Corporate Update
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April 14, 2022
CORPORATE UPDATE
VANCOUVER – SouthGobi Resources Ltd. (TSX: SGQ, HK: 1878) (“SouthGobi” or the
“Company”) announces that reference is made to the Company ’s announcements dated
March 11, March 24, March 28 and March 31, 2022 (the “ Announcements”). Unless
otherwise defined herein, capitalized terms used in this announcement shall have the same
respective meanings as defined in the Announcements.
The Company provides this bi -weekly default status report in relation to the management
cease trade order dated April 1, 2022 (“MCTO”) granted by the British Columbia Securities
Commission (“ BCSC”) pursuant to National Policy 12 -203 - Cease Trade Orders for
Continuous Disclosure Defaults ("NP 12-203"). With the granting of the MCTO, the Company
has until May 30, 2022, being the expiry date of the MCTO, to file the 2021 Annual Filings.
The Company is required to file bi-weekly default status reports in accordance with NP 12-203
until such time that as the default in filing the 2021 Annual Filings is remedied. Pursuant to the
MCTO, the Ch ief Executive Officer and the Chief Financial Officer of the Company are not
permitted to trade any securities of the Company unless and until such time as the Company
files the 2021 Annual Filings. While the MCTO is in effect, the shareholders of the Company
will continue to be able to trade the Company’s common shares on the Toronto Stock
Exchange (“TSX”) and the Hong Kong Stock Exchange (“HKEx”).
As disclosed in its announcements dated March 11, March 24, March 28 and March 31, 2022,
the Company was advised by its external auditors (the “Auditors”) that they were not able to
render an unmodified opinion on the Company’s 2021 Financial Statements prior to the Annual
Filing Deadline as they have not been able to obtain sufficient evidence to support
management’s going concern assumptions. Consequently, the Company was not able to file
the 2021 Annual Filings prior to the Annual Filing Deadline as required under applicable
Canadian securities laws.
The Company will attempt to obtain and provide the Au ditors with sufficient evidence to
support management’s going concern assumptions, and will attempt to obtain an unmodified
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opinion from the Auditors on the 2021 Financial Statements prior to the expiry of the MCTO.
Unless and until such time as the Company files the 2021 Annual Filings, shareholders and
potential investors of the Company are urged to exercise extreme caution when dealing in the
securities of the Company. If the Company is unable to file the 2021 Annual Filings prior to
the expiry of the MCTO, it is anticipated that the BCSC will issue a general “failure to file”
cease trade order (“ CTO”) prohibiting the trading by any person of any securities of the
Company, including trades in the Company’s common shares made through the TSX, which
would take effect shortly after the expiry of the MCTO and would remain in place until such
time as the 2021 Annual Filings have been filed. In the event a CTO is issued, the Company
anticipates that the trading in the Company’s common shares will be halted on the TSX, and
the trading in the common shares of the Company on the HKEx will also be suspended until
such time as the CTO is lifted and trading resumes on the TSX.
Other than as disclosed herein, the Company confirms that since March 31, 2022: (i) t here
have been no material changes to the information set out in the Announcement dated March
31, 2022 that has not been generally disclosed; (ii) there have been no failures by the
Company in fulfilling its stated intentions with respect to satisfying the provisions of the
alternative information guidelines under NP 12-203; (iii) there has been no other, or anticipated,
specified default under NP 12-203 concerning the Company; and (iv) there is no other material
information concerning the affairs of the Company that has not been generally disclosed.
If there is any inconsistency or discrepancy between the English version and the Chinese
version, the English version shall prevail.
Shareholders of the Company and potential investors are advised to exercise c aution
when dealing in the securities of the Company.
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
Office: +852 2156 1438 (Hong Kong)
+1 604 762 6783 (Canada)
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Email: [email protected]
Website: www.southgobi.com
Forward-Looking Statements
Certain informa tion included in this press release that is not current or historical factual
information constitutes forward -looking statements or information within the meaning of
applicable securities laws (collectively, “forward -looking statements”), including informa tion
regarding the Company’s expectation that the BCSC will issue a CTO against the company if
the Company cannot file the 2021 Annual Filings prior to the expiry of the MCTO. Forward -
looking statements are frequently characterized by words such as “plan”, “expect”, “project”,
“intend”, “believe”, “anticipate”, “could”, “should”, “seek”, “likely”, “estimate” and other similar
words or statements that certain events or conditions “may” or “will” occur. Forward -looking
statements are based on certain factors and assumptions including, among other things, the
ability of the Company to obtain and provide to the Auditors sufficient evidence to support
management’s going concern assumptions, and obtain an unmodified opinion from the
Auditors on the 2021 Financial Statements prior to the expiry of the MCTO and other similar
factors that may cause actual results to differ materially from what the Company currently
expects. Actual results may vary from the forward-looking statements. Readers are cautioned
not to place undue importance on forward -looking statements, which speaks only as of the
date of this disclosure, and not to rely upon this information as of any other date. While the
Company may elect to, it is under no obligation and does not undertake to, update or revise
any forward-looking statements, whether as a result of new information, further events or
otherwise at any particular time, except as required by law. Additional information concerning
factors that may cause actual results to materially differ from those in such forward -looking
statements is contained in the Company’s filings with Canadian securities regulatory
authorities and can be found under the Company’s profile on SEDAR at www.sedar.com.