Southgobi Announces Delay of Annual Filings and Application FOR a Management Cease Trade Order
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March 11, 2022
SOUTHGOBI ANNOUNCES DELAY OF ANNUAL FILINGS
AND APPLICATION FOR A
MANAGEMENT CEASE TRADE ORDER
VANCOUVER – SouthGobi Resources Ltd. (TSX: SGQ, HK: 1878) (“SouthGobi” or the
“Company”) announces that it has been advised by its external auditors (the “Auditors”) that
they will not be in a position to render an unmodified opinion on the Company’s annual
consolidated financial statements for the year ended December 31, 2021 (the “2021 Financial
Statements”) prior to the filing deadline of March 31, 2022 (the “ Annual Filing Deadline”)
because they have not been able to obtain sufficient evidence to support management’s going
concern assumptions. As a result, the Company wi ll not be able to file the 2021 Financial
Statements, accompanying Management Discussion & Analysis and CEO and CFO
certifications, and the Annual Information Form (collectively, the “2021 Annual Filings”) prior
to the Annual Filing Deadline as required un der applicable Canadian securities laws.
Accordingly, subsequent to the Annual Filing Deadline, the Company will be in default of its
continuous disclosure obligations under applicable Canadian securities laws and placed on
the defaulting issuers list of the British Columbia Securities Commission (“BCSC”).
The Company also announces that it will be making an application to the BCSC, the
Company’s principal securities regulator in Canada, under National Policy 12 -203 of the
Canadian Securities Administrators (“NP 12-203”) requesting that a management cease trade
order (“MCTO”) be granted in respect of the late filing of the 2021 Annual Filings. There is no
guarantee that a MCTO will be granted. However, if a MCTO is granted, the Company will
attempt to obtain and provide to the Auditors sufficient evidence to support management’s
going concern assumptions, and will attempt to obtain an unmodified opinion from the Auditors
on the 2021 Financial Statements prior to the expiry of the MCTO. Further, if a MCTO is
granted, the Company’s directors and senior officers and other insiders will not be able to
trade the Company’s securities while the MCTO is in effect, and the Company will be required
to comply with the provisions of the alternative information guidelines as set out in NP 12-203
for so long as the MCTO remains in effect, including the issuance of bi -weekly default status
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reports by way of press releases. The Company is not currently subject to any insolvency
proceedings. If the Company provide s any material information to any of its creditors during
the period in which the MCTO is in effect, the Company will also be required to file a material
change report under its profile on SEDAR (www.sedar.com) containing such information.
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 a MCTO is granted but the Company is unable to file the 20 21
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 prohibiting the trading by any person of any securities
of the Company, including trades in the Company’s common sha res 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. Trading prices and volatility of the
Company’s securities may be negatively affected and any investment in such securities could
suffer a significant decline or total loss in value.
The Company will make further announcements with respect to the status of the 2021 Annual
Filings as and when appropriate.
If there is any inconsistency or discrepancy between the English version and the Chinese
version, the English version shall prevail.
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)
Email: [email protected]
Website: www.southgobi.com