Southgobi Resources Announces Fourth Quarter and Full Year 2016 Financial and Operating Results and Updated Resource Estimate and Newly Declared Reserve Estimate IN Respect of Ovoot Tolgoi
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March 31, 2017
SOUTHGOBI RESOURCES ANNOUNCES FOURTH QUARTER AND
FULL YEAR 2016 FINANCIAL AND OPERATING RESULTS AND
UPDATED RESOURCE ESTIMATE AND
NEWLY DECLARED RESERVE ESTIMATE
IN RESPECT OF OVOOT TOLGOI
HONG KONG – SouthGobi Resources Ltd. (TSX: SGQ, HK: 1878) (the “Company” or
“SouthGobi”) today announces its financial and operating results for the quarter and the year
ended December 31, 2016. All figures are in U.S. dollars (“USD”) unless otherwise stated.
SIGNIFICANT EVENTS AND HIGHLIGHTS
The Company’s significant events and highlights for the year ended December 31, 2016 and
the subsequent period to March 31, 2017 are as follows:
• Operating Results – Although the coal prices generally improved in China during 2016,
the impact of negotiating coal sale agreements during lower coal price periods and
the depreciation of the Renminbi against the USD negatively impacted the overall coal
prices achieved by the Company. The Company sold 1.08 million tonnes of coal during
the fourth quarter of 2016 compared to 0.21 million tonnes in the fourth quarter of 2015.
The production for the fourth quarter of 2016 was 1.21 million tonnes, compared to 0.62
million tonnes for the fourth quarter of 2015. The Company maintained a strong safety
record and completed the fourth quarter of 2016 without any lost time injury.
• Financial Results – The Company recorded an $11.4 million loss from operations
during the fourth quarter of 2016 as compared to a $105.1 million loss from operations
in the fourth quarter of 2015. Revenue was $19.0 million in the fourth quarter of 2016 as
compared to $2.9 million in the fourth quarter of 2015. The operations during the fourth
quarter of 2016 improved over the comparative 2015 quarter given the improved market
conditions in China and the $92.7 million of impairment charges that were recorded in
the fourth quarter of 2015 to reduce the carrying value of various items of property, plant
and equipment to their recoverable amounts.
• Expanded Resources and Declared Reserves – As a result of the work performed by
Dragon Mining Consulting Limited (“DMCL”), the Company increased its estimate of total
resources at the Ovoot Tolgoi deposit from those described in the technical report the
Company filed in respect of the Ovoot Tolgoi deposit in May 2016 (the “2016 Technical
Report”) and has declared reserves for the Ovoot Tolgoi deposit.
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• Settlement of Trade Receivable – During the year ended December 31, 2016, the
Company entered into a settlement agreement with one of the major customers (the
“Customer”) pursuant to which 200 residential units and 40 parking spaces (collectively,
the “240 Units”) located in Ulaanbaatar, Mongolia, are to be transferred to the Company
as partial consideration for settling an outstanding trade receivables in the amount of
$12.0 million, with the balance of the receivable, totaling $7.5 million, payable in cash
by the Customer to the Company by March 31, 2017 (subsequently extended to May 10,
2017). As title transfers on the agreement could not be completed prior to December 31,
2016, the transaction cannot be completed and recorded in the Company’s accounts until
such titles are properly registered in the Company’s name. The settlement agreement
includes an option for the Company to return any unsold units back to the Customer,
until September 30, 2017, at the same price per unit for immediate payment of the
balance in cash. As of the date hereof, the title transfer registration in Mongolia has
been completed for a material portion of the 240 Units but additional time will be required
to finalize the administrative process for the registration of the remaining portion of the
240 Units due to the number of units involved, the Company has been working closely
with the government authority to facilitate the process. The Company anticipates that
the title registration process will be completed shortly and the sales of the 240 Units will
commence during the second quarter of 2017. To March 31, 2017, the Company has
collected $3.5 million from the Customer to settle the outstanding trade receivables and
on March 27, 2017 entered into a deferral agreement to extend the payment due date
on the remaining uncollected balance to May 10, 2017.
