National United Resources Holdings Limited Extends Outside Closing Date of Proposed Acquisition of Common Shares of SouthGobi Resources Ltd.

HONG KONG, Dec. 9, 2014 /CNW/ - National United Resources Holdings Limited (the "Company") announces that it signed an amendment agreement on December 2, 2014 (the "Amendment Agreement") to its previously announced and signed sale and purchase agreement dated July 29, 2014 (the "SPA") with Turquoise Hill Resources ("Turquoise Hill") pursuant to which, the Company shall acquire a 25.65% stake in SouthGobi Resources Ltd. (TSX stock symbol: SGQ and HKEx stock code: 1878.HK) ("SouthGobi" and the proposed acquisition, the "Acquisition"). The Amendment Agreement provides, among other matters, for an extension to the date by which closing of the transactions contemplated under the SPA must occur from November 30, 2014 to April 30, 2015. At the time of signing the SPA, the Acquisition represented a 29.95% stake in SouthGobi, which was before giving effect to the private placement of 24,360,773 common shares announced by SouthGobi on December 1, 2014.

The Acquisition is subject to a number of conditions, including approval of the Acquisition by the Company's shareholders, the approval by the Hong Kong Stock Exchange of shareholder documentation in relation to the Acquisition, and certain other customary closing conditions.  

About National United Resources Holdings Limited

The Company is listed on the Main Board of the Hong Kong Stock Exchange (stock code: 254) and is principally engaged in coking coal trading, natural resources related logistics business, outdoor media advertising and media related services.

In relation to its outdoor media advertising and media related services, the Company aims to provide the best comprehensive advertising services for its national and international clients through the integration of high quality outdoor media resources in the People's Republic of China and an all-round networking management platform. The Company commenced its business of coking coal trading in 2013 and has already successfully sourced coking coal supplies in Mongolia on behalf of its customers located in different jurisdictions.

Regulatory statements

The Company is purchasing the SouthGobi common shares pursuant to the Acquisition for investment purposes. At the present time, the Company has no current intention to purchase any further common shares in SouthGobi. It should be noted that any future acquisition of common shares in SouthGobi by the Company will be subject to compliance with applicable securities legislation and stock exchange rules (including the Hong Kong Code on Takeovers and Mergers and the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited) and be made by way of open market transactions, by private agreement, pursuant to financing transactions with SouthGobi or otherwise as considered appropriate in light of investment criteria, market conditions and other factors.

In purchasing the SouthGobi common shares that are the subject to the Acquisition, the Company is relying on the private agreement exemption from the formal take-over bid requirements set forth in section 100.1(1) of the Securities Act (Ontario) and section 4.2 of Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids.  The Company is entitled to rely on this exemption because (i) the purchase of the SouthGobi common shares pursuant to the Acquisition was made from not more than five persons or companies in the aggregate, (ii) the offer to purchase was not made generally to all holders of SouthGobi's common shares, and (iii) the value of the consideration paid for the Shares, including brokerage fees or commissions, was not greater than 115% of the market price of the SouthGobi common shares on the Toronto Stock Exchange, as determined in accordance with section 1.3 of the Ontario Securities Commission Rule 62-504 – Take-Over Bids and Issuer Bids and section 1.11(1) of Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids.

In connection with this press release, an early warning report will be filed by the Company in accordance with applicable securities laws. A copy of such early warning report shall be available on SEDAR at www.sedar.com and can be obtained on request from Mr. Jason Lam, Company Secretary, National United Resources Holdings Limited at Suite 5208, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong or on [phone].

SOURCE: National United Resources Holdings Limited

For media enquiries, please contact: Jason Lam (Company Secretary), Tel: [phone], Fax : [phone], Email: [email protected]