Schedule 3
Form of accession letter

BY EMAIL TO

To: Mongolian Mining Corporation, c/o PwC Corporate Finance & Recovery (Cayman) Limited, P.O. Box 258, 18 Forum Lane, Camana Bay, Grand Cayman KY1-1104, Cayman Islands, Attn: Simon Conway.

From: [●] (Legal entity name of acceding Noteholder or)

Dated: [●]

Dear Sirs

Mongolian Mining Corporation (In Provisional Liquidation)

Restructuring Support Agreement dated [●] 2016

We refer to the restructuring support agreement dated [●] 2016 (the RSA). Unless the context otherwise requires, terms defined in the RSA have the same meanings in this letter.

This is an Accession Letter.

We hereby agree to be bound by the terms of the RSA as an Additional Consenting Noteholder in respect of the following Supporting Notes (the amount of which is specified below).

We confirm that we have informed the JPLs and the Company of the amount of Notes that will constitute Early Consent Fee Supporting Notes, Interim Consent Fee Supporting Notes and/or Late Consent Fee Supporting Notes that we hold as at the date of this Accession Letter.

Our holdings of Notes which will constitute Supporting Notes as at the date of this Accession Letter are:

ISIN/CUSIP
60937CAA3/US60937CAA36
or
G6264VAAO/USG6264VAA01 / $ Amount of supporting notes / Clearing System
(Euroclear/Clearstream or DTC) / Clearing System Account Number

ACCOUNT DETAILS

Our bank account and securities account details for the Early Consent Fee and/or Interim Consent Fee and/or Late Consent Fee are as follows:

Bank account:

Bank Name [•]

SWIFT/BIC code [•]

Account Number [•]

Account Name [•]

Securities account:

Full Name of Noteholder:

5. This Supporting Notes Notice shall be governed by and construed in accordance with the laws of the Cayman Islands.

6. We request that you treat the existence and contents of this Accession Letter with the utmost confidence and that you do not disclose these to any person without our prior written consent.

This Accession Letter is governed by the laws of the Cayman Islands.

______


Signed, for and on behalf of [●] (Legal entity name of Additional Consenting Noteholder) acting by [●] (signature of authorised signatory)

5866335.1 M5707.H13569