Announces Transaction with Phoenix Capital Enterprises Ltd

FOR RELEASE: August 31, 2018 Telephone: (604) 527-8135

CONTACT: John A. Versfelt, President & CEO E-mail: [email protected]

INTERNATIONAL MILLENNIUM MINING CORP.

ANNOUNCES TRANSACTION WITH PHOENIX CAPITAL ENTERPRISES LTD

Not for distribution to United States newswire services or for release, publication,

distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

August 31, 2018 – Vancouver, British Columbia – International Millennium Mining Corp. (TSX -V: IMI) (the

“Company” or “IMMC”) is pleased to announce that it has entered into a share purchase agreement (the “ RTO

Transaction Agreement”) with Phoenix Capital Enterprises Ltd. (“Phoenix”), pursuant to which IMMC will effect a

business combination and reverse takeover transaction that will result in, among other things, IMMC acquiring all of

the issued and outstanding common shares of Tengri Coal and Energy Pte. Limited (“Tengri Coal & Energy ”), a

corporation incorporated under the laws of Singapore, in exchange for newly issued common shares of IMMC (the

“RTO Transaction”).

The RTO Transaction will be subject to relevant regulatory and stock exchange approvals, including the approval of

the TSX Venture Exchange (the “TSXV”) and standard closing conditions, the approval of the directors of each of

IMMC and Phoenix, the completion of due diligence investigations to the satisfaction of each of IMMC and Phoenix,

as well as the satisfaction of the conditions described below. IMMC, following completion of the RTO Transaction,

is referred to herein as the “Resulting Issuer”.

Tengri Coal & Energy , a private company wholly owned by Phoenix, owns 100% of the securities o f Tengri

Petrochemicals LLC (“Tengri Petrochemical s”), which holds 100% of three Tsaidam Nuur lignite coal mining

licenses located in the Bayan Soum of the Province of Tuv, Mongolia (the “Tsaidam Nuur Mining Licenses”) and is

the 100% owner of Tsaidam Energy LLC (“Tsaidam Energy”), which holds a permit for the construction of a thermal

power plant in Mongolia (the “Tsaidamnuur Power Plant”). The Tsaidam Nuur Mining Licenses and the Tsaidamnuur

Power Plant together make up the Tsaidam Energy project located in Tuv Province, Mongolia (the “Tsaidam Energy

Project”). Phoenix is a corporation incorporated under the laws of the British Virgin Islands controlled by Messrs.

Khurlee Ankhbayar and Erdenebileg Bulidan, each of whom is a resident of Mongolia. See b elow for additional

information on Messrs. Ankhbayar and Bulidan.

IMMC’s President and CEO John A. Versfelt states “this proposed RTO Transaction with Phoenix represents an

opportunity for IMMC to enhance shareholder value, and, in my opinion, will enable it to transform from a junior

mining exploration company into a mining and utility company, with assets that could realize revenue within two to

three years. As a result of equity and debt financing agreements that exceed US$800 million, which are subject to

standard conditions noted below, the Tengri Coal & Energy and IMMC shareholders will enjoy the development of

licensed coal deposits, construction of a power plant and petrochemical plant, plus the expansion and development

of the Silver Peak, Nevada silver/gold mine property, that IMMC has assembled over the last 10 years, including

fourteen (14) well mineralized fault/vein structures, of which two structures , located on the Nivloc and 16 -to-1

properties, produced 9.8 million ounces of silver and 52.9 thousand ounces of gold during the operation of the Nivloc

and 16-to-1 mines from 1937 to 1943 and 1981 to 1986, respectively.

The Tsaidam Nuur Mining Licenses held by Tengri Petrochemicals provide permission for mining operations in a

license area consisting of 5,209 hectares over the Tsaidam Nuur lign ite deposit, located in the northern part of

Mongolia, 130 km southeast of Ulaanbaatar, the capital of Mongolia, and 23 km east of the Trans-Mongolia Railway.

