SouthGobi Resources Limited
TSX : SGQ
HKSE : 1878

SouthGobi Resources Limited

May 12, 2017 08:35 ET

SouthGobi Resources announces first quarter 2017 financial and operating results

HONG KONG, CHINA--(Marketwired - May 12, 2017) - SouthGobi Resources Ltd. (TSX:SGQ)(HKSE:1878) (the "Company" or "SouthGobi") today announces its financial and operating results for the three months ended March 31, 2017. All figures are in U.S. dollars ("USD") unless otherwise stated.

Significant Events and Highlights

The Company's significant events and highlights for the three months ended March 31, 2017 and the subsequent period to May 12, 2017 are as follows:

Operating Results- As a result of improved market conditions and prices for coal in China, the Company's operating results for the quarter improved with an increase in the average selling price of coal as well as the volume of coal sales, as compared to the first quarter of 2016. The Company sold 1.11 million tonnes of its coal product during the first quarter of 2017 as compared to 0.88 million tonnes for the first quarter of 2016. The average realized selling price increased from $16.11 per tonne for the first quarter of 2016 to $24.52 per tonne for the first quarter of 2017, which was mainly a result of improved market conditions as well as improved product mix.
Financial Results- The Company recorded a gross profit of $1.5 million during the quarter compared to gross loss of $6.4 million in the first quarter of 2016. The Company recorded a $4.1 million loss from operations during the first quarter of 2017, as compared to a $9.8 million loss from operations in the first quarter of 2016. Revenue was $25.3 million in the first quarter of 2017 as compared to $12.7 million in the first quarter of 2016. The operations during the first quarter of 2017 improved over the comparative 2016 quarter given the improved market conditions in China.
Settlement of Trade Receivable- During the year ended December 31, 2016, the Company entered into a settlement agreement with one of its 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 owing by the Customer to the Company, 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 June 30, 2017). As the transfers of title to the 240 Units were substantially completed during the first quarter of 2017, the 240 Units have been recorded in the Company's accounts accordingly. 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. The Company anticipates that the sales of the 240 Units will commence during the second quarter of 2017. As of the date of this announcement, the Company has collected $5.8 million from the Customer to settle the amount of trade receivables outstanding and, on May 9, 2017, the Company agreed with the Customer to extend the payment due date on the remaining uncollected balance to June 30, 2017.
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 in this announcement under the heading entitled "Regulatory Issues and Contingencies - Governmental and Regulatory Investigations") by making a series of cash payments and by performing mining operations at the Tavan Tolgoi deposit in 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 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 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 March 31, 2017, the Company had completed the mining operations at the Tavan Tolgoi deposit equivalent to MNT 20.3 billion (approximately $8.1 million).
As at March 31, 2017, the provision for the Tax Verdict (as defined below in this announcement under the heading entitled "Regulatory Issues and Contingencies - Governmental and Regulatory Investigations") was reduced to $3.1 million. The Company is required to make further cash payments of $3.1 million in 2017 to complete repayment of the balance of the penalty owing.
Settlement of Lawsuit Notice from a Former Fuel Supplier- On January 20, 2017, SouthGobi Sands LLC ("SGS"), a subsidiary of the Company, received a notice from the Khan-Uul District Civil Court of First Instance in Mongolia (the "DC Court") in relation to a claim for damages from Magnai Trade LLC ("MTLLC"), a former fuel supplier of SGS, in the aggregate amount of MNT 22.2 billion (approximately $8.9 million) representing outstanding fuel supply payments and related penalties and interest costs.
On January 25, 2017, the DC Court dismissed the litigation and the matter was referred to arbitration. The Company signed a settlement agreement with MTLLC on February 10, 2017, pursuant to which SGS would pay MTLLC $8.0 million in equal monthly installments of $2.0 million each from March 2017 to June 2017 in full satisfaction of the debt outstanding. The terms of the settlement agreement was subsequently acknowledged by the arbitrator in the arbitration award.
As a result of the Company failing to honor the repayment schedule set out in the settlement agreement, the Company received on May 1, 2017 a judicial order issued by the DC Court which stated that, subject to MTLLC filing the requisite notice with the DC Court, the arbitration award will be executed by the Court Decision Implementation Agency of Mongolia ("CDIA") and taken to bailiff service for further action. The Company is currently in discussion with MTLLC to revise the repayment schedule. As of May 12, 2017, the Company has made payments in the aggregate of $2.0 million to MTLLC pursuant to the settlement agreement. See section "Regulatory Issues and Contingencies" of this announcement under the heading entitled "Settlement of Lawsuit Notice from aFormer Supplier" for more information.
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.
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 the second half of 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.
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 condensed 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 May 12, 2017, the Company had $1.2 million of cash.
OVERVIEW OF OPERATIONAL DATA AND FINANCIAL RESULTS
Summary of Operational Data

Three months ended
March 31,
2017 2016
Sales Volumes, Prices and Costs
Premium semi-soft coking coal
Coal sales (millions of tonnes) 0.19 0.06
Average realized selling price (per tonne) (i) $ 45.61 $ 21.38
Standard semi-soft coking coal
Coal sales (millions of tonnes) 0.64 0.58
Average realized selling price (per tonne) (i) $ 23.36 $ 18.42
Thermal coal
Coal sales (millions of tonnes) 0.28 0.24
Average realized selling price (per tonne) (i) $ 13.17 $ 9.19
Total
Coal sales (millions of tonnes) 1.11 0.88
Average realized selling price (per tonne) (i) $ 24.52 $ 16.11
Raw coal production (millions of tonnes) 1.51 0.37
Cost of sales of product sold (per tonne) $ 21.40 $ 21.62
Direct cash costs of product sold (per tonne) (ii) $ 9.42 $ 7.88
Mine administration cash costs of product sold (per tonne) (ii) $ 1.01 $ 1.24
Total cash costs of product sold (per tonne) (ii) $ 10.43 $ 9.12
Other Operational Data
Production waste material moved (millions of bank cubic meters) 3.30 0.72
Strip ratio (bank cubic meters of waste material per tonne of coal produced) 2.18 1.94
Lost time injury frequency rate (iii) 0.02 0.00
(i) Average realized selling price is presented before deduction of royalties and selling fees.
(ii) A Non-International Financial Reporting Standards ("IFRS") financial measure, which does not have a standardized meaning according to IFRS. 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 Operational Data

As at March 31, 2017, the Company had a lost time injury frequency rate of 0.02 per 200,000 man hours based on a rolling 12 month average.

As a result of improved market conditions and prices for coal in China, the Company's operational results for the quarter improved with an increase in the average selling price of coal as well as the volume of coal sales, as compared to the first quarter of 2016.

The Company sold 1.11 million tonnes of coal product during the first quarter of 2017 as compared to 0.88 million tonnes for the first quarter of 2016. The average realized selling price increased from $16.11 per tonne for the first quarter of 2016 to $24.52 per tonne for the first quarter of 2017, which was mainly a result of improved market conditions as well as improved product mix. The product mix for the first quarter of 2017 consisted of approximately 17% of Premium semi-soft coking coal, 58% of Standard semi-soft coking coal and 25% of thermal coal compared to approximately 7% of Premium semi-soft coking coal, 66% of Standard semi-soft coking coal and 27% of thermal coal for the first quarter of 2016.

The Company also improved the pacing of production to meet demand, such that production was 1.51 million tonnes for the first quarter of 2017 as compared to 0.37 million tonnes for the first quarter of 2016.

The Company's unit cost of sales of product sold decreased to $21.40 per tonne in the first quarter of 2017 from $21.62 per tonne in the first quarter of 2016. The decrease was mainly driven by increased sales and the related economies of scale.

