Voyage Wisdom Limited

April 18, 2016 16:28 ET

Voyage Wisdom Enters Into an Option Agreement for the Purchase of 10% of the Shares of SouthGobi

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 18, 2016) - With its change of Register of Members, Voyage Wisdom Limited (Voyage Wisdom), a private company owned by Messrs. Guo Yulan, Li Ningquiao and Aminbuhe (collectively, the VWL Shareholders), announced that on April 15, 2016 it entered into an Option Agreement (the Option Agreement) with Novel Sunrise Investments Limited (Novel Sunrise), the largest shareholder of SouthGobi Resources Ltd. (SouthGobi), pursuant to which Novel Sunrise granted Voyage Wisdom an option to purchase from Novel Sunrise (the Call Option), and Voyage Wisdom granted Novel Sunrise an option to sell to Voyage Wisdom (the Put Option), 25,768,162 common shares (the Option Shares) of SouthGobi currently owned by Novel Sunrise for a total purchase price of US$24,000,000 (Cdn$30,772,800), or US$0.93138 (Cdn$1.19422) per Option Share, payable in cash. The Option Agreement provides that the Call Option and Put Option may be exercised by Voyage Wisdom and Novel Sunrise, respectively, in whole but not in part, at any time prior to April 21, 2016 or such later date as the parties may agree in writing, but in no event later than October 21, 2016. The Option Shares represent 10% of the total number of common shares of SouthGobi issued and outstanding.

For the purposes of Multilateral Instrument 62-104 - "Take-Over Bids and Issuer Bids", as a result of the Option Agreement Voyage Wisdom is deemed to beneficially own the 25,768,162 Option Shares. Upon the exercise of either of the Options and the transfer of the Option Shares to Voyage Wisdom pursuant to the Option Agreement, Novel Sunrise would also acquire legal ownership and control of the Option Shares.

Voyage Wisdom is entering into the Option Agreement in order to secure the right to acquire the Option Shares for investment purposes. Depending on its evaluation of the business, prospects and financial condition of SouthGobi, the market for SouthGobi's securities, general economic conditions and other factors, Voyage Wisdom may acquire additional securities of SouthGobi, or sell some or all of the securities of SouthGobi it will hold, in the open market, by private agreement or otherwise.

Each statement in this press release of the percentage of total issued and outstanding common shares of SouthGobi owned or controlled by Voyage Wisdom is based on the disclosure of the total issued and outstanding common shares of SouthGobi contained in the public disclosure documents filed under SouthGobi's profile on SEDAR.

An early warning report is being filed by Voyage Wisdom in accordance with applicable Canadian securities laws and will be available on the SEDAR profile for SouthGobi at www.sedar.com.

For more information, or to obtain a copy of the early warning report to which this press release relates, please contact:

Allen Guo
Director
Voyage Wisdom Limited
Unit 8, 3/F, Qwomar Trading Complex, Blackburne Road, Port Purcell,
Road Town, Tortola, British Virgin Islands VG1110.
Telephone No: (852) 2156 0722
Email: Allen@VoyageWisdom.com

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