Southgobi Announces Voting Results of the Special Meeting
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August 29, 2024
SOUTHGOBI ANNOUNCES VOTING RESULTS OF
THE SPECIAL MEETING
VANCOUVER – SouthGobi Resources Ltd. (TSX-V: SGQ, HK: 1878) (“SouthGobi” or the
“Company”) Reference is made to the Management Proxy Circular of the Company dated
July 2 5, 202 4 (Vancouver time) (the “ Circular”). Unless the context otherwise requires,
capitalized terms used herein shall have the same meanings as those defined in the Circular.
The Company is pleased to announce that the Special M eeting of the shareholders of the
Company was held on Wednesday, August 28, 2024 at 6:00 p.m. (Vancouver time), which is
Thursday, August 29, 2024 at 9:00 a.m. (Hong Kong time) (the “Meeting”) at PwC Place
Meeting Room, Mezzanine Level, 250 Howe St., Vancouver, British Columbia, Canada. The
following sets forth a brief description of the matter which was voted upon at the Meeting and
the outcome of the vote:
The following ordinary resolutions were passed by a majority of the votes cast by ballot. The
result of the vote by ballot with respect to the above matter is shown below:
ORDINARY RESOLUTION FOR AGAINST
1. Approval of March 2024 Deferral
Agreement and April 2024 Deferral
Agreement
The disinterested Shareholders passed an
ordinary resolution authorizing and approving
the deferral agreement dated March 19, 2024
(the “March 2024 Deferral Agreement”) and
the deferral agreement dated April 30, 2024
(the “ April 2024 Deferral Agreement ”), in
each case between JD Zhixing Fund L.P.
(“JDZF”), the Company and certain of its
50,011,613
(97.65%)
1,203,150
(2.35%)
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subsidiaries, all as more fully described in the
Circular.
2. Approval of Convertible Debenture
Amendment
The disinterested Shareholders passed an
ordinary resolution authorizing and approving
the amendment agreement dated May 9,
2024 between the Company and JDZF. (the
“Convertible Debenture Amendment ”)
approving certain amendments to the
Company’s convertible debenture issued on
October 26, 2009, all as more fully described
in the Circular.
50,011,613
(97.65%)
1,203,150
(2.35%)
Notes:
(a) As more than 50% of votes cast were in favor of resolution number 1 and 2 , the
resolutions were duly passed as ordinary resolutions at the Meeting.
(b) As at the Record Date of the Meeting, the total number of issued shares of the
Company was 296,274,666 Common Shares, being the total number of shares
entitling the holders to attend and vote on the resolutions proposed at the Meeting.
The full text of the aforesaid resolutions is set out in the Circular.
(c) Given that JDZF is involved in and interested in the March 2024 Deferral Agreement,
the April 2024 Deferral Agreement, the Convertible Debenture Amendments, and the
transactions contemplated thereunder, JDZF has abstained from voting at the Meeting
on the resolutions approving them. Accordingly, the 85,714,194 votes attached to the
Common Shares beneficially owned, or over which control or direction is exercised, by
JDZF were excluded from the vote to approve the March 2024 Deferral Agreement,
the April 2024 Deferral Agreement, and the Convertible Debenture Amendments. Save
as disclosed herein, (i) there were no Common Shares entitling the holders to attend
and abstain from voting in favor of any resolution at the Meeting as set out in Rule
13.40 of the Hong Kong Listing Rules at the Meeting; and (ii) no other Shareholder
was required under the Hong Kong Listin g Rules to abstain from voting on the
resolutions at the Meeting and there was no restriction on any Shareholder casting
votes on the resolutions proposed at the Meeting.
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(d) None of the disinterested Shareholders have stated their intention in the Circular to
vote against or to abstain from voting on any of the resolutions proposed at the Meeting.
(e) The Company’s share registrar, TSX Trust Company, acted as the scrutineer for the
vote-taking at the Meeting.
(f) All the Directors, other than Mr. Chen Shen and Ms. Chonglin Zhu, attended the
Meeting through telecommunication facilities, Messrs. Ruibin Xu, Yingbin Ian He, Fan
Keung Vic Choi, Zhu Gao and Zaixiang Wen, and Ms. Jin Lan Quan. Mr. Chen Shen
and Ms. Chonglin Zhu were unable to attend the Meeting due to prior business
commitments.
There were no fu rther items brought before the Meeting and no amendments or variations
were proposed at the Meeting.
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.