Early Warning News Release for JD Zhixing Fund L.P.

Early Warning News Release for JD Zhixing Fund L.P.

JD Zhixing Fund L.P. (the "Fund") has acquired 64,766,591 common shares (each, a "Common Share") of SouthGobi Resources Ltd. (the "Corporation") from Land Breeze II S.A.R.L. (the "Vendor") for US$7,000,000 or approximately CAD$9,106,300, using the Bank of Canada August 29, 2022 exchange rate of one (1) United States dollar to 1.3009 Canadian dollars, representing a price of CAD$0.1406 per share (the "Share Acquisition"). The Fund also acquired a secured convertible debenture of the Corporation representing US$250 million principal amount outstanding dated November 19, 2009 (the "Convertible Debenture") from the Vendor for an aggregate purchase price that does not exceed the principal amount represented by the Convertible Debenture (the "Convertible Debenture Acquisition" and together with the Share Acquisition, the "Acquisitions"). The Convertible Debenture is convertible into Common Shares at a floor price of CAD$8.88 per share.

The Acquisitions took place outside of Canada pursuant to a private arrangement and did not take place through the facilities of any stock exchange or any other marketplace.

Immediately prior to completing the Acquisitions, the Fund held no Common Shares or other securities of the Corporation convertible into Common Shares. Immediately following the Acquisitions, the Fund held 64,766,591 Common Shares, representing 23.62% of the issued and outstanding Common Shares, without giving effect to any conversion of any convertible securities of the Issuer, including the Convertible Debenture.

Assuming the conversion of the entire principal amount of the Convertible Debenture into Common Shares at a conversion price of CAD$8.88 per share, using the Bank of Canada August 29, 2022 exchange rate of one (1) United States Dollar to 1.3009 Canadian dollars, the Fund would receive 36,624,436 Common Shares upon conversion of the Convertible Debenture and would hold 101,391,027 Common Shares representing 36.97% of the issued and outstanding Common Shares, on a partially diluted basis.

The Fund has acquired the Common Shares and the Convertible Debenture for investment purposes. The Fund will evaluate its investment from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its ownership of securities in the Corporation through market transactions, private agreements or otherwise.

About the Corporation

The Corporation, listed on the Toronto and Hong Kong stock exchanges, owns and operates its flagship Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licences of its other metallurgical and thermal coal deposits in South Gobi region of Mongolia. The Corporation produces and sells coal to customers in China.

About the Fund

The Fund is an exempted limited partnership formed under the laws of the Cayman Islands. The Fund's general partner is JD Dingxing Limited, a corporation formed under the laws of the Cayman Islands. The Fund's limited partner is Inner Mongolia Tianyu Trading Limited, a corporation formed under the laws of Hong Kong. The address for the Fund is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, George Town, Cayman Islands.

Forward-Looking Statements

This press release may contain forward looking information within the meaning of applicable securities legislation, which reflects the Fund's current expectations regarding future events. Forward looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Fund's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward looking information. The Fund does not undertake any obligation to update such forward looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

For further information or to obtain a copy of the early warning reports, please contact:

Wang Dong
No. 63, Hengfeng Garden
12 Xiangyang East Road, Shunyi District
Beijing 101319 China
Email: wdwd73@126.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/135337

News Provided by Newsfile via QuoteMedia

SGQ:CA
The Conversation (0)
Change Of Non-Executive Directors; Resignation of Executive Director; Change of Composition of Board Committee; And Change of Authorized Representative

Change Of Non-Executive Directors; Resignation of Executive Director; Change of Composition of Board Committee; And Change of Authorized Representative

SouthGobi Resources Ltd. (TSX:SGQ)(HK:1878) ("SouthGobi" or the "Company") announces that is pleased to announce the following changes in the composition of the Company's board (the "Board") of directors (the "Director(s)"), with effect from December 6, 2022: (i) Mr. Zhiwei Chen ("Mr. Chen") and Ms. Ka Lee Ku ("Ms. Ku") have resigned as non-executive Directors; (ii) Mr. Zhu Gao ("Mr. Gao"), Mr. Gang Li ("Mr. Li") and Mr. Chen Shen ("Mr. Shen") have been appointed as non-executive Directors; (iii) Mr. Dalanguerban ("Mr. Dalanguerban") has resigned as an executive Director and the authorized representative of the Company (the "Authorized Representative") under Rule 3.05 of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the "Hong Kong Listing Rules") and ceased to be a member of the operations committee of the Board (the "Operations Committee"), but will continue to serve as the President of the Company and its wholly-owned subsidiary in Mongolia; and (iv) Mr. Dong Wang ("Mr. Wang"), the executive Director and Chief Executive Officer of the Company, has been appointed as the Authorized Representative

News Provided by ACCESSWIRE via QuoteMedia

Keep reading...Show less
Novel Sunrise Completes Sale of Its Interest in SouthGobi

Novel Sunrise Completes Sale of Its Interest in SouthGobi

SouthGobi Resources Ltd. (TSX:SGQ, HK:1878) ("SouthGobi" or the "Company") announces that, as disclosed in the early warning report filed by China Cinda (HK) Asset Management Co., Limited ("CCAM") on November 28, 2022 in Canada, Novel Sunrise Investments Ltd. ("Novel Sunrise"), a wholly-owned subsidiary of CCAM, completed the sale of all of its interests in the Company (the "Sale Transaction"), including its 46,358,978 common shares of the Company, to Land Grand International Holding Limited (the "Buyer"). To the best of the Company's knowledge, as a result of the completion of the Sale Transaction, the Buyer has become the Company's second largest shareholder holding a total of 46,358,978 common shares of the Company which represents approximately 15.70% of the issued share capital of the Company as at the date of this announcement

