breaking news Early Warning News Release for JD Zhixing Fund LP - Business News lastminute news
GEORGE TOWN, Cayman Islands--(Newsfile Corp. - May 26, 2022)- JD Zixing Fund LP ("The"Fund") 64,766,591 common shares (each, one "common share") SouthGobi
GEORGE TOWN, Cayman Islands–(Newsfile Corp. – May 26, 2022)- JD Zixing Fund LP (“The”Fund“) 64,766,591 common shares (each, one “common share“) SouthGobi Resources Ltd. (“)Corporation“) LAND BREEZE II SARL (“”vendor“) for US$7,000,000 or approximately CAD$8,985,900, at an exchange rate of 1.2837 Canadian dollars to one (1) United States dollar as of May 25, 2022, using the Bank of Canada, representing a price of CAD$0.1387 per share (“share acquisition“. The Fund also agreed to acquire the Corporation’s secured convertible debentures, representing the US$250 million principal amount outstanding as of November 19, 2009 (“convertible debentures“) from the seller for an aggregate purchase price not exceeding the principal amount represented by convertible debentures (“”convertible debenture acquisition“And with the share acquisition,”as proposed acquisition“. The convertible debenture is convertible into common shares of the Corporation at a minimum price of $8.88 per share,
The proposed acquisition will take place outside Canada in a private arrangement and will not take place on a stock exchange or through any other market facilities.
Immediately prior to agreeing to complete the proposed acquisition, the fund did not hold any common shares of the corporation or other securities that were convertible into common shares. Immediately following the proposed acquisition, the Fund will hold 64,766,591 common shares, representing 23.62% of the Corporation’s issued and outstanding common shares, without affecting any conversion of any of the issuer’s convertible securities, including convertible debentures.
Bank of Canada convertible, assuming the entire principal amount of convertible debentures to common shares at a conversion price of CAD$8.88 per share, as of May 25, 2022, using one (1) United States dollar to 1.2837 Canadian dollar exchange rate On conversion of debentures, the Fund will receive 36,140,202 common shares and 100,906,793 ordinary shares issued on a partially diluted basis and representing 32.51% of the outstanding common shares.