• Short-term Bridge Loan – In October 2015, the Company entered into a short term
bridge loan facility with an Asian based private equity fund for maximum proceeds of
$10.0 million. The Company has repaid the first tranche of the short-term bridge loan
of $5.0 million (inclusive of interest) up to August 11, 2016. During June and July 2016,
the Company drew the second tranche of $5.0 million. $1.5 million has been matured in
March 2017 and $3.5 million will mature in April 2017. In December 2016, $1.5 million
was repaid for the short-term bridge loan and a further $1.8 million and $1.6 million was
subsequently repaid in January 2017 and March 2017, respectively.
• Shareholder Loan – On May 16, 2016, Turquoise Hill Resources Ltd (“Turquoise Hill”)
signed a deferral letter agreement with the Company (the “May 2016 Deferral Letter
Agreement”), in which Turquoise Hill agreed to a limited deferral of repayment of all
remaining amounts and obligations owing under the Turquoise Hill shareholder loan (the
“TRQ Loan”). The Company has agreed to repay $0.15 million per month from May 2016
to April 2017; and $0.2 million per month from May 2017 to December 2017, at which
time all remaining obligations will become due. Interest shall continue to accrue on all
outstanding obligations at the 12-month US dollar LIBOR rate. To date, the Company
has made all payments due under the May 2016 Deferral Letter Agreement.
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• China Investment Corporation (“CIC”) Convertible Debenture (the “CIC Convertible
Debenture”) – On December 29, 2016, the Company executed the December 2016
Deferral Agreement (“December 2016 Deferral Agreement”) with CIC for a revised
repayment schedule on the $20.7 million of cash interest and associated costs originally
due on December 19, 2016 (“December 2016 Deferral Amounts”). The key repayment
terms of the December 2016 Deferral Agreement are: (i) the Company is required to
repay $6.8 million of the cash interest and associated deferral fee costs in five monthly
amounts during the period from December 2016 to April 2017; and (ii) the Company is
required to repay $14.3 million of cash interest and associated costs on May 19, 2017.
Although the Company has been in discussions with CIC for a further deferral, there
can be no assurance that a favorable outcome can be reached. At any time before the
December 2016 Deferral Amounts are fully repaid, the Company is required to consult
with and obtain written consent from CIC prior to effecting a replacement or termination
of either or both of its Chief Executive Officer and its Chief Financial Officer; otherwise
this will constitute an event of default under the CIC Convertible Debenture, but CIC shall
not withhold its consent if the board of directors proposes to replace either or both such
officers with nominees selected by the Board, provided that the directors acted honestly
and in good faith with a view to the best interests of the Company in the selection of
the applicable replacements. To date, the Company has made all payments due under
the December 2016 Deferral Agreement.
• Class Action Lawsuit – On May 24, 2016, the Ontario Superior Court of Justice (the
“Ontario Court”) granted the Company leave to appeal the decision made on November 5,
2015 (the “Corporation Appeal”), which granted the plaintiff permission to commence an
action claiming damages under the Ontario Securities Act with respect to the Company’s
restatement of consolidated financial statements as previously disclosed in the Company’s
public filings. The plaintiff is also appealing the portion of the November 5, 2015 Ontario
Court decision that dismissed the action against former officers and directors of the
Company (the “Individual’s Appeal”).
The Individuals’ Appeal and the Corporation Appeal will now be verbally argued together.
The appeals are scheduled to be heard by the Ontario Court of Appeal in June 2017.
The Company disputes and is vigorously defending itself against the plaintiff’s claims
through independent Canadian litigation counsel retained by the Company and the other
defendants for this purpose. Due to the inherent uncertainties of litigation, it is not possible
to predict the final outcome of the appeals or determine the amount of potential losses,
if any. However, the Company has judged a provision for this matter at December 31,
2016 is not required.
