SouthGobi Resources Ltd (SGQ)

SouthGobi Announces Voting Results of Annual General Meeting of ShareholdersJune 26, 2026 8:05 AM
ACCESS NewswireHONG KONG, HK / ACCESS Newswire / June 26, 2026 / SouthGobi Resources Ltd. (TSX-V:SGQ)(HK:1878) ("SouthGobi" or the "Company") Reference is made to the Management Proxy Circular of the Company dated May 14, 2026 (Vancouver time) (the "Circular"). Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Circular.The Company is pleased to announce that the Annual General Meeting of the shareholders of the Company was held on Thursday, June 25, 2026 at 6:00 p.m. (Vancouver time), which is Friday, June 26, 2026 at 9:00 a.m. (Hong Kong time) (the "Meeting") at Dentons Canada LLP, 20th floor - 250 Howe Street, Vancouver, British Columbia, Canada.VOTING RESULTS OF THE MEETINGIn respect to the Meeting, the following sets forth a brief description of each matter which was voted upon at the Meeting and the outcome of the vote:ORDINARY RESOLUTIONFORWITHHELD(note (a))1.Appointment of AuditorsTo appoint BDO Limited, Certified Public Accountants(Practicing), Hong Kong, as auditors of the Company for the ensuing year at a remuneration to be fixed by the board of directors.136,796,616(100.00%)0(0.00%)ORDINARY RESOLUTIONFORAGAINST2.Number of DirectorsTo consider, and if thought advisable, to pass an ordinary resolution fixing the number of directors of the Company ("Directors") to be elected at the Meeting at eight, as described in the accompanying Circular.136,796,016(100.00%)600(0.00%)ORDINARY RESOLUTIONFORWITHHELD
(note (a))3.Election of DirectorTo consider, and if thought advisable, to pass an ordinary resolution to elect Ms. Jin Lan Quan, who has been serving as an independent non-executive Director for more than nine years, as director for the ensuing year.136,195,541(99.56%)601,075(0.44%)ORDINARY RESOLUTIONFORWITHHELD
(note (a))4.Election of DirectorTo consider, and if thought advisable, to pass an ordinary resolution to elect Ian He, who has been serving as an independent non-executive Director for more than nine years, as director for the ensuing year.136,195,541(99.56%)601,075(0.44%)ORDINARY RESOLUTIONFORWITHHELD
(note (a))5.Election of DirectorsThe Director nominees proposed by management of the Company are:Ruibin Xu136,796,015(99.56%)601(0.00%)Chonglin Zhu136,197,140(99.56%)599,476(0.44%)Chen Shen136,196,540(99.56%)600,076(0.44%)Zhu Gao136,796,615(100.00%)1(0.00%)Zaixiang Wen136,796,015(100.00%)601(0.00%)Yingbin Ian He136,196,541(99.56%)600,075(0.44%)Jin Lan Quan136,196,541(99.56%)600,075(0.44%)Fan Keung Vic Choi136,796,615(100.00%)1(0.00%)Notes:Please refer to the announcement of the Company dated April 3, 2023 (Vancouver time) and the paragraphs headed "Majority Voting Policy for Directors" and "Majority Voting Policy for Auditors" under the Circular for details of the waiver from Hong Kong Listing Rules granted by HKEX on two-way voting and the relevant majority voting policy adopted by the Company.As more than 50% of votes were cast in favor of resolutions #1, #2, #3, #4 and #5 above, all such resolutions duly passed as ordinary resolutions at the Meeting.As at the Record Date of the Meeting, the total number of issued shares of the Company was 296,934,666 Common Shares, being the total number of shares entitling the holders to attend and vote on the resolutions proposed at the Meeting. There were no repurchased shares pending cancellation or treasury shares held by the Company. The full text of the aforesaid resolutions was set out in the Circular.Save as disclosed in note (a) above, there were (i) no Common Shares entitling the holders to attend and abstain from voting in favor of any resolution at the Meeting as set out in Rule 13.40 of the Hong Kong Listing Rules at the Meeting; and (ii) no Shareholder was required under the Hong Kong Listing Rules to abstain from voting on the resolutions at the Meeting and these were no restrictions on any Shareholder casting vote on the resolutions proposed at the Meeting.None of the Shareholders have stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions proposed at the Meeting.The Company's share registrar, TSX Trust Company, acted as the scrutineer for the vote-taking at the Meeting.Of the Company's Directors, Mses. Chonglin Zhu, Jin Lan Quan, Messrs. Ruibin Xu, Chen Shen, Zaixiang Wen, Yingbin Ian He, and Fan Keung Vic Choi attended the Meeting through the telecommunication facilities. Mr. Zhu Gao, a Non-Executive Director, was absent due to his other business commitments.There was no further item brought before the Meeting and no amendment or variation were proposed at the Meeting.By order of the BoardSouthGobi Resources Ltd.Yingbin Ian He
Lead DirectorHong Kong: June 26, 2026As at the date of this announcement, the executive directors of the Company are Mr. Ruibin Xu, Ms.Chonglin Zhu and Mr. Chen Shen; the independent non-executive directors of the Company are Mr.Yingbin Ian He, Ms. Jin Lan Quan and Mr. Fan Keung Vic Choi; and the non-executive directors of the Company are Mr. Zhu Gao and Mr. Zaixiang Wen.About SouthGobiSouthGobi, listed on the Hong Kong Stock Exchange and the TSX Venture Exchange, owns and operates its flagship Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licences of its other metallurgical and thermal coal deposits in South Gobi region of Mongolia. SouthGobi produces and sells coal to customers in China.Contact:Investor Relations
Email: info@southgobi.comMr. Ruibin Xu
Chief Executive Officer
Office: +852 2156 1438 (Hong Kong)
Website: www.southgobi.comNeither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.SOURCE: SouthGobi Resources Ltd.View the original press release on ACCESS NewswireOriginal: SouthGobi Announces Voting Results of Annual General Meeting of Shareholders

SouthGobi Announces Date of Special Meeting and The Record DateJune 12, 2026 6:05 AM
ACCESS NewswireHONG KONG, HK / ACCESS Newswire / June 12, 2026 / SouthGobi Resources Ltd. (TSX-V:SGQ)(HK:1878) ("SouthGobi" or the "Company") announces that the extraordinary general meeting of the Company (the "Special Meeting") will convene on Thursday, August 27, 2026, in Vancouver, British Columbia, Canada (i.e., Friday, August 28, 2026, in Hong Kong). The record date for the determination of the shareholders of the Company (the "Shareholders") who are entitled to receive the notice of, and to attend and vote at, the Special Meeting or any postponement(s) or adjournment(s) thereof, will be on Wednesday, July 8, 2026, Vancouver and Hong Kong (the "Record Date"). Shareholders whose names appear on the register of members of the Company at the close of business on the Record Date will be entitled to attend the Special Meeting and cast votes if his or her shares carry voting rights.In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited with TSX Trust Company or Computershare Hong Kong Investor Services Limited, as soon as possible and in any event received by no later than 6:00p.m. (Vancouver time) on Tuesday, August 25, 2026 (which is 9:00 a.m. on Wednesday, August 26, 2026, Hong Kong time), or 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Vancouver, British Columbia, Canada and public holidays in Hong Kong, China) before the Special Meeting or any postponement(s) or adjournment(s) thereof.A notice of the Special Meeting which contains, amongst other things, the time, venue and the detailed agenda of the Special Meeting, along with a management circular concerning certain matters to be considered at the Special Meeting, will be dispatched to Shareholders in due course and filed under the Company's profile on SEDAR+ at www.sedarplus.ca.By order of the BoardSouthGobi Resources Ltd.Yingbin Ian He
Lead DirectorHong Kong: June 12, 2026As at the date of this announcement, the executive directors of the Company are Mr. Ruibin Xu, Ms.Chonglin Zhu and Mr. Chen Shen; the independent non-executive directors of the Company are Mr.Yingbin Ian He, Ms. Jin Lan Quan and Mr. Fan Keung Vic Choi; and the non-executive directors of the Company are Mr. Zhu Gao and Mr. Zaixiang Wen.About SouthGobiSouthGobi, listed on the Hong Kong Stock Exchange and the TSX Venture Exchange, owns and operates its flagship Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licences of its other metallurgical and thermal coal deposits in South Gobi region of Mongolia. SouthGobi produces and sells coal to customers in China.Contact:Investor Relations
Email: info@southgobi.comMr. Ruibin Xu
Chief Executive Officer
Office: +852 2156 1438 (Hong Kong)
Website: www.southgobi.comNeither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.SOURCE: SouthGobi Resources Ltd.View the original press release on ACCESS NewswireOriginal: SouthGobi Announces Date of Special Meeting and The Record Date

SouthGobi Announces Update on Upcoming Annual and Special Meeting Of ShareholdersMay 15, 2026 6:10 AM
ACCESS NewswireHONG KONG, HK / ACCESS Newswire / May 15, 2026 / SouthGobi Resources Ltd. (TSX-V:SGQ)(HK:1878) ("SouthGobi" or the "Company") announces an update on its upcoming annual and special meeting of shareholders which is scheduled to be convened on Thursday, June 25, 2026, in Vancouver, British Columbia, Canada (i.e. Friday, June 26, 2026 in Hong Kong) (the "Annual and Special Meeting").Reference is made to the announcements of the Company dated November 11, 2022, March 26, 2023, August 30, 2023, October 13, 2023, November 17, 2023, January 19, 2024, March 19, 2024, April 30, 2024, March 20, 2025, March 23, 2026 and April 10, 2026 (collectively, the "Announcements"). Unless otherwise specified, terms used in this announcement shall have the same meanings as defined in the Announcements.As a result of the Company requiring additional time to finalize the management information circular and related materials for the Annual and Special Meeting with respect to the disclosure relating to the March 2026 Deferral Agreement, the Company will no longer be seeking Independent Shareholders approval for the March 2026 Deferral Agreement at the Annual and Special Meeting as previously announced. Instead, the Company will be seeking approval of the March 2026 Deferral Agreement from Independent Shareholders at a special meeting of shareholders (the "Special Meeting") to be held on or before August 29, 2026. The Company will propose resolutions for the Independent Shareholders to consider and, if thought fit, approve the March 2026 Deferral Agreement and the transactions contemplated thereunder.The management information circular containing, among other things, (i) details of the March 2026 Deferral Agreement; (ii) a letter from the Independent Board Committee to the Independent Shareholders; (iii) the recommendations from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (iv) the notice of the Special Meeting, will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca and despatched to shareholders of the Company in accordance with applicable securities laws on or before August 29, 2026.The Annual General Meeting will be held as scheduled on Thursday, June 25, 2026, in Vancouver, British Columbia, Canada (i.e., Friday, June 26, 2026, in Hong Kong), and the Record Date for determining the eligibility of the shareholders of the Company to attend the Annual General Meeting has remained unchanged.If there is any inconsistency or discrepancy between the English and Chinese version, the English version shall prevail.By order of the BoardSouthGobi Resources Ltd.Yingbin Ian He
Lead DirectorHong Kong: May 15, 2026As at the date of this announcement, the executive directors of the Company are Mr. Ruibin Xu, Ms. Chonglin Zhu and Mr. Chen Shen; the independent non-executive directors of the Company are Mr. Yingbin Ian He, Ms. Jin Lan Quan and Mr. Fan Keung Vic Choi; and the non-executive directors of the Company are Mr. Zhu Gao and Mr. Zaixiang Wen.About SouthGobiSouthGobi, listed on the Hong Kong Stock Exchange and the TSX Venture Exchange, owns and operates its flagship Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licences of its other metallurgical and thermal coal deposits in South Gobi region of Mongolia. SouthGobi produces and sells coal to customers in China.Contact:Investor RelationsEmail: info@southgobi.comMr. Ruibin Xu
Chief Executive Officer
Office: +852 2156 1438 (Hong Kong)
Website: www.southgobi.comNeither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.SOURCE: SouthGobi Resources Ltd.View the original press release on ACCESS NewswireOriginal: SouthGobi Announces Update on Upcoming Annual and Special Meeting Of Shareholders

SouthGobi Announces First Quarter 2026 Financial and Operating ResultsMay 14, 2026 6:00 AM
ACCESS NewswireHONG KONG, HK / ACCESS Newswire / May 14, 2026 / SouthGobi Resources Ltd. (Hong Kong Stock Exchange ("HKEX"):1878, TSX Venture Exchange ("TSX-V"):SGQ) (the "Company" or "SouthGobi") today announces its financial and operating results for the three months ended March 31, 2026. All figures are in U.S. dollars ("USD") unless otherwise stated.Significant Events and HighlightsThe Company's significant events and highlights for the three months ended March 31, 2026 and the subsequent period to May 14, 2026 are as follows:Operating Results - The Company continues to expand the scale of mining operations in 2026, as well as implementing various coal processing methods, including screening, wet washing and dry coal processing, which have resulted in improved coal quality and enhanced production volume and growth of coal export volume into China. In addition, the Company also continues to expand the categories of coal products in its portfolio, including mixed coal, wet washed coal and dry processed coal, which further increases the Company's coal export volume.The Company recorded sales volume of 3.1 million tonnes for the first quarter of 2026 compared to 2.1 million tonnes for the first quarter of 2025, while the Company recorded an average realised selling price of $54.4 per tonne for the first quarter of 2026 compared to $59.5 per tonne for the first quarter of 2025. The decrease in the average realised selling price was primarily attributable to prevailing market uncertainty and cautious buyer sentiment in the Chinese coal market. As a result, the Company adjusted its sales strategy and selling price to maintain its sales volume.Financial Results - The Company recorded a $4.6 million profit from operations for the first quarter of 2026 compared to a $15.7 million loss from operations for the first quarter of 2025. The financial results were impacted by the increased sales volume, as well as improved cost control on the coal production process during this period.Notice from Mongolian Government Plenipotentiary and designation of Company's mining deposits as mineral deposits of strategic importance - On April 2, 2025, Southgobi Sands LLC ("SGS") received a letter from a plenipotentiary representative of the Mongolian government (the "Letter") which invited SGS to participate in negotiations in relation to determining the Mongolian state's ownership interest in SGS, being the legal entity which holds the Company's coal mining and exploration licenses in Mongolia.The Letter states that, in furtherance of Mongolia's National Wealth Fund Law which was passed in April 2024, the Mongolian government resolved on February 5, 2025 to appoint a plenipotentiary representative (the "Plenipotentiary Representative of the Mongolian Government") to negotiate with legal persons holding a mining license for a deposit designated by the Mongolian government as a strategically important deposit ("Mineral Deposits of Strategic Importance") in relation to determining the proportionate interest the Mongolian state has in such legal entity or whether to replace the Mongolian state's interest with a royalty interest.The Company has been advised by its Mongolian legal counsel that, the Government of Mongolia is empowered to participate on an equity ownership basis with the license holder in the exploitation and/or mining of each Mineral Deposit of Strategic Importance on terms to be negotiated between the Government of Mongolia and such license holder. Based solely on the knowledge of the Company's Mongolian legal counsel, the Company is aware that various other license holders of Mineral Deposits of Strategic Importance have entered into similar negotiations with the Plenipotentiary Representative of the Mongolian Government. The Company also understands that any legal person holding a special licence for a Mineral Deposit of Strategic Importance shall not, individually or jointly with other entities having a common interest, hold more than 34% of the total issued and outstanding shares of such legal person. However, there is uncertainty as to how these regulations will be interpreted and applied to a publicly-listed company which is the beneficial owner of a Mineral Deposit of Strategic Importance. The Company's Mongolian legal counsel has advised that, while there is no clarity as to how the aforementioned ownership restriction will be interpreted and applied in practice to a publicly-listed company, they are of the view that the ownership restriction is likely to be determined with reference to the beneficial shareholders of the publicly-listed company. In the event that the aforementioned ownership restriction is not complied with, the Government of Mongolia shall have the right to appoint a Plenipotentiary Representative to take charge of managing such legal person to ensure legal compliance.On April 24, 2025, SGS initiated preliminary discussions with the Plenipotentiary Representative of the Mongolian Government. The Company anticipates that the discussion between SGS and the Plenipotentiary Representative of the Mongolian Government will continue and both parties will endeavour to engage in good faith for the purpose of arriving at a mutual and constructive understanding and agreement. The Company intends to fully cooperate with the Mongolian government and provide all necessary information to the extent permitted by applicable law.As at the date of this press release, the deposits covered by four of the Company's Mongolian mining licenses have been designated as Mineral Deposits of Strategic Importance by Mongolian government authorities. The relevant mining licenses relate to the Company's Ovoot Tolgoi open pit coal mine ("Ovoot Tolgoi Mine") and the Soumber Deposit.Additional Tax and Tax Penalty Imposed by the Mongolian Tax Authority ("MTA") - On July 18, 2023, SGS received an official notice (the "Notice") issued by the MTA stating that the MTA had completed a periodic tax audit (the "Audit") on the financial information of SGS for the tax assessment years between 2017 and 2020, including transfer pricing, royalty, air-pollution fee and unpaid tax payables. As a result of the Audit, the MTA notified SGS that it was imposing a tax penalty against SGS in the amount of approximately $75.0 million. Subsequently, the Company filed an appeal letter in relation to the Audit with the MTA on August 17, 2023.On February 8, 2024, SGS received notice from the Tax Dispute Resolution Council ("TDRC") which stated that, following the TDRC's review, the TDRC ordered that the audit assessments set forth in the Notice be returned to the MTA for review and re-assessment.On February 22, 2024, SGS received another notice from the MTA stating that the MTA anticipated commencing the re-assessment process on or about March 7, 2024.On May 15, 2024, SGS received a notice (the "Revised Notice") from the MTA regarding the re-assessment result on the Audit (the "Re-assessment Result"), which amounted to a tax penalty of approximately $80.0 million.On June 12, 2024, following consultation with its independent tax consultant in Mongolia, SGS submitted an appeal letter to the TDRC regarding the Re-assessment Result.On January 10, 2025, SGS received a resolution dated December 19, 2024 (the "Resolution") from the TDRC in response to the appeal letter sent by SGS to the TDRC on June 12, 2024. As set forth in the Resolution, the TDRC reduced the re-assessment result from approximately $80.0 million to approximately $26.5 million (the "Revised Re-assessment Result"). The Company decided not to pursue a further appeal of the Revised Re-assessment Result.On March 19, 2025, SGS received correspondence from the Administrative Court of First Instance requesting supplemental information regarding a court proceeding initiated by certain officers of the MTA (the "MTA Officials") against the TDRC. SGS obtained a copy of an order dated March 7, 2025 issued by the Administrative Court of First Instance in Ulaanbaatar, Mongolia (the "Administrative Court of First Instance") regarding commencement of court proceedings brought by the MTA Officials. The MTA Officials petitioned the court to overturn the Revised Re-assessment Result (the "Proposed Case").On April 25, 2025, SGS obtained a copy of an order dated April 15, 2025 (the "Latest Court Order") issued by the Administrative Court of First Instance dismissing the Proposed Case. The Company understood that the MTA Officials subsequently filed an appeal.On June 9, 2025, SGS obtained a copy of a judgement dated May 27, 2025 (the "Appellate Court Judgement") issued by the Appellate Court for Administrative in Ulaanbaatar, Mongolia (the "Appellate Court"), pursuant to which the Appellate Court upheld the Latest Court Order. As a result, the Proposed Case was dismissed and rejected. According to applicable Mongolian law, the Appellate Court Judgement is not subject to further appeal.In the prior year, the Company recorded an additional tax and tax penalty in the amount of $45.5 million, which consist of a tax penalty payable of $26.5 million and a provision for additional late tax penalty of $19.0 million. As a result of the Revised Re-assessment Result, the Company recorded a reversal of additional tax and tax penalty of $48.5 million in 2024. As of the date hereof, the Company has fully settled the aforementioned tax penalty in February 2026. The provision for additional late tax penalty of $18.5 million refers to potential penalty chargeable by the MTA for future tax audit periods. It is an estimated amount which will be adjusted when the tax audit is finalised.2026 March Deferral Agreement - On March 23, 2026, the Company and JDZF entered into an agreement (the "2026 March Deferral Agreement") pursuant to which JDZF agreed to grant the Company a deferral of (i) the cash and payment-in-kind interest ("PIK Interest"), management fees, and related deferral fees in the aggregate amount of approximately $140.5 million which will be due and payable to JDZF on or before August 31, 2026 pursuant to the deferral agreement dated March 20, 2025; (ii) semi-annual cash interest payment of approximately $7.9 million payable to JDZF on May 19, 2026 under the Convertible Debenture; (iii) semi-annual cash interest payments of approximately $8.1 million payable to JDZF on November 19, 2026 and the $4.0 million in PIK Interest payable to JDZF on November 19, 2026 under the Convertible Debenture; and (iv) management fees in the aggregate amount of approximately $7.6 million payable to JDZF on May 16, 2026, August 15, 2026, November 15, 2026 and February 15, 2027, respectively, under the Amended and Restated Cooperation Agreement (collectively, the "2026 March Deferred Amounts").The effectiveness of the 2026 March Deferral Agreement and the respective covenants, agreements and obligations of each party under the 2026 March Deferral Agreement are subject to the Company obtaining the requisite approval of the 2026 March Deferral Agreement from shareholders in accordance with the requirements of applicable Canadian securities laws and Rule 14.33 and Rule 14A.36 of the rules governing the listing of securities on the Stock Exchange of Hong Kong (the "Listing Rules"). The Company will be seeking approval of the 2026 March Deferral Agreement from disinterested shareholders at the Company's upcoming special meeting of shareholders, which will be held at a future date to be set by the board of directors of the Company (the "Board").The principal terms of the 2026 March Deferral Agreement are as follows:Payment of the 2026 March Deferred Amounts will be deferred until August 31, 2027 (the "2026 March Deferral Agreement Deferral Date").As consideration for the deferral of the 2026 March Deferred Amounts which relate to the payment obligations arising from the Convertible Debenture, the Company agreed to pay JDZF a deferral fee equal to 6.4% per annum on the outstanding balance of such 2026 March Deferred Amounts, commencing on the date on which each such 2026 March Deferred Amounts would otherwise have been due and payable under the Convertible Debenture.As consideration for the deferral of the 