In 2008, Tengri Petrochemicals commissioned independent international consultant, Va ttenfall Europe Mining AG

(“Vattenfall”), to assess exploration reports and records covering the Tsaidam Nuur lignite field. Vattenfall produced

a Competent Person Report in April 2009, prepared by Stephen Peters, EurGeol, Senior Geologist and Qualified

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August 31, 2018

Person (“the Vattenfall Report”) . The report reviewed two historic resource estimates on the Tsaidam Nuur coal

deposit, a 1983 Russian Geological report and a 2008 in-house report by Tengri Coal & Energy. The Vattenfall Report

indicated that the 1983 Russian resource estimate utilized resource categories that were different from the categories

required by NI 43 -101 and that it was considered h istoric. Using valid data from the 1983 work and additional

information from the 2008 Tengri Coal & Energy drilling campaign, the Vattenfall Report concluded that the lignite

deposit had a mineralized target (resource potential) ranging from 1.119 billion tonnes (2008 estimate) to 2.483 billion

tonnes (1983 estimate) of lignite coal for which further drilling is required to improve the degree of accuracy of the

model used and to conform with accepted Canadian resource categories. The report indicated that the majority of the

available data was reliable and satisfactory for the purposes of resource estimation. The potential quantity and grade

is conceptual in nature. T here has been insufficient exploration to de fine a mineral resource and it is uncertain if

further exploration will result in the target being delineated as a mineral resource.

Tengri Petrochemicals has commissioned an independent consultant to update the resource calculations for the

historic resources pursuant to National Instrument (“NI”) 43 -101 reporting requirements, which report shall be

delivered to Tengri Coal & Energy and IMMC in September, 2018 , which results will be detailed in a subsequent

news release.

A Special Permit to build the Tsaidamnuur Power Plant (the “Power Plant”), with a capacity of 600MW, has been

granted to Tsaidam Energy by the Energy Regulatory Committee of Mongolia. The Tsaidamnuur power plant

construction area is located southeast of Ulaanbaatar, Mongolia, at the mouth of the planned Tsaidam Nuur coal mine,

about 30 km from Bayan Soum, Central region and 100 km from Choir and Baganuur towns, in Tsaidam Nuur Valley.

In addition to the Power Plant building permit, a land possession permit has been granted by the Governor of Bayan

Soum of Tuv Aimag with an approved start -up power purchase price of US$ 0.0636 per kWh (US$0.07 including

VAT), by order of the Energy Regulatory Committee of Mongolia. These permits are in good standing. A Feasibility

Study is being conducted at this time and the Company expects delivery thereof in September, 2018.

On June 14, 2018, Tengri Coal & Energy entered into an agreement (the “Share Subscription Agreement”) for a

CDN$260 million equity financing facility for the Tsaidam Energy Project with GEM Global Yield Fund LLC SCS

and GEM Investments America, LLC (together, “GEM”). Pursuant to the terms of the Share Subscription Agreement,

the Resulting Issuer will have the right to draw down under the facility from time to time for a te rm of 3

years. Common shares of the Resulting Issuer will be issued to GEM at a price per share equal to the higher of (i) the

floor price set by the Resulting Issuer and (ii) 90% of the average closing price for common shares trading on the

TSXV or TSX, as the case may be, over a period of 15 consecutive trading days preceding the closing date for the

draw down. Each draw down shall be conditional upon the number of shares issued not exceeding 700 percent of the

average daily trading volume over a 15 -day period preceding the date of the draw down notice. Each draw down is

subject to certain market out rights of GEM and approval of the TSXV or TSX, as the case may be. GEM will hold

freely trading common shares of the Resulting Issuer through a share lending facility provided by certain

shareholders. The Share Subscription Agreement specifically contemplated the completion by Tengri Coal & Energy

of a RTO transaction and the accession to the agreement by the Resulting Issuer.

