Alexander Molyneux, President and CEO of SouthGobi Energy Resources
Ltd. (TSX VENTURE: SGQ), announced today that SouthGobi will
accelerate the development of its Mongolian coal projects through
its wholly-owned Mongolian operating subsidiary, Southgobi sands
LLC.
SouthGobi's Mongolian investment program during the next three
to five years is planned to include:
- Expansion of the Ovoot Tolgoi Mine. SouthGobi intends to
expand the Ovoot Tolgoi open-pit mine to a targeted eight million
tonnes of high-quality coal per year from the current sales target
of 1.5 million tonnes for 2009. The mine is in Mongolia's South
Gobi Region, approximately 40 kilometres north of the
Mongolia-China border.
- Development of the Soumber deposit. SouthGobi intends to
develop a separate coal mining operation at Soumber, approximately
20 kilometres east of the Ovoot Tolgoi Mine. Work is subject to
completion of feasibility studies and securing appropriate licenses
and permits.
- Development of regional transportation infrastructure.
SouthGobi will continue investing in improvements to the regional
road network at and around the Ovoot Tolgoi Mine. It also will
evaluate opportunities to participate in the development of a
cross-border rail link between the Ovoot Tolgoi Mine and the
Mongolia-China border crossing at Shivee Khuren-Ceke. Ceke, on the
China side of the border, is a major coal shipment terminal with
rail connections to industrial customers.
- Construction of a coal washing facility. SouthGobi is
conducting preliminary testing of the washability of its coals.
Testing so far indicates that value, and jobs, can be added by
processing some of its coal products in Mongolia to reduce sulphur
and ash content and upgrade other specifications.
- Creation of approximately 300 new jobs. Based on studies of
the planned investments, SouthGobi believes that its coal
operations can play an even more significant role in expanding the
regional economy through new jobs, skills training and new
contracts with Mongolian suppliers for goods and services.
Mr. Molyneux said financing for the investment program has been
secured from a wholly-owned subsidiary of China Investment
Corporation ("CIC"), which will provide US$500 million in the form
of a secured, convertible debenture bearing interest at 8.0%.
"Our continued exploration successes have significantly expanded
our coal resources in Mongolia's South Gobi - and now we are in a
position to develop our company into a prominent regional producer
and exporter," Mr. Molyneux added.
"We recently announced our Measured and Indicated coal resource
base, compliant with the Canadian NI 43-101 reporting standard, has
increased from 221.2 million tonnes to 307.6 million tonnes, a jump
of 39%. We also announced the initial resource at Soumber, an
entirely new coal deposit in the South Gobi, and there is
significant potential for other discoveries."
Mr. Molyneux said SouthGobi also was encouraged by the improving
investment climate in Mongolia that has enabled the company to
secure an attractive financing package.
"Through this expanded investment program, we can accelerate the
transformation of Mongolian coal resources into jobs, enhanced
prosperity and sustainable development for Mongolia. This is not
just about expanding our mining capacity. This investment program
will see us take the first step toward establishing value-added
processing in Mongolia, which now is a priority for the Mongolian
Government. SouthGobi's plans include building a large and
sophisticated coal-washing facility to sell processed coal
products. We also will work with Mongolian partners in building
transportation infrastructure in the region."
Higher Mongolian government revenues, skills training and
added-value products
SouthGobi's accelerated investment program will provide many
benefits for Mongolia and the Mongolian people, including:
- Increased revenues to the Government of Mongolia through
royalties, fees and taxes.
- Additional training, employment and professional development
opportunities. As at the end of September, a total of 97% of
Southgobi sands' 278 employees are Mongolian nationals and the
company now expects to double its total employee base by 2014.
- The introduction of modern technologies to Mongolia to add
value by manufacturing processed coal products.
- The stimulation of economic growth in the South Gobi Region
and elsewhere in Mongolia. Southgobi sands already sources more
than 90% of its supplies within Mongolia.
Key terms of the new financing facility
Following an extensive review of financing options and
discussions with a number of major funds and financiers, SouthGobi
has entered into an agreement with a wholly-owned investment
subsidiary of CIC, which will provide US$500 million in financing
required primarily to support the accelerated investment program in
Mongolia. Up to US$120 million of the financing may also be used
for working capital, repayment of debt due on funding, general and
administrative expenses and other general corporate purposes. The
proposed financing has received conditional approval from Canada's
TSX Venture Exchange.
Key commercial terms of the financing include:
- Interest. 8% per annum (6.4% payable in cash and 1.6% payable
in SouthGobi shares, where the number of shares to be issued is
calculated based on the 50-day volume-weighted average price
(VWAP).
- Term. Maximum of 30 years.
- Security. First charge over SouthGobi's assets, including
shares of its material subsidiaries.
- Conversion price. The conversion price is set as the lower of
C$11.88 or the 50-day VWAP at the date of conversion, with a floor
price of C$8.88 per share. Assuming full conversion at the base
price of C$11.88 and that any conversion occurs following SouthGobi
achieving a 25% public float (on an as converted for the debenture
loan basis), CIC's overall shareholding interest in SouthGobi would
be approximately 22%.
- Conversion timing. SouthGobi and CIC each have various rights
to call conversion of the debenture into common shares. CIC has the
right to convert the debenture, in whole or in part, into common
shares 12 months after the date of issue. SouthGobi has the right
to call for the conversion of up to US$250 million of the debenture
on the earlier of 24 months after the issue date, if the market
price of its common shares is greater than C$10.66, or upon
SouthGobi achieving a public float of 25% of its common shares
under certain agreed circumstances. If SouthGobi fully exercises
its conversion right immediately following its achieving a 25%
public float (on an as converted for the debenture loan basis) and
assuming conversion at the C$11.88 base price, CIC's initial
shareholding interest in SouthGobi would be approximately 11%.
- Representation on SouthGobi Board. While the debenture loan is
outstanding, or while CIC has a minimum 15% direct or indirect
stake in SouthGobi, CIC has the right to nominate one director to
SouthGobi's Board. SouthGobi currently has eight Board members.
- Voting restriction. CIC has agreed that it will not have any
voting rights in SouthGobi beyond 29.9% if CIC ever acquires
ownership of such a shareholder stake through exercising the
debenture.
- Pre-emption rights. While the debenture loan is outstanding,
or while CIC has a 15% direct or indirect stake in SouthGobi, CIC
has certain pre-emption rights on a pro-rata basis to subscribe for
any new shares to be allotted and issued by SouthGobi for the
period which the debenture is outstanding. The pre-emption rights
will not apply to new shares issued pursuant to pro-rata public
equity offerings made to all shareholders, exercise of stock
options and shares issued to achieve a 25% public float.
- Right of first offer. While a portion of the debenture is
outstanding, or while CIC has a 15% direct or indirect stake in
SouthGobi, CIC has the right of first offer for any direct and
indirect sale of Ivanhoe Mines' ownership stake in SouthGobi.
Ivanhoe Mines currently owns directly and indirectly approximately
105.8 million SouthGobi shares, or approximately 79.13% of
SouthGobi's current issued and outstanding shares.
- Registration Rights. CIC has registration rights under
applicable Canadian provincial securities laws in connection with
the common shares issuable upon conversion of the debenture.
In conjunction with the financing, SouthGobi will also enter
into a mutual co-operation agreement with a subsidiary of CIC.
Under the terms of the agreement, CIC's subsidiary will provide
advice and services to SouthGobi on matters that include sales to
China, procurement and logistics, and will receive a customary
commercial payment for such services based on product sales from
Mongolia to China. If cumulative coal sales fall below 10 million
tonnes during an initial five-year period (an average of two
million tonnes per year), SouthGobi would be obliged to pay CIC's
subsidiary a compensatory payment, less any amount previously paid
under the co-operation agreement. This amount would be payable at
SouthGobi's option in cash or common shares valued on the basis of
the 50-day VWAP.
China Investment Corporation
CIC is the sovereign wealth fund of the People's Republic of
China.
Information about CIC is available on its website:
www.china-inv.cn/cicen/about_cic/aboutcic_overview.html
Transaction advisers
SouthGobi's financial adviser for the financing facility was
Macquarie Capital Advisers. CIC was advised by Citigroup Global
Markets Asia Limited.
About SouthGobi Energy Resources
SouthGobi Energy Resources is focused on exploration and
development of its Permian-age metallurgical and thermal coal
deposits in Mongolia's South Gobi Region. The company's flagship
coal mine, Ovoot Tolgoi, is producing and selling coal to customers
in China. The company plans to supply a wide range of coal products
to markets in Asia.
Forward-Looking Statements: This document includes
forward-looking statements. Forward-looking statements include, but
are not limited to, Expansion of Ovoot Tolgoi Mine; Development of
the Soumber Deposit; Development of regional transportation
infrastructure; Construction of a coal washing facility; Plans to
supply a wide range of coal products to markets in Asia; Conversion
price; Conversion timing; and other statements that are not
historical facts. When used in this document, the words such as
"could," "plan," "estimate," "expect," "intend," "may,"
"potential," "should" and similar expressions are forward-looking
statements. Although SouthGobi Energy Resources believes that the
expectations reflected in these forward-looking statements are
reasonable, such statements involve risks and uncertainties and no
assurance can be given that actual results will be consistent with
these forward-looking statements. Important factors that could
cause actual results to differ from these forward-looking
statements are disclosed under the heading "Risk Factors" in
SouthGobi Energy's Management's Discussion and Analysis of
Financial Condition and Results of Operations for the year ended
Dec. 31, 2008, and each of the months ended March 31, 2009, and
June 30, 2009, all of which are available at www.sedar.com.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
Contacts: SouthGobi Energy Resources Ltd. Alexander Molyneux
President & CEO +852 6111 4281 SouthGobi Energy Resources Ltd.
Steven Feldman Investor Relations Manager +1 604 681 6799
www.southgobi.com
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