2026 March Deferred Amounts which relate to payment obligations arising from the Amended and Restated Cooperation Agreement, the Company agreed to pay JDZF a deferral fee equal to 1.5% per annum on the outstanding balance of such 2026 March Deferred Amounts commencing on the date on which each such 2026 March Deferred Amounts would otherwise have been due and payable under the Amended and Restated Cooperation Agreement.The 2026 March Deferral Agreement does not contemplate a fixed repayment schedule for the 2026 March Deferred Amounts or related deferral fees. Instead, the 2026 March Deferral Agreement requires the Company to use its best efforts to pay the 2026 March Deferred Amounts and related deferral fees due and payable under the 2026 March Deferral Agreement to JDZF. During the period beginning as of the effective date of the 2026 March Deferral Agreement and ending as of the 2026 March Deferral Agreement Deferral Date, the Company will provide JDZF with monthly updates of its financial status and business operations, and the Company and JDZF will on a monthly basis discuss and assess in good faith the amount (if any) of the 2026 March Deferred Amounts and related deferral fees that the Company may be able to repay to JDZF, having regard to the working capital requirements of the Company's operations and business at such time and with the view of ensuring that the Company's operations and business would not be materially prejudiced as a result of any repayment.If at any time before the 2026 March Deferred Amounts and related deferral fees are fully repaid, the Company proposes to appoint, replace or terminate one or more of its chief executive officer, its chief financial officer or any other senior executive(s) in charge of its principal business function or its principal subsidiary, the Company will first consult with, and obtain written consent (such consent shall not be unreasonably withheld) from JDZF prior to effecting such appointment, replacement or termination.Build- Transfer Agreement - On April 22, 2026, the Company's wholly-owned Mongolian subsidiary, SGS, entered into a Build-Transfer agreement (the "BT Agreement") with Tangshan Shenzhou Manufacturing Group Co., Ltd ("Tangshan"), pursuant to which Tangshan will be responsible for the construction of a new dry coal separation system (the "Dry Coal Separation System") at the Company's Ovoot Tolgoi Mine in Mongolia, which will be a stand-alone plant separate from the Company's existing dry processing plants. Tangshan will also be responsible for the construction of all related facilities for the Dry Coal Separation System. Tangshan shall transfer the ownership and relevant intellectual property rights of the Dry Coal Separation System and the related facilities to SGS upon the satisfaction of the conditions for transfer under the BT Agreement. Under the BT Agreement, SGS has the right to supervise and inspect Tangshan's construction progress and safety management.The total consideration payable by the Company over the term of the BT Agreement is approximately $7.8 million. Subject to the terms as set out therein, the BT Agreement is effective from April 22, 2026 until the consideration has been fully paid by SGS, which is expected to take place on or around April 22, 2031.Going Concern - Several adverse conditions and material uncertainties relating to the Company cast significant doubt upon the going concern assumption which includes the deficiencies in assets and working capital.See section "Liquidity and Capital Resources" of this press release for details.OVERVIEW OF OPERATIONAL DATA AND FINANCIAL RESULTSSummary of Operational Data A Non-International Financial Reporting Standards ("non-IFRS") financial measure. Refer to "Non-IFRS Financial Measures" section. Cash costs of product sold exclude idled mine asset cash costs.Per 200,000 man hours and calculated based on a rolling 12 month average.Overview of Operational DataThe Company recorded an average realised selling price of $54.4 per tonne for the first quarter of 2026 compared to $59.5 per tonne for the first quarter of 2025. The decrease was primarily attributable to prevailing market uncertainty and cautious buyer sentiment in the Chinese coal market. As a result, the Company adjusted its sales strategy and selling price to maintain its sales volume. The product mix for the first quarter of 2026 consisted of approximately 39% of premium semi-soft coking coal, 35% of standard semi-soft coking coal, 20% of premium thermal coal, and 6% of coal by-products compared to approximately 6% of premium semi-soft coking coal, 56% of standard semi-soft coking coal, 31% of premium thermal coal, 6% of standard thermal coal and 1% of coal by-products for the first quarter of 2025.The Company's unit cost of sales of product sold was $51.5 per tonne for the first quarter of 2026 compared to $64.9 per tonne for the first quarter of 2025. The decrease was due to economies of scale and improved cost control on the coal production process during this period.The Company ended the first quarter of both 2026 and 2025 without any lost time injury.Summary of Financial Results Revenue and cost of sales related to the Company's Ovoot Tolgoi Mine within the Coal Division operating segment. Refer to note 3 of the condensed consolidated interim financial statements for further analysis regarding the Company's reportable operating segments.A non-IFRS financial measure, idled mine asset costs represents the depreciation expense relates to the Company's idled plant and equipment.Overview of Financial ResultsThe Company recorded a $4.6 million profit from operations for the first quarter of 2026 compared to a $15.7 million loss from operations for the first quarter of 2025. The increase was mainly due to the increased sales volume, as well as improved cost control on coal production process during this period.Revenue was $169.4 million for the first quarter of 2026 compared to $122.9 million for the first quarter of 2025. The financial results were impacted by increased sales volume year-over-year, as a result of an expansion of the Company's sales network, diversification of its customer base and expansion of the categories of coal products in its portfolio.Cost of sales was $160.1 million for the first quarter of 2026 compared to $133.7 million for the first quarter of 2025. The increase in cost of sales was mainly due to increased sales volume year-over-year, the Company expanding into certain categories of processed coal with higher production costs and the increase of sales to further destinations with higher transportation costs.Cost of sales consists of operating expenses, share-based compensation expense, equipment depreciation, depletion of mineral properties, royalties and idled mine asset costs. Operating expenses in cost of sales reflect the total cash costs of product sold (a Non-IFRS financial measure, refer to "Non-IFRS Financial Measures" section of this press release for further analysis) during this quarter. Operating expenses in cost of sales were $130.5 million for the first quarter of 2026 compared to $114.7 million for the first quarter of 2025. The overall increase in operating expenses was due to increased sales volume year-over-year, the Company expanding into certain categories of processed coal with higher production costs and the increase of sales to further destinations with higher transportation costs.Cost of sales related to idled mine assets for the first quarter of 2026 included $0.6 million related to depreciation expenses for idled equipment (first quarter of 2025: $0.3 million).Other operating expenses was $1.5 million for the first quarter of 2026 compared to $1.6 million for the first quarter of 2025. Administration expenses were both $3.2 million for the first quarter of 2026 and the first quarter of 2025. The Company continued to minimise evaluation and exploration expenditures in the first quarter of 2026 in order to preserve the Company's financial resources. Evaluation and exploration activities and expenditures in the first quarter of 2026 were limited to ensuring that the Company met the Mongolian Minerals Law requirements in respect of its mining licenses.Finance costs were $10.5 million and $8.8 million for the first quarter of 2026 and 2025 respectively, which primarily consisted of interest expense on the $250.0 million Convertible Debenture.Summary of Quarterly Operational Data A non-IFRS financial measure. Refer to section "Non-IFRS Financial Measures". Cash costs of product sold exclude idled mine asset cash costs.Per 200,000 man hours and calculated based on a rolling 12 month average.Summary of Quarterly Financial ResultsThe Company's condensed consolidated interim financial statements are reported under the IFRS Accounting Standards issued by the International Accounting Standards Board ("IASB") ("IFRS Accounting Standards"). The following table provides highlights, extracted from the Company's annual and interim consolidated financial statements, of quarterly financial results for the past eight quarters. 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 interim financial statements for further analysis regarding the Company's reportable operating segments.A non-IFRS financial measure, idled mine asset costs represents the depreciation expense relates to the Company's idled plant and equipment. LIQUIDITY AND CAPITAL RESOURCESLiquidity and Capital ManagementThe 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 the Company's expansionary plans.Bank LoanOn October 7, 2025, SGS obtained a bank loan (the" 2025 Bank Loan") in a principal amount of up to RMB235 million (equivalent to approximately $33.1 million) from Khan Bank JSC (the "Bank") with the key commercial terms as follows:Maturity date set at 18 months from drawdown;Interest rate of 10% per annum on the outstanding principal and interest is calculated on a 365-day year basis;Loan repayments will consist of interest-only payments during the initial 12 months of the term, followed by principal amortisation payments during months 13 to 18 of the term;Certain items of property, plant and equipment with a carrying amount of $1.9 million, land-use rights and intangible assets were pledged as security for the 2025 Bank Loan; andThe Company intends to use the proceeds of the 2025 Bank Loan to support working capital, operating expenses, taxes and the settlement of accounts payable of SGS.Additional tax and tax penalty imposed by the MTAOn July 18, 2023, SGS received the Notice stating that the MTA had completed the Audit on the financial information of SGS for the tax assessment years between 2017 and 2020, including transfer pricing, royalty, air-pollution fee and unpaid tax payables. As a result of the Audit, the MTA notified SGS that it was imposing a tax penalty against SGS in the amount of approximately $75.0 million. Subsequently, the Company filed an appeal letter in relation to the Audit with the MTA on August 17, 2023.On February 8, 2024, SGS received notice from the TDRC which stated that, following the TDRC's review, the TDRC ordered that the audit assessments set forth in the Notice be returned to the MTA for review and re-assessment.On February 22, 2024, SGS received another notice from the MTA stating that the MTA anticipated commencing the re-assessment process on or about March 7, 2024.On May 15, 2024, SGS received the Revised Notice from the MTA regarding the Re-assessment Result, which amounted to a tax penalty of approximately $80.0 million.On June 12, 2024, following consultation with the independent tax consultant in Mongolia, SGS submitted an appeal letter to the TDRC regarding the Re-assessment Result.On January 10, 2025, SGS received the Resolution from the TDRC in response to the appeal letter sent by SGS to the TDRC on June 12, 2024. As set forth in the Resolution, the TDRC reduced the Re-assessment Result from approximately $80.0 million to approximately $26.5 million. The Company decided not to pursue a further appeal of the Revised Re-assessment Result.On March 19, 2025, SGS received correspondence from the Administrative Court of First Instance requesting supplemental information regarding a court proceeding initiated by the MTA Officials against the TDRC. SGS obtained a copy of an order dated March 7, 2025 issued by the Administrative Court of First Instance regarding commencement of court proceedings brought by the MTA Officials. The MTA Officials petitioned the court to overturn the Revised Re-assessment Result.On April 25, 2025, SGS obtained the Latest Court Order dismissing the Proposed Case. The Company understood that the MTA Officials subsequently filed an appeal.On June 9, 2025, SGS obtained the Appellate Court Judgement issued by the Appellate Court, pursuant to which the Appellate Court upheld the Latest Court Order. As a result, the Proposed Case was dismissed and rejected. According to applicable Mongolian law, the Appellate Court Judgement is not subject to further appeal.In the prior year, the Company recorded an additional tax and tax penalty in the amount of $45.5 million, which consists of a tax penalty payable of $26.5 million and a provision for additional late tax penalty of $19.0 million. As a result of the Revised Re-assessment Result, the Company recorded a reversal of additional tax and tax penalty of $48.5 million in 2024. To date, the Company has fully settled the aforementioned tax penalty in February 2026. The provision for additional late tax penalty of $18.5 million refers to potential penalty chargeable by the MTA for future tax audit periods. It is an estimated amount which will be adjusted when the tax audit is finalised.Going concern considerationsThe Company's condensed consolidated interim financial statements have been prepared on a going concern basis which assumes that the Company will continue to operate until at least March 31, 2027 and will be able to realise 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 sufficient liquidity.Several adverse conditions and material uncertainties cast significant doubt upon the Company's ability to continue as a going concern and the going concern assumption used in the preparation of the Company's condensed consolidated interim financial statements. The Company had a deficiency in assets of $236.7 million as at March 31, 2026 as compared to a deficiency in assets of $227.2 million as at December 31, 2025 while the working capital deficiency (excess current liabilities over current assets) reached $353.0 million as at March 31, 2026 as compared to a working capital deficiency of $337.0 million as at December 31, 2025.Included in the working capital deficiency as at March 31, 2026 are significant obligations, represented by trade and other payables of $206.9 million, provision for additional late tax penalty of $18.5 million and interest-bearing borrowing of $28.3 million.The Company may not be able to settle all trade and other payables on a timely basis, and as a result any continuing postponement in settling of certain trade and other payables owed to suppliers and creditors may result in potential lawsuits and/or bankruptcy proceedings being filed against the Company. Except as disclosed elsewhere in this press release, no such lawsuits or proceedings were pending as at May 14, 2026. However, there can be no assurance that no such lawsuits or proceedings will be filed by the Company's creditors in the future and the Company's suppliers and contractors will continue to supply and provide services to the Company uninterrupted.In addition, the recent global geopolitical events, particularly the escalation of tensions involving Iran and the US, have increased energy prices and demand for coal as a substitute for natural gas. As such, international coal prices have increased, at least in the short term. However, management notes that coal price trends remain subject to uncertainties related to the conflicts and broader geopolitical developments. Should the conflict ease or cease, the price momentum driven by supply risk premiums and energy substitution may weaken or even reverse, thereby exposing coal prices to considerable downside uncertainty. Such volatility may affect the Company's operations, including the selling price of its coal product and its production costs.There are significant uncertainties as to the outcomes of the above events or conditions that may cast significant doubt on the Company's ability to continue as a going concern and, therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. Should the use of the going concern basis in preparation of the condensed consolidated interim financial statements be determined to be inappropriate, adjustments would be required to: (a) write down the carrying amounts of the Company's assets to their realisable values; and (b) to provide for any further liabilities which might arise, and to reclassify non-current assets and non-current liabilities as current assets and current liabilities, respectively. The effects of these adjustments have not been reflected in the condensed consolidated interim financial statements. If the Company is unable to continue as a going concern, it may be forced to seek relief under applicable bankruptcy and insolvency legislation.For the purpose of assessing the appropriateness of the use of the going concern basis to prepare the condensed consolidated interim financial statements, the management of the Company has prepared a cash flow projection covering a period of 12 months from March 31, 2026. The cash flow projection has considered the anticipated cash flows to be generated from the Company's business during the period under projection including cost saving measures. In particular, the Company has taken into account the following measures for improvement of the Company's liquidity and financial position, which include: (a) entering into the 2026 March Deferral Agreement on March 23, 2026 for a deferral of the 2026 March Deferred Amounts; (b) communicating with vendors in agreeing repayment plans of the outstanding payable; (c) considering geopolitical tensions, specifically the Iran-US conflict, which is expected to create a favourable pricing environment during the forecast period; and (d) obtaining financial support from an affiliate of the Company's major shareholder. With respect to these plans and measures, there is no guarantee that the suppliers will agree to the settlement plan as proposed by the Company. Nevertheless, after considering the above, the directors of the Company believe that there will be sufficient financial resources to continue its operations and to meet its financial obligations as and when they come due during the 12 months following March 31, 2026 and are therefore satisfied that the condensed consolidated interim financial statements may be prepared on a going concern basis.Significant uncertainties exist regarding the Company's management's ability to achieve its plans as described above. The continued operation of the Company as a going concern depends on a key factor: the fluctuations in international coal prices, which are subject to the developments in geopolitical tensions, and the financial ability of an affiliate of the Company's major shareholder to provide financial support to the Company in a timely manner.The outcome of this factor will have a significant impact on the Company's ability to continue operating as a going concern. It is crucial to closely monitor and address these uncertainties to ensure the Company's stability and long-term viability.Factors that impact the Company's liquidity are being closely monitored and include, but are not limited to, restrictions on the Company's ability to import its coal products for sale in China, 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, 2026, the Company was not subject to any externally imposed capital requirements.Convertible DebentureIn November 2009, the Company entered into a financing agreement with China Investment Corporation 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 Common Shares) with a maximum term of 30 years. The Convertible Debenture is secured by a first ranking charge over the Company's assets, including shares of its material subsidiaries. The financing was used primarily to support the accelerated investment program in Mongolia and for working capital, repayment of debts, 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 Convertible Debenture into approximately 21.5 million shares at a conversion price of $11.64 (CA$11.88).Deferral AgreementsOn March 23, 2026, the Company and JDZF entered into the 2026 March Deferral Agreement pursuant to which JDZF agreed to grant the Company a deferral of the 2026 March Deferred Amounts.The effectiveness of the 2026 March Deferral Agreement and the respective covenants, agreements and obligations of each party under the 2026 March Deferral Agreement are subject to the Company obtaining the requisite approval of the 2026 March Deferral Agreement from shareholders in accordance with the requirements of applicable Canadian securities laws and Rule 14.33 and Rule 14A.36 of the Listing Rules. The Company will be seeking approval of the 2026 March Deferral Agreement from disinterested shareholders at the Company's upcoming special meeting of shareholders, which will be held at a future date to be set by the Board.The principal terms of the 2026 March Deferral Agreement are as follows:Payment of the 2026 March Deferred Amounts will be deferred until the 2026 March Deferral Agreement Deferral Date.As consideration for the deferral of the 2026 March Deferred Amounts which relate to the payment obligations arising from the Convertible Debenture, the Company agreed to pay JDZF a deferral fee equal to 6.4% per annum on the outstanding balance of such 2026 March Deferred Amounts, commencing on the date on which each such 2026 March Deferred Amounts would otherwise have been due and payable under the Convertible Debenture.As consideration for the deferral of the 2026 March Deferred Amounts which relate to payment obligations arising from the Amended and Restated Cooperation Agreement, the Company agreed to pay JDZF a deferral fee equal to 1.5% per annum on the outstanding balance of such 2026 March Deferred Amounts commencing on the date on which each such 2026 March Deferred Amounts would otherwise have been due and payable under the Amended and Restated Cooperation Agreement.The 2026 March Deferral Agreement does not contemplate a fixed repayment schedule for the 2026 March Deferred Amounts or related deferral fees. Instead, the 2026 March Deferral Agreement requires the Company to use its best efforts to pay the 2026 March Deferred Amounts and related deferral fees due and payable under the 2026 March Deferral Agreement to JDZF. During the period beginning as of the effective date of the 2026 March Deferral Agreement and ending as of the 2026 March Deferral Agreement Deferral Date, the Company will provide JDZF with monthly updates of its financial status and business operations, and the Company and JDZF will on a monthly basis discuss and assess in good faith the amount (if any) of the 2026 March Deferred Amounts and related deferral fees that the Company may be able to repay to JDZF, having regard to the working capital requirements of the Company's operations and business at such time and with the view of ensuring that the Company's operations and business would not be materially prejudiced as a result of any repayment.If at any time before the 2026 March Deferred Amounts and related deferral fees are fully repaid, the Company proposes to appoint, replace or terminate one or more of its chief executive officer, its chief financial officer or any other senior executive(s) in charge of its principal business function or its principal subsidiary, the Company will first consult with, and obtain written consent (such consent shall not be unreasonably withheld) from JDZF prior to effecting such appointment, replacement or termination.Ovoot Tolgoi Mine Impairment AnalysisThe Company determined that an indicator of impairment exists for its Ovoot Tolgoi Mine cash generating unit ("CGU") as at March 31, 2026. The impairment indicator was the uncertainty of future coal price in China. In 2025, the CGU was impacted from the decline of coal selling price, which had an adverse impact on the projected value in use of the operation concerned and consequently resulted in an impairment loss of $42.0 million on the CGU. The Company will continue to monitor and assess whether any subsequent event may impact the amount of the impairment loss, in which case an adjustment would be recognised in profit or loss, and the carrying amount of the CGU shall be adjusted.REGULATORY