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R ESOURCE S
December 8, 2025
SETTLEMENT OF CLASS ACTION LAWSUIT
VANCOUVER, BRITISH COLUMBIA – SouthGobi Resources Ltd. (TSX-V:SGQ)(HK:1878)
(“SouthGobi ” or the “Company ”) announces that reference is made to the announcements of the
Company dated January 8, 2014, November 9, 2015, May 31, 2016, September 22, 2017 and
August 13, 2025 (the “Announcements ”) in relation to the class action lawsuit in Canada.
The Company announces that, pursuant to the decision delivered on December 3, 2025 (the
“Decision ”) by Justice Morgan, a judge of the Superior Court of Justice of Ontario (the “Ontario
Court”), the previously disclosed settlement of the class action lawsuit (the “Class Action ”) filed
against the Company in relation to the Company ’s restatement of certain financial statements
previously disclosed in the Company ’s public fillings (the “Restatement ”), has been approved by
the Ontario Court.
As previously disclosed in the Company ’s public filings, in January 2014, Siskinds LLP, a Canadian
law firm, filed the Class Action against the Company, certain of its former senior officers and
directors, and its former auditor (the “Former Auditor ”), in the Ontario Court in relation to the
Restatement.
To commence and proceed with the Class Action, the plaintiff was required to seek leave of
the Court under the Ontario Securities Act ( “Leave Motion ”) and certify the action as a class
proceeding under the Ontario Class Proceedings Act. The Ontario Court rendered its decision on
the Leave Motion on November 5, 2015, dismissing the action against the former senior officers
and directors and allowing the action to proceed against the Company in respect of alleged
misrepresentation affecting trades in the secondary market for the Company ’s securities arising
from the Restatement. The action against the Former Auditor was settled by the plaintiff on the eve
of the Leave Motion.
Both the plaintiff and the Company appealed the Leave Motion decision to the Ontario Court of
Appeal. On September 18, 2017, the Ontario Court of Appeal dismissed the Company ’s appeal
of the Leave Motion to permit the plaintiff to commence and proceed with the Class Action.
Concurrently, the Ontario Court of Appeal granted leave for the plaintiff to proceed with their action
against the former senior officers and directors in relation to the Restatement.
The Company filed an application for leave to appeal to the Supreme Court of Canada in November
2017, but the leave to appeal to the Supreme Court of Canada was dismissed in June 2018.
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In December 2018, the parties agreed to a consent Certification Order, whereby the action against
the former senior officers and directors was withdrawn and the Class Action would proceed only
against the Company, creating the class plaintiffs ( “Class Plaintiffs ”) and permitting the Class
Plaintiffs to proceed with the Class Action against only the Company.
Counsel for the plaintiffs and the defendant successfully concluded a mediation process on
August 11, 2025 (the “Mediation ”), with the participation of the Company ’s insurers and under the
guidance of the former Chief Justice of Ontario, the Honourable George Strathy. A settlement (the
“Settlement ”) was finalized in a written agreement made as of October 2, 2025 (the “Settlement
Agreement ”), conditional upon final Ontario Court approval pursuant to the requirements set out in
the Class Proceedings Act (Ontario).
Under the Settlement Agreement, the Class Plaintiffs and the Company settled the Class Action
for CA$6.8 million, including all liability and class counsel fees, notice and administrative costs,
fees, costs and expenses related to the litigation and the Settlement (the “Settlement Payments ”).
The Settlement Payments are the obligation of the Company ’s insurers and have been paid by the
insurers to the solicitors representing the Class Plaintiffs.
The last remaining issue necessary for final approval of the Settlement is the expiration of a 30-
day appeal period beginning from the date of the Decision approving the Settlement. The appeal
period expires on January 2, 2026, during which an appeal of the Decision may be commenced on
or before that date.
The Settlement is based on the mutual consideration that should the litigation proceedings
continue, the costs incurred may exceed the amount of the Settlement agreed upon between
both parties through negotiation. Therefore, the Settlement is reached for economic benefits.
Upon the Settlement ultimately taking effect and in consideration of the Settlement Payment, the
Class Plaintiffs agree to forever and absolutely discharge, without qualification and limitation,
the Company and other released parties from any legal claims they may have in relation to the
Restatement and to take no further actions in respect of the matter.
The Settlement, if made effective, is within the Company ’s insured limits. Accordingly, the Company
has determined that a provision for this matter is not required on its financial statements.
The Company cannot provide any assurance that the Settlement will satisfy the conditions and
requirements necessary for it to become final. The Company continues to believe that it has a
strong defence on the merits of the said action and the Settlement shall not be construed in any
way as the Company ’s admission of responsibility and liability to the said action. The Settlement
was driven by Mediation process and the determining factor that the Settlement Payments are
within the insured limits provided by the Company ’s insurers. The Company will issue further
announcement(s) to update shareholders and potential investors regarding material developments
as and when necessary.
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About SouthGobi
SouthGobi, listed on the Hong Kong Stock Exchange and the TSX Venture Exchange, 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
Email: [email protected]
Mr. Ruibin Xu
Chief Executive Officer
Office: +1 604 762 6783 (Canada)
+852 2156 1438 (Hong Kong)
Website: www.southgobi.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.