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Coal-to-Gasoline Conference Chingis Khaan Hotel Ulaanbaatar Mongolia June 3, 2008 Industrial Corporation of Mongolia Building a world-class coal-to-gasoline complex Ganbat Chuluunkhuu Francisco Anzola
Disclaimer Information and Cooperation This presentation has been prepared in connection with the engagement (the “Engagement”) of Commerzbank AG, New York Branch, as Financial Advisor to Industrial Corporation of Mongolia (ICM), a Mongolian corporation (the “Client”, “Project Sponsor”). In connection with the Engagement, Client shall (i) at the request of Commerzbank, provide Commerzbank with such information and documents as may be reasonably requested in order to enable it to perform the Services (“Company Information”) and (ii) cooperate with Commerzbank upon request in carrying out its duties, functions and responsibilities pursuant hereto. Client shall use reasonable efforts to ensure that all Company Information is complete and correct in all material respects as of the time it is delivered to Commerzbank and is current, not misleading and does not omit any other material information unless otherwise indicated. Client agrees to use reasonable efforts to update the Company Information from time to time so as to ensure compliance with the foregoing understanding. Client recognizes that in performing the Services to be provided by it hereunder, Commerzbank (i) shall reasonably use and rely upon the Company Information and upon information available from generally recognized public sources without having independently verified the same; and (ii) does not assume responsibility for the accuracy or completeness of the Company Information or such information. Financing Client understands and agrees that neither Commerzbank nor any of its affiliates, whether as a result of execution of this Letter or otherwise, has committed or agreed to deliver a commitment to purchase investments (debt or equity) or provide any financing or underwriting associated with any transaction. Any understanding regarding the purchase or placement of investments (debt or equity) or the provision of financing shall be subject to entering into a separate agreement setting forth the terms and conditions of, and fees payable in connection with, such purchase, placement or provision. Confidentiality Commerzbank acknowledges that it owes certain obligations of confidentiality to Client in accordance with the terms of the Confidentiality Agreement to be executed between Client and Commerzbank (the “Confidentiality Agreement”), which we acknowledge applies to any information provided to us hereunder. Limited Advisors Role It is expressly agreed and understood that Commerzbank is not providing (nor is Client relying on Commerzbank for) legal, accounting, or tax advice and that Client is seeking and shall rely on the advice of its own professionals and advisors for such matters and shall make an independent analysis and decision regarding the transaction based on such advice. The determination whether to accept any proposals, presentations or recommendations arising out of Commerzbank’s Services hereunder shall be made by Client in its sole discretion, and Client shall have the option, at its sole discretion, to accept, reject or modify any advice rendered to it by Commerzbank. Nothing herein shall give rise to any liability or responsibility on the part of Commerzbank for the success of the Project. Miscellaneous This Engagement shall be governed by the laws of the State of New York without regard to its conflicts of laws principles other than Section 5-1401 of the New York General Obligations Law. The Client irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Engagement or this Letter, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Letter shall affect any right that Commerzbank may otherwise have to bring any action or proceeding relating to this Engagement or Letter against the Client or its properties in the courts of any jurisdiction.
Commerzbank history
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Commerzbank project team overview
Mongolia vast coal and copper potential coupled with high minerals prices make medium term growth prospects robust Mongolia Select Statistics (1) (1) Standard & Poor’s Research: Mongolia, December 24, 2007 Major Rating Factors (1) Strengths Weaknesses Improved growth prospects on the back of a burgeoning mining sector Strong donor country and multilateral support A comparatively stable political environment for this rating category Vulnerabilities inherent in a small, undeveloped, primarily commodity-based, low-income economy High degree of financial sector vulnerabilities as a result of ongoing robust credit growth, relatively high level of past-due loans, and the need for continued improvement in banking supervision Economic Prospects A heavy reliance on commodity exports, inadequate infrastructure, and vulnerability to high energy prices, preclude stable, broad-based growth Continued delays in negotiating new mineral investments point to challenges ahead High minerals prices, vast copper and coal potential, and increased tourism make medium-term growth prospects robust ‘BB’ Median 2007f 2007f 2,931.0 1,588.0 6.2 9.0 5.1 8.2 (1.2) (0.7) 38.4 36.3 31.8 22.3 8.6 1.4 na 35.3 6.2 7.5 f - Forecast
Scope of advisory services Phase I Initial Financial Advisory Phase II Full Financial Advisory 12 months Financial closing Advisory mandate
Timetable Offtaker agreements 2009 2010 2011 2012 2013 2008 Financial close 2014
Illustration of financing options
www.commerzbank.com Industrial Corporation of Mongolia Building a world-class coal-to-gasoline complex Questions and Answers
Summary: Commerzbank Presentation investing in Mongolia for Resources
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