• Tax Investigation Case in Mongolia – In May 2016, Resolution No.258 of the Government
of Mongolia (“Resolution 258”) was issued, which approved the Company’s proposal to
settle the Tax Penalty (as defined and described under “Governmental and Regulatory
Investigations” in section “Regulatory Issues and Contingencies”) by making a series
of cash payments and by performing mining operations at the Tavan Tolgoi deposit in
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Southern Mongolia on behalf of Erdenes Tavan Tolgoi JSC (“Erdenes”), a company
owned by the Government of Mongolia. During 2016, the Company made cash payments
of $2.4 million as a partial settlement of the Tax Penalty.
In compliance with the Resolution 258, in November 2016, the Company entered into
an agreement with Erdenes under which the Company agreed to perform certain mining
operations equivalent to Mongolian Tugrik (“MNT”) 20.3 billion (approximately $8.1 million)
in the West Tsankhi section of the Tavan Tolgoi deposit during the period from November
2016 to February 2017. As at December 31, 2016, the Company had performed mining
operations consisting of drilling and blasting of rock mass, stripping and loading topsoil,
selective excavation and loading coal, and creating overburden stockpiles at the Tavan
Tolgoi deposit equivalent to MNT 5.2 billion (approximately $2.1 million).
As at December 31, 2016, the provision for the Tax Verdict (as defined below in
“Governmental and Regulatory Investigations” of section “Regulatory Issues and
Contingencies”) was reduced to $9.3 million.
As of the date hereof the Company has completed the mining operations at the Tavan
Tolgoi deposit equivalent to MNT 20.3 billion (approximately $8.1 million) as set out in
the agreement with Erdenes. The Company is required to make further cash payments
of $3.0 million in 2017 to complete repayment of the balance of the penalty owing.
• Notice of Arbitration – The Company is subject to arbitration proceedings with First
Concept Logistics Limited (“First Concept”) with respect to a dispute with respect to the
supply of coal under a coal sale agreement. The arbitration hearing with First Concept
was held in the fourth quarter of 2016. The arbitration decision is expected to be released
in the second quarter of 2017.
• Settlement of Claim by Former Chief Executive Officer – The claim by Mr. Alex
Molyneux (“Mr. Molyneux”), the Company’s former President and Chief Executive Officer,
and the counterclaim by the Company, has been settled by a payment by the Company
to Mr. Molyneux of the sum of $0.29 million, without admission of liability by either party.
As a term of the settlement, the Company and Mr. Molyneux executed mutual general
releases, and the action and counterclaim were dismissed as against all parties by
consent without court costs payable to any party, effective on November 25, 2016.
• Settlement of Lawsuit Notice from a Former Fuel Supplier – On January 20, 2017, the
Company announced that SouthGobi Sands LLC (“SGS”), a subsidiary of the Company,
had received a lawsuit notice from the Khan-Uul District Civil Court of First Instance in
Mongolia (the “DC Court”) in relation to a claim from Magnai Trade LLC (“MTLLC”), a
former fuel supplier of SGS, for MNT 22.2 billion (approximately $8.9 million) consisting
of MNT 14.6 billion (approximately $5.8 million) of outstanding fuel supply payments and
MNT 7.6 billion (approximately $3.1 million) of late payment penalties and associated
interest costs.
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Following SGS’ successful challenge to the authority of the DC Court to hear the
matter, the Company signed a settlement agreement with MTLLC on February 10, 2017,
pursuant to which the outstanding amount of $7.9 million will be settled in equal monthly
installments of $2.0 million from March 2017 to June 2017.
• Novel Sunrise Investments Limited (“Novel Sunrise”) sold 25.8 million Shares
to a Company Owned by Members of Management – On January 11, 2017, Novel
Sunrise, the Company’s largest shareholder at the time, reported that it had sold 25.8
million common shares of the Company effective December 31, 2016 to Voyage Wisdom
Limited (“Voyage Wisdom”), a company owned by three members of the Company’s
management team, for consideration of $24 million.
