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SouthGobi Resources Ltd. (TSX:SGQ)(HK:1878) ("SouthGobi" or the "Company") announces the voting results of Annual and Special Meeting of Shareholders. References are made to the notice of meeting (the "Notice") and the Management Proxy Circular (the "Circular") of the Annual and Special Meeting of the shareholders (the "Meeting") of SouthGobi Resources Ltd. (the "Company") dated June 22, 2022. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Notice and the Circular

The Circular may be viewed at, and downloaded from, the website of the Company at www.southgobi.com, the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of SEDAR at www.sedar.com.

Voting Results of the Meeting

The Company is pleased to announce that all the resolutions set out in the Circular and Notice were duly passed by the Shareholders by way of either a show of hands or ballots at the Meeting of the Company held on July 21, 2022.

The following sets forth a brief description of each matter which was voted upon at the Meeting and the outcome of the vote:

ORDINARY RESOLUTIONS

  1. Appointment of Auditors - BDO Limited, Certified Public Accountants (Practicing), Hong Kong, was appointed as auditor of the Company to hold office for the ensuing year or until their successors are appointed. The ordinary resolution was passed by a majority of the votes cast by a show of hands.

The result of the vote by proxy with respect to the above matter is shown below:

Total votes in favour:

111,928,085(99.99%)

Total votes withheld:

7,950 (0.01%)

2. Fixing the Number of Directors - As more particularly described in the Circular, the Company proposed an ordinary resolution at the Meeting to fix the number of directors elected at the Meeting at: (i) six (6), in the event, and conditional upon, the proposed sale transaction between Land Breeze S.a.r.l and JD Zhixing Fund L.P. (the "Land Breeze Sale Transaction") completing prior to the date of the Meeting; or (ii) eight (8), in the event that completion of the Land Breeze Sale Transaction did not occur prior to the date of the Meeting. To the best of the Company's knowledge, the completion of the Land Breeze Sale Transaction did not occur on or prior to the date of the Meeting. The ordinary resolution was passed by a majority of the votes cast by a show of hands.

The result of the vote by proxy with respect to the above matter is shown below:

Total votes in favour:

111,928,085 (99.99%)

Total votes against:

7,950 (0.01%)

3. Election of Directors - As more particularly described in the Circular, in the event that completion of the Land Breeze Sale Transaction did not occur prior to the date of the Meeting, the eight director nominees (the "Incumbent Slate") set forth in the Circular would be nominated to be elected as directors to hold office for the ensuing year or until their successors are elected or appointed. To the Company's knowledge, the completion of the Land Breeze Sale Transaction did not occur on or prior to the date of the Meeting.

The Incumbent Slate set forth in the Circular were elected as directors to hold office for the ensuing year or until their successors are elected or appointed. The ordinary resolution was 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:

Dalanguerban

votes for:

votes withheld:

111,926,097(99.99%)

9,938(0.01 %)

Jianmin Bao

votes for:

votes withheld:

111,926,097(99.99 %)

9,938(0.01 %)

Zhiwei Chen

votes for:

votes withheld:

111,924,897 (99.99%)

11,138 (0.01%)

Yingbin Ian He

votes for:

votes withheld:

111,924,897 (99.99%)

11,138 (0.01%)

Ka Lee Ku

votes for:

votes withheld:

111,926,097(99.99 %)

9,938(0.01 %)

Ben Niu

votes for:

votes withheld:

111,926,097(99.99 %)

9,938(0.01 %)

Jin Lan Quan

votes for:

votes withheld:

111,928,085 (99.99%)

7,950 (0.01%)

Mao Sun

votes for:

votes withheld:

111,928,085 (99.99%)

7,950 (0.01%)

4. Amendments to the Employees' and Directors' Equity Incentive Plan - The shareholders approved certain amendments to the Company's Employees' and Directors' Equity Incentive Plan (the "Equity Incentive Plan"), all as more particularly described in the Circular. The ordinary resolution was 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:

Total votes in favour:

111,926,885 (99.99%)

Total votes against:

9,150 (0.01 %)

5. Shares issuable under the Equity Incentive Plan - The shareholders approved 27,425,442 Common Shares in the capital of the Company, being 10% of the number of Common Shares issued and outstanding in the capital of the Company as of the date of the Meeting at which shareholder approval was sought, may be allocated for issuance under the Equity Incentive Plan. The ordinary resolution was passed by a majority of the votes cast by a show of hands.

The result of the vote by proxy with respect to the above matter is shown below:

Total votes in favour:

111,926,885 (99.99%)

Total votes against:

9,150 (0.01 %)

SPECIAL RESOLUTION

  1. Adoption of New Articles - The shareholders approved removing the Company's current Articles in its entirety and adopting new Articles, all as more particularly described in the Circular. The special resolution was 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:

Total votes in favour:

111,924,897 (99.99%)

Total votes against:

11,138 (0.01 %)

The Hong Kong Stock Exchange has granted the Company a waiver from strict compliance with Rule 13.39(4) of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange ("Listing Rules") which requires that any vote of shareholders at a general meeting must be taken by poll. Therefore, this announcement does not contain all the specific information set out in Rule 13.39(5) of the Listing Rules.

The number of issued shares of the Company as at the date of the Meeting was 274,254,426 shares. The total number of shares entitling the holders to attend and vote on all resolutions at the Meeting was 274,254,426 shares, representing 100% of the total number of issued shares of the Company.

No Shareholder was required under the Listing Rules to abstain from voting on any of the resolutions at the Meeting. No Shareholder who was entitled to attend the Meeting had to abstain from voting in favour of the resolutions at the Meeting pursuant to Rule 13.40 of the Listing Rules. There was no restriction on any Shareholder to cast votes on any of the proposed resolutions at the Meeting. None of the Shareholders indicated his/her/its intention in the Circular to vote against or to abstain from voting on any of the resolutions at the Meeting.

The Company's transfer agent, TSX Trust Company, was appointed as the scrutineer at the Meeting for the purpose of vote-taking.

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: info@southgobi.com
Website: www.southgobi.com

SOURCE: SouthGobi Resources Ltd.



View source version on accesswire.com:
https://www.accesswire.com/709460/Voting-Results-of-Annual-and-Special-Meeting-Of-Shareholders-Held-on-July-21-2022

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