SouthGobi Resources Limited
TSX : SGQ
HKSE : 1878

SouthGobi Resources Limited

June 29, 2015 20:00 ET

SouthGobi Resources Advises Allocation Under Private Placements Announced on June 22, 2015

HONG KONG, CHINA--(Marketwired - June 29, 2015) - SouthGobi Resources Ltd. (TSX:SGQ)(HKSE:1878) ("SouthGobi" or the "Company") advises it has made allocations under private placements as announced on June 22, 2015 with CITIC Merchant Co., Limited ("CITIC Merchant") and Swiss Life Gestion Privée ("Swiss Life GP") (together the "Investors") as investors for the issue of new common shares in the Company (each, a "Common Share"). The Investors have agreed to subscribe for 55,000,000 new Common Shares, for aggregate gross proceeds of up to approximately US$31.6 million, in the following amounts:

Number of new
Common Shares
New Common Shares
as percentage of Company's
outstanding Common Shares
following the private placements
Gross proceeds,
US$ million
CITIC Merchant 50,000,000 17% 28.7
Swiss Life GP 5,000,000 2% 2.9
Total 55,000,000 19% 31.6

CITIC Merchant is the merchant banking arm of the CITIC Group and is principally engaged in the provision of strategic advisory services and financing solutions for the state-owned and private enterprises in diversified sectors, in particular, healthcare, energy and resources sectors. Swiss Life GP is the asset management company of the SwissLife Banque Privée in France, a European private bank under Swiss Life Group which is one of Europe's leading comprehensive life insurance, pensions and financial solutions providers.

The proceeds from the private placements will be applied towards the Company's working capital to meet the Company's current obligations and to fund its operations in the coming months. Please refer to the Company's announcement of June 22, 2015, available on SEDAR at www.sedar.com, for more details on these private placements in the context of the Company's overall funding plan.

The placing price is CAD$0.71 per share ("Placing Price"), which represents a discount of approximately 20% to the five day volume weighted average price of the common shares on the Toronto Stock Exchange ("TSX") at June 19, 2015. The Placing Price was determined with reference to the prevailing market price of the Common Shares and was negotiated on an arm's length basis between the Company and the investors.

The new Common Shares represent in the aggregate an approximately 19% equity interest in the Company following completion of the issuance. The new Common Shares will be subject to resale restrictions for four months and one day after the closing date of the placing, unless permitted under applicable securities legislation.

The closing of the private placements and related transactions is subject to necessary approvals to issue the new Common Shares including by the TSX and the Stock Exchange of Hong Kong Limited, and in the case of CITIC Merchant is subject to completion of due diligence and the approval of their board. Additionally, after closing of its private placement, CITIC Merchant will be entitled to nominate one director for appointment or election, from time to time, to the board of directors of the Company for so long as it and its affiliates beneficially own directly or indirectly 10% or more of the outstanding Common Shares of the Company.

About SouthGobi

SouthGobi, listed on the Toronto and Hong Kong stock exchanges, is focused on exploration and development of its metallurgical and thermal coal deposits in Mongolia's South Gobi Region. It has a 100% shareholding in SouthGobi Sands LLC, a Mongolian registered company that holds the mining and exploration licences in Mongolia and operates the flagship Ovoot Tolgoi coal mine. Ovoot Tolgoi produces and sells coal to customers in China.

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