Summary of Financial Results
Three months ended
March 31,
$ in thousands, except per share information 2017 2016
Revenue (i),(ii) $ 25,254 $ 12,727
Cost of sales (ii) (23,759 ) (19,080 )
Gross profit/(loss) excluding idled mine asset costs 4,714 (1,049 )
Gross profit/(loss) including idled mine asset costs 1,495 (6,353 )
Other operating expenses (3,208 ) (1,711 )
Administration expenses (2,385 ) (1,642 )
Evaluation and exploration expenses (29 ) (47 )
Loss from operations (4,127 ) (9,753 )
Finance costs (5,715 ) (5,497 )
Finance income 4 1
Share of earnings of a joint venture 266 83
Income tax expense (45 ) (235 )
Net loss (9,617 ) (15,401 )
Basic and diluted loss per share $ (0.04 ) $ (0.06 )
(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 3 of the condensed consolidated financial statements for further analysis regarding the Company's reportable operating segments.

Overview of Financial Results

The Company recorded a gross profit of $1.5 million during the quarter compared to a gross loss of $6.4 million in the first quarter of 2016. The Company recorded a $4.1 million loss from operations in the first quarter of 2017 compared to a $9.8 million loss from operations in the first quarter of 2016. The operations for the three months ended March 31, 2017 were positively impacted by improved market conditions resulting in higher sales volumes and a better sales mix of the Company's products as well as the improved coal prices in China.

The Company earned revenue of $25.3 million in the first quarter of 2017 compared to $12.7 million in the first quarter of 2016.

The Company's revenue is presented after deduction of royalties and selling fees. The Company's effective royalty rate for the first quarter of 2017, based on the Company's average realized selling price of $24.52 per tonne, was 5.9% or $1.44 per tonne compared to 7.1% or $1.14 per tonne based on the average realized selling price of $16.11 per tonne in 2016.

Royalty regime in Mongolia

The royalty regime in Mongolia is evolving and has been subject to change since 2012.

On January 1, 2015, the "flexible tariff" royalty regime ended and royalty payments reverted to the previous regime which is based on a set reference price per tonne published monthly by the Government of Mongolia. The Company and other Mongolian coal producers are actively engaging the Mongolian authorities to seek the continuation of the "flexible tariff" regime.

On February 1, 2016, the Government of Mongolia issued a resolution in connection with the royalty regime. From February 1, 2016 onwards, royalties are to be calculated based on the actual contract price in which transportation cost to the Mongolia border should have been included. If such transportation cost was not included in the contract, the relevant transportation costs, custom documentation fees, insurance and loading cost should be estimated for the calculation of royalties. In the event that the calculated sales price as described above differs from the contract sales price of other entities in Mongolia (same quality of coal and same border crossing) by more than 10%, the calculated sales price will be deemed to be "non-market" under Mongolian tax law and the royalty will then be calculated based on a reference price as determined by the Government of Mongolia.

Cost of sales was $23.8 million in the first quarter of 2017 compared to $19.1 million in the first quarter of 2016. Cost of sales comprises operating expenses, share-based compensation expense, equipment depreciation, depletion of mineral properties, coal stockpile inventory impairments and idled mine asset costs. Operating expenses in cost of sales reflect the total cash costs of product sold (a non -IFRS financial measure, see section "Non-IFRS Financial Measures" of this announcement for further analysis) during the period.

Three months ended
March 31,
$ in thousands 2017 2016
Operating expenses $ 10,700 $ 8,045
Share-based compensation expense/(recovery) 23 (5)
Depreciation and depletion 7,486 3,579
Impairment of coal stockpile inventories 2,331 2,157
Cost of sales from mine operations 20,540 13,776
Cost of sales related to idled mine assets 3,219 5,304
Cost of sales $ 23,759 $ 19,080

Operating expenses in cost of sales were $10.7 million in the first quarter of 2017 compared to $8.0 million in the first quarter of 2016. The increase in operating expenses is primarily related to the increase in sales volume from 0.88 million tonnes in the first quarter of 2016 to 1.11 million tonnes in the first quarter of 2017.

Cost of sales in the first quarter of 2017 and 2016 included coal stockpile impairments of $2.3 million and $2.2 million, respectively, to reduce the carrying value of the Company's coal stockpiles to their net realizable value. The coal stockpile impairments recorded in both the first quarter of 2017 and 2016 primarily related to the Company's higher-ash products.

Cost of sales related to idled mine asset costs primarily consisted of period costs, which were expensed as incurred and included mainly depreciation expense. Cost of sales related to idled mine assets in the first quarter of 2017 included $3.2 million of depreciation expenses for idled equipment compared to $5.3 million in the first quarter of 2016. The decrease is due to more of our mining fleet being engaged in active mining operations.

Other operating expenses were $3.2 million in the first quarter of 2017 compared to $1.7 million in the first quarter of 2016 as follows:

Three months ended
March 31,
$ in thousands 2017 2016
Foreign exchange gain/(loss) $ (510 ) $ 272
Mining services, net (2,395 ) -
Provision for doubtful trade and other receivables - (1,911 )
Penalty on late settlement of trade payables (268 ) -
Other (35 ) (72 )
Other operating expenses $ (3,208 ) $ (1,711 )

Mining services at the Tavan Tolgoi deposit were provided by the Company to Erdenes in connection with settlement of the Tax Penalty at a net cost of $2.4 million in the first quarter of 2017 (Direct mining costs and depreciation totaling $8.0 million, net of service revenue of $5.6 million) (see section "Regulatory Issues and Contingencies" of this announcement under the heading entitled "Governmental and Regulatory Investigations" for more details), with no similar amount incurred in the first quarter of 2016.

For the three months ended March 31, 2016, the Company made a provision for doubtful trade and other receivables of $1.9 million (2017: nil) for certain long aged receivables.

Administration expenses were $2.4 million in the first quarter of 2017 compared to $1.6 million in the first quarter of 2016 as follows:

Three months ended
March 31,
$ in thousands 2017 2016
Corporate administration $ 470 $ 465
Legal and professional fees 918 504
Salaries and benefits 843 643
Share-based compensation expense/(recovery) 11 (7 )
Depreciation 143 37
Administration expenses $ 2,385 $ 1,642

The increase in salaries and benefits was mainly due to the operations of the new subsidiary in China, which was incorporated in June 2016 to expand the sales channels of coal in China.

Evaluation and exploration expenses were negligible in the first quarter of 2017 and the first quarter of 2016. The Company continued to minimize evaluation and exploration expenditures in the first quarter of 2017 in order to preserve the Company's financial resources. Evaluation and exploration activities and expenditures in the first quarter of 2017 were limited to ensuring that the Company met the Mongolian Minerals Law requirements in respect of its mining licenses.

Finance costs were $5.7 million and $5.5 million respectively in the first quarter of 2017 and the first quarter of 2016. Finance costs primarily consisted of interest expense in respect of the $250.0 million China Investment Corporation ("CIC") convertible debenture ("CIC Convertible Debenture") ($5.3 million for the first quarter of 2017 and $5.2 million for the first quarter of 2016).

