Delay in sending the 2021 annual report; and Granting of a Waiver of Strict Compliance with Rule 13.46(2)(A) and Rule 13.46(2)(B) of the Listing Rules

VANCOUVER, BC /ACCESSWIRE/June 9, 2022/ South Gobi Resources Ltd. (TSX:SGQ), (HK:1878) (“SudGobi“or the”Company“) announces that reference is made to the Company’s announcements dated March 11, March 24, March 28, March 30, March 31, April 14, April 29, May 17, May 27 and May 30, 2022 concerning, among others, others, the delay in the publication of the 2021 audited annual results and the delay in the 2021 annual filings (the “Advertisement“). Unless otherwise defined herein, capitalized terms used in this Announcement shall have the same respective meanings as defined in the Announcements.


Publication of 2021 audited annual results

As noted in the announcements, the auditors were unable to issue an unmodified opinion for the purposes of the 2021 annual audited results as they were unable to obtain sufficient evidence to support the assumptions of going concern management (as defined below) in accordance with applicable accounting standards. standards (“Business continuity problem“). The going concern issue has arisen from several material adverse conditions and uncertainties that cast significant doubt on the assumptions that the Company is able to operate until at least December 31, 2022 and will be able realize its assets and discharge its liabilities in the normal course of operations as they come due (“Going concern assumptions“), especially since as of December 31, 2021, the Company’s asset deficit and working capital deficit (i.e. the excess of current liabilities over current assets) amounted to approximately US$90.5 million and US$42.5 million, respectively. This was compounded by the fact that, given the precautionary measures imposed by the Chinese authorities at the port of entry of Ceke (“Port of Ceke“) at the border of Mongolia and China in response to the increase in COVID-19 pandemic cases in Mongolia, including the temporary closure of the port of Ceke (which was later reopened on May 25, 2022 for the export of coal on a trial basis, with a limited number of trucks allowed to cross the border during this trial period), the restriction put in place on the number of trucks crossing the Mongolian border into China had limited the capacity of the Company to generate sufficient revenue to support and prove the going concern assumptions.

Thanks to the concerted efforts of the Company, on May 30, 2022 the Company obtained an unmodified opinion from the Statutory Auditors on the 2021 Financial Statements. As such, the Company finalized the filing of the 2021 Annual Documents and published the 2021 Audited Annual Reports Results as of May 30, 2022. As indicated in the Company’s announcement dated May 30, 2022, the audited annual results 2021 have been created to replace the unaudited annual results 2021, and since there have been no changes contained in this Consolidated Statement of Income or Loss and Other Comprehensive Income and Consolidated Statement of Financial Position, the audited 2021 annual results are consistent with the unaudited 2021 annual results. the Company’s intermediaries for the three months ended March 31, 2022, the management cease trade order, which was imposed on April 1, 2022, was revoked on June 6, 2022 by the British Columbia Securities Commission.

Sending of the 2021 annual report and convening of the GA

Due to the delay in publishing the 2021 audited annual results and the additional time needed to finalize the annual report for the year ended December 31, 2021 (the “Annual report 2021“) and the circular relating to the GM (the “2021 AGM Flyer“), the Company was unable to publish and send the 2021 annual report to its shareholders by May 15, 2022 at the latest in accordance with the “Frequently asked questions on the joint declaration in relation to the announcement of the Results in Light of Travel Restrictions Related to Severe Respiratory Illness Associated with a New Infectious Agent (Joint Statement) and Holding of General Meetings” (last updated April 8, 2022) published by the Securities and Futures Commission of Hong Kong and the Stock Exchange of Hong Kong. .

Considering the expected mailing date of the 2021 annual report and the notice period required, the Company anticipates that the AGM will be held no later than July 21, 2022.

The Company previously filed a Form 9A – Request for Extension of Financial Reporting/Annual Meeting with the TSX requesting an extension of the AGM to be held on or before August 30, 2022, which was approved by the TSX. on June 3, 2022. The Company will send the notice of meeting and associated materials relating to the AGM to shareholders of the Company in accordance with the requirements set out in the Business Corporations Act (British Columbia) and securities regulation.


A waiver request has been filed with the Hong Kong Stock Exchange for (i) approval of the delay in sending the 2021 annual report and the waiver of strict compliance by the Company with rule 13.46(2)(a) listing rules regarding the sending of the 2021 annual report; and (ii) the Company’s waiver of strict compliance with Rule 13.46(2)(b) of the Listing Rules with respect to an extension of the deadline for the AGM (collectively, the “Waiver request“).

On June 9, 2022, the Bourse agreed to waive the requirements of:

  1. Rule 13.46(2)(a) of the Listing Rules on the basis that the Company will send the 2021 annual report no later than June 21, 2022; and

  2. Rule 13.46(2)(b) of the Registration Rules subject to the Corporation’s compliance with its Articles and the laws and regulations of British Columbia and the Corporation will hold the AGM no later than July 21, 2022.

Further announcements will be made by the Company from time to time if there is any other significant development in the dispatch of the 2021 Annual Report and the convening of the AGM.

Shareholders of the Company and potential investors are urged to exercise caution when trading in securities of the Company.

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 operating licenses for its other metallurgical and thermal coal deposits in the South Gobi region of Mongolia. SouthGobi produces and sells charcoal to customers in China.


Investor Relations

Office: +852 2156 1438 (Hong Kong)
+1 604 762 6783 (Canada)
Email: [email protected]

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 the sending of the 2021 annual report on or before June 21, 2022. Forward-looking statements are often characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, ” anticipate”, “could”, “should”, “seek”, “probable”, “estimate” and other similar words or statements indicating that certain events or conditions “may” or “will occur”. Forward-looking statements are based on certain factors and assumptions, including factors that may cause actual results to differ materially from what the Company currently expects. Actual results may differ from forward-looking statements. Readers are cautioned not to place undue importance on forward-looking statements, which speak only as of the date of this disclosure, and not to rely on such information as of any other date. Although the Company may choose to do so, it is under no obligation and does not undertake to update or revise any forward-looking statements, whether as a result of new information, other events or otherwise any time, except as required by law. Additional information regarding factors that could cause actual results to differ materially from those contained in these forward-looking statements is contained in the Company’s filings with the Canadian securities regulatory authorities and may be viewed under the Company’s profile at SEDAR at

THE SOURCE: South Gobi Resources Ltd.

See the source version on 13462B-registration-rules

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