ISSUES AND CONTINGENCIESSpecial Needs Territory in UmnugobiOn February 13, 2015, the Soumber mining licenses (MV-016869, MV-020436 and MV-020451) (the "License Areas") were included into a special protected area (to be further referred as Special Needs Territory, the "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 12th Court for Administrative Cases of First Instance (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 unless and until the Company obtains a court order restoring the Soumber mining licenses and until the License Areas are removed from the SNT.On July 24, 2021, SGS was notified by the Implementing Agency of Mongolian Government that the license area covered by two mining licenses (MV-016869 and MV-020451) are no longer overlapping with the SNT. The Company will continue to work with the Mongolian authorities regarding the license area covered by the mining license (MV-020436).On December 7, 2023, the Citizen representative Khural of Gurvantes soum held a meeting and passed a resolution (the "Gurvantes Soum Resolution") claiming that the License Areas were part of local special needs protection area. A request letter was sent to Mineral Resources and Petroleum Authority of Mongolia ("MRPAM") on January 4, 2024.On January 11, 2024, MRPAM issued an official letter to the Citizen representative Khural of Gurvantes soum and concluded that request was not reasonable and the License Areas will not be registered on the Cadastre mapping system.On June 18, 2024, the Court of First Instance in Umnugobi Province reviewed the above subject matter in which SGS is the plaintiff and Citizen's Representative Meetings of Gurvantes soum is the defendant. The Court of First Instance determined that the claims made by Citizen's Representative Meetings of Gurvantes soum relating to the License Areas as set forth in the Gurvantes Soum Resolution were invalid. Citizen's Representative Meetings of Gurvantes soum has since applied to the Court of Appeals for an appeal of the Court of First Instance's decision.On September 12, 2024, the Court of Appeals reviewed the appeal made by Citizen's Representative Meetings of Gurvantes soum and determined that the appeal was invalid. Citizen's Representative Meetings of Gurvantes soum did not apply to the Supreme Court of Mongolia for an appeal of the Court of Appeals' decision upon the expiry of the application deadline. As a result, the decision made by the Court of Appeals is final and conclusive.Tax LegislationMongolian tax, currency and customs legislation is subject to varying interpretation, and changes which can occur frequently. Management's interpretation of such legislation as applied to the transactions and activity of the Company may be challenged by the relevant authorities. The MTA may take a more assertive position in their interpretation of the legislation and assessments, and it is possible that transactions and activities that have not been challenged in the past may be challenged by tax authorities. As a result, significant additional taxes, penalties and interest may be assessed. Fiscal periods remain open to review by the authorities in respect of taxes for five calendar years preceding the year of review. Under certain circumstances reviews may cover longer periods.The Mongolian tax legislation does not provide definitive guidance in certain areas, specifically in areas such as VAT, withholding tax, corporate income tax, personal income tax, transfer pricing and other areas. From time to time, the Company adopts interpretations of such uncertain areas that reduce the overall tax rate of the Company. As noted above, such tax positions may come under heightened scrutiny as a result of recent developments in administrative and court practices. The impact of any challenge by the tax authorities cannot be reliably estimated; however, it may be significant to the financial position and/or the overall operations of the entity.Management believes that its interpretation of relevant legislation is appropriate and the Company's positions related to tax and other legislation will be sustained. However, the Company may be impacted if such unfavourable event occurs. Management regularly performs re-assessment of tax risk and its position may change in the future as a result of the change in conditions that cannot be anticipated with sufficient certainty at present.The Company has recorded a provision for additional late tax penalty of $18.5 million in respect of potential penalty chargeable by the MTA for future tax audit periods. It is an estimated amount which will be adjusted when the tax audit is finalised.Management will continue to assess whether any subsequent event may impact the amount of the additional tax and tax penalty, in which case an adjustment would be recognised in profit or loss and the carrying amount of the tax liabilities shall be adjusted.OUTLOOKThe global coal market continues to face structural shifts amid evolving geopolitical and economic conditions. Although international trade tensions have moderated compared with previous years, uncertainties persist due to fluctuating commodity prices, energy transition policies, and regional security concerns. China's ongoing efforts to balance energy security with environmental commitments will continue to shape demand patterns, with coal expected to remain a critical component of its energy mix in the near term.The strategic partnership between China and Mongolia, particularly under the frameworks of the Belt and Road Initiative and Mongolia's "New Revival Policy", continues to deepen. Significant investments in cross-border infrastructure, including the ongoing expansion and modernisation of railway networks and border ports, are progressively reducing logistical bottlenecks and enhancing efficiency. These advancements are expected to strengthen the competitiveness of Mongolian coking coal in the Chinese market by improving transit efficiency and lowering overall landed costs.At the same time, challenges persist. China's property sector remains under pressure, and infrastructure investment is being carefully managed, which may constrain steel production and, in turn, coking coal demand.In addition, the recent global geopolitical events, particularly the escalation of tensions involving Iran and the US, have increased energy prices and demand for coal as a substitute for natural gas. As such, international coal prices have increased, at least in the short term. However, management notes that coal price trends remain subject to uncertainties related to the conflicts and broader geopolitical developments. Should the conflict ease or cease, the price momentum driven by supply risk premiums and energy substitution may weaken or even reverse, thereby exposing coal prices to considerable downside uncertainty. Such volatility may affect the Company's operations, including the selling price of its coal product and its production costs.Against this backdrop, the Company remains cautiously optimistic about the China coal market, as coal continues to be regarded as the primary energy source on which China will rely in the foreseeable future. Coal supply and imports in China are expected to remain limited due to increasingly stringent environmental and safety requirements, which may contribute to volatility in domestic coal prices. The Company will continue to closely monitor market developments and respond proactively to changing conditions.With the continuous assistance and support from JDZF, the Company will focus on expanding its market reach and customer base in China to improve the profit margin earned on its coal products.In 2026, the Company will continue to scale up mining operations and enhance coal processing capabilities to deliver higher product quality and meet evolving customer demands. Initiatives to strengthen spare parts management will be advanced to improve maintenance efficiency and ensure reliable, uninterrupted mining operations. At the same time, the Company will deploy advanced remote-control systems, optimise transport routes, and further expand the use of electric locomotives to enhance the efficiency and capacity of cross-border transportation, ensuring alignment with production growth.In the medium term, the Company will gradually equip mining operations with remote-control functionality, progressively advancing toward unmanned work sites. This transformation will raise safety standards while addressing labor shortages that constrain capacity expansion. In addition, the Company will continue to adopt various strategies to enhance its product mix in order to maximise revenue, expand its customer base and sales network, improve logistics, optimise its operational cost structure and, most importantly, operate in a safe and socially responsible manner.The Company's objectives for the medium term are as follows:Enhance product mix - The Company will focus on improving the product mix by: (i) improving mining operations; (ii) utilising the Company's dry and wet coal processing plants; and (iii) trading and blending different types of coal to produce blended coal products that are economical to the Company.Expand market reach and customer base - The Company will endeavor to increase sales volume and sales price by: (i) expanding its sales network and diversifying its customer base; (ii) increasing its coal logistics capacity to resolve the bottleneck in the distribution channel; and (iii) setting and adjusting the sales price based on a more market-oriented approach in order to maximise profit while maintaining sustainable long-term business relationships with customers.Increase production and optimise cost structure - The Company will aim to increase coal production volume to take advantage of economies of scale. The Company will also focus on reducing its production costs and optimising its cost structure through engaging sizable third-party contract mining companies to enhance its operation efficiency, strengthening procurement management, ongoing training and productivity enhancement.Operate in a safe and socially responsible manner - The Company will continue to maintain the highest standards in health, safety and environmental performance and operate in a corporate socially responsible manner.In the long term, the Company will continue to focus on creating and maximising shareholders value by leveraging its key competitive strengths, including: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.A large reserves base - The Ovoot Tolgoi Deposit and Soumber Deposit have mineral reserves of at least 80.57 million tonnes.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.Bridge between China and Mongolia - The Company is well-positioned to capture the resulting business opportunities between China and Mongolia, and have a strong operational record for the past decade in Mongolia. The Company will seek assistance and support from its two largest shareholders, which are both experienced coal mining enterprises in China.NON-IFRS FINANCIAL MEASURESCash CostsThe 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, impairment 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 Accounting Standards 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 utilised in the mining industry. Consolidated Statement of Comprehensive Income
(Expressed in thousands of USD, except for per share amounts)  Consolidated Statement of Financial Position
(Expressed in thousands of USD)  Consolidated Statement of Cash Flows
(Expressed in thousands of USD)  REVIEW OF INTERIM RESULTSThe condensed consolidated interim financial statements for the Company for the three months ended March 31, 2026, which are unaudited but have been reviewed by the audit committee of the Company.The Company's results for the quarter ended March 31, 2026, are contained in the unaudited condensed consolidated interim financial statements and Management Discussion and Analysis of Financial Condition and Results of Operations, available on the SEDAR+ website at www.sedarplus.ca and the Company's website at www.southgobi.com.ABOUT SOUTHGOBISouthGobi, listed on the HKEX and TSX-V, owns and operates its ?agship Ovoot Tolgoi Mine in Mongolia. It also holds the mining licenses of its other metallurgical and thermal coal deposits in South Gobi Region of Mongolia. SouthGobi produces and sells coal to customers in China.Contact:Investor RelationsEmail: info@southgobi.comMr. Ruibin Xu
Chief Executive Officer
Office: +852 2156 1438 (Hong Kong)
+1 604 762 6783 (Canada)
Website: www.southgobi.comExcept for statements of fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterised 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 time the statements are made. Forward-looking statements in this press release include, but are not limited to, statements regarding:the Company continuing as a going concern and its ability to realise 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 condensed consolidated interim 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 its trade payables, to secure additional funding and to meet its obligations under each of the JDZF Convertible Debenture, the 2026 March Deferral Agreement and the 2025 Bank Loan, as the same become due;the Company's discussions with the Plenipotentiary Representative of the Mongolian Government in relation to determining the Mongolian state's ownership interest in SGS;the Company's anticipated financing needs, operational and development plans and future production levels, including ramp up of the Company's mining operations and capacity in 2026;the estimates and assumptions included in the Company's impairment analysis and the possible impact of changes thereof;the ability of the Company to enhance the operational efficiency and output throughput of the washing facilities at Ovoot Tolgoi;the ability of the Company to enhance the product value by conducting coal processing and coal washing;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 demand for coal in China;future trends in the Chinese coal industry;the Company's plans to scale up mining operations and enhance coal processing capabilities;the Company's initiatives to strengthen spare parts management to improve maintenance efficiency;the Company's plans to deploy advanced remote-control systems, optimise transport routes and further expand the use of electric locomotives;the Company's plans to develop markets for both its Premium and Standard semi-soft coking coal brands and pursuit of long-term supply offtake agreements with end users in China;the Company's expectations regarding the competitiveness of Mongolian coking coal in the Chinese market as a result of cross-border infrastructure improvements;the construction and operation of the Dry Coal Separation System at the Company's Ovoot Tolgoi Mine;the Company's outlook and objectives for 2026 and beyond (as more particularly described under "Outlook" of this press release); andother statements that are not historical facts.Forward-looking information is based on certain factors and assumptions described below and elsewhere in this press release, 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; 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; the Company's ability to obtain requisite shareholder approval of the 2026 March Deferral Agreement; the construction and operation of the Dry Coal Separation System; management's business outlook, including the outlook for 2026 and beyond; currency exchange rates; operating, labour and fuel costs; the ability of the Company to raise additional financing; negotiating a constructive understanding and agreement with the Plenipotentiary Representative of the Mongolian Government; the anticipated royalties payable under Mongolia's royalty regime; the future coal market conditions in China and the related impact on the Company's margins and liquidity; geopolitical developments, including the Iran-US conflict, and their impact on energy and coal prices; supplier and contractor relationships and their willingness to continue providing services; and the anticipated demand for the Company's coal products; 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, 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, or changes to regulatory requirements (including environmental regulations) 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 Company's ability to successfully negotiate a constructive understanding and agreement with the Plenipotentiary Representative of the Mongolian Government; possible impact of changes to the inputs to the valuation model used to value the embedded derivatives in the Convertible Debenture; the risk of the Company or its subsidiaries default under its existing debt obligations, including the Convertible Debenture, the 2026 March Deferral Agreement and the 2025 Bank 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; customer credit risk; cash flow and liquidity risks; risks relating to the Company's decision to suspend activities relating to the development of the Ceke Logistics Park project, including the risk that its investment partner may initiate legal action against the Company for failing to comply with the underlying agreements governing project development; risks relating to the ability of the Company to enhance the operational efficiency and the output throughput of the washing facilities at Ovoot Tolgoi Mine and risks relating to the Company's ability to raise additional financing and to continue as a going concern. 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 press release, 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 speak only as of the date of this press release; they should not rely upon this information as of any other date.The English text of this press release shall prevail over the Chinese text in case of inconsistencies.Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.SOURCE: SouthGobi Resources Ltd.View the original press release on ACCESS NewswireOriginal: SouthGobi Announces First Quarter 2026 Financial and Operating Results

SouthGobi Announces Discloseable Transaction Entering Into a Build-Transfer Agreement in Relation to the Dry Coal Separation SystemApril 27, 2026 11:15 AM
ACCESS NewswireHONG KONG, HK / ACCESS Newswire / April 27, 2026 / SouthGobi Resources Ltd. (TSX-V:SGQ)(HK:1878) ("SouthGobi" or the "Company") announces that on April 22, 2026, the Company's wholly-owned Mongolian subsidiary, Southgobi Sands LLC ("SGS"), entered into a Build-Transfer agreement (the "BT Agreement") with Tangshan Shenzhou Manufacturing Group Co., Ltd (????????????) ("Tangshan Shenzhou"), pursuant to which Tangshan Shenzhou is responsible for the construction (excluding site preparation works) of a new dry coal separation system, including the key equipment of ZM600 ??????? and IDS-2000 ?????, which, for transliteration purpose only, mean high-efficiency mineral separation machine and intelligent dry selection machine, respectively (collectively, the "Dry Coal Separation System") at the Company's Ovoot Tolgoi Mine in Mongolia. The Dry Coal Separation System will be a stand-alone plant separate from the Company's existing dry processing plants.Tangshan Shenzhou is also responsible for the construction of all related facilities for the Dry Coal Separation System (the "Related Facilities"). Tangshan Shenzhou shall transfer the ownership and relevant intellectual property right of the Dry Coal Separation System to SGS upon the satisfaction of the conditions for transfer in accordance with the BT Agreement. Under the BT Agreement, SGS has the right to supervise and inspect Tangshan Shenzhou's construction progress and safety management. The total consideration payable by SGS over the term of the BT Agreement is approximately RMB53.8 million (equivalent to approximately USD$7.8 million) (the "Consideration"). Subject to the terms as set out therein, the BT Agreement is effective from April 22, 2026 until the Consideration has been fully paid by SGS which is expected to take place on or around April 22, 2031.LISTING RULES IMPLICATIONSAs one or more of the applicable percentage ratio(s) (as defined under the Listing Rules) in respect of the transactions contemplated under the BT Agreement is/are more than 5% but less than 25%, the entering into of the BT Agreement constitutes a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules and is thus subject to the reporting and announcement requirements. None of the Directors has any material interest in the BT Agreement or is required to abstain from voting on the board resolutions approving the BT Agreement.INTRODUCTIONThe Board hereby announces that on April 22, 2026, the Company's wholly-owned Mongolian subsidiary, SGS, entered into a BT Agreement with Tangshan Shenzhou, pursuant to which Tangshan Shenzhou is responsible for the construction (excluding site preparation works) of the Dry Coal Separation System and all Related Facilities at the Company's designated location in Mongolia. Under the BT Agreement, SGS has the right to supervise and inspect Tangshan Shenzhou's construction progress and safety management.The total Consideration payable by SGS over the term of the BT Agreement is approximately RMB53.8 million (equivalent to approximately USD$7.8 million). Subject to the terms as set out therein, the BT Agreement is effective from April 22, 2026 until the Consideration has been fully paid by SGS which is expected to take place on or around April 22, 2031.PRINCIPAL TERMS OF THE BT AGREEMENTDateApril 22, 2026PartiesSGS; andTangshan ShenzhouTo the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of Tangshan Shenzhou and its respective ultimate beneficial owner(s)are Independent Third Parties and are at arm's length to the Company.Scope of WorkPursuant to the terms of the BT Agreement, the key responsibilities of Tangshan Shenzhou include:engineering survey, design, construction, equipment supply, transportation from Tangshan Shenzhou's factory to the China-Mongolia border, Chinese export customs clearance, and installation, in each case in relation to the Dry Coal Separation System and the Related Facilities; andcommissioning, trial operation, debugging, technical support, and training services, in each case in relation to the Dry Coal Separation System and the Related Facilities.Pursuant to the terms of the BT Agreement, the key responsibilities of SGS include:provision of construction equipment such as cranes, aerial lifts, loaders, trenching machines, engineering vehicles and generators for Tangshan Shenzhou's use at nil cost and be responsible for the related fuel cost during the construction period, provided that Tangshan Shenzhou shall bear responsibility for the management and safety of such equipment and personnel during the period of use;conduct of site preparation works, including utility connections, site leveling, foundation excavation, soil removal and backfilling;transportation of the Dry Coal Separation System and the Related Facilities from the China-Mongolia border to the project site in Mongolia, as well as related Mongolian import customs clearance, taxes and duties;obtaining all necessary approvals, permits and qualifications required for construction and production operations in Mongolia; andprovision of water and electricity for the premises used for Dry Coal Separation System and the Related Facilities (including temporary living facilities) and arrangement of meals and accommodation for Tangshan Shenzhou's personnel during the construction period at nil cost, provided that Tangshan Shenzhou shall be responsible for the fire safety, hygiene and safety management of such facilities.