Summary of Quarterly Operational
2017 2016 2015
Quarter Ended 31-Mar 31-Dec 30-Sep 30-Jun 31-Mar 31-Dec 30-Sep 30-Jun
Sales Volumes, Prices and Costs
Premium semi-soft coking coal
Coal sales (millions of tonnes) 0.19 0.15 0.07 - 0.06 0.04 0.16 0.02
Average realized selling price (per tonne) (i) $ 45.61 $ 40.49 $ 21.04 $ - $ 21.38 $ 21.72 $ 22.32 $ 23.37
Standard semi-soft coking coal
Coal sales (millions of tonnes) 0.64 0.65 0.77 0.52 0.58 0.12 0.31 0.11
Average realized selling price (per tonne) (i) $ 23.36 $ 16.79 $ 15.66 $ 16.27 $ 18.42 $ 18.91 $ 19.10 $ 19.97
Thermal coal
Coal sales (millions of tonnes) 0.28 0.28 0.29 0.30 0.24 0.05 0.02 0.06
Average realized selling price (per tonne) (i) $ 13.17 $ 15.26 $ 14.79 $ 9.17 $ 9.19 $ 9.26 $ 10.48 $ 10.47
Total
Coal sales (millions of tonnes) 1.11 1.08 1.13 0.82 0.88 0.21 0.49 0.19
Average realized selling price (per tonne) (i) $ 24.52 $ 19.55 $ 15.79 $ 13.65 $ 16.11 $ 17.19 $ 19.76 $ 17.42
Raw coal production (millions of tonnes) 1.51 1.21 1.13 0.67 0.37 0.62 0.71 0.62
Cost of sales of product sold (per tonne) $ 21.40 $ 21.15 $ 19.53 $ 28.01 $ 21.62 $ 56.59 $ 44.86 $ 60.75
Direct cash costs of product sold (per tonne) (ii) $ 9.42 $ 7.97 $ 7.13 $ 12.47 $ 7.88 $ 6.55 $ 17.46 $ 15.57
Mine administration cash costs of product sold (per tonne) (ii) $ 1.01 $ 3.23 $ 2.26 $ 2.32 $ 1.24 $ 1.78 $ 2.81 $ 7.90
Total cash costs of product sold (per tonne) (ii) $ 10.43 $ 11.20 $ 9.39 $ 14.79 $ 9.12 $ 8.33 $ 20.27 $ 23.47
Other Operational Data
Production waste material moved (millions of bank cubic meters) 3.30
2.62
2.22
1.82
0.72
1.08
2.33
3.62
Strip ratio (bank cubic meters of waste material per tonne of coal produced) 2.18
2.16
1.96
2.71
1.94
1.75
3.25
5.87
Lost time injury frequency rate (iii) 0.02 0.00 0.00 0.00 0.00 0.00 0.00 0.00
(i) Average realized selling price is presented before deduction of royalties and selling fees.
(ii) A non-IFRS financial measure, which does not have a standardized meaning according to IFRS. See section "Non-IFRS Financial Measures". 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.

Summary of Quarterly Financial Results

The Company's consolidated financial statements are reported under IFRS issued by the International Accounting Standards Board ("IASB"). The following table provides highlights from the Company's consolidated financial statements of quarterly results for the past eight quarters.

$ in thousands, except per share information 2017 2016 2015
Quarter Ended 31-Mar 31-Dec 30-Sep 30-Jun 31-Mar 31-Dec 30-Sep 30-Jun
Financial Results
Revenue (i),(ii) $ 25,254 $ 18,983 $ 16,379 $ 10,361 $ 12,727 $ 2,873 $ 8,620 $ 2,949
Cost of sales (ii) (23,759 ) (22,842 ) (22,018 ) (23,105 ) (19,080 ) (12,072 ) (22,108 ) (11,833 )
Gross profit/(loss) excluding idled mine asset costs 4,714 (2,353 ) (3,162 ) (9,926 ) (1,049 ) (5,338 ) (10,642 ) (5,017 )
Gross profit/(loss) including idled mine asset costs 1,495 (3,859 ) (5,639 ) (12,744 ) (6,353 ) (9,199 ) (13,488 ) (8,884 )
Other operating income/(expenses) (3,208 ) (3,782 ) 4,631 812 (1,711 ) (1,093 ) 621 (19,450 )
Administration expenses (2,385 ) (2,378 ) (2,042 ) (1,826 ) (1,642 ) (2,154 ) (1,967 ) (1,963 )
Evaluation and exploration expenses (29 ) (222 ) (101 ) (52 ) (47 ) (46 ) (40 ) 22
Impairment of property, plant and equipment - (1,152 ) - - - (92,651 ) - -
Loss from operations (4,127 ) (11,393 ) (3,151 ) (13,810 ) (9,753 ) (105,143 ) (14,873 ) (30,275 )
Finance costs (5,715 ) (5,645 ) (6,358 ) (5,377 ) (5,497 ) (5,694 ) (5,351 ) (5,222 )
Finance income 4 472 5 324 1 580 1,984 274
Share of earnings/(losses) of a joint venture 266 378 89 256 83 (7 ) 99 151
Income tax credit/(expense) (45 ) (1,294 ) 82 (23 ) (235 ) (2 ) (1 ) (1 )
Net loss (9,617 ) (17,482 ) (9,333 ) (18,630 ) (15,401 ) (110,266 ) (18,142 ) (35,073 )
Basic and dilute loss per share $ (0.04 ) $ (0.07 ) $ (0.04 ) $ (0.07 ) $ (0.06 ) $ (0.44 ) $ (0.07 ) $ (0.15 )
(i) Revenue is presented after 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 3 of the condensed consolidated financial statements for further analysis regarding the Company's reportable operating segments.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Management

The Company has in place a planning, budgeting and forecasting process to help determine the funds required to support the Company's normal operations on an ongoing basis and its expansionary plans.

Turquoise Hill Resources Limited ("Turquoise Hill") Loan Facility ("TRQ Loan")

On May 25, 2014, the Company announced it obtained the TRQ Loan in the form of a $10 million revolving credit facility to meet its short term working capital requirements. The terms and conditions of this facility were filed under the Company's profile on SEDAR at www.sedar.com on June 2, 2014. The key commercial terms of the facility were: an original maturity date of August 30, 2014 (subsequently extended as described below); an interest rate of one month US dollar LIBOR Rate in effect plus 11% per annum; a commitment fee of 35% of interest rate payable quarterly in arrears on undrawn principal amount of facility and a front end fee of $0.1 million.

During 2014 to 2016, the due date of the TRQ Loan, was extended several times and the maximum amount of the facility was reduced to $3.8 million.

On May 16, 2016, the Company and Turquoise Hill entered into the May 2016 Deferral Agreement, whereby Turquoise Hill agreed to a limited deferral of repayment of all remaining amounts and obligations owing under the TRQ Loan to December 29, 2017 in accordance with the schedule of repayment set out below:

  • The Company agreed to effect monthly repayments on the last business day of each month in an amount of (i) $0.15 million per month from May 2016 to April 2017; (ii) $0.2 million per month from May 2017 to December 2017 (the payments in (i) and (ii), the "Repayments"), at which time all remaining obligations will become due;
  • In the event that the Company fails to make any one of the Repayments in its entirety on or before the dates set out above, then the Company shall be in automatic and irremediable default of the obligations thereunder and under the TRQ Loan, shall immediately and irremediably lose all benefits of the May 2016 Deferral Agreement, and all then outstanding obligations shall become immediately due and payable to Turquoise Hill; and
  • Interest shall continue to accrue on all outstanding obligations at the 12-month US dollar LIBOR rate.

Unless otherwise agreed by Turquoise Hill, under certain circumstances, including the non-payment of interest amounts as the same become due, amounts outstanding under the TRQ Loan may be accelerated. Bankruptcy and insolvency events with respect to the Company or its material subsidiaries will result in an automatic acceleration of the indebtedness under the TRQ Loan. Subject to notice and cure periods, certain events of default under the TRQ Loan will result in acceleration of the indebtedness under such loan at the option of Turquoise Hill.

At March 31, 2017, the outstanding principal and accrued interest under this facility amounted to $1.8 million and $0.7 million, respectively (at December 31, 2016, the outstanding principal and accrued interest under the facility amounted to $2.2 million and $0.7 million, respectively).

To date, the Company has made all payments due under the May 2016 Deferral Letter Agreement.

