CONNECTED TRANSACTION - DUGALD RIVER ZINC CONCENTRATE SALE AGREEMENT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.MMG LIMITED五矿资源有限公司 (Incorporated in Hong Kong with limited liability) (STOCK CODE: 1208) CONNECTED TRANSACTION DUGALD RIVER ZINC CONCENTRATE SALE AGREEMENT DUGALD RIVER ZINC CONCENTRATE SALE AGREEMENT On 8 July 2024 the Seller entered into the Dugald River Zinc Concentrate Sale Agreement with Minmetals North-Europe in relation to the sale of the Product by the Seller to Minmetals North- Europe.Minmetals North-Europe is a wholly-owned subsidiary of CMC the ultimate controlling shareholder of the Company and is therefore an associate of CMC and a connected person of the Company under the Listing Rules. As a result the Dugald River Zinc Concentrate Sale Agreement constitutes a connected transaction for the Company.As the relevant percentage ratios in respect of the maximum transaction value on an annual basis relating to the Dugald River Zinc Concentrate Sale Agreement are more than 0.1% and less than 5% it constitutes a connected transaction which is subject to the reporting annual review and announcement requirements under Rule 14A.76 of the Listing Rules but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.DUGALD RIVER ZINC CONCENTRATE SALE AGREEMENT As part of the ordinary and usual course of business the Group sells its products to the CMC Group.On 8 July 2024 the Seller entered into the Dugald River Zinc Concentrate Sale Agreement with Minmetals North-Europe in relation to the sale of the Product to Minmetals North-Europe. The principal terms of the Dugald River Zinc Concentrate Sale Agreement are set out below.Parties : (1) Seller: MMG Dugald River Pty Ltd (2) Buyer: Minmetals North-Europe - 1 -Term : From the date of the Dugald River Zinc Concentrate Sale Agreement until all obligations of the parties are fulfilled Quantity : Approximately 10000 dry metric tonnes of Product (+/- 10% at Seller’s option) Pricing : The sale terms were negotiated following a competitive tender process with multiple bidders. The pricing of the concentrate was determined after arm’s length negotiations and is comparable with the market for concentrate qualities such as Dugald River zinc concentrate.Prices shall be: * calculated based on agreed amounts of: o zinc contained in the Product at the Special High Grade Settlement Price for zinc as quoted on the London Metal Exchange; and o silver contained in the Product at London Bullion Market Association Silver Price spot quotation each averaged over the agreed quotational period; * less an agreed treatment charge as negotiated and determined in such competitive tender process with the multiple bidders with the lowest bid accepted. Such treatment charge is consistent with treatment charges prevailing for comparable sales of zinc concentrate at the time of this Agreement.Transaction Value : If the transaction was executed on 8 July 2024 it would be valued at approximately US$12 million.Delivery Terms : Shipment shall be arranged by the Seller from the delivery point nominated by the Seller to the place of final destination nominated by Minmetals North-Europe on a CIF (Incoterms 2020) basis.The Dugald River Zinc Concentrate Sale Agreement will also set out among other things specifications shipping schedule delivery terms payment terms quotational period and other usual conditions (including those dealing with title and risk insurance requirements and termination and suspension rights). Payment shall be made in accordance with the terms of the sale agreement.The terms of the Dugald River Zinc Concentrate Sale Agreement were negotiated at arm’s length and on a commercial basis between the Seller and Minmetals North-Europe. The terms and pricing is consistent with market practice and is comparable with the market for concentrate qualities such as Dugald River zinc concentrate.REASONS FOR AND BENEFITS OF THE DUGALD RIVER CONCENTRATE SALE AGREEMENT The Group’s principal activities include the production and sale of metal products including copper zinc and lead concentrates. As part of its ordinary and usual course of business the - 2 -Group sells some of its products to the CMC Group at prices and on terms which are consistent with prevailing market rates and conditions for the relevant products.The Dugald River operation produces approximately 360000 dry metric tonnes of zinc concentrate per annum. China is an important market for zinc concentrate and the CMC Group has investments in several major Chinese zinc smelters which are in a position to process Dugald River zinc concentrates. CMC also has trading relationships with other Chinese zinc smelters which may process Dugald River zinc concentrates.The Dugald River Zinc Concentrate Sale Agreement has been reviewed and approved by the Directors (including the independent non-executive Directors but excluding the Interested Directors) who are of the view that the terms of the Dugald River Zinc Concentrate Sale Agreement and