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SGQ.V ·

Completion of Land Breeze Sale Transaction

Mergers & Acquisitions

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August 30, 2022

COMPLETION OF LAND BREEZE SALE TRANSACTION

VANCOUVER – SouthGobi Resources Ltd. (TSX: SGQ, HK: 1878) (“SouthGobi” or the

“Company”) announces the completion of Land Breeze Sale Transaction. Reference is made

to the announcement of the Company dated May 27, 2022 (the “Announcement”) in relation

to the Sale Transaction. Unless otherwise specified, terms used in this announcement shall

have the meaning as defined in the Announcement.

The Company announces that, as disclosed in the press releases issued by Land Breeze and

JD Zhixing Fund L.P. (“ JDZF”) respectively on August 30, 2022, the Sale Transaction was

successfully completed on August 30, 2022. To the best of the Company’s knowledge and

information, as of a result the completion of the Sale Transaction, JDZF has become the

Company’s largest shareholder, holding a total of 64,766,591 common shares of the Company

which represents approximately 23.6% of the issued share capital of the Company as at the

date of this announcement, and also the registered holder of the Company’s US$250 million

Convertible Debenture.

In connection with the Sale Transaction, Land Breeze and Fullbloom, an affiliate of La nd

Breeze, have assigned to JDZF all of Land Breeze’s and Fullbloom’s respective rights in and

obligations under: (i) the Convertible Debenture and related security documents; (ii) the

Cooperation Agreement and related documents; (iii) the deferral agreeme nts 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.

About SouthGobi

SouthGobi, 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

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metallurgical and thermal coal deposits in South Gobi region of Mongolia. SouthGobi produces

and sells coal to customers in China.

Contact:

Investor Relations

Office: +852 2156 1438 (Hong Kong)

+1 604 762 6783 (Canada)

Email: [email protected]

Website: www.southgobi.com