LUXEMBOURG, Aug. 30, 2022 (GLOBE NEWSWIRE) -- Land Breeze II S.à r.l. issues the following press release in accordance with Canadian Securities Administrators’ National Investment 62-103:
Item 1. Security and Reporting Issuer
1.1 State the designation and securities to which this report relates and the name and address of the head office of the issuer of the securities.
Common shares of the capital of SouthGobi Resources Ltd. (“SouthGobi”), whose head office is located at 1100 – 355 Burrard Street, Vancouver, British Columbia, Canada, V6C 2G8.
1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.
The agreement to sell all of the acquiror’s interest in SouthGobi was a private transaction that was negotiated and completed outside of Canada.
Item 2. Identity of the Acquiror
2.1 State the name and address of the acquiror.
Land Breeze II S.à r.l. (“LB”)
18, avenue Marie-Therese
L-2132, Luxembourg
2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.
LB, a wholly-owned subsidiary of China Investment Corporation (“CIC”), pursuant to a sale agreement with JD Zhixing Fund L.P. dated May 26, 2022, on August 30, 2022 settled and completed the disposal of (i) all of the common shares of SouthGobi owned by it, being an aggregate of 64,766,591 common shares, representing approximately 23.62% of the issued and outstanding common shares of SouthGobi, and (ii) the convertible debenture in the principal amount of US$250 million (the “Debenture”) issued by SouthGobi (the “Transaction”).
The sale price was the amount of US$7,000,000 in aggregate paid for the common shares, equivalent to approximately Cdn$8,981,268 in aggregate and Cdn$0.1387 per common share, and an additional amount not exceeding the principal amount of the Debenture paid for the Debenture.
Item 3. Interest in Securities of the Reporting Issuer
3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities.
See item 2.2 above. Following completion of the Transaction, LB owns nil common shares of SouthGobi (i.e., 0% of the issued and outstanding common shares of SouthGobi).
3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over the securities that triggered the requirement to file the report.
See item 2.2 above.
3.3 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.
Immediately prior to the completion of the Transaction, LB owned (i) 64,766,591 common shares of SouthGobi, representing approximately 23.62% of the issued and outstanding common shares of SouthGobi, and (ii) the principal amount of US$250 million under the Debenture which, if converted at the conversion price of Cdn$8.88 (and the currency exchange rate of 0.7794) would represent approximately 36.12 million additional common shares. If the Debenture in the principal amount of US$250 million that remained outstanding was fully converted into SouthGobi common shares at the conversion price of Cdn$8.88 and the currency exchange rate of 0.7794 then, together with the actual common shares owned or controlled by LB immediately prior to the Transaction, LB (and CIC indirectly through LB) would own or control a total of approximately 100.89 million common shares or approximately 32.51% of the common shares of SouthGobi (calculated with a denominator inclusive of the number of common shares convertible under the Debenture).
Upon completion of the Transaction, LB and CIC own nil common shares of SouthGobi (i.e., 0% of the issued and outstanding common shares of SouthGobi).
Item 4. Consideration Paid
4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total.
See item 2.2 above.
Item 5. Purpose of the Transaction
State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:
(a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
(b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
(d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;
(e) a material change in the present capitalization or dividend policy of the reporting issuer;
(f) a material change in the reporting issuer’s business or corporate structure;
(g) a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;
(h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
(j) a solicitation of proxies from securityholders; and
(k) an action similar to any of those enumerated above.
LB has sold all of the common shares it previously held in SouthGobi as well as the Debenture. LB has no current intention to undertake any of the activities identified in (a) to (k). Following the completion of the Transaction, the two directors nominated by LB have resigned from the board of directors of SouthGobi.
Item 6. Exemption
If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.
Not applicable.
A copy of the amended early warning report to which this press release relates will be filed shortly on www.sedar.com under SouthGobi’s issuer profile.
Land Breeze II S.à r.l.
18, avenue Marie-Therese
L-2132, Luxembourg
For more information, please contact:
Land Breeze II S.à r.l.
NIU, Ben
+86 (10) 8409-6718
niuben@china-inv.cn (Email)