Short-term bridge loan

On October 27, 2015, the Company executed a $10 million bridge loan agreement with an independent Asian based private equity fund. The interest rate is 8% per annum with interest payable upon the repayment of loan principal.

The Company repaid the first tranche of the short-term bridge loan with interest of $5.0 million up to August 11, 2016. During June and July 2016, the Company drew the second tranche of $5.0 million, of which $1.5 million was to mature in March and $3.5 million was to 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 and the loan principal was fully settled.

As at March 31, 2017, the outstanding balance for the short-term bridge loan was nil (December 31, 2016: $3.3 million) and the Company owed accrued interest of $0.1 million (December 31, 2016: $0.1 million). The outstanding interest was subsequently settled in April 2017.

A loan arrangement fee of 5% of the loan principal drawn was charged, totaling $0.3 million for the loans drawn during June and July 2016 and amortized throughout the loan term. For the three months ended March 31, 2017, $0.1 million of loan arrangement fee was amortized (2016: nil).

Bank Loan

On May 6, 2016, SGS obtained a bank loan (the "Bank Loan") in the principal amount of $2.0 million from a Mongolian Bank. The principal terms of the Bank Loan include, among other things, an interest rate of 15.8% per annum, a maturity date of May 6, 2017 and SGS being required to pledge certain of its mobile equipment in favour of the bank as collateral for the Bank Loan. As at March 31, 2017, the outstanding principal and accrued interested under the Bank Loan amounted to $2.0 million. As of May 12, 2017, the outstanding balance of the Bank Loan remained unpaid and the Company is currently in discussions with the bank to extend the original maturity date of the Bank Loan by a further 12 months and to increase the principal amount up to $2.3 million. There can be no assurance, however, that any such an extension can be successfully negotiated by the Company either at all or on favorable terms.

Going concern considerations

The Company's condensed consolidated financial statements have been prepared on a going concern basis which assumes that the Company will continue operating until at least March 31, 2018 and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. However, in order to continue as a going concern, the Company must generate sufficient operating cash flows, secure additional capital or otherwise pursue a strategic restructuring, refinancing or other transactions to provide it with additional liquidity.

Several adverse conditions and material uncertainties cast significant doubt upon the going concern assumption. The Company had a working capital deficiency (excess current liabilities over current assets) of $54.3 million as at March 31, 2017 compared to $59.4 million of working capital deficiency as at December 31, 2016. Included in the working capital deficiency as at March 31, 2017 are significant obligations, which come due in the short-term, including the agreement to pay $14.3 million to CIC on May 19, 2017, pursuant to the interest deferral agreement (refer to "CIC Convertible Debenture" below). 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.

Further, the trade and other payables of the Company have continued to accumulate due to liquidity constraints. The aging profile of trade and other payables has worsened as compared to December 31, 2016, as follows:

$ in thousands As at
March 31,
2017
December 31,
2016
Less than 1 month $ 19,841 $ 14,640
1 to 3 months 11,105 2,493
3 to 6 months 4,713 2,648
Over 6 months 26,246 23,847
Total trade and other payables $ 61,905 $ 43,628

The Company may not be able to settle all trade and other payables on a timely basis, while continuing postponement in settling the trade payables may impact the mining operations of the Company and result in potential lawsuits and/or bankruptcy proceedings being filed against the Company. No such lawsuits or proceedings are pending as at May 12, 2017.

The Company also has other current liabilities, which require settlement in the short-term, including: the remaining cash payments of $3.0 million due in connection with the Tax Penalty owing to the Government of Mongolia; the MTLLC settlement in the amount of $8.0 million, which is included in trade and other payables, due between March and June 2017; the $2.4 million balance of the TRQ Loan payable in monthly payments with the balance due in December 2017; and the Bank Loan of $2.0 million due in May 2017.

The Company is also party to a commercial arbitration in Hong Kong with First Concept Logistics Limited ("First Concept"), involving an $11.5 million amount received by the Company as a coal supply contract prepayment, whereby First Concept is seeking to recover its deposit rather than completing the contracted coal purchases. Should the Company be unsuccessful in arbitration, the Company may be compelled to repay the $11.5 million deposit sought by First Concept, which would negatively impact the liquidity of the Company.

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 the second half of 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 and other working capital requirements 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.

There is no guarantee that the Company will be able to successfully execute the measures mentioned above and secure other sources of financing. If it fails to do so, or is unable to secure additional capital or otherwise restructure or refinance its business in order to address its cash requirements through March 31, 2018, then the Company is unlikely to have sufficient capital resources or cash flows from mining operations in order to satisfy its current ongoing obligations and future contractual commitments. This could result in adjustments to the amounts and classifications of assets and liabilities in the Company's condensed 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.

Continuing delay in securing additional financing could ultimately result in an event of default of the CIC Convertible Debenture, the TRQ Loan and the Bank Loan, which if not cured within applicable cure periods in accordance with the terms of respective instruments, may result in the principal amounts owing and all accrued and unpaid interest becoming immediately due and payable upon notice to the Company by CIC, Turquoise Hill and the lender of the Bank Loan, respectively.

Factors that impact the Company's liquidity are being closely monitored and include, but are not limited to, Chinese economic growth, market prices of coal, production levels, operating cash costs, capital costs, exchange rates of currencies of countries where the Company operates and exploration and discretionary expenditures.

As at March 31, 2017, the Company's gearing ratio was 0.38 (December 31, 2016: 0.37), which was calculated based on the Company's long term liabilities to total assets. As at March 31, 2017 and December 31, 2016, the Company is not subject to any externally imposed capital requirements.

As at May 12, 2017, the Company had $1.2 million of cash.

CIC Convertible Debenture

In November 2009, the Company entered into a financing agreement with a wholly owned subsidiary of CIC for $500 million in the form of a secured, convertible debenture bearing interest at 8.0% (6.4% payable semi-annually in cash and 1.6% payable annually in the Company's shares) with a maximum term of 30 years. The CIC Convertible Debenture is secured by a first ranking charge over the Company's assets and certain subsidiaries. The financing was used primarily to support the accelerated investment program in Mongolia and for working capital, repayment of debt, general and administrative expenses and other general corporate purposes.

On March 29, 2010, the Company exercised its right to call for the conversion of up to $250.0 million of the CIC Convertible Debenture into approximately 21.5 million shares at a conversion price of $11.64 (CAD$11.88). As at March 31, 2017, CIC owned, through its indirect wholly-owned subsidiary, approximately 23.8% of the issued and outstanding common shares of the Company.

On December 29, 2016, the Company executed the 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.

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.

Under certain conditions, including the non-payment of interest amounts as the same become due, amounts outstanding under the CIC Convertible Debenture may be accelerated. Bankruptcy and insolvency events with respect to the Company or its material subsidiaries will result in an automatic acceleration of the indebtedness under the CIC Convertible Debenture. Subject to notice and cure periods, certain events of default under the CIC Convertible Debenture will result in acceleration of the indebtedness under such debenture at the option of CIC. Such other events of default include, but are not limited to, non-payment, breach of warranty, non-performance of obligations under the CIC Convertible Debenture, default on other indebtedness and certain adverse judgments.

Ovoot Tolgoi Mine Impairment Analysis

The Company determined that an indicator of impairment existed for its Ovoot Tolgoi Mine cash generating unit as at March 31, 2017. The impairment indicator was the uncertainty of future coal prices in China.

Therefore, the Company conducted an impairment test whereby the carrying value of the Company's Ovoot Tolgoi Mine cash generating unit was compared to its "fair value less costs of disposal" ("FVLCTD") using a discounted future cash flow valuation model. The Company's cash flow valuation model takes into consideration the latest available information to the Company, including but not limited to, sales price, sales volumes and washing assumptions, operating cost and life of mine coal production assumptions as at March 31, 2017. The Company's Ovoot Tolgoi Mine cash generating unit carrying value was $143.4 million as at March 31, 2017.