(altogether the "Agreed Project").The construction period for the Agreed Project is anticipated to be three (3) months. Upon completion of the construction of the Agreed Project, Tangshan Shenzhou shall promptly notify SGS to conduct inspection. The construction shall be completed upon the successful completion of the inspection. Alternatively, the construction shall be deemed completed upon the earlier of: (i) the expiry of 30 days following receipt by SGS of Tangshan Shenzhou's notification for inspection and SGS' failure to conduct inspection within such 30-day period; and (ii) the Dry Coal Separation System having been in trial operation under load for three (3) months, with all performance indicators meeting the standards specified in the BT Agreement.ConsiderationThe Consideration is approximately RMB53.8 million, which consists of:RMB10.0 million as prepayment (equivalent to approximately USD$1.5 million) (the "Prepayment") according to the following schedule:RMB2.0 million to be paid on the date of signing the BT Agreement;RMB3.0 million to be paid within ten (10) days of signing the BT Agreement;RMB2.0 million to be paid within ten (10) days after the main equipment arrives in Mongolia; andRMB3.0 million to be paid within ten (10) days after the earlier of: (i) SGS' acceptance of the inspection of the Dry Coal Separation System and the Related Facilities; or (ii) the expiry of three (3) months during which the Dry Coal Separation System and the Related Facilities have been in normal production.The repurchase fees to be paid as follows, commencing from the start of normal production of the Dry Coal Separation System and the Related Facilities:year one: approximately RMB11.9 million (equivalent to approximately USD$1.7 million);year two: approximately RMB11.3 million (equivalent to approximately USD$1.6 million);year three: approximately RMB10.8 million (equivalent to approximately USD$1.6 million);year four: approximately RMB10.2 million (equivalent to approximately USD$1.5 million); andyear five: approximately RMB9.6 million(equivalent to approximately USD$1.4 million).SGS shall be entitled to apply the Prepayment to offset the repurchase fees payable in year five. To the extent the total Prepayment exceeds the year five repurchase fees, such excess shall be applied to offset the repurchase fees payable in year four, in reverse chronological order commencing from the twelfth month of year four. In the event of early termination of the BT Agreement: (i) if the termination is due to reasons attributable to SGS (other than termination by mutual agreement), the portion of the Prepayment already paid by SGS shall be retained by Tangshan Shenzhou as exit costs, and shall not be applied to offset any repurchase fees, provided that if any portion of the Prepayment has already been applied to offset repurchase fees prior to termination, SGS shall pay an equivalent amount to Tangshan Shenzhou; or (ii) if the termination is due to reasons attributable to Tangshan Shenzhou, Tangshan Shenzhou shall refund to SGS all payment received under the BT Agreement, together with interest calculated thereon at the rate of 15% per annum.Transfer of Dry Coal Separation System and Related FacilitiesOwnership Prior to the TransferPrior to the completion of the final transfer, all assets of the Dry Coal Separation System and the Related Facilities shall be jointly owned by SGS and Tangshan Shenzhou, with SGS' ownership interest being proportionate to the aggregate contract payments made by SGS relative to the total Consideration. When SGS' aggregate payments under the BT Agreement reach 90% of the Consideration, the ownership of the Dry Coal Separation System and the Related Facilities shall vest in SGS, provided that SGS shall remain obligated to pay the remaining balance.Conditions for TransferThe transfer of the Dry Coal Separation System and the Related Facilities to SGS shall be subject to the satisfaction of the following conditions (the "Conditions for Transfer"):the construction of the Dry Coal Separation System and the Related Facilities has been completed in accordance with the BT Agreement;the Dry Coal Separation System has passed inspection, or has been in normal operation for more than three (3) months; andthe payment of at least 90% of the Consideration by SGS.Transfer ProcedureTangshan Shenzhou shall issue a transfer notice to SGS within ten (10) days after the satisfaction of the Conditions for Transfer. Both parties shall complete the transfer and execute a transfer certificate within ten (10) days of the date of such transfer notice.Upon completion of the transfer, ownership, right of use and all associated risks of the Dry Coal Separation System and the Related Facilities shall vest in SGS.Transfer ContentTangshan Shenzhou shall transfer to SGS the following:all equipment and facilities comprising the Dry Coal Separation System and the Related Facilities in accordance with the BT Agreement and all related intellectual property rights;equipment operation manuals and maintenance manuals;process drawings and technical documentation; andequipment certificates.Basis for determining the ConsiderationThe Consideration was determined after assessing (i) the previous experience of Tangshan Shenzhou in working with the Company on the existing dry coal processing plant; (ii) the experience, competency and market position of Tangshan Shenzhou in dry coal processing, which is suitable for the Company's business; (iii) the expected scope, complexity and quality of the Agreed Project based on the agreement terms with Tangshan Shenzhou for carrying out similar construction works of comparable scale and complexity as the new Dry Coal Separation System; (iv) the construction costs, including equipment procurement, transportation, installation and other costs incurred by Tangshan Shenzhou in completing the construction of the Agreed Project; and (v) bank interest calculated on the construction costs.Therefore, the Company determined the Consideration is on normal commercial terms and on arm's length basis. The Directors consider the Consideration to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.INFORMATION ON TANGSHAN SHENZHOUTangshan Shenzhou is headquartered in Tangshan City, Hebei Province, PRC. It is principally engaged in the research, development, manufacturing, construction and installation of dry coal preparation equipment. It is owned 66.7% and 33.3% by Mr. Li Gongmin (???) and Ms. Li Shan (??), respectively.Founded in 2001, Tangshan Shenzhou has a registered capital of RMB90 million and has various experience in manufacturing and construction of advanced large-scale machinery and manufacturing equipment. Tangshan Shenzhou is designated as a national high-tech enterprise with operations covering (i) new process of dry coal beneficiation technology; (ii) research and development of new equipment; (iii) coal preparation engineering design and consulting; and (iv) coal preparation equipment manufacturing. Tangshan Shenzhou has obtained more than 100 authorised patents, including invention patents and international patents for its products, including but not limited to "a kind of high-efficiency automated dry coal separator for coal mines" (????????????????), "a kind of dry coal beneficiation screening equipment and its use method" (????????????????) and "a kind of mobile dry coal separating and de-dusting machine"(????????????).INFORMATION ON SGSSGS is a wholly-owned subsidiary of the Company incorporated under the laws of Mongolia,which is principally engaged in coal mining, development and exploration of mineral properties in Mongolia. SGS holds the mining and exploration licences in Mongolia and operates the flagship Ovoot Tolgoi Mine.REASONS FOR AND BENEFITS OF ENTERING INTO THE BT AGREEMENTThe Company is an integrated coal mining, development and trading company. SGS is a wholly-owned subsidiary of the Company incorporated under the laws of Mongolia, which is principally engaged in coal mining, development and exploration of mineral properties in Mongolia.The BT Agreement falls within the Company's scope of principal business of coal mining. As the Company's total coal production in Mongolia increases, the volume of coal requiring processing before it can meet the requirements for export to the Chinese market also increases. Accordingly, the Dry Coal Separation System will be beneficial to the Company in processing such coal to enable its export and sale to the Chinese market, thereby expanding its market share while increasing the Company's revenue and profit. The BT Agreement will be of significance to the Company in increasing the influence in the local communities and expanding the overall mining capacity, in line with the development strategy of the Company. The operation of the BT Agreement will enable the Company to utilize its management and technical personnel resources, enhance coal processing efficiency and product quality and improve the performance of the production line, thereby enhancing the Company's competitiveness and sustainable development capabilities. The Company cautions, however, that there can be no guarantee or assurance that any increase in revenue or profit will be achieved, as actual results may differ materially from those anticipated. The realization of the expected benefits of the BT Agreement is subject to a number of risks and uncertainties, including, without limitation, market conditions, regulatory developments, and the costs and expenses associated with the construction, commissioning and ongoing operation of the Dry Coal Separation System.The terms of the BT Agreement were determined after arm's lengthnegotiations among the parties thereto. Having considered all of the above reasons, the Directors (including the independent non-executive Directors) believe that the BT Agreement is consistent with the overall business direction of the Company and that the terms of the BT Agreement are on normal commercial terms and fair and reasonable and are in the interests of the Company and the Shareholders as a whole.LISTING RULES IMPLICATIONSAs one or more of the applicable percentage ratio(s) (as defined under the Listing Rules) in respect of the transactions contemplated under the BT Agreement is/are more than 5% but less than 25%, the entering into of the BT Agreement constitutes a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules and is thus subject to the reporting and announcement requirements. None of the Directors has any material interest in the BT Agreement or is required to abstain from voting on the board resolutions approving the BT Agreement.Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.DEFINITIONS"Agreed Project"has the meaning ascribed thereto under the section headed "Principal Terms of the BT Agreement" in this announcement"Board"the board of Directors"BT Agreement"has the meaning ascribed thereto under the section headed "Introduction" in this announcement"Conditions for Transfer"has the meaning ascribed thereto under the section headed "Principal Terms of the BT Agreement" in this announcement"Company"SouthGobi Resources Ltd., a company continued under the laws of British Columbia, Canada with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 1878) and the TSX Venture Exchange (stock symbol: SGQ)"Consideration"approximately RMB53.8 million payable by SGS to Tangshan Shenzhou"connected person(s)"has the same meaning ascribed hereto under the Listing Rules"Directors"directors of the Company"Dry Coal Separation System"full-scale dry beneficiation system used for coal upgrading, including key equipment of ZM600 high-efficiency mineral separation machine (ZM600???????) and IDS-2000 intelligent dry selection machine (IDS-2000 ?????)"HK$"Hong Kong dollar(s), the lawful currency of Hong Kong"Hong Kong"the Hong Kong Special Administrative Region of the PRC"Independent Third Party(ies)"party(ies) independent of and not connected with the Companyand its connected persons"Listing Rules"the Rules Governing the Listing of Securities on the StockExchange"Ovoot Tolgoi Mine"the Company's operating coal mine located approximately40km from the Shivee Khuren-Ceke crossing at the Mongolia-China border and is the Company's flagship asset"percentage ratio(s)"has the same meaning as ascribed hereto under the Listing Rules"PRC"the People's Republic of China, which for the purpose of this announcement excludes Hong Kong, the Macao Special Administrative Region of the People's Republic of China and Taiwan"Prepayment"has the meaning ascribed thereto under the section headed "Principal Terms of the BT Agreement" in this announcement"Related Facilities"any auxiliary production systems and facilities required to support the operation of the Dry Coal Separation System"RMB"Renminbi, the lawful currency of the PRC"SGS"Southgobi Sands LLC, a wholly-owned subsidiary of the Company incorporated under the laws of Mongolia"Share(s)"shares of the Company"Shareholder(s)"holder(s) of the Shares"Stock Exchange"The Stock Exchange of Hong Kong Limited"Tangshan Shenzhou"Tangshan Shenzhou Manufacturing Group Co., Ltd. (????????????), a company incorporated in the PRC with limited liability"%"USD$per centUnited States dollar(s), the lawful currency of the United StatesForward-Looking StatementsCertain information included in this press release that is not current or historical factual information constitutes forward-looking statements or information within the meaning of applicable securities laws (collectively, "forward-looking statements"), such as information relating to future operational matters and the BT Agreement, including the construction period for the Agreed Project, the term of the BT Agreement, the transfer of the Dry Coal Separation System and Related Facilities, the labour and material costs to be incurred thereunder and the anticipated benefits and business outcomes as a result of SGS entering into the BT Agreement. Forward-looking statements are frequently characterized by words such as "anticipate", "plan", "expect", "project", "intend", "believe", "could", "should", "seek", "likely", "estimate" and other similar words or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on certain factors and assumptions including, among other things, unanticipated construction delays, availability of labour, equipment and materials, future changes in labour and material costs, construction cost estimates, unanticipated issues with transportation logistics and customs clearance, the annual tonnage of coal processed through the Dry Coal Separation System, the ability of the parties to fulfill their respective obligations under the BT Agreement, the ability of SGS to obtain all necessary approvals, permits and qualifications required for construction and production operations in Mongolia, market conditions, the increase of the Company's coal production in Mongolia, the continued alignment of the BT Agreement with the Company's development strategy and other similar factors that may cause actual results to differ materially from what the Company currently expects. Actual results may vary from the forward-looking statements. Readers are cautioned not to place undue importance on forward-looking statements, which speaks only as of the date of this disclosure, and not to rely upon this information as of any other date. While the Company may elect to, it is under no obligation and does not undertake to, update or revise any forward-looking statements, whether as a result of new information, further events or otherwise at any particular time, except as required by law. Additional information concerning factors that may cause actual results to materially differ from those in such forward-looking statements is contained in the Company's filings with Canadian securities regulatory authorities and the website of the Hong Kong regulatory filings and disclosures of listed issuer information. These can be found under the Company's profile on SEDAR+ and HKEXnews respectively, at www.sedarplus.ca and www.hkexnews.hk.By order of the BoardSouthGobi Resources Ltd.Yingbin Ian HeLead DirectorHong Kong: April 27, 2026As at the date of this announcement, the executive directors of the Company are Mr. Ruibin Xu, Ms.Chonglin Zhu and Mr. Chen Shen; the independent non-executive directors of the Company are Mr.Yingbin Ian He, Ms. Jin Lan Quan and Mr. Fan Keung Vic Choi; and the non-executive directors of the Company are Mr. Zhu Gao and Mr. Zaixiang Wen.About SouthGobiSouthGobi, listed on the Hong Kong Stock Exchange and the TSX Venture Exchange, owns and operates its flagship Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licences of its other metallurgical and thermal coal deposits in South Gobi region of Mongolia. SouthGobi produces and sells coal to customers in China.Contact:Investor Relations
Email: info@southgobi.comMr. Ruibin Xu
Chief Executive Officer
Office: +852 2156 1438 (Hong Kong)
Website: www.southgobi.comNeither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.SOURCE: SouthGobi Resources Ltd.View the original press release on ACCESS NewswireOriginal: SouthGobi Announces Discloseable Transaction Entering Into a Build-Transfer Agreement in Relation to the Dry Coal Separation System

SouthGobi Announces Fourth Quarter and Full Year 2025 Financial and Operating ResultsMarch 27, 2026 10:35 AM
ACCESS NewswireHONG KONG, HK / ACCESS Newswire / March 27, 2026 / SouthGobi Resources Ltd. (Hong Kong Stock Exchange ("HKEX"): 1878, TSX Venture Exchange ("TSX-V"): SGQ) (the "Company" or "SouthGobi") today announces its financial and operating results for the quarter and year ended December 31, 2025. All figures are in U.S. dollars ("USD") unless otherwise stated.The Board of Directors (the "Board") wish to inform that the Company's independent auditors, BDO Limited, have completed their audit of the consolidated financial statements of the Company for the year ended December 31, 2025 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and would like to announce the audited annual results of the Company for the year ended December 31, 2025 together with the comparative figures for the previous year and the respective notes in this announcement.Significant Events and HighlightsThe Company's significant events and highlights for the year ended December 31, 2025 and the subsequent period to March 27, 2026 are as follows:Operating Results - The Company increased the scale of its mining operations since 2024, as well as implementing various coal processing methods, including screening, wet washing and dry coal processing, which have resulted in improved coal quality and enhanced production volume and growth of coal export volume into China during the year.In response to the market demand for different coal products, the Company focused on expanding the categories of coal products in its portfolio, including mixed coal, wet washed coal and dry processed coal. In addition, the Company has experienced success with processing its inventory of F-grade coal products through cost-effective screening procedures. As a result of the improvement in the quality of the processed F-grade coal, the Company was able to meet the import coal quality standards established by Chinese authorities and has been exporting this product to China for sale since the first quarter of 2024, further enhancing the Company's coal export volume.The Company recorded sales volume of 11.2 million tonnes in 2025 compared to 7.0 million tonnes in 2024, while the Company recorded an average realised selling price of $53.5 per tonne in 2025 compared to $70.4 per tonne in 2024. The decrease in the average realised selling price was mainly due to the Company facing headwinds in the China coal market since 2024, leading to the Company changing its product mix to sell a greater percentage of lower-priced coal products.Financial Results - The Company recorded a $133.2 million loss from operations in 2025 compared to a $153.9 million profit from operations in 2024. The financial results were impacted by the decreased average realised selling price in 2025 as compared to 2024, the change in product mix year-over-year (as the Company sold more processed coal with higher production costs) and impairment losses on coal stockpile and items of property, plant and equipment of $77.3 million and $42.0 million were recorded respectively in 2025.Notice from Mongolian Government Plenipotentiary and designation of Company's mining deposits as mineral deposits of strategic importance - On April 2, 2025, SouthGobi Sands LLC ("SGS") received a letter from a plenipotentiary representative of the Mongolian government (the "Letter") which invited SGS to participate in negotiations in relation to determining the Mongolian state's ownership interest in SGS, being the legal entity which holds the Company's coal mining and exploration licenses in Mongolia.The Letter states that, in furtherance of Mongolia's National Wealth Fund Law which was passed in April 2024, the Mongolian government resolved on February 5, 2025 to appoint a plenipotentiary representative (the "Plenipotentiary Representative of the Mongolian Government") to negotiate with legal persons holding a mining license for a deposit designated by the Mongolian government as a strategically important deposit ("Mineral Deposits of Strategic Importance") in relation to determining the proportionate interest the Mongolian state has in such legal entity or whether to replace the Mongolian state's interest with a royalty interest.The Company has been advised by its Mongolian legal counsel that, the Government of Mongolia is empowered to participate on an equity ownership basis with the license holder in the exploitation and/or mining of each Mineral Deposit of Strategic Importance on terms to be negotiated between the Government of Mongolia and such license holder. Based solely on the knowledge of the Company's Mongolian legal counsel, the Company is aware that various other license holders of Mineral Deposits of Strategic Importance have entered into similar negotiations with the Plenipotentiary Representative of the Mongolian Government. The Company also understands that any legal person holding a special licence for a Mineral Deposit of Strategic Importance shall not, individually or jointly with other entities having a common interest, hold more than 34% of the total issued and outstanding shares of such legal person. However, there is uncertainty as to how these regulations will be interpreted and applied to a publicly-listed company which is the beneficial owner of a Mineral Deposit of Strategic Importance. In the event that the aforementioned ownership restriction is not complied with, the Government of Mongolia shall have the right to appoint a Plenipotentiary Representative to take charge of managing such legal person to ensure legal compliance.On April 24, 2025, SGS initiated preliminary discussions with the Plenipotentiary Representative of the Mongolian Government. The Company anticipates that the discussion between SGS and the Plenipotentiary Representative of the Mongolian Government will continue and both parties will endeavour to engage in good faith for the purpose of arriving at a mutual and constructive understanding and agreement. The Company intends to fully cooperate with the Mongolian government and provide all necessary information to the extent permitted by applicable law.As at the date of this press release, the deposits covered by four of the Company's Mongolian mining licenses have been designated as Mineral Deposits of Strategic Importance by Mongolian government authorities. The relevant mining licenses relate to the Company's Ovoot Tolgoi Mine and the Soumber Deposit.2025 March Deferral Agreement - On March 20, 2025, the Company and JD Zhixing Fund L.P. ("JDZF") entered into a deferral agreement (the "2025 March Deferral Agreement") pursuant to which JDZF agreed to grant the Company a deferral of (i) the cash and payment-in-kind interest ("PIK Interest"), management fees, and related deferral fees in the aggregate amount of approximately $111.6 million which will be due and payable to JDZF on or before August 31, 2025 pursuant to the deferral agreement dated March 19, 2024 and the deferral agreement dated April 30, 2024; (ii) semi-annual cash interest payment of approximately $7.9 million payable to JDZF on May 19, 2025 under the Convertible Debenture; (iii) semi-annual cash interest payments of approximately $8.1 million payable to JDZF on November 19, 2025 and the $4.0 million in PIK Interest payable to JDZF on November 19, 2025 under the Convertible Debenture; and (iv) management fees in the aggregate amount of approximately $6.1 million payable to JDZF on May 16, 2025, August 15, 2025, November 15, 2025 and February 15, 2026, respectively, under the amended and restated mutual cooperation agreement (the "Amended and Restated Cooperation Agreement") (collectively, the "2025 March Deferred Amounts").The effectiveness of the 2025 March Deferral Agreement and the respective covenants, agreements and obligations of each party under the 2025 March Deferral Agreement was subject to the Company obtaining the requisite approval of the 2025 March Deferral Agreement from shareholders in accordance with the requirements of applicable Canadian securities laws and Rule 14.33 and Rule 14A.36 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The 2025 March Deferral Agreement was approved by the Company's disinterested shareholders at the annual general meeting ("AGM") of shareholders convened on June 27, 2025.The principal terms of the 2025 March Deferral Agreement are as follows:Payment of the 2025 March Deferred Amounts will be deferred until August 31, 2026 (the "2025 March Deferral Agreement Deferral Date").As consideration for the deferral of the 2025 March Deferred Amounts which relate to the