News Provided by ACCESSWIRE via QuoteMedia

Keep reading...Show less
Update On Listing Application in Canada

Update On Listing Application in Canada

SouthGobi Resources Ltd. (TSX:SGQ)(HK:1878) ("SouthGobi" or the "Company") announces that reference is made to the Company's announcements dated April 21, 2022, July 29, 2022 and September 15, 2022 (Hong Kong time) ("Announcements"). Unless otherwise specified, capitalized terms used in the Announcements shall have the same meanings when used herein

UPDATE ON EFFECTIVE DATE OF THE DELISTING

News Provided by ACCESSWIRE via QuoteMedia

Keep reading...Show less
SouthGobi Announces Third Quarter 2022 Financial and Operating Results

SouthGobi Announces Third Quarter 2022 Financial and Operating Results

SouthGobi Resources Ltd. (Toronto Stock Exchange (TSX:SGQ)(Hong Kong Stock Exchange:HKEX): 1878) (the "Company" or "SouthGobi") today announces its financial and operating results for the three and nine months ended September 30, 2022. All figures are in U.S. dollars ("USD") unless otherwise stated

Significant Events and Highlights

News Provided by ACCESSWIRE via QuoteMedia

Keep reading...Show less
Deferral of Payment Obligation Under Convertible Debenture

Deferral of Payment Obligation Under Convertible Debenture

SouthGobi Resources Ltd. (TSX:SGQ)(HK:1878) ("SouthGobi" or the "Company") announces that reference is made to the announcement of the Company dated August 31, 2022 (the "Announcement") in relation to a private sale transaction among JD Zhixing Fund L.P. ("JDZF"), Land Breeze and Fullbloom (the "Sale Transaction") on August 30, 2022. Unless otherwise specified, terms used in this announcement shall have the meaning as defined in the Announcement

Upon the completion of the Sale Transaction, JDZF became the registered holder of the Company's US$250 million Convertible Debenture issued on November 19, 2009 (the "Convertible Debenture"). The rights and obligations under (i) the Convertible Debenture and related security documents; (ii) the Cooperation Agreement and related documents; (iii) the deferral agreements between Land Breeze, the Company and certain of its subsidiaries in connection with the deferral of interest payments and other outstanding fees under the Convertible Debenture and the Cooperation Agreement; and (iv) the security holders agreement between the Company, Land Breeze and a former shareholder of the Company, were assigned to JDZF effective as of August 30, 2022.

News Provided by ACCESSWIRE via QuoteMedia

Keep reading...Show less
Apollo Minerals Limited

Exploration Update - Visible Gold Intersected at Salanie

Apollo Minerals Limited (ASX: AON) (‘Apollo Minerals’ or ‘the Company’) provides an update on its exploration activities at the Salanie Gold Project (“Salanie”) in Gabon and the Belgrade Copper Project in Serbia. The first round of drilling has now been completed at both projects. Visible gold has been intersected at the A1 Prospect at Salanie, an area that has not seen exploration or modern drilling in 70 years.

Keep reading...Show less
Metal Bank Limited

Wadi Al Junah VMS-Style Copper-Zinc-Gold-Silver Project in Saudi Arabia

Metal Bank Limited (ASX: MBK) (‘Metal Bank’, ‘MBK’ or the ‘Company’) is pleased to announce further details regarding the Wadi al Junah Copper-Zinc-Gold-Silver Project (‘Wadi al Junah’ or ‘the Project’), which has been awarded to Consolidated Mining Company (CMC) following a highly competitive Saudi government exploration licensing Round 6.

Keep reading...Show less
Octava Minerals Limited

Octava to Commence Drilling at Yallalong High-Grade Antimony Project

Octava Minerals Limited (ASX:OCT) (“Octava” or the “Company”), a Western Australia focused explorer of the new energy metals antimony, REE’s, Lithium and gold, is pleased to report that the drill rig is relocating to site at the Yallalong antimony project and will commence drilling this weekend. Drilling will focus on two antimony targets, Discovery and Central, with No.4 and North targets to be drilled in the new year.

Keep reading...Show less
Warriedar Resources

Targeted Exploration Focus Delivers an Additional 471koz or 99% Increase in Ounces, and a Higher Grade for Ricciardo

Warriedar Resources Limited (ASX: WA8) (Warriedar or the Company) is pleased to report on an updated MRE for its flagship Ricciardo Gold Deposit, part of the broader Golden Range Project located in the Murchison region of Western Australia.

Keep reading...Show less
Octava Minerals Limited

Octava Selects Drilling Contractor for its Yallalong Antimony Project in Western Australia

Australian mineral exploration company Octava Minerals (ASX:OCT) has selected the drilling contractor for the exploration work commencing at its 100-percent-owned Yallalong antimony project, according to an article by Business News - Australia. The deal will kick off the company’s 3,000-metre program focused on the Discovery target.

Keep reading...Show less
Australian flag with "economy" and "growth" blocks.

Western Australia Allocates AU$14 Million to Improving Environmental Approval Process

Western Australia's governmentsaid on Monday (November 11) that it is allotting AU$14 million to support the employment of additional staff at the Environmental Protection Authority (EPA) and the Office of the Appeals.

The boost comes in response to the Vogel-McFerran Review commissioned by the government in 2023. It recommended various steps to speed up the state's environmental approval system and secure major projects.

According to the government, employing additional staff will help address existing backlogs and provide faster decisions “without impacting the high standard for protecting WA's unique environment.”

Keep reading...Show less

Latest Press Releases

Related News

×