Voyage Wisdom Limited

January 11, 2017 16:30 ET

Voyage Wisdom Exercises Its Option to Purchase Shares of SouthGobi

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 11, 2017) - Voyage Wisdom Limited (Voyage Wisdom) announced that earlier today, but with effect from December 31, 2016, it completed the documentation of the acquisition of 25,768,162 common shares (the Purchased Shares) of SouthGobi Resources Ltd. (SouthGobi) from Novel Sunrise Investments Limited (Novel Sunrise) pursuant to its exercise of the call option contained in the option agreement between Voyage Wisdom, Novel Sunrise and the shareholders of Voyage Wisdom made as of April 15, 2016 (as amended by extension agreements dated April 21, 2016 and October 21, 2016, and as further amended and supplemented by a Settlement Agreement entered into on January 11, 2017, which is deemed to take effect as of December 31, 2016 (the Settlement Agreement)), for a total purchase price of RMB166,773,600 (equivalent to US$24,000,000 and Cdn$32,162,400 as at December 21, 2016) (the Consideration).

The Consideration was paid to, and accepted by, Novel Sunrise on December 21, 2016 in Chinese yuan renminbi (RMB), notwithstanding that the Option Agreement provided that the Consideration would be paid in US dollars. Under the terms of the Settlement Agreement, Voyage Wisdom has agreed that either (i) it will procure payment of US$24,000,000 to Novel Sunrise on or before December 31, 2017 (at which point the RMB paid as the Consideration would be refunded), or (ii) if such US$24,000,000 is not paid to Novel Sunrise on or before December 31, 2017, it will compensate Novel Sunrise in RMB for any foreign exchange decline in the USD value of the Consideration from December 21, 2016 to December 31, 2017.

As a result of its acquisition of the Purchased Shares, Voyage Wisdom currently owns and controls 25,768,162 common shares of SouthGobi, representing 9.999% of the issued and outstanding common shares of SouthGobi. The acquisition of the Purchased Shares is financed by four independent lenders and the Purchased Shares will be pledged to the lenders.

Voyage Wisdom acquired the Purchased 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 may sell some or all of the securities of SouthGobi which it holds, in the open market, by private agreement or otherwise.

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

An early warning report is being filed by Voyage Wisdom in accordance with applicable Canadian securities laws and will be available under SouthGobi's profile on SEDAR 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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