Key estimates and assumptions incorporated in the valuation model included the following:

  • Coal resources and reserves as estimated by an independent third party engineering firm;
  • Sales price estimates from an independent market consulting firm;
  • Forecasted sales volumes in line with production levels as per the updated mine plan;
  • Updated life-of-mine coal production, strip ratio, capital costs and operating costs;
  • Coal washing to increase the volume of premium semi-soft coking coal sold;
  • Coal processing to increase the grade and qualities of the thermal coal produced and sold; and
  • A post-tax discount rate of 13.9% based on an analysis of the market, country and asset specific factors.

The impairment analysis did not result in the identification of an impairment loss or an impairment reversal and no charge or reversal was required as at March 31, 2017. The Company believes that the estimates and assumptions incorporated in the impairment analysis are reasonable; however, the estimates and assumptions are subject to significant uncertainties and judgments.

The Company is engaged in a comprehensive review of the Ovoot Tolgoi mine plan's design parameters, mine design and project development schedule in order to reflect an updated production plan and current market conditions. The objective of this exercise is to optimize the Company's mine plan having regard to the change in circumstances since the 2012 preliminary feasibility study was prepared. Factors such as the decline in coal prices in China, decreased mining quantities resulting from smaller pit dimensions as a result of changed mining parameters and coal prices and the exclusion of coal identified in the previous studies as marginally economic due to coal price reductions can be expected to exert downward pressure on resource quantities. These may be offset to some degree by an upgrading of some resources from the inferred category to the indicated category in the Sunset Pit area, a change to mine design with steeper pit walls resulting in less waste and a lower strip ratio and improved mining cash costs, simplified and lower cost coal processing and product marketing, and general cost reductions. However, there can be no assurance that the continuing optimization of the mine plan at the Ovoot Tolgoi Mine will ultimately provide the basis for an updated preliminary feasibility study that will support a new estimate of mineral reserves.

Any downward adjustments to the Company's mineral resource estimates could materially affect the Company's development and mining plans, which could materially and adversely affect its business and results of operations.

REGULATORY ISSUES AND CONTINGENCIES

Governmental and Regulatory Investigations

In 2014, the Company was subject to investigations by Mongolia's Independent Authority Against Corruption (the "IAAC") regarding allegations of breaches of Mongolia's anti-corruption laws (the "Anti- Corruption Case"), and tax evasion and money laundering (the "Tax Evasion Case").

While the IAAC has not made any formal accusations against any current or former employee of the Company or the Company under the Anti-Corruption Case, administrative penalties were imposed on certain of the Company's Mongolian assets in connection with the investigation, including certain funds held in bank accounts in Mongolia totaling $1.2 million (the "Restricted Funds"). The Company has been informed that the Anti-Corruption Case has been suspended; however, it has not received formal notice that the investigation is completed.

With respect to the Tax Evasion Case, on December 30, 2014, the Capital City Prosecutor's Office (Ulaanbaatar, Mongolia) dismissed the allegations of money laundering as not having been proven during the investigation; however, proceedings in respect of tax evasion by former employees of the Company proceeded and culminated in February 2015, when the Company received the written verdict (the "Tax Verdict") of the Mongolian Second District Criminal Court. The Tax Verdict pronounced the three former employees of SGS guilty and declared SGS to be financially liable as a "civil defendant" for a penalty (the "Tax Penalty") of MNT 35.3 billion (approximately $18.2 million on February 1, 2015). Following the refusal of the Supreme Court of Mongolia to hear the case on appeal in June 2015, the Tax Verdict entered into force. The Tax Verdict is, however, not immediately payable and enforceable against SGS absent further actions prescribed by the laws of Mongolia. However, the Company made a corresponding provision for the court case penalty of $18.0 million in the second quarter of 2015 given the Tax Verdict had entered into force.

On October 6, 2015, the Company was informed by its Mongolian banks (where the Restricted Funds were held) that they had received an official request from the CDIA to transfer the Restricted Funds according to the court decision. $1.2 million was transferred to the CDIA from the frozen bank accounts in October and November 2015.

Following the submission by the Company of various proposals to resolve the dispute giving rise to the Tax Verdict, in May 2016, the Resolution 258 of the Government of Mongolia was issued, which approved the Company's proposal to partially settle the Tax Penalty by way of certain cash payments in 2016 and 2017 and by the Company performing certain mining operations at the Tavan Tolgoi deposit on behalf of Erdenes. Subsequently to this Resolution, the Company made cash payments of $2.4 million during 2016 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 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 March 31, 2017, 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 has provided $3.1 million for the court case penalty at March 31, 2017. The decrease from $18.0 million as at June 30, 2015 is as a result of subsequent transfers from frozen bank accounts of $1.2 million, additional cash payments by the Company in 2016 of $2.4 million, the provision of mining services at the Tavan Tolgoi deposit of $8.1 million and the foreign exchange adjustments.

The Company is required to make further cash payments of $3.1 million in 2017 to complete repayment of the balance of the penalty owing.

As described above, the Company is working with the relevant authorities in Mongolia to resolve the dispute giving rise to the tax verdict in a manner that is appropriate having regard to the Company's limited financial resources and supportive of a positive environment for foreign investment in Mongolia. Should the Company fail to meet the terms of the agreed repayment plan and to receive a discharge of the judgment from the applicable Mongolian court, this may result in an event of default under the CIC Convertible Debenture and CIC would have the right to declare the full principal and accrued interest owing thereunder immediately due and payable. Such an event of default under the CIC Convertible Debenture or the Company's inability to pay the penalty could result in voluntary or involuntary proceedings involving the Company, including bankruptcy.

Mongolian IAAC Investigation

In the first quarter of 2013, the Company was subject to orders imposed by the IAAC which placed restrictions on certain of the Company's Mongolian assets. The orders were imposed on the Company in connection with the IAAC's investigations of the Company as described under the section entitled "Governmental and Regulatory Investigations" above and continued to be enforced by the Mongolian State Investigation Office. The restrictions on the assets were reaffirmed in the Tax Verdict and form part of the Tax Penalty payable by the Company.

The orders related to certain items of operating equipment and infrastructure and the Company's Mongolian bank accounts ("Restricted Funds"). The orders related to the operating equipment and infrastructure restricts the sale of these items; however, the orders do not restrict the use of these items in the Company's mining activities. The orders related to the Company's Mongolian bank accounts restricted the use of in-country funds but did not have any material impact on the Company's activities. The Restricted Funds were transferred to the Court Decision Implementing Agency of Mongolia as partial payment of the Tax Verdict in October and November 2015. See the section entitled "Governmental and Regulatory Investigations" above.

Following a review by the Company and its advisers, it is the Company's view that the orders placing restrictions on certain of the Company's Mongolian assets did not result in an event of default as defined under the terms of the CIC Convertible Debenture. However, the enforcement of the orders could ultimately result in an event of default of the Company's CIC Convertible Debenture, which if it remains uncured for ten business days, would result in the principal amount owing and all accrued and unpaid interest will become immediately due and payable upon notice to the Company by CIC.

Class Action Lawsuit

In January, 2014, Siskinds LLP, a Canadian law firm, filed a class action (the "Class Action") against the Company, certain of its former senior officers and directors, and its former auditors, Deloitte LLP, in the Ontario Court in relation to the Company's restatement of consolidated financial statements as previously disclosed in the Company's public filings.

To commence and proceed with the Class Action, the plaintiff was required to bring a preliminary leave motion and to certify the Class Action as a class proceeding (the "Leave Motion"). The Ontario Court rendered its decision on the Leave Motion on November 5, 2015 and dismissed the plaintiff's Leave Motion as against each of the former senior officers and directors of the Company named in the Class Action on the basis that the "large volume of compelling evidence" proved the defense of reasonable investigation on the balance of probabilities and provided the basis for dismissing the Leave Motion as against them.

