China Gold International Resources Corp. Ltd.
TSX : CGG
HKSE : 2099

China Gold International Resources Corp. Ltd.

June 29, 2017 19:00 ET

China Gold International Reports Results of its Annual General and Special Meeting of Shareholders

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 29, 2017) - China Gold International Resources Corp. Ltd. (TSX:CGG)(HKSE:2099) (the "Company" or "China Gold International Resources") announces the results of its annual general and special meeting of shareholders (the "AGM") held on June 28, 2017.

A total of 272,169,498 common shares, representing 68.66% of the issued and outstanding common shares of the Company, were present in person or by proxy at the meeting. The detailed results are presented below:

No. Resolutions Number of Votes
1 To set the number of directors of the Company at nine (9); For Against Total
268,911,610 47,465 268,959,075
2 To elect as directors: For Withheld Total
(i) Xin SONG; 256,996,249 11,962,826 268,959,075
(ii) Bing LIU; 256,996,249 11,962,826 268,959,075
(iii) Lianzhong SUN; 256,969,784 11,989,291 268,959,075
(iv) Liangyou JIANG; 256,985,784 11,973,291 268,959,075
(v) Ian HE; 262,685,413 6,273,662 268,959,075
(vi) Yunfei CHEN; 264,246,581 4,712,494 268,959,075
(vii) Gregory HALL; 264,039,241 4,919,834 268,959,075
(viii) John King BURNS; and 264,246,981 4,712,094 268,959,075
(ix) Xiangdong JIANG; 254,572,396 14,386,679 268,959,075
3 To re-appoint Deloitte Touche Tohmatsu as auditors of the Company at a remuneration to be fixed by the board of directors; For Withhold Total
272,151,131 18,367 272,169,498
4 To grant to the board of directors a general mandate to allot, issue and otherwise deal with unissued shares not exceeding 20% of the aggregate number of issued shares of the Company as at the date of the passing of this resolution and the said approval shall be limited accordingly; For Against Total
178,356,001 90,603,075 268,959,076
5 To grant to the board of directors a general mandate to repurchase shares not exceeding 10% of the aggregate number of issued shares of the Company as at the date of the passing of this resolution and the said approval shall be limited accordingly; For Against Total
218,559,951 50,399,124 268,959,075
6 To extend the share allotment mandate by the addition thereto of the shares repurchased by the Company; For Against Total
178,444,836 90,514,239 268,959,075
7 To vote on an ordinary resolution of the independent shareholders of the Company approving the Supplemental Contract for Purchase and Sale of Dore, the Cap thereunder, and the transactions contemplated thereunder; and For Against Total
64,210,242 50,400,103 114,610,345
8 To vote on an ordinary resolution of the independent shareholders of the Company approving the Supplemental Product and Service Framework Agreement, the Cap thereunder, and the transactions contemplated thereunder. For Against Total
64,206,676 50,403,669 114,610,345

Together with the re-election of the directors of the Company, the Company is pleased to announce that Xiangdong Jiang has transitioned from an executive director role to a non-executive director role. Mr. Jiang resigned as an officer of the Company for personal reasons but will remain a director of the Company.

In response to feedback received from shareholders, the Company did not submit before the AGM resolutions to approve the Supplemental Loan Framework Agreement or the New Financial Services Agreement.

Each of the Supplemental Contract for Purchase and Sale of Dore and the Supplemental Product and Service Framework Agreement constitute "related party transactions" for purposes of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). Pursuant to MI 61-101, related party transactions are subject to formal valuation and minority shareholder approval requirements unless an exemption is available. The minority shareholder approval requirements are similar to those set out in the rules of the Hong Kong Stock Exchange, so since minority shareholder approval was received at the AGM, the Company has not considered applied exemptions which would be available under MI 61-101. Each of the Supplemental Contract for Purchase and Sale of Dore and the Supplemental Product and Service Framework Agreement are exempt from the valuation requirements of MI 61-101. The Supplemental Contract for Purchase and Sale of Dore is exempt pursuant to section 5.5(d) of MI 61-101 as it constitutes the sale of inventory of the Company in the ordinary course of business. The Supplemental Product and Service Framework Agreement is comprised of several components. The mining service component is not contemplated under MI 61-101 as constituting a related party transaction. The sale of copper concentrate is exempt pursuant to section 5.5(d) of MI 61-101 as it constitutes the sale of inventory in the ordinary course of business. The mining equipment product sale component is exempt as it is excluded from the definition of a related party transaction under MI 61-101 because under section (b) of the definition of a related party transaction, purchases of equipment from third parties only constitute a related party transaction if the proportion of the ownership interest is not equal to the proportion of the asset acquired from the third party. In the case of the Supplemental Product and Service Framework Agreement, the Company leverages the buying power of China National Gold to procure better pricing for mining equipment than it would be able to on its own.

For further details of the voting results please visit the Company's website at www.chinagoldintl.com, The Stock Exchange of Hong Kong Limited's website at www.hkex.com.hk or SEDAR at www.sedar.com.

About China Gold International Resources

China Gold International Resources Corp. Ltd. is based in Vancouver, BC, Canada and operates both profitable and growing mines, the CSH Gold Mine in Inner Mongolia, and the Jiama Copper-Gold Polymetallic Mine in Tibet Autonomous Region of the People's Republic of China. The Company's objective is to continue to build shareholder value by growing production at its current mining operations, expanding its resource base, and aggressively acquiring and developing new projects internationally. The Company is listed on the Toronto Stock Exchange (TSX:CGG) and the Main Board of The Stock Exchange of Hong Kong Limited (HKSE:2099).

Cautionary Note About Forward-Looking Statements

Certain information regarding China Gold International Resources contained herein may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although China Gold International Resources believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. China Gold International Resources cautions that actual performance will be affected by a number of factors, most of which are beyond its control, and that future events and results may vary substantially from what China Gold International Resources currently foresees. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration results, continued availability of capital and financing and general economic, market or business conditions. The forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date.

Contact Information