SouthGobi Completes $459M Equity Offering and Listing on the Hong Kong SE

On January 29, 2010, SouthGobi Energy Resources Ltd. completed a global offering of 27,000,000 of its common shares by way of 2,700,000 common shares through a public offering in Hong Kong, 21,600,000 common shares through an international private placement (together the international offering) and a public offering of 2,700,000 common shares in Canada (the Canadian offering) at a price of $17 per common share, for gross proceeds of $459,000,000.

The international offering was conducted through Citigroup Global Markets Asia Limited and Macquarie Capital Securities Limited as joint global co-coordinators, bookrunners, lead managers and sponsors of the international offering in conjunction with a secondary listing of the common shares on the main board of The Stock Exchange of Hong Kong Limited in addition to its current listing on the Toronto Stock Exchange. The Canadian offering was conducted through Citigroup Global Markets Canada Inc., Macquarie Capital Markets Canada Ltd., Genuity Capital Markets and Salman Partners Inc.

On February 26, 2010, the Canadian underwriters partially exercised their over-allotment option and purchased an additional 228,100 common shares of SouthGobi for $3,877,700, bringing the total gross proceeds of the offering to $462,877,700. Proceeds of the offering will be used to expand SouthGobi's Ovoot Tolgoi coal mine in Mongolia, develop regional transportation infrastructure, construct additional facilities and expand its exploration activities. The listing was the first listing of a Canadian mining company on the Hong Kong Stock Exchange, and the first listing by any Canadian company in conjunction with a stock offering.

SouthGobi was represented by the Vancouver office of Goodmans LLP with a team led by Paul Goldman that included Alex Bayer, Kimberly Burns and Matthew Kirk as Canadian counsel; and by the Hong Kong office of Dorsey & Whitney LLP with a team led by David Richardson that included Kenneth Kwok, Eden McMahon and Duffy Lorenz as Hong Kong and US counsel.

The underwriters were represented by the Vancouver office of Blake, Cassels & Graydon LLP with a team led by Peter O'Callaghan that included Olen Aasen and Michael Macaulay as Canadian counsel; and by Skadden, Arps, Slate, Meagher & Flom LLP's Hong Kong office with a team led by Dominic Tsun that included Alec Tracy, Robert Wray and Henry Cheng as Hong Kong and US counsel.