payment obligations arising from the Convertible Debenture, the Company agreed to pay JDZF a deferral fee equal to 6.4% per annum on the outstanding balance of such 2025 March Deferred Amounts, commencing on the date on which each such 2025 March Deferred Amounts would otherwise have been due and payable under the Convertible Debenture.As consideration for the deferral of the 2025 March Deferred Amounts which relate to payment obligations arising from the Amended and Restated Cooperation Agreement, the Company agreed to pay JDZF a deferral fee equal to 1.5% per annum on the outstanding balance of such 2025 March Deferred Amounts commencing on the date on which each such 2025 March Deferred Amounts would otherwise have been due and payable under the Amended and Restated Cooperation Agreement.The 2025 March Deferral Agreement does not contemplate a fixed repayment schedule for the 2025 March Deferred Amounts or related deferral fees. Instead, the 2025 March Deferral Agreement requires the Company to use its best efforts to pay the 2025 March Deferred Amounts and related deferral fees due and payable under the 2025 March Deferral Agreement to JDZF. During the period beginning as of the effective date of the 2025 March Deferral Agreement and ending as of the 2025 March Deferral Agreement Deferral Date, the Company will provide JDZF with monthly updates of its financial status and business operations, and the Company and JDZF will on a monthly basis discuss and assess in good faith the amount (if any) of the 2025 March Deferred Amounts and related deferral fees that the Company may be able to repay to JDZF, having regard to the working capital requirements of the Company's operations and business at such time and with the view of ensuring that the Company's operations and business would not be materially prejudiced as a result of any repayment.If at any time before the 2025 March Deferred Amounts and related deferral fees are fully repaid, the Company proposes to appoint, replace or terminate one or more of its chief executive officer, its chief financial officer or any other senior executive(s) in charge of its principal business function or its principal subsidiary, the Company will first consult with, and obtain written consent (such consent shall not be unreasonably withheld) from JDZF prior to effecting such appointment, replacement or termination.On March 23, 2026, the Company and JDZF entered into a subsequent deferral agreement with respect to the 2025 March Deferred Amounts. Refer below under the heading entitled "2026 March Deferral Agreement".Additional Tax and Tax Penalty Imposed by the Mongolian Tax Authority ("MTA") - On July 18, 2023, SGS received an official notice (the "Notice") issued by the MTA stating that the MTA had completed a periodic tax audit (the "Audit") on the financial information of SGS for the tax assessment years between 2017 and 2020, including transfer pricing, royalty, air-pollution fee and unpaid tax payables. As a result of the Audit, the MTA notified SGS that it is imposing a tax penalty against SGS in the amount of approximately $75.0 million. The penalty mainly relates to the different view on the interpretation of tax law between the Company and the MTA. Under Mongolian law, the Company had a period of 30 days from the date of receipt of the Notice to file an appeal in relation to the Audit. Subsequently the Company engaged an independent tax consultant in Mongolia to provide tax advice and support to the Company and filed an appeal letter in relation to the Audit with the MTA in accordance with Mongolian laws on August 17, 2023.On February 8, 2024, SGS received notice from the Tax Dispute Resolution Council ("TDRC") which stated that, after the TDRC's review, the TDRC issued a decision in relation to SGS' appeal of the Audit, and ordered that the audit assessments set forth in the Notice of July 18, 2023 be sent back to the MTA for review and re-assessment.On February 22, 2024, SGS received another notice from the MTA stating that the MTA anticipated commencing the re-assessment process on or about March 7, 2024 and the duration of such process will be approximately 45 working days.On May 15, 2024, SGS received a notice (the "Revised Notice") from the MTA regarding the re-assessment result on the Audit (the "Re-assessment Result"). The re-assessed amount of the tax penalty is approximately $80.0 million. In accordance with applicable Mongolian laws, SGS is entitled to file an appeal to the TDRC regarding the Re-assessment Result within a 30-day period from the date of receiving the Revised Notice.On June 12, 2024, following consultation with its independent tax consultant in Mongolia, SGS submitted an appeal letter to the TDRC regarding the Re-assessment Result, in accordance with applicable Mongolian laws.On January 10, 2025, SGS received a resolution dated December 19, 2024 (the "Resolution") from the TDRC in response to the appeal letter sent by SGS to the TDRC on June 12, 2024, relating to the Re-assessment Result. As set forth in the Resolution, the TDRC has determined to reduce the re-assessed amount of tax penalty against SGS from approximately $80.0 million to approximately $26.5 million (the "Revised Re-assessment Result"). In accordance with applicable Mongolian laws, SGS is entitled to file an appeal to the Administrative Court of First Instance in Ulaanbaatar, Mongolia (the "Administrative Court of First Instance") regarding the Revised Re-assessment Result within a 30-day period from the date of receiving the Resolution. After careful consideration and consultation with the Company's independent tax consultant in Mongolia, the Company has determined not to pursue a further appeal of the Revised Re-assessment Result with the Administrative Court of First Instance.On March 19, 2025, SGS received correspondence from the Administrative Court of First Instance requesting supplemental information regarding a court proceeding initiated by certain officers of the MTA (the "MTA Officials") against the TDRC. Upon further enquiry, SGS obtained a copy of an order dated March 7, 2025 issued by the Administrative Court of First Instance regarding commencement of court proceedings brought by the MTA Officials. The MTA Officials petitioned the court to overturn the TDRC's ruling that reduced SGS's tax penalty from approximately $80.0 million to approximately $26.5 million (the "Proposed Case").On April 25, 2025, SGS obtained a copy of an order dated April 15, 2025 (the "Latest Court Order") issued by the Administrative Court of First Instance refusing to accept the Proposed Case. According to the Latest Court Order, the Proposed Case was dismissed by the Administrative Court of First Instance. According to applicable Mongolian laws, the plaintiff is entitled to file an appeal to the appellate court, and the Company understood that the MTA Officials, as plaintiff in the Proposed Case, filed an appeal.On June 9, 2025, SGS obtained a copy of a judgement dated May 27, 2025 (the "Appellate Court Judgement") issued by the Appellate Court for Administrative in Ulaanbaatar, Mongolia (the "Appellate Court"). As per the Appellate Court Judgement, the Appellate Court upheld the court order issued by the Judge of the Administrative Court of First Instance on April 15, 2025. As a result, the claim brought by the MTA Officials against the TDRC in an attempt to dispute or overturn the previous decision made by the TDRC regarding the Re-assessment Result has been dismissed and rejected. According to applicable Mongolian law, the Appellate Court Judgement shall be final and is not subject to further appeal.In the prior year, the Company recorded an additional tax and tax penalty in the amount of $45.5 million, which consists of a tax penalty payable of $26.5 million and a provision for additional late tax penalty of $19.0 million. As a result of the Revised Re-assessment Result, the Company recorded a reversal of additional tax and tax penalty of $48.5 million in 2024. To date, the Company has paid the MTA an aggregate of $22.2 million in relation to the aforementioned tax penalty. The Company anticipates paying down the outstanding amount of the tax and tax penalty from cash generated from operations in the normal course. According to Mongolian tax law, the MTA has a legal authority to demand payment of the outstanding amount of the Revised Re-assessment Result from the Company at its discretion.Bank Loan - On October 7, 2025, SGS has entered into a bank loan (the "2025 Bank Loan") for a principal amount of up to RMB235 million (equivalent to approximately $33.1 million) from Khan Bank JSC (the "Bank") with the key commercial terms as follows:Maturity date set at 18 months from drawdown (the "Term");Interest rate of 10% per annum on the outstanding principal and interest is calculated on a 365-day year basis;Loan repayments will consist of interest-only payments during the initial 12 months of the Term, followed by principal amortisation payments during months 13 to 18 of the Term;Certain items of property, plant and equipment with carrying amount of $2.2 million, land-use rights and intangible assets were pledged as security for the 2025 Bank Loan; andThe Company intends to use the proceeds of the 2025 Bank Loan to support working capital, operating expenses, taxes and the settlement of accounts payable of SGS.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 (the "Former Auditors"), in the Ontario Court in relation to the Company's restatement of certain financial statements previously disclosed in the Company's public fillings (the "Restatement").To commence and proceed with the Class Action, the plaintiff was required to seek leave of the Court under the Ontario Securities Act (the "Leave Motion") and certify the action as a class proceeding under the Ontario Class Proceedings Act. The Ontario Court rendered its decision on the Leave Motion on November 5, 2015, dismissing the action against the former senior officers and directors and allowing the action to proceed against the Company in respect of alleged misrepresentation affecting trades in the secondary market for the Company's securities arising from the Restatement. The action against the Former Auditors was settled by the plaintiff on the eve of the Leave Motion.Both the plaintiff and the Company appealed the Leave Motion decision to the Ontario Court of Appeal. On September 18, 2017, the Ontario Court of Appeal dismissed the Company's appeal of the Leave Motion to permit the plaintiff to commence and proceed with the Class Action. Concurrently, the Ontario Court of Appeal granted leave for the plaintiff to proceed with their action against the former senior officers and directors in relation to the Restatement.The Company filed an application for leave to appeal to the Supreme Court of Canada in November 2017, but the leave to appeal to the Supreme Court of Canada was dismissed in June 2018.In December 2018, the parties agreed to a consent Certification Order, whereby the action against the former senior officers and directors was withdrawn and the Class Action would only proceed against the Company, creating the class plaintiffs (the "Class Plaintiffs") and permitting the Class Plaintiffs to proceed with the Class Action against only the Company.Counsel for the plaintiffs and defendant have: (i) completed document production and oral examinations for discovery; (ii) served expert reports on liability and damages; and (iii) designed a mediation process and finalised, with the participation of the relevant Company's insurers, the mediation under the guidance of former Chief Justice of Ontario George Strathy, which mediation was held and completed on August 11, 2025 (the "Mediation").As a result of the Mediation, the Class Plaintiffs and the Company have conditionally settled (the "Settlement") the Class Action for CA$6.8 million, including all liability and class counsel fees, notice and administrative costs, fees, costs and expenses related to the litigation and the settlement (the "Settlement Payments"). The Settlement Payments are the obligation of the Company's insurers as of January 2014.The Settlement was approved by Justice Morgan of the Ontario Superior Court of Justice on December 2, 2025. No appeals have been filed and the time to file an appeal has expired.2026 March Deferral Agreement - On March 23, 2026, the Company and JDZF entered into an agreement (the "2026 March Deferral Agreement") pursuant to which JDZF agreed to grant the Company a deferral of (i) the cash and PIK Interest, management fees, and related deferral fees in the aggregate amount of approximately $140.5 million which will be due and payable to JDZF on or before August 31, 2026 pursuant to the deferral agreement dated March 20, 2025; (ii) semi-annual cash interest payment of approximately $7.9 million payable to JDZF on May 19, 2026 under the Convertible Debenture; (iii) semi-annual cash interest payments of approximately $8.1 million payable to JDZF on November 19, 2026 and the $4.0 million in PIK Interest payable to JDZF on November 19, 2026 under the Convertible Debenture; and (iv) management fees in the aggregate amount of approximately $7.6 million payable to JDZF on May 16, 2026, August 15, 2026, November 15, 2026 and February 15, 2027, respectively, under the Amended and Restated Cooperation Agreement (collectively, the "2026 March Deferred Amounts").The effectiveness of the 2026 March Deferral Agreement and the respective covenants, agreements and obligations of each party under the 2026 March Deferral Agreement are subject to the Company obtaining the requisite approval of the 2026 March Deferral Agreement from shareholders in accordance with the requirements of applicable Canadian securities laws and Rule 14.33 and Rule 14A.36 of the Listing Rules. The Company will be seeking approval of the 2026 March Deferral Agreement from disinterested shareholders at the Company's upcoming AGM of shareholders, which will be held at a future date to be set by the Board.The principal terms of the 2026 March Deferral Agreement are as follows:Payment of the 2026 March Deferred Amounts will be deferred until August 31, 2027 (the "2026 March Deferral Agreement Deferral Date").As consideration for the deferral of the 2026 March Deferred Amounts which relate to the payment obligations arising from the Convertible Debenture, the Company agreed to pay JDZF a deferral fee equal to 6.4% per annum on the outstanding balance of such 2026 March Deferred Amounts, commencing on the date on which each such 2026 March Deferred Amounts would otherwise have been due and payable under the Convertible Debenture.As consideration for the deferral of the 2026 March Deferred Amounts which relate to payment obligations arising from the Amended and Restated Cooperation Agreement, the Company agreed to pay JDZF a deferral fee equal to 1.5% per annum on the outstanding balance of such 2026 March Deferred Amounts commencing on the date on which each such 2026 March Deferred Amounts would otherwise have been due and payable under the Amended and Restated Cooperation Agreement.The 2026 March Deferral Agreement does not contemplate a fixed repayment schedule for the 2026 March Deferred Amounts or related deferral fees. Instead, the 2026 March Deferral Agreement requires the Company to use its best efforts to pay the 2026 March Deferred Amounts and related deferral fees due and payable under the 2026 March Deferral Agreement to JDZF. During the period beginning as of the effective date of the 2026 March Deferral Agreement and ending as of the 2026 March Deferral Agreement Deferral Date, the Company will provide JDZF with monthly updates of its financial status and business operations, and the Company and JDZF will on a monthly basis discuss and assess in good faith the amount (if any) of the 2026 March Deferred Amounts and related deferral fees that the Company may be able to repay to JDZF, having regard to the working capital requirements of the Company's operations and business at such time and with the view of ensuring that the Company's operations and business would not be materially prejudiced as a result of any repayment.If at any time before the 2026 March Deferred Amounts and related deferral fees are fully repaid, the Company proposes to appoint, replace or terminate one or more of its chief executive officer, its chief financial officer or any other senior executive(s) in charge of its principal business function or its principal subsidiary, the Company will first consult with, and obtain written consent (such consent shall not be unreasonably withheld) from JDZF prior to effecting such appointment, replacement or termination.Going Concern - Several adverse conditions and material uncertainties relating to the Company cast significant doubt upon the going concern assumption which includes the deficiencies in assets and working capital.See section "Liquidity and Capital Resources" of this press release for details.OVERVIEW OF OPERATIONAL DATA AND FINANCIAL RESULTSSummary of Annual Operational Data A Non-International Financial Reporting Standards ("non-IFRS") financial measure. Refer to "Non-IFRS Financial Measures" section. Cash costs of product sold exclude idled mine asset cash costs.Per 200,000 man hours and calculated based on a rolling 12 month average.Overview of Annual Operational DataThe Company recorded an average realised selling price of $53.5 per tonne in 2025 compared to $70.4 per tonne in 2024. The decrease was mainly due to the Company facing headwinds in the China coal market since 2024, leading to the Company changing its product mix to sell a greater percentage of lower-priced coal products. The product mix for 2025 consisted of approximately 8% of premium semi-soft coking coal, 45% of standard semi-soft coking coal/premium thermal coal, 8% of standard thermal coal and 39% of processed coal compared to approximately 13% of premium semi-soft coking coal, 42% of standard semi-soft coking coal/premium thermal coal, 12% of standard thermal coal and 33% of processed coal for 2024.The Company's unit cost of sales of product sold was $53.5 per tonne in 2025 compared to $51.4 per tonne in 2024. The increase was due to the change in product mix year-over-year, as the Company sold more processed coal with higher production costs.There was no lost time injury recorded in 2025, while there was a lost time injury frequency rate of 0.06 in 2024.Summary of Annual Financial Results Revenue and cost of sales related to the Company's Ovoot Tolgoi Mine within the Coal Division operating segment. Refer to note 2 of the selected information from the notes to the consolidated financial statements in this press release for further analysis regarding the Company's reportable operating segments.A non-IFRS financial measure, idled mine asset costs represents the depreciation expense relates to the Company's idled plant and equipment.Overview of Annual Financial ResultsThe Company recorded a $133.2 million loss from operations in 2025 compared to $153.9 million profit from operations in 2024. The decrease was mainly due to the decreased average realised selling price in 2025 as compared to 2024, the change in product mix year-over-year (as the Company sold more processed coal with higher production costs) and impairment losses on coal stockpile and items of property, plant and equipment of $77.3 million and $42.0 million were recorded respectively in 2025.Revenue was $598.8 million in 2025 compared to $493.4 million in 2024. The financial results were impacted by increased sales volume year-over-year, as a result of an expansion of the Company's sales network, diversification of its customer baseand expansion of the categories of coal products in its portfolio.Cost of sales was $598.7 million in 2025 compared to $360.6 million in 2024. The increase in cost of sales was mainly due to increased sales volume year-over-year, the Company expanding into certain categories of processed coal with higher production costs and more sales were made to a farther destination with higher transportation cost.Cost of sales consists of operating expenses, share-based compensation expense, equipment depreciation, depletion of mineral properties, royalties and idled mine asset costs. Operating expenses in cost of sales reflect the total cash costs of product sold (a Non-IFRS financial measure, refer to "Non-IFRS Financial Measures" section of this press release for further analysis) during the year. Operating expenses in cost of sales were $507.9 million in 2025 compared to $288.8 million in 2024. The overall increase in operating expenses was due to the Company expanding into certain categories of processed coal with higher production costs and more sales were made to a farther destination with higher transportation cost.Cost of sales related to idled mine assets in 2025 included $1.2 million related to depreciation expenses for idled equipment (2024: $0.5 million).Other operating income was $1.0 million in 2025 as compared to other operating expenses of $3.7 million in 2024. The amount mainly consisted of foreign exchange gain of $1.5 million, reversal of impairment loss on materials and supplies inventories of $1.2 million and written off of other payables of $6.3 million, which was offset by management fee of $8.3 million. Administration expenses were $14.7 million in 2025 as compared to $13.5 million in 2024. The change was mainly due to higher daily administration fees and increased salaries and benefits as a result of an expansion of operations. The Company continued to minimise evaluation and exploration expenditures in 2025 in order to preserve the Company's financial resources. Evaluation and exploration activities and expenditures in 2025 were limited to ensuring that the Company met the Mongolian Minerals Law requirements in respect of its mining licenses.Finance costs were $37.8 million in both 2025 and 2024, which primarily consisted of interest expense on the $250.0 million Convertible Debenture.Summary of Quarterly Operational Data A non-IFRS financial measure. Refer to section "Non-IFRS Financial Measures". Cash costs of product sold exclude idled mine asset cash costs.Per 200,000 man hours and calculated based on a rolling 12 month average.Overview of Quarterly Operational DataThe Company experienced a decrease in the average selling price of coal from $65.7 per tonne in the fourth quarter of 2024 to $54.8 per tonne in the fourth quarter of 2025, as a result of the Company facing headwinds in the China coal market in 2025. This led the Company to change its product mix to sell a greater percentage of lower-priced coal products. The product mix for the fourth quarter of 2025 consisted of approximately 12% premium semi-soft coking coal, 36% standard semi-soft coking coal/premium thermal coal, 9% standard thermal coal and 43% of processed coal compared to approximately 6% premium semi-soft coking coal, 49% standard semi-soft coking coal/premium thermal coal, 14% standard thermal coal and 31% of processed coal in the fourth quarter of 2024.The Company sold 3.1 million tonnes for the fourth quarter of 2025, compared to 2.7 million tonnes for the fourth quarter of 2024.The Company's unit cost of sales of product sold increased from $48.9 per tonne in the fourth quarter of 2024 to $51.6 per tonne in the fourth quarter of 2025. The increase was mainly due to the Company expanding into certain categories of processed coal with higher production costs.Summary of Quarterly Financial ResultsThe Company's annual financial statements are reported under the IFRS Accounting Standards. The following table provides highlights, extracted from the Company's annual and interim consolidated financial statements, of quarterly financial results for the past eight quarters. Revenue and cost of sales relate to the Company's Ovoot Tolgoi Mine within the Coal Division operating segment. Refer to note 2 of the selected information from the notes to the consolidated financial statements in this press release for further analysis regarding the Company's reportable operating segments.A non-IFRS financial measure, idled mine asset costs represents the depreciation expense relates to the Company's idled plant and equipment.Overview of Quarterly Financial ResultsThe Company recorded a $104.3 million loss from operations in the fourth quarter of 2025 compared to a $79.1 million profit from operations in the fourth quarter of 2024. The decrease was mainly due to the decreased average realised selling price realised in the fourth quarter of 2025 as compared to the same period in 2024, change in product mix, as the Company sold more processed coal with higher production costs and impairment losses on coal stockpile and