• Changes in Directors
Mr. Huiyi Wang: Mr. Wang was appointed as a Non-Executive Director on February
18, 2016.
Mr. Pierre Lebel: Mr. Lebel retired as Lead Director and an Independent Non-Executive
Director on June 30, 2016.
Mr. Joseph Belan: Mr. Belan was appointed as Independent Non-Executive Director of
the Company on August 16, 2016.
• Strategic Advisor – On September 16, 2016, the Company established a Strategic
Advisory Board and appointed Mr. Abraham (Braam) Jonker as its initial member. The
purpose of the Strategic Advisory Board is to provide non-binding strategic guidance
and advice to the Board of Directors of the Company in connection with the Company’s
ongoing business activities and initiatives.
• Going Concern – As at the date hereof, the Company has initiated a plan to change
the existing product mix to higher value and higher margin outputs by washing certain
grades of coal commencing in 2017 in order to produce more premium semi-soft coking
coal and to initiate more processing of the lower grades of coal in order to reduce the
ash content and improve the selling price and margins on its thermal coal product. The
Company has also completed a new mine plan, which incorporates the coal washing
and processing systems and contemplates significantly higher volumes of production in
order to complement the Company’s new product mix and sales volume targets. Such
plans will involve the need for a significant level of stripping activities over the next
two years and require certain capital expenditures to achieve the designed production
outputs. Such expenditures will require the Company to seek additional financing in the
form of finance leases, debt or equity. The Company has entered into an agreement for
a finance lease on the new wash plant facility but will need financing to complete the
thermal coal processing facilities.
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There is no guarantee that the Company will be able to successfully secure additional
sources of financing. This could result in adjustments to the amounts and classifications
of assets and liabilities in the Company’s consolidated financial statements and such
adjustments could be material. Unless the Company acquires additional sources of
financing and/or funding in the short term, the ability of the Company to continue as a
going concern is threatened. If the Company is unable to continue as a going concern,
it may be forced to seek relief under applicable bankruptcy and insolvency legislation.
See section “Liquidity and Capital Resources” for details. As at March 31, 2017, the
Company had $5.3 million of cash.
OVERVIEW OF OPERATIONAL DATA AND FINANCIAL RESULTS
Summary of Annual Operational Data
Year ended December 31,
2016 2015
Sales Volumes, Prices and Costs
Premium semi-soft coking coal
Coal sales (millions of tonnes) 0.28 0.22
Average realized selling price (per tonne) (i) $ 31.14 $ 22.33
Standard semi-soft coking coal
Coal sales (millions of tonnes) 2.52 0.59
Average realized selling price (per tonne) (i) $ 16.71 $ 19.12
Thermal coal
Coal sales (millions of tonnes) 1.11 0.26
Average realized selling price (per tonne) (i) $ 12.16 $ 10.24
Total
Coal sales (millions of tonnes) 3.91 1.07
Average realized selling price (per tonne) (i) $ 16.44 $ 17.66
Raw coal production (millions of tonnes) 3.38 1.95
Cost of sales of product sold (per tonne) $ 22.26 $ 59.52
Direct cash costs of product sold (per tonne) (ii) $ 8.66 $ 13.63
Mine administration cash costs of product sold (per tonne) (ii) $ 2.32 $ 3.44
Total cash costs of product sold (per tonne) (ii) $ 10.98 $ 17.07
Other Operational Data
Production waste material moved
(millions of bank cubic meters) 7.38 7.02
Strip ratio (bank cubic meters of waste material per tonne
of coal produced) 2.18 3.60
Lost time injury frequency rate (iii) 0.00 0.00
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(i) Average realized selling price is presented before deduction of royalties and selling fees.