the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable and in the interests of the shareholders of the Company as a whole.The Interested Directors each holding position(s) at CMC and/or CMN have abstained from voting on the Board resolution approving the Dugald River Zinc Concentrate Sale Agreement in order to avoid any possible conflict of interest issue.IMPLICATIONS UNDER THE LISTING RULES Minmetals North-Europe is a wholly-owned subsidiary of CMC the ultimate controlling shareholder of the Company and is therefore an associate of CMC and a connected person of the Company under the Listing Rules. As a result the Dugald River Zinc Concentrate Sale Agreement constitutes a connected transaction for the Company.As disclosed in the announcement dated 27 March 2024 the Seller and the Buyer are also parties to an agreement for the sale of one 10000 dry metric tonne (dmt) shipment of zinc concentrate from Dugald River executed on 27 March 2024 (2024 March Agreement) which is a connected transaction. As the 2024 March Agreement is also a connected transaction it is required to be aggregated with this transaction.As the relevant percentage ratios (as set out in Chapter 14 and Rule 14A.76 of the Listing Rules) in respect of the maximum transaction value relating to the Dugald River Zinc Concentrate Sale Agreement (when aggregated with the 2024 March Agreement) are more than 0.1% but less than 5% it constitutes a connected transaction which is subject to the reporting annual review and announcement requirements under Rule 14A.76 of the Listing Rules but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.INFORMATION ABOUT THE GROUP The Group is engaged in the exploration development and mining of copper zinc cobalt gold silver molybdenum and lead deposits around the world.INFORMATION ABOUT THE CMC GROUP - 3 -The CMC Group is one of the largest state-owned enterprises in the mining sector in the PRC. It is engaged in the exploration development mining processing and sale of a wide range of non- ferrous metals including tungsten rare earth copper alumina lead and zinc.Minmetals North-Europe is engaged in the purchase and sale of a wide range of non-ferrous metals including copper lead and zinc.DEFINITIONS In this announcement the following expressions have the meanings set out below unless the context requires otherwise.associates has the meaning ascribed to it under the Listing Rules Board the board of directors of the Company CMC 中国五矿集团公司 (China Minmetals Corporation) a state-owned enterprise incorporated under the laws of the PRC and the ultimate controlling shareholder of the Company CMC Group CMC and its subsidiaries and associates from time to time (excluding the Group) CMN 五矿有色金属股份有限公司 (China Minmetals Non-ferrous Metals Co. Ltd) a company incorporated under the laws of the PRC and the controlling shareholder of the Company Company or MMG MMG Limited a company incorporated in Hong Kong the securities of which are listed and traded on the main board of the Stock Exchange connected person has the meaning ascribed to it under the Listing Rules controlling shareholder has the meaning ascribed to it under the Listing Rules Director(s) the director(s) of the Company Dugald River Zinc the agreement dated 8 July 2024 between the Seller and Concentrate Sale Minmetals North-Europe in relation to the sale of the Product Agreement Group the Company and its subsidiaries from time to time Hong Kong the Hong Kong Special Administrative Region of the People’s Republic of China Interested Directors Xu Jiqing Zhang Shuqiang and Cao Liang - 4 -Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Minmetals North-Europe Minmetals North-Europe Aktiebolag AB a company incorporated in Sweden an indirect wholly-owned subsidiary of CMC PRC the People’s Republic of China (for the purpose of this announcement excluding Hong Kong the Macau Special Administrative Region of the PRC and Taiwan) Product zinc concentrates produced by the Group at its Dugald River Mine in North-west Queensland Australia Seller MMG Dugald River Pty Ltd a company incorporated in Victoria Australia an indirect wholly-owned subsidiary of the Company Stock Exchange The Stock Exchange of Hong Kong Limited subsidiary has the meaning ascribed to it under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) % Percentage Unless otherwise specified conversion of US$ into HK$ in this announcement is based on the exchange rate of US$1.00 = HK$7.8 for the purpose of illustration only. No representation is made and there is no assurance that US$ or HK$ can be purchased or sold at such rate.By order of the Board MMG Limited Cao Liang CEO and Executive Director Hong Kong 8 July 2024 As at the date of this announcement the Board comprises six directors of which one is an executive director namely Mr Cao Liang; two are non-executive directors namely Mr Xu Jiqing (Chairman) and Mr Zhang Shuqiang; and three are independent non-executive directors namely Dr Peter William Cassidy Mr Leung Cheuk Yan and Mr Chan Ka Keung Peter.