Davis Polk advised Mongolian Mining Corporation (“MMC”) and Energy Resources LLC (“ER” and, together with MMC, the “Co-Issuers”), an indirect wholly owned subsidiary of MMC, in connection with (i) the offers by ER to purchase for cash (the “ER Offers”) any and all of its approximately $412.5 million outstanding guaranteed senior notes due 2022 (the “Existing Senior Notes”), (ii) the offers by MMC to purchase for cash (the “MMC Offers”) up to $50 million in principal amount of its approximately $195 million outstanding perpetual securities pursuant to a ‘modified Dutch auction’ procedure, (iii) the solicitation of consents from eligible holders of the Existing Senior Notes to certain amendments to the existing indenture of ER (the “Consent Solicitation” and, together with the ER Offers and MMC Offers, the “Offers”) and (iv) a concurrent Rule 144A/Regulation S offering of $440 million aggregate principal amount of 9.25% guaranteed senior notes due 2024 by the Co-Issuers (the “New Senior Notes”).

MMC is a high-quality coking coal producer and exporter engaged in the open-pit mining of coking coal at deposits in the South Gobi province of Mongolia. MMC is considered the largest producer and exporter of washed coal in Mongolia. It is listed on The Stock Exchange of Hong Kong Limited and was the first Mongolian company to offer its shares internationally.

The Davis Polk corporate team included partner Gerhard Radtke, counsel Faisal Baloch and Bingqing Pan and registered foreign lawyers I. Danni Lin and Moran Zhang. Partner Paul Chow and associate Vivian Chow provided Hong Kong law advice. Partner Nick Benham, counsel Aaron Ferner and associate Li Lin provided English law advice. Members of the Davis Polk team are based in the Hong Kong and London offices.

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