Cover Mongolia: [BREAKING: GoM Offering Certain Cash Consideration to Exchange DBM Notes]

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- BREAKING NEWS -

Tuesday, February 21, 2017

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Mogi: name of PDF was named “Khuraldai”. I’m assuming the new notes are being called as such. Lucid Issuer in an email said the Exchange Offer Memorandum is only available for noteholders.

GoM Offering Certain Cash Consideration to Exchange DBM Notes with New Sovereign “Khuraldai” Notes

OFFER TO EXCHANGE GOVERNMENT OF MONGOLIA NOTES FOR UP TO US$580 MILLION OF DEVELOPMENT BANK OF MONGOLIA LLC’s OUTSTANDING 5.75% GUARANTEED NOTES DUE 2017

February 20 (Government of Mongolia) --

ISIN

Common

Code

Coupon

Maturity

Amount

Outstanding

New Note Description

Exchange Consideration per US$1,000 of Old Notes

XS0755567301

075556730

5.75%

March 21, 2017

US$580,000,000

Notes due

US$1,000 of New Notes plus certain cash consideration (as described in the Exchange Offer Memorandum)

Upon the terms and subject to the conditions set forth in the exchange offer memorandum dated February 20, 2017 (the “Exchange Offer Memorandum”), the Government of Mongolia (the “Government”) is offering to exchange (the “Exchange Offer”) up to US$580 million of Development Bank of Mongolia LLC’s (“DBM”) outstanding 5.75% Guaranteed Notes due 2017 (the “Old Notes”) for the Government’s new debt securities (the “New Notes”). Capitalized terms not otherwise defined herein shall have the same meaning as in the Exchange Offer Memorandum.

THE EXCHANGE OFFER WILL COMMENCE ON FEBRUARY 20, 2017 AND EXPIRE AT 5:00 P.M., CENTRAL EUROPEAN TIME, ON MARCH 1, 2017, (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED OR EARLIER TERMINATED AT THE SOLE DISCRETION OF THE GOVERNMENT, THE “EXCHANGE EXPIRATION DATE”).

Interest on the New Notes will accrue from the Settlement Date and will be payable semi-annually. Old Notes being tendered for exchange may only be submitted in a minimum size of US$200,000. The aggregate principal amount of New Notes to be issued to any holder in the exchange offer will be in a minimum size of US$200,000. As discussed in the Exchange Offer Memorandum, the total principal amount of Old Notes that will be accepted in this exchange offer is equal to US$580 million.

Valid tenders of Old Notes are irrevocable and may not be may not be withdrawn. Instructions in connection with the Exchange Offer are irrevocable. Once you tender Old Notes in the Exchange Offer, you may not withdraw from the Exchange Offer. The Exchange Offer may be amended, modified, terminated, withdrawn or extended. Notice will be provided of any amendments, modifications, withdrawals or extensions as and if required by applicable law.

You must make your own decision whether to tender your Old Notes for exchange in the Exchange Offer. Neither the Government, DBM, the Dealer Managers (as defined herein), the Information and Exchange Agent (as defined herein), nor any other person is making any recommendation as to whether or not you should tender your Old Notes for exchange in the Exchange Offer.

In making your investment decision, you should rely only on the information contained in the Exchange Offer Memorandum.

Copies of the Exchange Offer Memorandum describing the Exchange Offer may be obtained from Lucid Issuer Services Limited (the “Information and Exchange Agent”), at the addresses, website and telephone numbers set forth below.

The Dealer Managers for the Exchange Offer are:

Credit Suisse (Hong Kong) Limited

Level 88, International Commerce Centre

1 Austin Road West

Kowloon

Hong Kong

Telephone: +852 2101 6000

Email: list.ibprojectkhuraldai@credit-suisse.com

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP