China Investment Corporation - Press Release

TORONTO, March 31 /CNW/ - China Investment Corporation issues the following press release in accordance with Canadian Securities Administrators' National Investment 62-103:

    
    1.  Name and address of the offeror

        China Investment Corporation, by its indirectly wholly-owned
        subsidiary Land Breeze II S.a.r.l. ("LB")
        c/o China Investment Corporation
        New Poly Plaza
        No. 1 Chaoyangmen Beidajie
        Dongcheng
        Beijing 100010
        China

    2.  The designation and number or principal amount of securities and the
        offeror's securityholding percentage in the class of securities of
        which the offeror acquired ownership or control in the transaction or
        occurrence giving rise to the obligation to file the news release,
        and whether it was ownership or control that was acquired in those
        circumstances.

        China Investment Corporation previously filed an early warning report
        in respect to a US$500 million secured convertible debenture (the
        "Debenture") LB purchased from SouthGobi Energy Resources Ltd.
        ("SouthGobi"). China Investment Corporation is a sovereign wealth
        fund of the People's Republic of China.

        Pursuant to the Debenture on March 29, 2010, SouthGobi exercised its
        right to call for the conversion of US$250 million of the Debenture
        and LB has acquired 21,560,961 common shares of SouthGobi.

    3.  The designation and number or principal amount of securities and the
        offeror's securityholding percentage in the class of securities
        immediately after the transaction or occurrence giving rise to the
        obligation to file a news release.

        After giving effect to the conversion noted in item 2 above and,
        together with a total of 3,081,650 of SouthGobi shares purchased by
        LB in conjunction with a global offering of shares by SouthGobi and
        pursuant to a Cornerstone Investment Agreement LB entered into with
        SouthGobi and its underwriters in January 2010, LB owns and controls
        24,642,611 common shares of SouthGobi, representing approximately
        13.4% of the issued and outstanding common shares of SouthGobi as of
        March 29, 2010. LB also continues to own US$250 million of principal
        amount under the Debenture which, if converted at the current
        conversion price of Cdn. $11.88 (and the currency exchange rate of
        0.9801) would represent approximately 21.5 million additional common
        shares. If the Debenture in the principal amount of US$250 million
        that remains outstanding after the conversion noted in item 2 above
        were fully converted into SouthGobi common shares at the current
        conversion price of Cdn. $11.88 and the currency exchange rate of
        0.9801 then, together with the actual common shares owned or
        controlled by LB as of the date hereof, LB would own or control a
        total of approximately 46.1 million common shares or approximately
        22.5% of the common shares of SouthGobi.

    4.  The name of the market in which the transaction or occurrence that
        gave rise to the news release took place.

        New shares issued by SouthGobi pursuant to the full exercise by
        SouthGobi of its rights under the existing Debenture to cause the
        conversion of up to 50% of the Debenture into common shares upon a
        qualified public offering.

    5.  The value, in Canadian dollars, of any consideration offered per
        security if the offeror acquired ownership of a security in the
        transaction or occurrence giving rise to the obligation to file a
        news release.

        US$250 million of the principal amount under the Debenture was
        converted into common shares at the price of Cdn$11.88 per common
        share, in accordance with the terms of the Debenture.

    6.  The purpose of the offeror and any joint actors in effecting the
        transaction or occurrence that gave rise to the news release,
        including any future intention to acquire ownership of, or control
        over, additional securities of the reporting issuer.

        LB holds SouthGobi common shares and the Debenture for investment
        purposes. LB has rights under the Debenture to convert the remaining
        US$250 million principal amount under the Debenture into common
        shares of SouthGobi after November 19, 2010. Subject to applicable
        regulatory and contractual restrictions LB may from time to time
        dispose of or acquire additional securities of SouthGobi.

    A copy of the amended early warning report to which this press release
relates has been filed on www.sedar.com under SouthGobi's issuer profile.

    China Investment Corporation
    New Poly Plaza
    No. 1 Chaoyangmen Beidajie
    Dongcheng
    Beijing 100010
    China
    

SOURCE CHINA INVESTMENT CORPORATION

For further information: For further information: please contact China Investment Corporation, Shuilin Wang, +86 (10) 6408 6277, +86 (10) 6408-6908 (FAX)

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CHINA INVESTMENT CORPORATION

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