The Resulting Issuer will pay a fee of CDN$5,200,000 to GEM Investments America, payable, upon the soonest of:

(i) the occurrence of the first few placements under the Share Subscription Agreement; (ii) 12 months from the date

of the RTO Transaction; (iii) a change of control of the Resulting Issuer; and (iv) the occurrence of a material change

in ownership of the Resulting Issuer. The Resulting Issuer shall also issue warrants exercisable within five (5) years

of the date of the Share Subscription Agreement. The warrants shall be pric ed at the closing price of the Resulting

Issuer’s common shares on the first day of trading upon completion of the RTO Transaction and shall be equal to up

to 9.9% percent of the issued and outstanding common shares of the Resulting Issuer, on a fully diluted basis, on the

first day of trading upon completion of the RTO Transaction.

Tsaidam Energy also entered into a Memorandum of Agreement in March 2018 with a Chinese State -owned

Enterprise (the “Chinese SOE”) outlining the term s upon which the Chinese SOE would be prepared to provide a

US$710 million bank debt facility as part of an Engineering, Procurement, Construction and Finance (EPC+F)

arrangement for the Tsaidam Energy Project. The agreement provides for a debt facility ha ving a term of up to 14

International Millennium Mining Corp. Page 3

August 31, 2018

years at an interest rate of up to 5.5% per annum. The completion of the debt facility is subject to standard conditions

including completion of a definitive debt facility agreement and related documentation.

The RTO Transaction

Pursuant to the RTO Agreement, IMMC shall acquire 100% of the issued and outstanding ordinary shares of Tengri

Coal & Energy (each, a “Tengri Share”), which shares are wholly owned by Phoenix. It is agreed between Phoenix

and IMMC, that immediately prior to the closing of the RTO Transaction, IMMC will complete a consolidation (the

“Consolidation”) of all of its outstanding common shares and convertible securities (the “Securities”) on the basis of

one security for each twenty outstanding Securities. Each Phoenix shareholder will receive one post-Consolidation

(as defined below) common share of IMMC (an “IMMC Sha re”), at a deemed value of US$1.48 per IMMC Share

for each Tengri Coal & Energy Share held (the “Exchange Ratio”), resulting in a deemed value for the transaction of

US$293,215,000 (US$1.48 x 198,117,617 post-Consolidation shares). Upon completion of the RTO Transaction and

the consolidation of the IMMC Securities, IMMC Shareholders will hold 8,565,124 common shares and 1,862,120

warrants, which together total approximately 5.0% of the common shares of the Resulting Issuer after the exercise of

warrants at CDN$1.00 per share . The present Tengri Coal & Energy shareholders will hold 198,117,617 of the

common shares of the Resulting Issuer, representing approximately 95.0% of the common shares after the exercise

of the subject warrants.

Upon signing the RTO Transaction Agreement, a US$250,000 bridge loan facility will be advanced by Phoenix to

IMMC for Working Capital required during the RTO Transaction approval process.

The Company will pay a finder’s fee of 500,000 consolidated common shares concurrently with the closing of the

RTO Transaction, which shares will be subject to a four (4) month hold period under applicable securities laws.

The Company intends to apply to list its common shares on the Toronto Stock Exchange (the “TSX”), graduating to

the TSX from its current listing on the TSXV, as it is anticipated that the Company will satisfy the TSX’s minimum

listing requirements, including working capital, financial resour ces and property requirements. The Company also

trades on the Frankfurt Exchange.

None of the Non-Arm’s Length Parties to IMMC has any direct or indirect interest in Phoenix, Tengri Coal & Energy

or their respective assets nor are they insiders of Phoenix or Tengri Coal & Energy . The RTO Transaction is an

“Arm's Length Transaction" as defined in the policies of the TSXV.

Subject Conditions to RTO Transaction

The completion of the RTO Transaction will be subject to the satisfaction of certain conditions prior to closing,

including, but not limited to, the following:

 Phoenix shall provide current reports, licenses and other documentation required by the TSXV, as set forth

in the RTO Transaction Agreement;

 IMMC’s securities shall be consolidated on a 1 new for 20 old shares basis;

 IMMC’s Silver Peak, Nevada, USA, silver/gold project shall be provided with funding to advance the project

through the next exploration phase, an amount that shall be no less than that detailed in the Company’s 2012

NI 43-101 report.