items of property, plant and equipment of $65.0 million and $42.0 million were recorded respectively in the fourth quarter of 2025.Revenue was $171.9 million in the fourth quarter of 2025 compared to $174.6 million in the fourth quarter of 2024. The Company was able to maintain its revenue amount as a result of an expansion of its sales network, diversification of its customer base and expansion of the categories of coal products in its portfolio.Cost of sales was $162.0 million in the fourth quarter of 2025 compared to $130.1 million in the fourth quarter of 2024. The increase in cost of sales was mainly due to increased sales volume, the Company expanding into certain categories of processed coal with higher production costs and the increase in sales made to further destinations with higher transportation cost.Cost of sales consists of operating expenses, share-based compensation expense, equipment depreciation, depletion of mineral properties, royalties and idled mine asset costs. Operating expenses in cost of sales reflect the total cash costs of product sold (a Non-IFRS financial measure, refer to section "Non-IFRS Financial Measures" for further analysis) during the quarter. Operating expenses in cost of sales were $133.8 million for the fourth quarter of 2025 compared to $105.9 million for the fourth quarter of 2024. The overall increase in operating expenses was due to the Company expanding into certain categories of processed coal with higher production costs and the increase in sales were made to further destinations with higher transportation cost.Cost of sales related to idled mine assets in the fourth quarter of 2025 included $0.3 million related to depreciation expenses for idled equipment (fourth quarter of 2024: $0.2 million).Other operating expenses were $2.0 million for the fourth quarter of 2025 compared to $1.2 million for the fourth quarter of 2024. Administration expenses were $5.1 million in the fourth quarter of 2025 compared to $3.6 million in the fourth quarter of 2024. The change was mainly due to an increase in daily administration expenses and salaries and benefits as a result of an expansion of operations. The Company continued to minimise evaluation and exploration expenditures in the fourth quarter of 2025 in order to preserve the Company's financial resources. Evaluation and exploration activities and expenditures in the fourth quarter of 2025 were limited to ensuring that the Company met the Mongolian Minerals Law requirements in respect of its mining licenses.Finance costs were $10.5 million in the fourth quarter of 2025 compared to $6.9 million in the fourth quarter of 2024, which primarily consisted of interest expense on the $250.0 million Convertible Debenture.LIQUIDITY AND CAPITAL RESOURCESLiquidity and Capital ManagementThe 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 the Company's expansionary plans.Bank LoanOn October 7, 2025, SGS has entered into the 2025 Bank Loan for a principal amount of up to RMB235 million (equivalent to approximately $33.1 million) from the Bank with the key commercial terms as follows:Maturity date set at 18 months from drawdown;Interest rate of 10% per annum on the outstanding principal and interest is calculated on a 365-day year basis;Loan repayments will consist of interest-only payments during the initial 12 months of the Term, followed by principal amortisation payments during months 13 to 18 of the Term;Certain items of property, plant and equipment with carrying amount of $2.2 million, land-use rights and intangible assets were pledged as security for the 2025 Bank Loan; andThe Company intends to use the proceeds of the 2025 Bank Loan to support working capital, operating expenses, taxes and the settlement of accounts payable of SGS.Additional tax and tax penalty imposed by the MTAOn July 18, 2023, SGS received the Notice issued by the MTA stating that the MTA had completed the Audit on the financial information of SGS for the tax assessment years between 2017 and 2020, including transfer pricing, royalty, air-pollution fee and unpaid tax payables. As a result of the Audit, the MTA notified SGS that it is imposing a tax penalty against SGS in the amount of approximately $75.0 million. The penalty mainly relates to the different view on the interpretation of tax law between the Company and the MTA. Under Mongolian law, the Company had a period of 30 days from the date of receipt of the Notice to file an appeal in relation to the Audit. Subsequently the Company engaged an independent tax consultant in Mongolia to provide tax advice and support to the Company and filed an appeal letter in relation to the Audit with the MTA in accordance with Mongolian laws on August 17, 2023.On February 8, 2024, SGS received notice from the TDRC which stated that, after the TDRC's review, the TDRC issued a decision in relation to SGS' appeal of the Audit, and ordered that the audit assessments set forth in the Notice of July 18, 2023 be sent back to the MTA for review and re-assessment.On February 22, 2024, SGS received another notice from the MTA stating that the MTA anticipated commencing the re-assessment process on or about March 7, 2024 and the duration of such process will be approximately 45 working days.On May 15, 2024, SGS received the Revised Notice from the MTA regarding the Re-assessment Result. The re-assessed amount of the tax penalty is approximately $80.0 million. In accordance with applicable Mongolian laws, SGS is entitled to file an appeal to the TDRC regarding the Re-assessment Result within a 30-day period from the date of receiving the Revised Notice.On June 12, 2024, following consultation with its independent tax consultant in Mongolia, SGS submitted an appeal letter to the TDRC regarding the Re-assessment Result, in accordance with applicable Mongolian laws.On January 10, 2025, SGS received the Resolution from the TDRC in response to the appeal letter sent by SGS to the TDRC on June 12, 2024, relating to the Re-assessment Result. As set forth in the Resolution, the TDRC has determined to reduce the re-assessed amount of tax penalty against SGS from approximately $80.0 million to approximately $26.5 million. In accordance with applicable Mongolian laws, SGS is entitled to file an appeal to the Administrative Court of First Instance regarding the Revised Re-assessment Result within a 30-day period from the date of receiving the Resolution. After careful consideration and consultation with the Company's independent tax consultant in Mongolia, the Company has determined not to pursue a further appeal of the Revised Re-assessment Result with the Administrative Court of First Instance.On March 19, 2025, SGS received correspondence from the Administrative Court of First Instance requesting supplemental information regarding a court proceeding initiated by the MTA Officials against the TDRC. Upon further enquiry, SGS obtained a copy of an order dated March 7, 2025 issued by the Administrative Court of First Instance regarding the Proposed Case.On April 25, 2025, SGS obtained a copy of the Latest Court Order issued by the Administrative Court of First Instance refusing to accept the Proposed Case. According to the Latest Court Order, the Proposed Case was dismissed by the Administrative Court of First Instance. According to applicable Mongolian laws, the plaintiff is entitled to file an appeal to the appellate court, and the Company understood that the MTA Officials, as plaintiff in the Proposed Case, filed an appeal.On June 9, 2025, SGS obtained the Appellate Court Judgement issued by the Appellate Court. As per the Appellate Court Judgement, the Appellate Court upheld the court order issued by the Judge of the Administrative Court of First Instance on April 15, 2025. As a result, the claim brought by the MTA Officials against the TDRC in an attempt to dispute or overturn the previous decision made by the TDRC regarding the Re-assessment Result has been dismissed and rejected. According to applicable Mongolian law, the Appellate Court Judgement shall be final and is not subject to further appeal.In the prior year, the Company recorded an additional tax and tax penalty in the amount of $45.5 million, which consists of a tax penalty payable of $26.5 million and a provision for additional late tax penalty of $19.0 million. As a result of the Revised Re-assessment Result, the Company recorded a reversal of additional tax and tax penalty of $48.5 million in 2024. To date, the Company has paid the MTA an aggregate of $22.2 million in relation to the aforementioned tax penalty. The Company anticipates paying down the outstanding amount of the tax and tax penalty from cash generated from operations in the normal course. According to Mongolian tax law, the MTA has a legal authority to demand payment of the outstanding amount of the Revised Re-assessment Result from the Company at its discretion.Going concern considerationsThe Company's consolidated financial statements have been prepared on a going concern basis which assumes that the Company will continue to operate until at least December 31, 2026 and will be able to realise 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 sufficient liquidity.Several adverse conditions and material uncertainties cast significant doubt upon the Company's ability to continue as a going concern and the going concern assumption used in the preparation of the Company's consolidated financial statements. The Company had a deficiency in assets of $227.2 million as at December 31, 2025 as compared to a deficiency in assets of $49.8 million as at December 31, 2024 while the working capital deficiency (excess current liabilities over current assets) reached $337.0 million as at December 31, 2025 as compared to a working capital deficiency of $228.1 million as at December 31, 2024.Included in the working capital deficiency as at December 31, 2025 are significant obligations, represented by trade and other payables of $218.2 million, additional tax and tax penalty of $23.3 million and interest-bearing borrowing of $11.1 million.The Company may not be able to settle all trade and other payables on a timely basis, and as a result any continuing postponement in settling of certain trade and other payables owed to suppliers and creditors may result in potential lawsuits and/or bankruptcy proceedings being filed against the Company. Except as disclosed elsewhere in this press release, no such lawsuits or proceedings were pending as at March 27, 2026. However, there can be no assurance that no such lawsuits or proceedings will be filed by the Company's creditors in the future and the Company's suppliers and contractors will continue to supply and provide services to the Company uninterrupted.In addition, the recent global geopolitical events, particularly the escalation of tensions involving Iran and the US, have significantly pushed up international coal prices in the short term due to increasing energy prices and demand for coal as a substitute for natural gas. However, management notes that coal price trends remain subject to uncertainties related to the duration of such conflicts and broader geopolitical developments. Should the conflict ease or cease, the price momentum driven by supply risk premiums and energy substitution may weaken or even reverse, thereby exposing coal prices to considerable downside uncertainty. Such volatility may affect the Company's operations, including the selling price of its coal product and its production costs.There are significant uncertainties as to the outcomes of the above events or conditions that may cast significant doubt on the Company's ability to continue as a going concern and, therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. Should the use of the going concern basis in preparation of the consolidated financial statements be determined to be not appropriate, adjustments would have to be made to write down the carrying amounts of the Company's assets to their realisable values, to provide for any further liabilities which might arise and to reclassify non-current assets and non-current liabilities as current assets and current liabilities, respectively. The effects of these adjustments have not been reflected in the consolidated financial statements. If the Company is unable to continue as a going concern, it may be forced to seek relief under applicable bankruptcy and insolvency legislation.For the purpose of assessing the appropriateness of the use of the going concern basis to prepare the consolidated financial statements, management of the Company has prepared a cash flow projection covering a period of 12 months from December 31, 2025. The cash flow projection has considered the anticipated cash flows to be generated from the Company's business during the period under projection including cost saving measures. In particular, the Company has taken into account the following measures for improvement of the Company's liquidity and financial position, which include: (a) entering into the 2026 March Deferral Agreement on March 23, 2026 for a deferral of the 2026 March Deferred Amounts; (b) communicating with vendors in agreeing repayment plans of the outstanding payable; and (c) considering geopolitical tensions, specifically the Iran-US conflict, which is expected to create a favourable pricing environment during forecast period. Regarding these plans and measures, there is no guarantee that the suppliers would agree the settlement plan as communicated by the Company. Nevertheless, after considering the above, the directors of the Company believe that there will be sufficient financial resources to continue its operations and to meet its financial obligations as and when they fall due in the next 12 months from December 31, 2025 and therefore are satisfied that it is appropriate to prepare the consolidated financial statements on a going concern basis.Significant uncertainties exist regarding the Company's management's ability to achieve its plans as described above. The continued operation of the Company as a going concern depends on the following key factors: the utilisation of financial support from an affiliate of the Company's major shareholder to settle payables, including the additional tax and tax penalty, in a timely manner, and the fluctuations in international coal prices, which are subject to the developments in geopolitical tensions.The outcome of this factor will have a significant impact on the Company's ability to continue operating as a going concern. It is crucial to closely monitor and address these uncertainties to ensure the Company's stability and long-term viability.Factors that impact the Company's liquidity are being closely monitored and include, but are not limited to, restrictions on the Company's ability to import its coal products for sale in China, 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 December 31, 2025, the Company was not subject to any externally imposed capital requirements.Convertible DebentureIn November 2009, the Company entered into a financing agreement with China Investment Corporation (together with its wholly-owned subsidiaries and affiliates, "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 Common Shares) with a maximum term of 30 years. The Convertible Debenture is secured by a first ranking charge over the Company's assets, including shares of its material subsidiaries. The financing was used primarily to support the accelerated investment program in Mongolia and for working capital, repayment of debts, 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 Convertible Debenture into approximately 21.5 million shares at a conversion price of $11.64 (CA$11.88).Deferral Agreements2024 March Deferral AgreementOn March 19, 2024, the Company and JDZF entered into an agreement (the "2024 March Deferral Agreement") pursuant to which JDZF agreed to grant the Company a deferral of (i) the cash and PIK Interest, management fees, and related deferral fees in the aggregate amount of approximately $96.5 million due and payable to JDZF on or before August 31, 2024 pursuant to certain prior deferral agreements dated March 24, 2023 and October 13, 2023; (ii) semi-annual cash interest payment of approximately $7.9 million payable to JDZF on May 19, 2024 under the Convertible Debenture; (iii) semi-annual cash interest payments of approximately $8.1 million payable to JDZF on November 19, 2024 and the $4.0 million in PIK Interest payable to JDZF on November 19, 2024 under the Convertible Debenture; and (iv) management fees in the aggregate amount of $2.2 million payable to JDZF on November 15, 2024 and February 15, 2025, respectively, under the Amended and Restated Cooperation Agreement (collectively, the "2024 March Deferred Amounts").The effectiveness of the 2024 March Deferral Agreement and the respective covenants, agreements and obligations of each party under the 2024 March Deferral Agreement are subject to the Company obtaining the requisite approval of the 2024 March Deferral Agreement from shareholders in accordance with the requirements of applicable Canadian securities laws and Rule 14.33 and Rule 14A.36 of the Listing Rules. The 2024 March Deferral Agreement was approved by the Company's disinterested shareholders through a special meeting of shareholders convened on August 28, 2024.The principal terms of the 2024 March Deferral Agreement are as follows:Payment of the 2024 March Deferred Amounts are deferred until August 31, 2025 (the" 2024 March Deferral Agreement Deferral Date").As consideration for the deferral of the 2024 March Deferred Amounts which relate to the payment obligations arising from the Convertible Debenture, the Company agreed to pay JDZF a deferral fee equal to 6.4% per annum on the outstanding balance of such 2024 March Deferred Amounts, commencing on the date on which each such 2024 March Deferred Amounts would otherwise have been due and payable under the Convertible Debenture.As consideration for the deferral of the 2024 March Deferred Amounts which relate to payment obligations arising from the Amended and Restated Cooperation Agreement, the Company agreed to pay JDZF a deferral fee equal to 1.5% per annum on the outstanding balance of such 2024 March Deferred Amounts commencing on the date on which each such 2024 March Deferred Amounts would otherwise have been due and payable under the Amended and Restated Cooperation Agreement.The 2024 March Deferral Agreement does not contemplate a fixed repayment schedule for the 2024 March Deferred Amounts or related deferral fees. Instead, the 2024 March Deferral Agreement requires the Company to use its best efforts to pay the 2024 March Deferred Amounts and related deferral fees due and payable under the 2024 March Deferral Agreement to JDZF. During the period beginning as of the effective date of the 2024 March Deferral Agreement and ending as of the 2024 March Deferral Agreement Deferral Date, the Company will provide JDZF with monthly updates of its financial status and business operations, and the Company and JDZF will on a monthly basis discuss and assess in good faith the amount (if any) of the 2024 March Deferred Amounts and related deferral fees that the Company may be able to repay to JDZF, having regard to the working capital requirements of the Company's operations and business at such time and with the view of ensuring that the Company's operations and business would not be materially prejudiced as a result of any repayment.If at any time before the 2024 March Deferred Amounts and related deferral fees are fully repaid, the Company proposes to appoint, replace or terminate one or more of its chief executive officer, its chief financial officer or any other senior executive(s) in charge of its principal business function or its principal subsidiary, the Company will first consult with, and obtain written consent (such consent shall not be unreasonably withheld) from JDZF prior to effecting such appointment, replacement or termination.2024 April Deferral AgreementOn April 30, 2024, the Company and JDZF entered into an agreement (the "2024 April Deferral Agreement") pursuant to which JDZF agreed to grant the Company a deferral of the remaining $1.1 million of PIK interest which was payable on November 19, 2022 under the Convertible Debenture, the payment of which was deferred pursuant to a certain prior deferral agreement dated November 11, 2022 (the "November 2022 Deferral Agreement") until November 19, 2023, as well as related deferral fees under the November 2022 Deferral Agreement (collectively, the "2024 April Deferred Amounts").The effectiveness of the 2024 April Deferral Agreement and the respective covenants, agreements and obligations of each party under the 2024 April Deferral Agreement are subject to the Company obtaining the requisite approval of the 2024 April Deferral Agreement from shareholders in accordance with the requirements of applicable Canadian securities laws and Rule 14.33 and Rule 14A.36 of the Listing Rules. The 2024 April Deferral Agreement was approved by the Company's disinterested shareholders through a special meeting of shareholders convened on August 28, 2024.The principal terms of the 2024 April Deferral Agreement are as follows:Payment of the 2024 April Deferred Amounts are deferred until August 31, 2025 (the" 2024 April Deferral Agreement Deferral Date").As consideration for the deferral of the 2024 April Deferred Amounts, the Company agreed to pay JDZF a deferral fee equal to 6.4% per annum on the outstanding balance of such 2024 April Deferred Amounts, commencing on the date on which each such 2024 April Deferred Amounts would otherwise have been due and payable under the Convertible Debenture.The 2024 April Deferral Agreement does not contemplate a fixed repayment schedule for the 2024 April Deferred Amounts or related deferral fees. Instead, the 2024 April Deferral Agreement requires the Company to use its best efforts to pay the 2024 April Deferred Amounts and related deferral fees due and payable under the 2024 April Deferral Agreement to JDZF. During the period beginning as of the effective date of the 2024 April Deferral Agreement and ending as of the 2024 April Deferral Agreement Deferral Date, the Company will provide JDZF with monthly updates of its financial status and business operations, and the Company and JDZF will on a monthly basis discuss and assess in good faith the amount (if any) of the 2024 April Deferred Amounts and related deferral fees that the Company may be able to repay to JDZF, having regard to the working capital requirements of the Company's operations and business at such time and with the view of ensuring that the Company's operations and business would not be materially prejudiced as a result of any repayment.If at any time before the 2024 April Deferred Amounts and related deferral fees are fully repaid, the Company proposes to appoint, replace or terminate one or more of its chief executive officer, its chief financial officer or any other senior executive(s) in charge of its principal business function or its principal subsidiary, the Company will first consult with, and obtain written consent (such consent shall not be unreasonably withheld) from JDZF prior to effecting such appointment, replacement or termination.2025 March Deferral AgreementOn March 20, 2025, the Company and JDZF entered into the 2025 March Deferral Agreement pursuant to which JDZF agreed to grant the Company a deferral of the 2025 March Deferred Amounts.The effectiveness of the 2025 March Deferral Agreement and the respective covenants, agreements and obligations of each party under the 2025 March Deferral Agreement are subject to the Company obtaining the requisite approval of the 2025 March Deferral Agreement from shareholders in accordance with the requirements of applicable Canadian securities laws and Rule 14.33 and Rule 14A.36 of the Listing Rules. The 2025 March Deferral Agreement was approved by the Company's disinterested shareholders at the AGM of shareholders convened on June 27, 2025.The principal terms of the 2025 March Deferral Agreement are as follows:Payment of the 2025 March Deferred Amounts will be deferred until the 2025 March Deferral Agreement Deferral Date.As consideration for the deferral of the 2025 March Deferred Amounts which relate to the payment obligations arising from the Convertible Debenture, the Company agreed to pay JDZF a deferral fee equal to 6.4% per annum on the outstanding balance of such 2025 March Deferred Amounts, commencing on the date on which each such 2025 March Deferred Amounts would otherwise have been due and payable under the Convertible Debenture.As consideration for the deferral of the 2025 March Deferred Amounts which relate to