However, the Ontario Court allowed the Class Action to proceed under Part XXIII.1 of the Ontario Securities Act, permitting the plaintiff to commence and proceed with an action against the Company in respect of alleged misrepresentations affecting trades in the secondary market for the Company's securities arising from the restatement. The Company appealed this portion of the decision of the Ontario Court (the "Corporation Appeal").

The plaintiff appealed that part of the November 5, 2015 Ontario Court decision dismissing the action against former officers and directors of the Company (the "Individual's Appeal"). The Individual's Appeal was brought as of right to the Ontario Court of Appeal.

By Order dated September 12, 2016, the Corporation Appeal was transferred to the Ontario Court of Appeal to be heard together with the Individuals' Appeal. The Corporation Appeal was perfected on October 25, 2016 in the Ontario Court of Appeal.

Both the Individuals' Appeal and the Corporation Appeal will now be verbally argued together. The appeals have been 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 Class Action or determine the amount of potential losses, if any. However, the Company has judged a provision for this matter as at March 31, 2017 is not required.

Toll Wash Plant Agreement with Ejin Jinda

In 2011, the Company entered into an agreement with Ejin Jinda, a subsidiary of China Mongolia Coal Co. Ltd. to toll-wash coals from the Ovoot Tolgoi Mine. The agreement had a duration of five years from commencement of the contract and provided for an annual wet washing capacity of approximately 3.5 million tonnes of input coal.

Under the original agreement with Ejin Jinda, which required the commercial operation of the wet washing facility to commence on October 1, 2011, the additional fees payable by the Company under the wet washing contract would have been $18.5 million. At each reporting date, the Company assesses the agreement with Ejin Jinda and has determined it is not probable that these $18.5 million will be required to be paid. Accordingly, the Company has determined a provision for this matter as at March 31, 2017 is not required.

Mining Prohibition in Specified Areas Law

In July 2009, Mongolia promulgated the Law on Prohibiting Mineral Exploration and Extraction Near Water Sources, Protected Areas and Forests (the "Mining Prohibition in Specified Areas Law"). Pursuant to the Mining Prohibition in Specified Areas Law, the Government of Mongolia has defined the boundaries of certain areas in which exploration and mining is purportedly prohibited. A list of licenses was prepared that overlap with the prohibited areas described in the law based on information submitted by water authority agencies, forest authority agencies and local authorities for submission to the Government of Mongolia.

In order to address the issues facing its implementation, in February 2015 the Parliament of Mongolia adopted an amendment to the Law on Implementation of the Mining Prohibition in Specified Areas Law (the "Amended Law on Implementation"). The Amended Law on Implementation provided an opportunity for license holders covered within the scope of application of the Mining Prohibition in Specified Areas Law to continue their mining operations subject to advance placement of funds to cover 100% of the future environmental rehabilitation costs. A model contract and a specific Government regulation on this requirement will be adopted by the Government. The license holders were required to apply within 3 months after the amendment to the Law on Implementation came into effect for permission to MRAM to resume activities. The Company considered the development projects may be affected, but not the operating mines. The Company submitted its application with respect to its mining licenses before the deadline set on June 16, 2015.

Pursuant to the Mongolian Law "To prohibit mineral exploration and mining operations at headwaters of rivers, water protection zones and forested areas", the government administrative agency has notified the Company that special license area 12726A is partly overlapping with a water reservoir. The Company has inspected the area together with the Cadastral Division of the Mineral Resource Authority as well as through the cadastral registration system of the Ministry of Environment, and determined that 29 hectares of Sukhait Bulag was partly overlapping with a water reservoir, of which has been partly handed over. (Resolution No.6/7522 issued on September 29, 2015 by the Head of Cadastral Division of the Mineral Resource Authority).

In accordance with Article 22.3 of Law of Mongolia on Water, 5,602.96 hectares of land, including Sukhaityn Bulag, Uvur Zadgai, and Zuun Shand pertaining to exploration license 9443X, which was converted to mining license MV-0125436 in January 2016, was overlapping with protected area boundary. It has been officially handed over to the local administration. (Resolution No.688 issued on September 24, 2015 by the Head of Cadastral Division of the Mineral Resource Authority) In connection with the nullification of Annex 2 of government order No.194 "On determining boundary" issued on June 5, 2012, the area around the water reservoir located at MV-016869 license area and Soumber exploration license 9449X, which was converted to mining license MV-020451 in January 2016, was annulled from the Specified Area Law.

Therefore, mining license 12726A and MV-016869 and exploration licenses 9443X, 9449X were removed from the list of licenses that overlaps with the prohibited areas described in the law.

There has been limited development of the law during 2016 while two exploration licenses of the Company (13779X and 5267X) were converted to mining licenses (MV-020676 and MV-020675) in November 2016. The Company will continue to monitor the developments and ensure that it follows the necessary steps in the Amended Law on Implementation to secure its operations and licenses and is fully compliant with Mongolian law.

Special Needs Territory in Umnugobi

On February 13, 2015, the entire Soumber mining license and a portion of SGS' exploration license No.9443X (9443X was converted to mining license MV-025436 in January 2016) (the "License Areas") were included into a special protected area (to be further referred as Special Needs Territory "SNT") newly set up by the Umnugobi Aimag's Civil Representatives Khural (the "CRKh") to establish a strict regime on the protection of natural environment and prohibit mining activities in the territory of the SNT.

On July 8, 2015, SGS and the Chairman of the CRKh, in his capacity as the respondent's representative, reached an agreement (the "Amicable Resolution Agreement") to exclude the License Areas from the territory of the SNT in full, subject to confirmation of the Amicable Resolution Agreement by the session of the CRKh. The parties formally submitted the Amicable Resolution Agreement to the appointed judge of the Administrative Court for her approval and requested a dismissal of the case in accordance with the Law of Mongolia on Administrative Court Procedure. On July 10, 2015, the judge issued her order approving the Amicable Resolution Agreement and dismissing the case, while reaffirming the obligation of CRKh to take necessary actions at its next session to exclude the License Areas from the SNT and register the new map of the SNT with the relevant authorities. Mining activities at the Soumber property cannot proceed until the License Areas are removed from the SNT.

On June 29, 2016, the Mongolian Parliament and CRKh election was held. As a result, the Company is aware that additional action may be taken in respect of the SNT; however, the Company has not yet received any indication on the timing of the next session of the CRKh.

Commercial Arbitration in Hong Kong

On June 24, 2015, First Concept served a notice of arbitration (the "Notice") on SGS in respect of a coal supply agreement dated May 19, 2014 as amended on June 27, 2014 (the "Coal Supply Agreement") for a total consideration of $11.5 million. The arbitral proceedings (the "Arbitration") are deemed to have commenced on June 24, 2015, as of the date when the respondent received the Notice.

The Company firmly rejected the allegations of First Concept in the Notice as lacking any merit. The Arbitration was held in the fourth quarter of 2016 and the decision is not expected until the second quarter of 2017.

There can be no assurance, however, that the Company will prevail in the Arbitration. Should SGS be unsuccessful in the Arbitration, the Company may not be able to re-pay the sum of $11.5 million. In such case, this may result in an event of default under the CIC Convertible Debenture and CIC would have the right to declare the full principal and accrued interest owing thereunder immediately due and payable. Such an event of default under the CIC Convertible Debenture or the Company's inability to re-pay the sum of $11.5 million to First Concept could result in voluntary or involuntary proceedings involving the Company (including bankruptcy).