(ii) A Non-International Financial Reporting Standards (“IFRS”) financial measure, see “Non-IFRS
Financial Measures” section. Cash costs of product sold exclude idled mine asset cash costs.
(iii) Per 200,000 man hours and calculated based on a rolling 12 month average.
Overview of Annual Operational Data
The Company ended 2016 without any lost time injury. As at December 31, 2016, the Company
had a lost time injury frequency rate of nil per 200,000 man hours based on a rolling 12
month average.
The market conditions remained difficult in the first half of 2016 despite a modest recovery in
the second half of 2016 following the implementation of China’s national policy of restricting
coal production described above. The overall price for coal improved in China in 2016, but
these improvements were negatively impacted by certain coal sale contracts negotiated at
a time of lower coal prices. In addition, the depreciation of the Renminbi against the USD
hindered the positive impact of increased coal prices.
The Company managed to increase its sales volume from 1.07 million tonnes in 2015 to 3.91
million tonnes in 2016; however, the average realized selling price decreased from $17.66 per
tonne in 2015 to $16.44 per tonne in 2016 which was mainly a result of the product mix as
well as the depreciation of the Renminbi against the USD. The product mix for 2016 consisted
of approximately 7% of Premium semi-soft coking coal, 64% of Standard semi-soft coking
coal and 29% of thermal coal compared to approximately 21% of Premium semi-soft coking
coal, 55% of Standard semi-soft coking coal and 24% of thermal coal in 2015.
The Company’s production in 2016 was higher than 2015 as a result of ramping up production
to meet the expected increase in sales, yielding 3.38 million tonnes for 2016 as compared to
1.95 million tonnes for 2015.
The Company’s unit cost of sales of product sold decreased to $22.26 per tonne for the year
ended December 31, 2016 from $59.52 per tonne in the year ended December 31, 2015. The
decrease was mainly driven by the increased sales and the related economies of scale while
less coal stockpile inventory impairment was recorded for the year 2016.
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Summary of Annual Financial Results
Year ended December 31,
$ in thousands, except per share information 2016 2015
Revenue (i), (ii) $ 58,450 $ 16,030
Cost of sales (ii) (87,045) (63,691)
Gross loss excluding idled mine asset costs (16,490) (22,226)
Gross loss including idled mine asset costs (28,595) (47,661)
Other operating expenses (50) (18,951)
Administration expenses (7,888) (7,509)
Evaluation and exploration expenses (422) (145)
Impairment of property, plant and equipment (1,152) (92,651)
Loss from operations (38,107) (166,917)
Finance costs (22,314) (21,371)
Finance income 239 1,302
Share of earnings of a joint venture 806 225
Income tax expense (1,470) (4)
Net loss (60,846) (186,765)
Basic and diluted loss per share $ (0.24) $ (0.79)
(i) Revenue is presented after the deduction of royalties and selling fees.
(ii) Revenue and cost of sales relate to the Company’s Ovoot Tolgoi Mine within the Coal Division
operating segment. Refer to note 4 of the consolidated financial statements for further analysis
regarding the Company’s reportable operating segments.
Overview of Annual Financial Results
The Company recorded a $38.1 million loss from operations in 2016 compared to a $166.9
million loss from operations in 2015. Although the general coal market remained difficult in
2016, the 2016 results were an improvement when compared to 2015 and were principally
attributable to increased coal sales as well as decrease of impairment of property, plant and
equipment from $92.7 million in 2015 to $1.2 million in 2016.
Revenue was $58.5 million in 2016 compared to $16.0 million in 2015. The Company sold
3.91 million tonnes of coal in 2016 as compared to 1.07 million tonnes in 2015.
The Company’s revenue is presented after deduction of royalties and selling fees. The
Company’s effective royalty rate for 2016, based on the Company’s average realized selling
price of $16.44 per tonne, was 7.0% or $1.14 per tonne compared to 12.7% or $2.25 per
tonne based on the average realized selling price of $17.66 per tonne in 2015.