SGQ.V · 2019-04-02 12:00:00

Adoption of dividend policy

Corporate Actions

April 2, 2019

VANCOUVER – SouthGobi Resources Ltd. (TSX: SGQ; HK: 1878) (“SouthGobi” or the “Company”)

is pleased to announce that the board of directors (the “Board”) has approved and adopted a dividend

policy (the “Dividend Policy”) effective from March 27, 2019. According to the Dividend Policy, the

Board shall consider the following factors in determining if and when dividends should be declared

and paid in the future based on, amongst other things:

i. the actual and expected financial results of the Company at the relevant time (including

whether the Company has adequate retained earnings);

ii. economic conditions and other internal or external factors that may have an impact on the

business or financial performance and position of the Company;

iii. the Company’s business strategy and operational plans, including future cash

commitments and investment needs to sustain the long-term growth of the Company;

iv. the current and expected liquidity position and capital requirements of the Company; and

v. any other factors that the Board deems appropriate.

The declaration of dividends (if any) by the Board pursuant to this Dividend Policy shall be subject to:

i. the Board receiving a certificate from the Chief Executive Officer and Chief Financial

Officer of the Company as to the financial condition of the Company;

ii. the Board satisfying itself that the Company does not have reasonable grounds to

conclude that (a) the Company is insolvent; or (b) the payment of the dividend would

render the Company insolvent;

iii. there being no agreement to which the Company is party which restricts the ability of the

Company to declare and pay dividends;

iv. compliance with the provisions of the Company’s articles, stock exchange requirements

and applicable law; and

v. the Board determining that the dividend is in the best interest of the Company and its

shareholders.

The Board will review this Dividend Policy from time to time and has the right to amend, suspend or

terminate this Dividend Policy at any time in its sole and absolute discretion. There is no assurance

that dividends will be paid in any particular amount for any given period. If a dividend is declared by

the Board, all of the Company’s common shares are entitled to an equal share in any dividends

declared and paid.

About SouthGobi

SouthGobi, listed on the Toronto and Hong Kong stock exchanges, owns and operates its flagship

Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licences of its other metallurgical and

thermal coal deposits in South Gobi Region of Mongolia. SouthGobi produces and sells coal to

customers in China.

Contact:

Investor Relations

Kino Fu

Hong Kong: +852 2156 7030

Canada: +1 604 762 6783

Website: www.southgobi.com