SouthGobi Resources Limited
HKSE : 1878

SouthGobi Resources Limited

July 31, 2015 07:45 ET

SouthGobi Resources Announces New Nominees for Election as Directors and Filing of Supplement to Its Management Information Circular

HONG KONG, CHINA--(Marketwired - July 31, 2015) - SouthGobi Resources Ltd. (TSX:SGQ) (HKSE:1878) (the "Company" or "SouthGobi") today announces changes to the slate of management's director nominees standing for election at its annual general meeting of shareholders (the "SouthGobi Shareholders") scheduled to be held at 9:00 a.m. (Pacific Time) on August 6, 2015 (the "Meeting") at the Fairmont Pacific Rim Hotel, Room Emerald C, 1038 Canada Place, Vancouver, British Columbia.

New Nominees for Election as Directors

Pursuant to certain contractual rights, the Company's largest shareholder, Novel Sunrise Investments Limited ("Novel"), has nominated Yulan Guo, Ningqiao Li and Mr. Aminbuhe (collectively, the "Novel Nominees") for election as non-independent directors of the Company and withdrawn its nomination of Ted Chan and Wilson Chen for election as directors. In addition to the Novel Nominees, the Company's Nominating & Corporate Governance Committee (the "NCG Committee") has recommended Ms. Jin Lan Quan (together with the Novel Nominees, the "New Nominees") for election as an independent director of the Company. The Board has accepted each of their nominations on the recommendation of the NCG Committee.

In addition to the withdrawal of Messrs. Chan and Chen and to accommodate the election of the New Nominees, Saurabh Handa and Scott Broughton have withdrawn their names as nominees for election as directors. In view of the foregoing, based on the recommendation of the NCG Committee, the Board has approved the nomination of each of the New Nominees for election as directors at the Meeting.

SouthGobi Shareholders are advised that, unless instructed otherwise, management proxies will be voted for the election of each of Messrs. Gordon Lancaster, André Deepwell, Pierre Lebel and Zhu Liu, and the New Nominees (collectively, the "New Slate") as directors of the Company at the Meeting.

Supplement to Management Information Circular

In connection with the changes to the slate of management director nominees standing for election at the Meeting, the Company will file on SEDAR at a supplement dated July 31, 2015 (the "Supplement") to the Management Information Circular and Proxy Statement of the Company dated July 7, 2015 (the "Information Circular"). The Supplement will also be available on the Company's website at In addition to SEDAR, the information will also available at

The Information Circular and the Supplement are filed in connection with the solicitation of proxies by and on behalf of the Company's management for use at the Meeting or at any adjournment(s) or postponement(s) thereof, and for the purposes set forth in the notice of annual general meeting accompanying the Information Circular.

SouthGobi Shareholders are advised to read the Supplement carefully and in its entirety, as it contains information regarding each nominee in the New Slate.

Appointment and Revocation of Proxies

SouthGobi Shareholders are advised to no longer use the form of proxy (the "Orange Proxy" - English and the "Green Proxy" - Chinese) that was delivered with the Information Circular. A new form of proxy (the "Red Proxy" - English and the "Tan Proxy" - Chinese) is available as described below.

SouthGobi Shareholders which have deposited a Green or Orange form of proxy may revoke it:

  1. by depositing an instrument in writing executed by the SouthGobi Shareholder or by the SouthGobi Shareholder's attorney authorized in writing:
    1. at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof at which the proxy is to be used; or
    2. with the Chair of the Meeting on the day of the Meeting or any adjournment thereof;


  1. if the shareholder has given the proxy by Internet, at any time not later than 24 hours before the Meeting (excluding Saturdays, Sundays and statutory holidays) or an adjournment thereof at which the Form of Proxy is to be used, by accessing the Internet voting website at and following the instructions to change or revoke a proxy.

SouthGobi Shareholders that wish to withdraw and deliver a new completed proxy may do so by withdrawing (as described above) and depositing a Red Proxy" (English) or a Tan Proxy (Chinese) making the appointment, signed by the SouthGobi Shareholder or by an attorney of the SouthGobi Shareholder authorized in writing, with CST Trust Company (the "Transfer Agent"):

  1. by facsimile to 1-416-368-2502 or 1-866-781-3111;
  2. by mail to P.O. Box 721, Agincourt, Ontario, M1S 0A1 Attn: Proxy Department;
  3. by hand to The Oceanic Plaza, Suite 1600 - 1066 Hastings Street, Vancouver, British Columbia, V6E 3X1 or 320 Bay Street, Banking Hall Level, Toronto, Ontario, M5H 4A6;
  4. by Internet voting as described above; or
  5. by email to: (for proxy appointments in English) or (for proxy appointments in French),

and in each case the form of proxy must be received by the Transfer Agent up to the time of commencement of the Meeting.

Unless revoked or instructed otherwise, an Orange or a Green form of proxy that appoints any of the named Company nominees as the nominee in the respective form of proxy will be voted for the New Slate.

Supplement and Form of Proxy

SouthGobi Shareholders are advised that the Supplement and form of proxy which will permit SouthGobi Shareholders to vote on the election of the New Slate as directors will be available on SEDAR at, on the HKEx platform at, on the Company's website at, and will be made available at the Meeting.

About SouthGobi

SouthGobi, listed on the Toronto and Hong Kong stock exchanges, is focused on exploration and development of its metallurgical and thermal coal deposits in Mongolia's South Gobi Region. It has a 100% shareholding in SouthGobi Sands LLC, a Mongolian registered company that holds the mining and exploration licences in Mongolia and operates the flagship Ovoot Tolgoi coal mine. Ovoot Tolgoi produces and sells coal to customers in China.


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" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the dates the statements are made, and 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 factors include any other statements that are not historical facts. 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 forward-looking statements.


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