Settlement of Lawsuit Notice from a Former Fuel Supplier

On January 20, 2017, SGS received a notice from the DC Court in relation to a claim for damages from 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.

SGS disputed the amount claimed by MTLLC in the proceedings before the DC Court and filed an application with the DC Court to dismiss the litigation, on the basis that the contract required an arbitration process prior to the initiation of court proceedings. On January 25, 2017, the DC Court dismissed the litigation and the matter was referred to arbitration.

The Company signed a settlement agreement with MTLLC on February 10, 2017, pursuant to which SGS would pay MTLLC $8.0 million in equal monthly installments of $2.0 million each from March 2017 to June 2017 in full satisfaction of the debt outstanding. The terms of the settlement agreement was subsequently acknowledged by the arbitrator in the arbitration award.

As a result of the Company failing to honor the repayment schedule in accordance to the settlement agreement, the Company received on May 1, 2017 a judicial order issued by the DC Court which stated that, subject to MTLLC filing the requisite notice with the DC Court, the arbitration award will be executed by the CDIA and taken to bailiff service for further action. The Company is currently in discussion with MTLLC to revise the repayment schedule. As of May 12, 2017, the Company has made payments in the aggregate of $2.0 million to MTLLC pursuant to the settlement agreement.

There can be no assurance, however, that any revision of the repayment schedule will be successfully negotiated by the Company either at all or on favourable terms, or that the actions to be taken by the bailiff service would not be materially adverse to the Company.

TRANSPORTATION INFRASTRUCTURE

On August 2, 2011, the State Property Committee of Mongolia awarded the tender to construct a paved highway from the Ovoot Tolgoi Mine to the Shivee Khuren Border Crossing (the "Paved Highway") to consortium partners NTB LLC and SGS (together referred to as "RDCC LLC"). The Company has an indirect 40% interest in RDCC LLC through its Mongolian subsidiary SGS.

On October 26, 2011, RDCC LLC signed a concession agreement with the State Property Committee of Mongolia. RDCC LLC has the right to conclude a 17 year build, operate and transfer agreement under the Mongolian Law on Concessions.

On May 8, 2015, the commercial operation of the Paved Highway commenced. The Paved Highway has significantly increased the safety of coal transportation, reduced environmental impacts and improved efficiency and capacity of coal transportation. The current toll rate is set at MNT 900 per tonne of coal as compared to MNT 1,500 as stated in the signed concession agreement between RDCC LLC and the State Property Committee of Mongolia.

On September 17, 2015, the Invest Mongolia Agency signed an amendment to the concession agreement with RDCC LLC to extend the exclusive right of ownership to 30 years.

On February 4, 2017, the Board of RDCC LLC decided to increase the toll rate from MNT 900 per tonne of coal to MNT 1,200, effective from March 1, 2017.

The Paved Highway has a carrying capacity in excess of 20 million tonnes of coal per year.

For the three months ended March 31, 2017, RDCC LLC recognized toll fee revenue of $1.2 million (2016: $0.8 million).

OUTLOOK

The outlook for Mongolian coal exports remains dependent on the Chinese economy. Looking forward, the Company remains cautiously optimistic regarding the Chinese coal market, which is expected to continue stabilizing.

The Company intends to improve its product mix by commencing coal washing operations in 2017 to beneficiate a portion of its lower grade and higher-ash content coal into washed coal products, in order to meet increasing market demand for higher quality coal. The construction of the washing facilities at Ovoot Tolgoi has commenced and the operation is expected to start in the second half of 2017.

The Company will continue to reach out to end customers in order to enhance the sales profile and revenue growth.

The Company remains well positioned in the market, with a number of key competitive strengths, including:

  • Bridge between Mongolia and China - The Company is well positioned to capture the resulting business opportunities between the two countries given i) strong strategic support from its largest shareholders (CIC and Cinda (Novel Sunrise's parent company)), which are both state-owned- enterprises in China; and ii) the Company has a strong operational record for ten years in Mongolia, being one of the largest enterprises in the country.

  • Strategic location - The Ovoot Tolgoi Mine is located approximately 40km from China, which represents the Company's main coal market. The Company has an infrastructure advantage, being approximately 50km from a major Chinese coal distribution terminal with rail connections to key coal markets in China.

  • Expanded Resources and Declared Reserves - As a result of work performed by Dragon Mining Consulting Limited, the Company increased its estimate of total resources at the Ovoot Tolgoi deposit from those described in the 2016 Technical Report and has declared reserves for the Ovoot Tolgoi deposit.

  • Several growth options - The Company has several growth options including the Soumber Deposit and Zag Suuj Deposit, located approximately 20km east and approximately 150km east of the Ovoot Tolgoi Mine, respectively.

Objectives

The Company's objectives for 2017 and the medium term are as follows:

  • Enhance product mix - The Company is committed to enhancing the product quality by completing the construction and commissioning of the new wash plant; and completing a study of refurbishing, completing and implementing certain components of the former dry coal handling facility, which would enable the processing of lower grade coal into higher margin products on a larger scale.

  • Expand customer base - The Company aims to strengthen its sales and logistics capabilities to expand the customer base further inland in China.

  • Optimize cost structure - The Company is focused on further cost reduction by improving productivity and operational efficiency with the engagement of third party contract mining companies while maintaining product quality and the sustainability of production.

  • Progress growth options - Subject to available financial resources, the Company plans to further the development of the Soumber Deposit, while staying compliant with all government requirements in relation to its licenses and agreements.

  • Diversify the risk profile of the Company - The Company is evaluating various business opportunities besides coal mining, coal trading and real estate in Mongolia, including but not limited to power generation and contract mining.

  • Operate in a socially responsible manner - The Company is focused on maintaining the highest standards in health, safety and environmental performance.

NON-IFRS FINANCIAL MEASURES

Cash Costs

The Company uses cash costs to describe its cash production and associated cash costs incurred in bringing the inventories to their present locations and conditions. Cash costs incorporate all production costs, which include direct and indirect costs of production, with the exception of idled mine asset costs and non-cash expenses which are excluded. Non-cash expenses include share-based compensation expense, impairments of coal stockpile inventories, depreciation and depletion of property, plant and equipment and mineral properties. The Company uses this performance measure to monitor its operating cash costs internally and believes this measure provides investors and analysts with useful information about the Company's underlying cash costs of operations. The Company believes that conventional measures of performance prepared in accordance with IFRS do not fully illustrate the ability of its mining operations to generate cash flows. The Company reports cash costs on a sales basis. This performance measure is commonly utilized in the mining industry.

The cash costs per tonne of product sold presented below may differ from cash costs per tonne of product produced depending on the timing of coal stockpile inventory turnover and impairments of coal stockpile inventories from prior periods.

