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R ESOURCE S
January 28, 2026
INSIDE INFORMATION
IMPORTANT NOTICE REGARDING
THE LAW ON MINERAL RESOURCES OF MONGOLIA
This announcement is made by SouthGobi Resources Ltd. (the “Company ”) pursuant to Rule
13.09(2)(a) of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange and
the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter
571 of the Laws of Hong Kong).
The Company announces that its Mongolian legal counsel has advised that legal persons holding a
Mongolian mining license for a deposit designated by the Mongolian government as a strategically
important mineral deposit ( “Mineral Deposits of Strategic Importance ”) are subject to certain
ownership regulations under the Law on Mineral Resources of Mongolia, but there is uncertainty as
to how these regulations will be interpreted and applied to a publicly-listed company which is the
beneficial owner of a Mineral Deposit of Strategic Importance. As of the date of this announcement,
the deposits covered by four of the Company ’s Mongolian mining licenses have been designated as
Mineral Deposits of Strategic Importance by Mongolian government authorities. The relevant mining
licenses relate to the Company ’s Ovoot Tolgoi Mine and the Soumber Deposit.
Based on the advice of Mongolian legal counsel, the Company understands that, under Article
5.7 of the Law on Mineral Resources of Mongolia, any legal person holding a special license for a
Mineral Deposit of Strategic Importance shall not, individually or jointly with other entities having
a common interest, hold more than 34% of the total issued and outstanding shares of such legal
person. In the event that the aforementioned ownership restriction is not complied with, Article
9.1.16 of the Law on Mineral Resources of Mongolia provides the Mongolian government with the
right to appoint a plenipotentiary representative to take charge of managing such legal person to
ensure compliance with the law.
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The Company ’s Mongolian legal counsel has advised that, while there is no clarity as to how the
aforementioned ownership restriction will be interpreted and applied in practice to a publicly-listed
company like the Company, they are of the view that the ownership restriction set forth in Article
5.7 of the Law on Mineral Resources of Mongolia is likely to be determined with reference to
the beneficial shareholders of the publicly-listed company. In other words, in the case of the
Company, should any single shareholder (or parties acting in concert collectively) hold more than
34% of the Company ’s issued and outstanding shares, the Company could be considered to be in
contravention of Article 5.7 of the Law on Mineral Resources of Mongolia.
The Company has been further advised by its Mongolian legal counsel that the aforementioned
ownership restrictions under the Law on Mineral Resources of Mongolia are ambiguous as it relates
to their application to the Company or any other publicly-listed company. As of the date hereof, the
Company is not aware of any judicial case in Mongolia which sets a precedent as to, or provides
clarity or interpretive guidance on, how the ownership restriction in Article 5.7 of the Law on Mineral
Resources of Mongolia would be applied to a public-listed company. Accordingly, the Company is
not in a position as of the date hereof to provide any reasonable assurance or guidance as to how
the current ownership regulations under the Law on Mineral Resources of Mongolia may be applied
to the Company in the future.
As of the date of this announcement and to the knowledge of the Company, the single largest
shareholder of the Company holds approximately 28.87% of the Company ’s total issued and
outstanding shares, and currently there is no shareholder which holds more than 34% of the
Company ’s total issued and outstanding shares. As disclosed in the Company ’s announcement
dated May 8, 2025, Southgobi Sands LLC ( “SGS”), the Company ’s wholly-owned Mongolian
subsidiary, received a letter from a plenipotentiary representative of the Mongolian government
which invited SGS to participate in negotiations to determine the Mongolian state ’s ownership
interest in SGS, being the legal entity, which holds the Company ’s coal mining licenses in Mongolia.
As of the date hereof, SGS is in continued discussions with the plenipotentiary representative
of the Mongolian Government. The Company anticipates that the discussions between SGS and
the plenipotentiary representative of the Mongolian Government will continue and both parties
will endeavour to engage in good faith for the purpose of arriving at a mutual and constructive
understanding and agreement. The Company intends to fully cooperate with the Mongolian
government and provide all necessary information to the extent permitted by applicable law.
The Company will monitor the developments concerning changes in the scope of the Mineral
Deposit of Strategic Importance, while seeking to protect its lawful interests and rights over its
mineral deposits.
The Company will issue further announcement(s) to update shareholders and potential investors
regarding material developments as and when necessary.
Shareholders and potential investors of the Company should exercise caution when dealing
in the shares of the Company.
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If there is any inconsistency or discrepancy between the English and Chinese versions, the English
version shall prevail.
By order of the Board
SouthGobi Resources Ltd.
Yingbin Ian He
Lead Director
Hong Kong: January 28, 2026
As at the date of this announcement, the executive directors of the Company are Mr. Ruibin Xu,
Ms. Chonglin Zhu and Mr. Chen Shen; the independent non-executive directors of the Company are
Mr. Yingbin Ian He, Ms. Jin Lan Quan and Mr. Fan Keung Vic Choi; and the non-executive directors
of the Company are Mr. Zhu Gao and Mr. Zaixiang Wen.
Forward-Looking Statements
Certain information 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 negotiations with the plenipotentiary
representative of the Mongolian government and how the ownership restrictions under the Law
on Mineral Resources of Mongolia may be applied to the Company in the future. 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 Company ’s
discussions with the plenipotentiary representative of the Mongolian government 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 the website of the
Hong Kong regulatory filings and disclosures of listed issuer information. These can be found
under the Company ’s profile on SEDAR+ and HKEXnews respectively, at www.sedarplus.ca and
www.hkexnews.hk.
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
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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.