Southgobi Announces Revocation of Cease Trade Order
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February 8, 2021
SOUTHGOBI ANNOUNCES REVOCATION OF CEASE
TRADE ORDER
VANCOUVER – SouthGobi Resources Ltd. (TSX: SGQ, HK: 1878) (“SouthGobi” or the
“Company”) is pleased to announce that, on February 5, 2021, the British Columbia Securities
Commission, the Company’s principal securities regulator in Canada, and the Ontario
Securities Commission have granted a full revocation of the cease trade order issued against
the Company on June 19, 2020 (the “Cease Trade Order”).
The Cease Trade Order was originally issued as a result of the Company’s failure to file prior
to the prescribed filing deadline (i) its annual audited financial statements for the fiscal year
ended December 31, 2019 and accompanying Management Discussion & Analysis and CEO
and CFO certificates; (ii) its Annual Information Form for the fiscal year ended December 31,
2019; and (iii) its interim consolidated financial statements for the three month period ended
March 31, 2020 and accompanying Management Discussion & Analysis and CEO and CFO
certificates (collectively, the “ Required Filings ”). As date of hereof, the Company has
remedied its filing defaults by filing on SEDAR each of the Required Filings, as well as (i) its
interim consolidated financial statements for the three and six month periods ended June 30,
2020 and accompanying Management Discussion & Analysis and CEO and CFO certificates;
and (ii) its interim consolidated financial statements for the three and nine month periods
ended September 30, 2020 and accompanying Management Discussion & Analysis and CEO
and CFO certificates.
Although the Cease Trade Order has now been revoked, trading in the Company’s common
shares on the TSX remains halted as of the date hereof. As announced in the Company’s
press releases dated September 13, 2020 and December 17, 2020, the TSX is reviewing the
Company’s eligibility for continued listing of its common shares on the TSX pursuant to the
TSX’s Remedial Review Process (“ TSX Delisting Review”) and the TSX Continued Listing
Committee is scheduled to meet on February 11, 2021 to consider whether or not to suspend
trading in and delist the common shares of the Company. If the Company fails to demonstrate
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to the TSX that no delistin g criteria remain applicable on or before February 16, 2021, the
Company’s common shares will be delisted from the TSX 30 days from such date. While the
Company is taking such actions as it considers necessary in order to satisfy the TSX that no
delisting criteria remain applicable, there can be no assurance that the Company will be able
to do so prior to the deadline set by the TSX. If the Company’s common shares are delisted
by the TSX, this would be an event of default under the US$250 million convertible debenture
dated November 9, 2009 (the “ Convertible Debenture”) with Land Breeze II S.à.r.l. (“ Land
Breeze”), which would result in the automatic termination of the deferral periods under the
deferral agreement dated November 19, 2020 (the “ 2020 November Deferral Agreement”)
and all principal, interest and other amounts owing under the Convertible Debenture and the
2020 November Deferral Agreement becoming immediately due and payable, in each case
without the necessity of any demand upon or notice to the Company by Land Breeze.
The Company will make further announcements with respect to the TSX Delisting Review
process as and when appropriate.
CONTINUED SUSPENSION OF TRADING
Trading in the common shares of the Company on the Toronto Stock Exchange and the Hong
Kong Stock Exchange has been suspended since June 19, 2020 and August 17, 2020
respectively and will remain suspended until further notice.
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. 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