Summarized Comprehensive Income Information
(Expressed in thousands of USD, except for share and per share amounts)
Three months ended
March 31,
2017 2016
Revenue $ 25,254 $ 12,727
Cost of sales (23,759 ) (19,080 )
Gross profit/(loss) 1,495 (6,353 )
Other operating expenses (3,208 ) (1,711 )
Administration expenses (2,385 ) (1,642 )
Evaluation and exploration expenses (29 ) (47 )
Loss from operations (4,127 ) (9,753 )
Finance costs (5,715 ) (5,497 )
Finance income 4 1
Share of earnings of a joint venture 266 83
Loss before tax (9,572 ) (15,166 )
Current income tax expense (45 ) (235 )
Net loss attributable to equity holders of the Company (9,617 ) (15,401 )
Other comprehensive income/(loss) to be reclassified to profit or loss in subsequent periods
Exchange differences on translation of foreign operation 259 (512 )
Net comprehensive loss attributable to equity holders of the Company $ (9,358 ) $ (15,913 )
Basic and diluted loss per share $ (0.04 ) $ (0.06 )
Summarized Financial Position Information
(Expressed in thousands of USD)
As at
March 31,
2017
December 31,
2016
Assets
Current assets
Cash and cash equivalents $ 5,273 $ 966
Trade and other receivables 9,268 19,434
Properties held for sale 10,752 -
Inventories 31,462 28,583
Prepaid expenses and deposits 9,312 8,194
Total current assets 66,067 57,177
Non-current assets
Property, plant and equipment 170,816 180,809
Investment in a joint venture 21,438 21,335
Total non-current assets 192,254 202,144
Total assets $ 258,321 $ 259,321
Equity and liabilities
Current liabilities
Trade and other payables $ 61,905 $ 43,628
Provision for court case penalty 3,058 9,074
Deferred revenue 27,816 29,849
Interest-bearing borrowings 4,640 8,454
Current portion of convertible debenture 22,971 25,597
Total current liabilities 120,390 116,602
Non-current liabilities
Interest-bearing borrowings 466 425
Convertible debenture 92,233 91,993
Decommissioning liability 4,540 4,288
Total non-current liabilities 97,239 96,706
Total liabilities 217,629 213,308
Equity
Common shares 1,098,619 1,094,619
Share option reserve 52,377 52,340
Exchange reserve (4,899 ) (5,158 )
Accumulated deficit (1,105,405 ) (1,095,788 )
Total equity 40,692 46,013
Total equity and liabilities $ 258,321 $ 259,321
Net current liabilities $ (54,323 ) $ (59,425 )
Total assets less current liabilities $ 137,931 $ 142,719

REVIEW OF INTERIM RESULTS

The condensed consolidated interim financial statements for the Company for the three months ended March 31, 2017, were reviewed by the Audit Committee of the Company.

The Company's results for the quarter ended March 31, 2017, are contained in the unaudited Condensed Consolidated Interim Financial Statements and Management Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), available on the SEDAR website at www.sedar.com and the Company's website at www.southgobi.com.

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.

Forward-Looking Statements: Except for statements of fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "could", "should", "seek", "likely", "estimate" and other similar words or statements that certain events or conditions "may" or "will" occur. Forward-looking statements relate to management's future outlook and anticipated events or results and are based on the opinions and estimates of management at the times the statements are made. Forward-looking statements in this announcement include, but are not limited to, statements regarding:

  • the Company continuing as a going concern and its ability to realize its assets and discharge its liabilities in the normal course of operations as they become due; adjustments to the amounts and classifications of assets and liabilities in the Company's consolidated financial statements and the impact thereof;
  • the Company's expectations of sufficient liquidity and capital resources to meet its ongoing obligations and future contractual commitments, including the Company's ability to settle the trade payables, to secure additional funding and to meet its obligations under each of the CIC Convertible Debenture, the TRQ Loan and the Bank Loan, as the same become due;
  • the Company's anticipated financing needs, development plans and future production levels;
  • the Company successfully negotiating a deferral of the $14.3 million payment due on May 19, 2017 to CIC under December 2016 Deferral Agreement;
  • the ability of the Company to satisfy the Tax Penalty;
  • the ability of the Company to meet or revise the repayment terms as per the settlement agreement with MTLLC;
  • the potential consequence to the Company if the judicial order in relation to the settlement agreement with MTLLC is taken to bailiff service;
  • the outcome of arbitration proceedings involving the Company and First Concept with respect to a coal supply agreement and payments thereunder;
  • the results and impact of the Ontario class action;
  • the estimates and assumptions included in the Company's impairment analysis and the possible impact of changes thereof;
  • the Company's plans to file a technical report for the updated resource and reserve estimates and proposed mine plan described herein for the Ovoot Tolgoi Mine and the timing thereof;
  • the anticipated sale of the 240 Units acquired pursuant to the settlement agreement, and receipt of the remaining cash portion of the outstanding trade receivables;
  • the agreement with Ejin Jinda and the payments thereunder;
  • the commencement of washing facilities at Ovoot Tolgoi and the timing thereof;
  • the ability to enhance the product value by conducting coal processing and coal washing;
  • the Company's intention to develop markets for its semi-soft coking coal brands and to pursue long-term supply offtake agreements with end users in China;
  • the evaluation, and potential pursuit of, business opportunities other than coal mining, coal trading and real estate in Mongolia, including but not limited to power generation and contract mining;
  • the impact of the Company's activities on the environment and actions taken for the purpose of mitigation of potential environmental impacts and planned focus on health, safety and environmental performance;
  • the future mining operations at the Soumber Deposit being allowed to share the existing infrastructure with the Ovoot Tolgoi Mine;
  • greenfield development options with the Soumber Deposit and Zag Suuj Deposit;
  • the Company's objectives for 2017 and beyond; and
  • other statements that are not historical facts.

Forward-looking information is based on certain factors and assumptions described below and elsewhere in this announcement, including, among other things: the current mine plan for the Ovoot Tolgoi mine; mining, production, construction and exploration activities at the Company's mineral properties; the costs relating to anticipated capital expenditures and the 2017 exploration program; the expected impacts of the remaining administrative restrictions on certain of the Company's Mongolian assets and the anticipated impact on the Company's activities; the capacity and future toll rate of the Paved Highway; plans for the progress of mining license application processes; mining methods; the Company's anticipated business activities, planned expenditures and corporate strategies; management's business outlook, including the outlook for the remainder of 2017 and beyond; currency exchange rates; operating, labour and fuel costs, the future coal market conditions in China and the related impact on the Company's margins and liquidity; future coal prices, and the level of worldwide coal production. While the Company considers these assumptions to be reasonable based on the information currently available to it, they may prove to be incorrect.

Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These risks and uncertainties include, among other things: the uncertain nature of mining activities, risks associated with joint venture operations; actual capital and operating costs exceeding management's estimates; variations in mineral resource and mineral reserve estimates; failure of plant, equipment or processes to operate as anticipated; the possible impacts of changes in mine life, useful life or depreciation rates on depreciation expenses; risks associated with regulatory requirements and the ability to obtain all necessary regulatory approvals; the potential expansion of the list of licenses published by the Government of Mongolia covering areas in which exploration and mining are purportedly prohibited on certain of the Company's mining licenses; the Government of Mongolia designating any one or more of the Company's mineral projects in Mongolia as a Mineral Deposit of Strategic Importance; the possible impact of changes to the inputs to the valuation model used to value the embedded derivatives in the CIC Convertible Debenture; risk of the Company defaulting under its existing debt obligations, including the CIC Convertible Debenture and the TRQ Loan; the impact of amendments to, or the application of, the laws of Mongolia, China and other countries in which the Company carries on business; modifications to existing practices so as to comply with any future permit conditions that may be imposed by regulators; delays in obtaining approvals and lease renewals; the risk of fluctuations in coal prices and changes in China and world economic conditions; risk of the Tax Verdict becoming immediately payable; the outcome of the Class Action and any damages payable by the Company as a result; cash flow and liquidity risks; risks relating to the Company's ability to raise additional financing and to continue as a going concern. Please see the Company's most recently filed Annual Information Form for the year ended December 31, 2016, which is available under the Company's profile on SEDAR at www.sedar.com, for a discussion of these and other risks and uncertainties relating to the Company and its operations.

This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements.

Due to assumptions, risks and uncertainties, including the assumptions, risks and uncertainties identified above and elsewhere in this announcement, actual events may differ materially from current expectations. The Company uses forward-looking statements because it believes such statements provide useful information with respect to the currently expected future operations and financial performance of the Company, and cautions readers that the information may not be appropriate for other purposes. Except as required by law, the Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on the forward-looking statements, which speaks only as of the date of this announcement; they should not rely upon this information as of any other date.

The English text of this announcement shall prevail over the Chinese text in case of inconsistencies.

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