 The directors of IMMC’s USA s ubsidiary shall be increased to five (5), including two (2) independent

directors recommended by IMMC, two (2) independent directors recommended by Phoenix, and John A.

Versfelt;

 Approval of the board of directors and/or shareholders of the IMMC and Phoenix; and

 All requisite regulatory approvals relating to the RTO Transaction, including, without limitation, TSXV or

TSX approval, will have been obtained.

International Millennium Mining Corp. Page 4

August 31, 2018

The Resulting Issuer – Summary of Proposed Directors and Officers

Upon completion of the RTO Transaction, each of the current directors of IMMC will resign and a new board of

directors of IMMC (the “Board”) will be reconstituted and comprised of five (5) directors. Phoenix will have the

right to nominate four (4) of the five (5) directors, with John A. Versfelt continuing as a director.

The parties anticipate that the senior management of both IMMC and Tengri Coal & Energy will be combined

following completion of the RTO Transaction, with John A. Versfelt continuing as President and CEO, and Calvin

Lucyshyn continuing as CFO of the Resulting Issuer. In addition, Mr. Khurlee Ankhbayar will become the Chairman

and a Director, and Mr. Erdenebileg Bulidan will become a Director, of the Resulting Issuer.

Mr. Khurlee Ankhbayar is founding shareholder, Chairman and CEO of Tengri Holdings, which was founded in

2007. He has 30 years of experience building businesses in tourism, agriculture, construction and mining in Mongolia.

He received his undergraduate degree in Foreign Languages from the Humanitarian University of Mongolia and his

postgraduate diploma in Tourism & Marketing Managem ent from Klessheim Management Institute, Austria. In

recognition of his outstanding work and contribution in the private sector of the country, he was awarded the Polar

Star Order of Mongolia by the President of Mongolia (2009) and he was also awarded the Leading Tourism Industry

Employee Title by the Ministry of Tourism, Mongolia (2007) & Leading Trade & Industry Employee Title by the

Ministry of Trade & Industry, Mongolia (2011).

Mr. Erdenebileg Bulidan is also a Shareholder, and a Member of Board of Directors of Tengri Holdings. He has 30

years of experience building businesses in the food & beverage industry, airline industry and construction and mining,

in Mongolia. In recognition of his outstanding work and contribution in the private & public sector of Mongolia, he

was awarded the Polar Star Order of Mongolia by the President of Mongolia (2004 ) and he was also awarded the

Leading Food Industry Employee Title by the Ministry of Food & Agriculture Ministry, Mongolia (2006), Leading

Aviation Employee Ti tle by the Civil Aviation Authority, Mongolia (2008) , Asian International Business Award

“Golden Fish” (2008), and Leading Construction Employee Title by Ministry of Construction of Mongolia (2010).

Financial Information Regarding Tengri Coal & Energy

Financial information regarding Tengri Coal & Energy is currently not available. IMMC intends to disclosure relevant

financial information regarding Tengri Coal & Energy in a future press release once it becomes available.

Sponsorship

The TSXV may require sponsorship of the RTO Transaction, unless exempt, in accordance with TSXV or TSX

policies. IMMC will apply for a waiver of the requirement to engage a sponsor with respect to the RTO Transaction;

however, there is no assurance that a waiver w ill be granted. IMMC intends to include any additional information

regarding sponsorship in a subsequent press release.

Mongolia

Mongolia, with its democratic government, wealth of mineral resources and growing economy , is attracting

international investors. According to the World Bank’s July 2018, Mongolia Economic Update, despite a slowdown

in the economy between 2014 and 2016, real GDP grew by 5.1 percent in 2017, supported by the 133 percent growth

in coal exports in 2017. The Asian Development Bank, in its Asian Development Outlook (ADO) 2018, projects GDP

growth of 3.8% for 2018 and 4.3% for 2019, due to large investments in mining and a significant increase in foreign

direct investment, which is expected to exceed US$1 billion in 2018 and 2019.

