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
Global Lithium Resources Limited

Strategic Acquisition Consolidates Large Scale Gold and Base Metal Target Area

Acquisition of Octava Minerals’ Talga Project and Exploration Update

Established multi-asset Western Australian lithium company, Global Lithium Resources Limited (ASX: GL1, Global Lithium or the Company) is pleased to announce the acquisition of seven strategic tenements adjacent to the Company’s Marble Bar Gold Project to complete coverage of a large gold in soil geochemistry anomaly that is spatially associated with a highly altered granite (Figure 1).

Keep reading...Show less
  Ausquest limited

Maiden Drill Program Set to Commence at the High-Priority Cangallo Porphry Copper Project

AusQuest Limited (ASX: AQD) is pleased to advise that it is about to commence a reverse circulation (RC) drilling program to test a large-scale undrilled, porphyry copper target within its Cangallo Porphyry Copper Project (Cangallo) in southern Peru.

Keep reading...Show less
Trucks at mine site.

Mine Sites Leveraging AI, Predictive Technology to Boost Efficiency and Protect Workers

Modern mining operations aren't always quick to embrace new technologies, but companies that do so often find they can improve yields, as well as produce better corporate margins and profitability.

At the recent MiningTech North America event, held in Burnaby, BC, speakers focused on how mining companies are integrating artificial intelligence (AI) and other technology to improve resilience and minimize downtime.

While adding these elements can introduce complexity, the consensus was that the right approach can make a real difference, not only for site operation, but also for employee health and happiness.

Keep reading...Show less
  Tolu Minerals Limited

Corporate Presentation

The Directors of Tolu Minerals Limited ("Tolu", ASX:TOK, OTCQX:TOLUF) are pleased to release an updated Corporate Presentation.

Keep reading...Show less
Amaero International Limited

Amaero Secures Long-Term Supply Agreement for U.S.-Melt Titanium Bar

Amaero International Limited (ASX:3DA) ("Amaero" or the "Company") is pleased to announce that it has signed a 3-year Supply Agreement for U.S.-melt and forged titanium alloy bar with The Perryman Company ("Perryman").

Keep reading...Show less
Orange Minerals

Significant Silver and Base Metals in Rock Chips at Lennons Find

Orange Minerals NL (ASX: OMX) (“Orange” or “the Company”) is pleased to announce that it has received significant assay results from recent rock chip sampling at the Lennon’s Find project near Marble Bar in the Pilbara (Figure 2).

Keep reading...Show less

Latest Press Releases

Related News

×