payment obligations arising from the Amended and Restated Cooperation Agreement, the Company agreed to pay JDZF a deferral fee equal to 1.5% per annum on the outstanding balance of such 2025 March Deferred Amounts commencing on the date on which each such 2025 March Deferred Amounts would otherwise have been due and payable under the Amended and Restated Cooperation Agreement.The 2025 March Deferral Agreement does not contemplate a fixed repayment schedule for the 2025 March Deferred Amounts or related deferral fees. Instead, the 2025 March Deferral Agreement requires the Company to use its best efforts to pay the 2025 March Deferred Amounts and related deferral fees due and payable under the 2025 March Deferral Agreement to JDZF. During the period beginning as of the effective date of the 2025 March Deferral Agreement and ending as of the 2025 March Deferral Agreement Deferral Date, the Company will provide JDZF with monthly updates of its financial status and business operations, and the Company and JDZF will on a monthly basis discuss and assess in good faith the amount (if any) of the 2025 March Deferred Amounts and related deferral fees that the Company may be able to repay to JDZF, having regard to the working capital requirements of the Company's operations and business at such time and with the view of ensuring that the Company's operations and business would not be materially prejudiced as a result of any repayment.If at any time before the 2025 March Deferred Amounts and related deferral fees are fully repaid, the Company proposes to appoint, replace or terminate one or more of its chief executive officer, its chief financial officer or any other senior executive(s) in charge of its principal business function or its principal subsidiary, the Company will first consult with, and obtain written consent (such consent shall not be unreasonably withheld) from JDZF prior to effecting such appointment, replacement or termination.2026 March Deferral AgreementOn March 23, 2026, the Company and JDZF entered into the 2026 March Deferral Agreement pursuant to which JDZF agreed to grant the Company a deferral of the 2026 March Deferred Amounts.The effectiveness of the 2026 March Deferral Agreement and the respective covenants, agreements and obligations of each party under the 2026 March Deferral Agreement are subject to the Company obtaining the requisite approval of the 2026 March Deferral Agreement from shareholders in accordance with the requirements of applicable Canadian securities laws and Rule 14.33 and Rule 14A.36 of the Listing Rules. The Company will be seeking approval of the 2026 March Deferral Agreement from disinterested shareholders at the Company's upcoming AGM of shareholders, which will be held at a future date to be set by the Board.The principal terms of the 2026 March Deferral Agreement are as follows:Payment of the 2026 March Deferred Amounts will be deferred until the 2026 March Deferral Agreement Deferral Date.As consideration for the deferral of the 2026 March Deferred Amounts which relate to the payment obligations arising from the Convertible Debenture, the Company agreed to pay JDZF a deferral fee equal to 6.4% per annum on the outstanding balance of such 2026 March Deferred Amounts, commencing on the date on which each such 2026 March Deferred Amounts would otherwise have been due and payable under the Convertible Debenture.As consideration for the deferral of the 2026 March Deferred Amounts which relate to payment obligations arising from the Amended and Restated Cooperation Agreement, the Company agreed to pay JDZF a deferral fee equal to 1.5% per annum on the outstanding balance of such 2026 March Deferred Amounts commencing on the date on which each such 2026 March Deferred Amounts would otherwise have been due and payable under the Amended and Restated Cooperation Agreement.The 2026 March Deferral Agreement does not contemplate a fixed repayment schedule for the 2026 March Deferred Amounts or related deferral fees. Instead, the 2026 March Deferral Agreement requires the Company to use its best efforts to pay the 2026 March Deferred Amounts and related deferral fees due and payable under the 2026 March Deferral Agreement to JDZF. During the period beginning as of the effective date of the 2026 March Deferral Agreement and ending as of the 2026 March Deferral Agreement Deferral Date, the Company will provide JDZF with monthly updates of its financial status and business operations, and the Company and JDZF will on a monthly basis discuss and assess in good faith the amount (if any) of the 2026 March Deferred Amounts and related deferral fees that the Company may be able to repay to JDZF, having regard to the working capital requirements of the Company's operations and business at such time and with the view of ensuring that the Company's operations and business would not be materially prejudiced as a result of any repayment.If at any time before the 2026 March Deferred Amounts and related deferral fees are fully repaid, the Company proposes to appoint, replace or terminate one or more of its chief executive officer, its chief financial officer or any other senior executive(s) in charge of its principal business function or its principal subsidiary, the Company will first consult with, and obtain written consent (such consent shall not be unreasonably withheld) from JDZF prior to effecting such appointment, replacement or termination.Amendment of Convertible DebentureOn May 13, 2024, the Company and JDZF entered into an amendment agreement (the "Convertible Debenture Amendment") to amend certain terms of the Convertible Debenture.Pursuant to the Convertible Debenture Amendment, the Company may, by resolution of the Board of the Company, at any time and from time to time prepay, without penalty, the whole or any part of the principal amount outstanding under the Convertible Debenture, together with accrued cash interest and PIK interest thereon to the date of prepayment, provided that:the Company has, not later than three (3) business days prior to the proposed prepayment date, delivered to JDZF an irrevocable written notice, signed by an independent director of the Company and setting out the terms of the prepayment;the amount of such prepayment reduces the then outstanding principal amount under the Convertible Debenture by an amount that is (a) not less than $500,000 and (b) if in excess of $500,000, an integral multiple of $500,000; andthe proposed prepayment date falls on a business day.The Company did not provide any additional form of consideration to JDZF in connection with the Convertible Debenture Amendment. Aside from the aforementioned amendments, the existing terms of the Convertible Debenture continue in full force and effect and unchanged.The effectiveness of the Convertible Debenture Amendment is subject to the Company providing notice to, and obtaining acceptance (if required) from the TSX-V and requisite approval from disinterested shareholders of the Company in accordance with the requirements of applicable Canadian securities laws and Listing Rules. The Convertible Debenture Amendment was approved by the Company's disinterested shareholders through a special meeting of shareholders convened on August 28, 2024.Ovoot Tolgoi Mine Impairment AnalysisThe Company determined that an indicator of impairment existed for its Ovoot Tolgoi Mine cash generating unit ("CGU") as at December 31, 2025. The impairment indicator was the uncertainty of future coal price in China.During the year, its Ovoot Tolgoi Mine CGU in the mining operation was suffered from the decline of coal selling price, which had an adverse impact on the projected value in use of the operation concerned and consequently resulted in an impairment loss recorded on the CGU of $42.0 million. The pre-tax discount rate used to measure the CGU's value in use was 22.8%.The Company conducted an impairment test whereby the carrying value of the Company's Ovoot Tolgoi Mine CGU was compared to the recoverable amount (being the "value in use") 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 prices, sales volumes, washing production, operating costs and life of mine coal production estimates as at December 31, 2025. The carrying value of the Company's Ovoot Tolgoi Mine CGU was $206.9 million as at December 31, 2025.The recoverable amounts of all the above CGUs have been determined from value in use calculations based on cash flow projections from formally approved budgets covering limited license period.Key estimates and assumptions in the valuation model included the following:Coal resources and reserves as estimated by an independent third-party mining consulting firm;Sales price estimates from an independent market consulting firm;Forecasted sales volumes in line with production levels as reference to the mine plan;Life-of-mine coal production, strip ratio, capital costs and operating costs; andA pre-tax discount rate of 22.8% based on an analysis of the market, country and asset specific factors.Operating margins have been based on past experience and future expectations in the light of anticipated economic and market conditions. Discount rates are based on the Company's beta adjusted to reflect management's assessment of specific risks related to the CGU. Growth rates are based on economic data pertaining to the region concerned.Key sensitivities in the valuation model are as follows:For each 1% increase/(decrease) in the long term price estimates, the calculated fair value of the CGU increases/(decreases) by approximately $11.3/(11.4) million;For each 1% increase/(decrease) in the post-tax discount rate, the calculated fair value of the CGU (decreases)/increases by approximately $(8.9)/9.4 million;For each 1% increase/(decrease) in the cash mining cost estimates, the calculated fair value of the CGU (decreases)/increases by approximately $(7.8)/7.7 million; andFor each 1% increase/(decrease) in Mongolian inflation rate, the calculated fair value of the CGU (decreases)/increases by approximately $(4.2)/4.1 million.If any one of the following changes were made to the above key assumptions, the carrying amount and recoverable amount would be equal.REGULATORY ISSUES AND CONTINGENCIESLawsuitIn January 2014, Siskinds LLP, a Canadian law firm, filed the Class Action against the Company, certain of its former senior officers and directors, and the Former Auditors, in the Ontario Court in relation to the Company's Restatement.To commence and proceed with the Class Action, the plaintiff was required to seek a Leave Motion and certify the action as a class proceeding under the Ontario Class Proceedings Act. The Ontario Court rendered its decision on the Leave Motion on November 5, 2015, dismissing the action against the former senior officers and directors and allowing the action to proceed against the Company in respect of alleged misrepresentation affecting trades in the secondary market for the Company's securities arising from the Restatement. The action against the Former Auditors was settled by the plaintiff on the eve of the Leave Motion.Both the plaintiff and the Company appealed the Leave Motion decision to the Ontario Court of Appeal. On September 18, 2017, the Ontario Court of Appeal dismissed the Company's appeal of the Leave Motion to permit the plaintiff to commence and proceed with the Class Action. Concurrently, the Ontario Court of Appeal granted leave for the plaintiff to proceed with their action against the former senior officers and directors in relation to the Restatement.The Company filed an application for leave to appeal to the Supreme Court of Canada in November 2017, but the leave to appeal to the Supreme Court of Canada was dismissed in June 2018.In December 2018, the parties agreed to a consent Certification Order, whereby the action against the former senior officers and directors was withdrawn and the Class Action would only proceed against the Company, creating the Class Plaintiffs and permitting the Class Plaintiffs to proceed with the Class Action against only the Company.Counsel for the plaintiffs and defendant have: (i) completed document production and oral examinations for discovery; (ii) served expert reports on liability and damages; and (iii) designed a mediation process and finalised, with the participation of the relevant Company's insurers, the Mediation, which was held and completed on August 11, 2025.As a result of the Mediation, the Class Plaintiffs and the Company have conditionally settled the Class Action for CA$6.8 million, including all liability and class counsel fees, notice and administrative costs, fees, costs and expenses related to the litigation and the settlement (the "Settlement Payments"). The Settlement Payments are the obligation of the Company's insurers as of January 2014.The Settlement was approved by Justice Morgan of the Ontario Superior Court of Justice on December 2, 2025. No appeals have been filed and the time to file an appeal has expired.No provision for this matter is required as at December 31, 2025 and 2024.Special Needs Territory in UmnugobiOn February 13, 2015, the Soumber mining licenses (MV-016869, MV-020436 and MV-020451) (the "License Areas") were included into a special protected area (to be further referred as Special Needs Territory, the "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 12th Court for Administrative Cases of First Instance (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 unless and until the Company obtains a court order restoring the Soumber mining licenses and until the License Areas are removed from the SNT.On July 24, 2021, SGS was notified by the Implementing Agency of Mongolian Government that the license area covered by two mining licenses (MV-016869 and MV-020451) are no longer overlapping with the SNT. The Company will continue to work with the Mongolian authorities regarding the license area covered by the mining license (MV-020436).On December 7, 2023, the Citizen representative Khural of Gurvantes soum held a meeting and passed a resolution (the "Gurvantes Soum Resolution") claiming that the License Areas were part of local special needs protection area. A request letter was sent to Mineral Resources and Petroleum Authority of Mongolia ("MRPAM") on January 4, 2024.On January 11, 2024, MRPAM issued an official letter to the Citizen representative Khural of Gurvantes soum and concluded that request was not reasonable and the License Areas will not be registered on the Cadastre mapping system.On June 18, 2024, the Court of First Instance in Umnugobi Province reviewed the above subject matter in which SGS is the plaintiff and Citizen's Representative Meetings of Gurvantes soum is the defendant. The Court of First Instance determined that the claims made by Citizen's Representative Meetings of Gurvantes soum relating to the License Areas as set forth in the Gurvantes Soum Resolution were invalid. Citizen's Representative Meetings of Gurvantes soum has since applied to the Court of Appeals for an appeal of the Court of First Instance's decision.On September 12, 2024, the Court of Appeals reviewed the appeal made by Citizen's Representative Meetings of Gurvantes soum and determined that the appeal was invalid. Citizen's Representative Meetings of Gurvantes soum did not apply to the Supreme Court of Mongolia for an appeal of the Court of Appeals' decision upon the expiry of the application deadline. As a result, the decision made by the Court of Appeals is final and conclusive.Tax LegislationMongolian tax, currency and customs legislation is subject to varying interpretation, and changes which can occur frequently. Management's interpretation of such legislation as applied to the transactions and activity of the Company may be challenged by the relevant authorities. The MTA may take a more assertive position in their interpretation of the legislation and assessments, and it is possible that transactions and activities that have not been challenged in the past may be challenged by tax authorities. As a result, significant additional taxes, penalties and interest may be assessed. Fiscal periods remain open to review by the authorities in respect of taxes for five calendar years preceding the year of review. Under certain circumstances reviews may cover longer periods.The Mongolian tax legislation does not provide definitive guidance in certain areas, specifically in areas such as VAT, withholding tax, corporate income tax, personal income tax, transfer pricing and other areas. From time to time, the Company adopts interpretations of such uncertain areas that reduce the overall tax rate of the Company. As noted above, such tax positions may come under heightened scrutiny as a result of recent developments in administrative and court practices. The impact of any challenge by the tax authorities cannot be reliably estimated; however, it may be significant to the financial position and/or the overall operations of the entity.Management believes that its interpretation of relevant legislation is appropriate and the Company's positions related to tax and other legislation will be sustained. However, the Company may be impacted if such unfavourable event occurs. Management regularly performs re-assessment of tax risk and its position may change in the future as a result of the change in conditions that cannot be anticipated with sufficient certainty at present.On March 19, 2025, SGS received correspondence from the Administrative Court of First Instance requesting supplemental information regarding a court proceeding initiated by the MTA Officials against the TDRC. Upon further enquiry, SGS obtained a copy of an order dated March 7, 2025 issued by the Administrative Court of First Instance regarding the Proposed Case.On April 25, 2025, SGS obtained a copy of the Latest Court Order issued by the Administrative Court of First Instance refusing to accept the Proposed Case. According to the Latest Court Order, the Proposed Case was dismissed by the Administrative Court of First Instance. According to applicable Mongolian laws, the plaintiff is entitled to file an appeal to the appellate court, and the Company understood that the MTA Officials, as plaintiff in the Proposed Case, filed an appeal.On June 9, 2025, SGS obtained the Appellate Court Judgement issued by the Appellate Court. As per the Appellate Court Judgement, the Appellate Court upheld the court order issued by the Judge of the Administrative Court of First Instance on April 15, 2025. As a result, the claim brought by the MTA Officials against the TDRC in an attempt to dispute or overturn the previous decision made by the TDRC regarding the Re-assessment Result has been dismissed and rejected. According to applicable Mongolian law, the Appellate Court Judgement shall be final and is not subject to further appeal.In the prior year, the Company has recorded an additional tax and tax penalty in the amount of $45.5 million, which consists of a tax penalty payable of $26.5 million and a provision for additional late tax penalty of $19.0 million. As a result of the Revised Re-assessment Result, the Company recorded a reversal of additional tax and tax penalty of $48.5 million in 2024. To date, the Company has paid the MTA an aggregate of $22.2 million in relation to the aforementioned tax penalty, as more particularly detailed under section "Liquidity and Capital Resources" of this press release under the heading entitled "Additional Tax and Tax Penalty Imposed by the MTA".Management will continue to assess whether any subsequent event may impact the amount of the additional tax and tax penalty, in which case an adjustment would be recognised in profit or loss and the carrying amount of the tax liabilities shall be adjusted.TRANSPORTATION INFRASTRUCTUREOn 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") with an exclusive right of ownership of the Paved Highway for 30 years. The Company has an indirect 40% interest in RDCC LLC through its Mongolian subsidiary SGS. The toll rate is MNT 1,800 per tonne.The Paved Highway has a carrying capacity in excess of 20 million tonnes of coal per year.For the three months and the year ended December 31, 2025, RDCC LLC recognised toll fee revenue of $5.0 million (2024: $3.1 million) and $16.4 million (2024: $12.9 million), respectively.PLEDGE OF ASSETSAs at December 31, 2025, most of the Company's mobile equipment and other operating equipment with carrying amount of $12.1 million (December 31, 2024: $11.4 million) were pledged as securities of convertible debenture, and buildings with carrying amount of $2.2 million (December 31, 2024: $nil) were pledged as securities of interest-bearing borrowing.PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANYNeither the Company, nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities (including sale of treasury shares within the meaning of the Listing Rules) during the year ended December 31, 2025. The Company did not hold any treasury shares as at December 31, 2025.COMPLIANCE WITH CORPORATE GOVERNANCEThe Company has, throughout the year ended December 31, 2025, applied the principles and complied with the requirements of its corporate governance practices as defined by the Board and all applicable statutory, regulatory and stock exchange listings standards, which include the code provisions set out in the Corporate Governance Code (the "Corporate Governance Code") contained in Appendix C1 to the Listing Rules, except for the following:Pursuant to Section C.2 under Part 2 of the Corporate Governance Code, the chairman of the Board (the "Chairman") should be responsible for the overall management of the Board. The Company has not had a Chairman since November 2017. The Board has appointed an Independent Lead Director, who is fulfilling the duties of the Chairman;Pursuant to code provision F.1.3 under Part 2 of the Corporate Governance Code, the Chairman of the Board should attend the AGM. Mr. Yingbin Ian He, an independent non-executive director ("INED") and the Lead Director, attended and acted as Chairman of the Company's AGM held on June 27, 2025 (Hong Kong) to ensure effective communication with shareholders of the Company.Pursuant to code provision C.2.7 under Part 2 of the Corporate Governance Code, the Chairman of the Board should at least annually hold meetings with the INEDs without the presence of other directors. During the year ended December 31, 2025, one (1) meeting between the Independent Lead Director, who is fulfilling the duties of the Chairman, and INED was held. Additionally, during the year ended December 31, 2025, four (4) meetings between the Independent Lead Director and the non-executive directors were held. The opportunity for such communication channel is provided at the end of each Board meeting.SECURITIES TRANSACTIONS BY DIRECTORSThe Company has adopted policies regarding directors' securities transactions in its Corporate Disclosure, Confidentiality and Securities Trading Policy that have terms that are no less exacting than those set out in the Model Code for Securities Transactions by Directors of Listed Issuers contained in Appendix C3 to the Listing Rules ("Model Code").In response to a specific enquiry made by the Company on each of the directors, all directors confirmed that they had complied with the required standards as set out in the Model Code and the Company's Corporate Disclosure, Confidentiality and Securities Trading Policy throughout the year ended December 31, 2025.Furthermore, if a Director (a) enters into a transaction involving securities of the Company or, for any other reason, the direct or indirect beneficial ownership of, or control or direction over, securities of the Company changes from that shown or required to be shown in the latest insider report filed by the Director, or (b) enters into a transaction involving a related financial instrument, the Director must, within the prescribed period, file (i) an insider report in the required form on the System for Electronic Disclosure by Insiders website (www.sedi.ca) operated by the Canadian Securities Administrators and (ii) a Disclosure of Interest Form with the HKEX.A "related financial instrument" is defined as: (a) an instrument, agreement, security or exchange contract, the value, market price or payment obligations of which is/are derived from, referenced to or based on the value, market price or payment obligations of a security, or (b) any other instrument, agreement or understanding that affects, directly or indirectly, a person's economic interest in respect of a security or an exchange contract.SIGNIFICANT INVESTMENTSExcept for investments in a joint venture and associates, the Company had no significant investments held as at December 31, 2025.MATERIAL