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

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