The Government of Mongolia has been making continuous efforts to improve the investment environment and raise

the efficiency of foreign investment in Mongolia . In February 2018, JLT ’s Risk Outlook newsletter concluded,

“Mongolia’s economy is rallying, following a fiscal and balance of payments crisis in 2016. This is being driven by

resurging investment in the country’s mining sector, as the current government pursues a business -friendly policy

agenda. Sovereign credit risks will continue to recede as government debt levels fall.” John A. Versfelt , the

Company’s President and CEO, noted, “legislative changes and revisions to Mongolia’s tax policy in 2017 opened

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August 31, 2018

the doors to a three year, $5.5 billion, multi-party financing, led by the International Monetary Fund (IMF), in May

2017, and these government led changes have been the catalyst for a flow of mining investment back into the country.

We are excited to enter into Mongolia at this time, and we are thrilled to do so in partnership with a management

team with decades of experience in Mongolia, a strategic vision to enhance the progress of Mongolian people and a

portfolio of projects that have taken over ten years to consolidate”.

Director Resignation

The Company announces that Peter Miller has resigned as a director of the Company in order to focus his attention

on his business interests in Spain. Mr. Miller has been a valuable member of the Board of Directors since 2007 and

the Company wishes to thank him for his time and commitment as a director of the Company.

About Phoenix

Phoenix is a corporation existing unde r the laws of the British Virgin Islands and is the registered and beneficial

owner of all of the issued and outstanding common shares in the capital of Tengri Coal & Energy, a corporation

incorporated under the laws of Singapore having its head office at Suite 1706, Romana Office, Mahatma Gandhi

Street 33, Khan Uul District, Ulaanbaatar, Mongolia. Tengri Coal & Energy owns all of the issued and outstanding

common equity in the capital of Tengri Petrochemicals. Tengri Petrochemicals is the registered and beneficial holder

of the Tsaidam Nuur Mining Licen ces in Mongolia and owns all of the issued and outstand ing shares of Tsaidam

Energy, a corporation incorporat ed under the laws of Mongolia. Tsaidam Energy is the registered and beneficial

holder of a permit for the construction of the Tsaidamnuur Power Plant. The Tsaidam Nuur Mining Licenses and the

Tsaidamnuur Power Plant together comprise what is known as the Tsaidam Energy Project located in Tuv Province,

Mongolia.

Further Information

All information contained in this news release, with respect to IMMC and Phoenix, was supplied by the parties

respectively, for inclusion herein. Each party and its directors and officers have relied on the other par ty for any

information concerning the other party.

International Millennium Mining Corp. (TSX-V: IMI) common shares trade on the TSX Venture Exchange under

the symbol: IMI and on the Frankfurt Exchange under the symbol: L9J.

Seymour Sears, P.Geo, a qualif ied person as defined by Nation Instrument (“NI”) 43 -101, reviewed and approved the

technical information contained in this news release.

ON BEHALF OF THE BOARD

“John A. Versfelt”

John A. Versfelt

President and CEO

Further information about the Company can be found on SEDAR ( www.sedar.com) or by contacting Mr. John

Versfelt, President & CEO of the Company at 604-527-8135.

* * * * * * *

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if

applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder

approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared i n

connection with the tr ansaction, any information released or received with respect to the transaction may not be accurate or

complete and should not be relied upon. Trading in the securities of IMMC should be considered highly speculative.

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August 31, 2018

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor

disapproved the contents of this news release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture

Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain forward -looking

statements including but not limited to comments regarding the timing and content of upcoming work programs, geological

interpretations, potential mineral recovery processes and other business transactions timing. Forward-looking statements address

future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially fr om

those currently anticipated in such statements.