ACQUISITION AND DISPOSAL OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATESThe Company did not have any material acquisition or disposal of subsidiaries, joint ventures and associates during year ended December 31, 2025.FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETSThere was no specific plan for material investments or capital assets as at December 31, 2025.OUTLOOKThe global coal market continues to face structural shifts amid evolving geopolitical and economic conditions. Although international trade tensions have moderated compared with previous years, uncertainties persist due to fluctuating commodity prices, energy transition policies, and regional security concerns. China's ongoing efforts to balance energy security with environmental commitments will continue to shape demand patterns, with coal expected to remain a critical component of its energy mix in the near term.The strategic partnership between China and Mongolia, particularly under the frameworks of the Belt and Road Initiative and Mongolia's "New Revival Policy", continues to deepen. Significant investments in cross-border infrastructure, including the ongoing expansion and modernisation of railway networks and border ports, are progressively reducing logistical bottlenecks and enhancing efficiency. These advancements are expected to strengthen the competitiveness of Mongolian coking coal in the Chinese market by improving transit efficiency and lowering overall landed costs.At the same time, challenges persist. China's property sector remains under pressure, and infrastructure investment is being carefully managed, which may constrain steel production and, in turn, coking coal demand.Against this backdrop, the Company remains cautiously optimistic about the China coal market, as coal continues to be regarded as the primary energy source on which China will rely in the foreseeable future. Coal supply and imports in China are expected to remain limited due to increasingly stringent environmental and safety requirements, which may contribute to volatility in domestic coal prices. The Company will continue to closely monitor market developments and respond proactively to changing conditions.With the continuous assistance and support from JDZF, the Company will focus on expanding its market reach and customer base in China to improve the profit margin earned on its coal products.In 2026, the Company will continue to scale up mining operations and enhance coal processing capabilities to deliver higher product quality and meet evolving customer demands. Initiatives to strengthen spare parts management will be advanced to improve maintenance efficiency and ensure reliable, uninterrupted mining operations. At the same time, the Company will deploy advanced remote-control systems, optimise transport routes, and further expand the use of electric locomotives to enhance the efficiency and capacity of cross-border transportation, ensuring alignment with production growth.In the medium term, the Company will gradually equip mining operations with remote-control functionality, progressively advancing toward unmanned work sites. This transformation will raise safety standards while addressing labor shortages that constrain capacity expansion. In addition, the Company will continue to adopt various strategies to enhance its product mix in order to maximise revenue, expand its customer base and sales network, improve logistics, optimise its operational cost structure and, most importantly, operate in a safe and socially responsible manner.The Company's objectives for the medium term are as follows:Enhance product mix - The Company will focus on improving the product mix by: (i) improving mining operations; (ii) utilising the Company's dry and wet coal processing plants; and (iii) trading and blending different types of coal to produce blended coal products that are economical to the Company.Expand market reach and customer base - The Company will endeavor to increase sales volume and sales price by: (i) expanding its sales network and diversifying its customer base; (ii) increasing its coal logistics capacity to resolve the bottleneck in the distribution channel; and (iii) setting and adjusting the sales price based on a more market-oriented approach in order to maximise profit while maintaining sustainable long-term business relationships with customers.Increase production and optimise cost structure - The Company will aim to increase coal production volume to take advantage of economies of scale. The Company will also focus on reducing its production costs and optimising its cost structure through engaging sizable third-party contract mining companies to enhance its operation efficiency, strengthening procurement management, ongoing training and productivity enhancement.Operate in a safe and socially responsible manner - The Company will continue to maintain the highest standards in health, safety and environmental performance and operate in a corporate socially responsible manner.In the long term, the Company will continue to focus on creating and maximising shareholders value by leveraging its key competitive strengths, including: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.A large reserves base- The Ovoot Tolgoi Deposit and Soumber Deposit have mineral reserves of at least 80.57 million tonnes.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.Bridge between China and Mongolia - The Company is well-positioned to capture the resulting business opportunities between China and Mongolia, and have a strong operational record for the past decade in Mongolia. The Company will seek assistance and support from its two largest shareholders, which are both experienced coal mining enterprises in China.NON-IFRS FINANCIAL MEASURESCash CostsThe 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, impairment 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 Accounting Standards 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 utilised in the mining industry.The following table provides a reconciliation of the cash costs of product sold disclosed for the three months and year ended December 31, 2025 and December 31, 2024. The cash costs of product sold presented below may differ from cash costs of product produced depending on the timing of coal stockpile inventory turnover and impairment of coal stockpile inventories from prior periods. The cash cost of product sold per tonne was increased from $41.1 in 2024 to $45.4 in 2025. The increase was due to the Company expanding into certain categories of processed coal with higher production costs and the increase in sales made to further destinations with higher transportation cost.Idled Mine Asset CostsThe Company uses idled mine asset costs to describe the cost incurred during idled mine period. Idled mine asset costs include share-based compensation expense, impairment of coal stockpile inventories, depreciation and depletion of property, plant and equipment and mineral properties. The Company uses this performance measure to monitor its gross profit internally and believes this measure provides investors and analysts with useful information about the Company's underlying gross profit. The Company believes that conventional measures of performance prepared in accordance with IFRS Accounting Standards do not fully illustrate the ability of its mining operations to generate cash flows. This performance measure is commonly utilised in the mining industry.The following table provides a reconciliation of the gross profit disclosed for the three months and year ended December 31, 2025 and December 31, 2024. Consolidated Statement of Comprehensive Income(Expressed in thousands of USD, except for per share amounts) Consolidated Statement of Financial Position(Expressed in thousands of USD) Consolidated Statement of Cash Flows(Expressed in thousands of USD) SELECTED INFORMATION FROM THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAdditional information required by the HKEX and not disclosed elsewhere in this press release is as follows. All amounts are expressed in thousands of USD and shares and options in thousands, unless otherwise indicated.1. BASIS OF PREPARATION1.1 Corporate information and liquidityThe Company's consolidated financial statements have been prepared on a going concern basis which assumes that the Company will continue to operate until at least December 31, 2026 and will be able to realise 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 sufficient liquidity.Several adverse conditions and material uncertainties cast significant doubt upon the Company's ability to continue as a going concern and the going concern assumption used in the preparation of the Company's consolidated financial statements. The Company had a deficiency in assets of $227,235 as at December 31, 2025 as compared to a deficiency in assets of $49,843 as at December 31, 2024 while the working capital deficiency (excess current liabilities over current assets) reached $336,961 as at December 31, 2025 as compared to a working capital deficiency of $228,134 as at December 31, 2024.Included in the working capital deficiency as at December 31, 2025 are significant obligations, represented by trade and other payables of $218,167, additional tax and tax penalty of $23,276 and interest-bearing borrowing of $11,136.The Company may not be able to settle all trade and other payables on a timely basis, and as a result any continuing postponement in settling of certain trade and other payables owed to suppliers and creditors may result in potential lawsuits and/or bankruptcy proceedings being filed against the Company. Except as disclosed elsewhere in this press release, no such lawsuits or proceedings were pending as at March 27, 2026. However, there can be no assurance that no such lawsuits or proceedings will be filed by the Company's creditors in the future and the Company's suppliers and contractors will continue to supply and provide services to the Company uninterrupted.In addition, the recent global geopolitical events, particularly the escalation of tensions involving Iran and the US, have significantly pushed up international coal prices in the short term due to increasing energy prices and demand for coal as a substitute for natural gas. However, management notes that coal price trends remain subject to uncertainties related to the duration of such conflicts and broader geopolitical developments. Should the conflict ease or cease, the price momentum driven by supply risk premiums and energy substitution may weaken or even reverse, thereby exposing coal prices to considerable downside uncertainty. Such volatility may affect the Company's operations, including the selling price of its coal product and its production costs.There are significant uncertainties as to the outcomes of the above events or conditions that may cast significant doubt on the Company's ability to continue as a going concern and, therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. Should the use of the going concern basis in preparation of the consolidated financial statements be determined to be not appropriate, adjustments would have to be made to write down the carrying amounts of the Company's assets to their realisable values, to provide for any further liabilities which might arise and to reclassify non-current assets and non-current liabilities as current assets and current liabilities, respectively. The effects of these adjustments have not been reflected in the consolidated financial statements. If the Company is unable to continue as a going concern, it may be forced to seek relief under applicable bankruptcy and insolvency legislation.For the purpose of assessing the appropriateness of the use of the going concern basis to prepare the consolidated financial statements, management of the Company has prepared a cash flow projection covering a period of 12 months from December 31, 2025. The cash flow projection has considered the anticipated cash flows to be generated from the Company's business during the period under projection including cost saving measures. In particular, the Company has taken into account the following measures for improvement of the Company's liquidity and financial position, which include: (a) entering into the 2026 March Deferral Agreement on March 23, 2026 for a deferral of the 2026 March Deferred Amounts; (b) communicating with vendors in agreeing repayment plans of the outstanding payable; and (c) considering geopolitical tensions, specifically the Iran-US conflict, which is expected to create a favourable pricing environment during forecast period. Regarding these plans and measures, there is no guarantee that the suppliers would agree the settlement plan as communicated by the Company. Nevertheless, after considering the above, the directors of the Company believe that there will be sufficient financial resources to continue its operations and to meet its financial obligations as and when they fall due in the next 12 months from December 31, 2025 and therefore are satisfied that it is appropriate to prepare the consolidated financial statements on a going concern basis.Significant uncertainties exist regarding the Company's management's ability to achieve its plans as described above. The continued operation of the Company as a going concern depends on the following key factors: the utilisation of the financial support from an affiliate of the Company's major shareholder to settle payables, including the additional tax and tax penalty, in a timely manner, and the fluctuations in international coal prices, which are subject to the developments in geopolitical tensions.The outcome of this factor will have a significant impact on the Company's ability to continue operating as a going concern. It is crucial to closely monitor and address these uncertainties to ensure the Company's stability and long-term viability.Factors that impact the Company's liquidity are being closely monitored and include, but are not limited to, restrictions on the Company's ability to import its coal products for sale in China, 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 December 31, 2025 and December 31, 2024, the Company was not subject to any externally imposed capital requirements.1.2 Statement of complianceThe consolidated financial statements, including comparatives, have been prepared in accordance with IFRS Accounting Standards and International Accounting Standards ("IAS Standards") issued by the IASB and Interpretations (collectively "IFRS Accounting Standards") and the disclosure requirements of the Hong Kong Companies Ordinance. In addition, the consolidated financial statements include applicable disclosures required by the Listing Rules.1.3 Basis of presentationThe consolidated financial statements of the Company for the year ended December 31, 2025 were approved and authorised for issue by the Board on March 27, 2026.The consolidated financial statements have been prepared on a historical cost basis except for certain financial assets and financial liabilities which are measured at fair value.1.4 Basis of consolidationThe consolidated financial statements include the financial statements of SouthGobi and its major controlled subsidiaries.The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate. All intercompany transactions, balances, income and expenses are eliminated on consolidation.The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.1.5 Adoption of new and revised standards and interpretationsThe following new IFRS Accounting Standards and interpretations were adopted by the Company on January 1, 2025.Amendments to IAS 21Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1, IAS 8, IAS 36 and IAS 37Lack of ExchangeabilityDisclosure about Uncertainties in the Financial StatementsThere have been no new IFRS Accounting Standards or IFRIC interpretations that have a material impact on the Company's results and financial position for the year ended December 31, 2025. The Company has not early applied any new or amended IFRS Accounting Standards that is not yet effective for the year ended December 31, 2025.2. SEGMENT INFORMATIONThe Company's Chief Executive Officer (chief operating decision maker) reviews the financial information in order to make decisions about resources to be allocated to the segment and to assess its performance. No operating segment identified by the Board has been aggregated in arriving at the reporting segments of the Company. For management's purpose, the Company has only one reportable operating segment, which is the coal division. The division is principally engaged in coal mining, development and exploration in Mongolia, and logistics and trading of coal in China and Mongolia for the years ended December 31, 2025 and 2024.The Company's resources are integrated and as a result, no discrete operating segment financial information is available. Since this is the only reportable and operating segment of the Company, no further analysis thereof is presented. All the revenue of the Company is generated from trading of coal for the years ended December 31, 2025 and 2024.During the years ended December 31, 2025 and 2024, the Coal Division had 103 and 78 active customers, respectively. 1 customer with revenue contributed over 10% of the total revenue during the year ended December 31, 2025 and is accounting for 17% ($100,000) of the total revenue. 1 customer with revenue contributed over 10% of the total revenue during the year ended December 31, 2024 and is accounting for 15% ($74,434) of the total revenue.3. REVENUERevenue represents the value of goods sold which arises from the trading of coal. The Company recognises all revenue from the trading of coal at a point in time when the customer obtains control of the goods or services. 4. EXPENSES BY NATUREThe Company's profit/(loss) before tax is arrived at after charging/(crediting):5. COST OF SALESThe Company's cost of sales consists of the following amounts: Cost of sales related to idled mine assets for the year ended December 31, 2025 includes $1,239 of depreciation expense (2024: $496). The depreciation expense relates to the Company's idled plant and equipment.Cost of inventories recognised as expense in cost of sales for the year ended December 31, 2025 totaled $463,526 (2024: $231,543).6. OTHER OPERATING EXPENSES/(INCOME), NETThe Company's other operating expenses/(income), net consist of the following amounts: 7. ADDITIONAL TAX AND TAX PENALTYOn July 18, 2023, SGS received the Notice issued by the MTA stating that the MTA had completed the Audit on the financial information of SGS for the tax assessment years between 2017 and 2020, including transfer pricing, royalty, air-pollution fee and unpaid tax payables. As a result of the Audit, the MTA has notified SGS that it is imposing a tax penalty against SGS in the amount of approximately $74,990. The penalty mainly relates to the different view on the interpretation of tax law between the Company and the MTA. Under Mongolian law, the Company had a period of 30 days from the date of receipt of the Notice to file an appeal in relation to the Audit. Subsequently the Company engaged an independent tax consultant in Mongolia to provide tax advice and support to the Company and filed an appeal letter in relation to the Audit with the MTA in accordance with Mongolian laws on August 17, 2023.On February 8, 2024, SGS received notice from the TDRC which stated that, after the TDRC's review, the TDRC issued a decision in relation to SGS' appeal of the Audit, and ordered that the audit assessments set forth in the Notice of July 18, 2023 be sent back to the MTA for review and re-assessment.On February 22, 2024, SGS received another notice from the MTA stating that the MTA anticipates commencing the re-assessment process on or about March 7, 2024 and the duration of such process will be approximately 45 working days.On May 15, 2024, SGS received the Revised Notice from the MTA regarding the Re-assessment Result. The re-assessed amount of the tax penalty is approximately $80,000. In accordance with applicable Mongolian laws, SGS is entitled to file an appeal to the TDRC regarding the Re-assessment Result within a 30-day period from the date of receiving the Revised Notice.On June 12, 2024, following consultation with its independent tax consultant in Mongolia, SGS has submitted an appeal letter to the TDRC regarding the Re-assessment Result, in accordance with applicable Mongolian laws.On January 10, 2025, SGS received the Resolution from the TDRC in response to the appeal letter sent by SGS to the TDRC on June 12, 2024, relating to the Re-assessment Result. As set forth in the Resolution, the TDRC has determined to reduce the re-assessed amount of tax penalty against SGS from approximately $80,000 to approximately $26,500. In accordance with applicable Mongolian laws, SGS is entitled to file an appeal to the Administrative Court of First Instance regarding the Revised Re-assessment Result within a 30-day period from the date of receiving the Resolution. After careful consideration and consultation with the Company's independent tax consultant in Mongolia, the Company has determined not to pursue a further appeal of the Revised Re-assessment Result with the Administrative Court of First Instance.On March 19, 2025, SGS received correspondence from the Administrative Court of First Instance requesting supplemental information regarding a court proceeding initiated by MTA Officials against the TDRC. Upon further enquiry, SGS obtained a copy of an order dated March 7, 2025 issued by the Administrative Court of First Instance regarding the Proposed Case.On April 25, 2025, SGS obtained a copy of the Latest Court Order issued by the Administrative Court of First Instance refusing to accept the Proposed Case. According to the Latest Court Order, the Proposed Case was dismissed by the Administrative Court of First Instance. According to applicable Mongolian laws, the plaintiff is entitled to file an appeal to the appellate court, and the Company understood that the MTA Officials, as plaintiff in the Proposed Case, filed an appeal.On June 9, 2025, SGS obtained the Appellate Court Judgement issued by the Appellate Court. As per the Appellate Court Judgement, the Appellate Court upheld the court order issued by the Judge of the Administrative Court of First Instance on April 15, 2025. As a result, the claim brought by the MTA Officials against the TDRC in an attempt to dispute or overturn the previous decision made by the TDRC regarding the Re-assessment Result has been dismissed and rejected. According to applicable Mongolian law, the Appellate Court Judgement shall be final and is not subject to further appeal.In the prior year, the Company has recorded an additional tax and tax penalty in the amount of $45,477, which consists of a tax penalty payable of $26,527 and a provision for additional late tax penalty of $18,950. As a result of the Revised Re-assessment Result, the Company recorded a reversal of additional tax and tax penalty of $48,463 in 2024. To date, the Company has paid the MTA an aggregate of $22,201 in relation to the aforementioned tax penalty. The Company anticipates paying down the outstanding amount of the tax and tax penalty from cash generated from operations in the normal course. According to Mongolian tax law, the MTA has a legal authority to demand payment of the outstanding amount of the Revised Re-assessment Result from the Company at its discretion. 8. FINANCE COSTS AND INCOMEThe Company's finance costs consist of the following amounts: The Company's finance income consists of the following amounts: 9. TAXES9.1 Income tax recognised in profit or loss No provision for Hong Kong Profits Tax, Canadian Corporation Income Tax, Singapore Corporate Income Tax haves been made in the financial statements as the Company has no assessable profits for both years.Under the Law of the PRC on Enterprise Income Tax (the "EIT Law") and Implementation Regulation of the EIT Law, the tax rate of the PRC subsidiaries is 25% on the estimated assessable profits.Mongolian corporate income tax was calculated at 10% to the first MNT 6 billion of annual taxable income and 25% on the remaining annual taxable income for both years.The Canadian statutory tax rate was 27% (2024: 27%). A reconciliation between the Company's tax expense and the product of the Company's profit/(loss) before tax multiplied by the Company's domestic tax rate is as follows: 9.2 Unrecognised deductible temporary differences and unused tax lossesThe Company's deductible temporary differences and unused tax losses for which no deferred tax asset is recognised consist of the following amounts: 9.3 Expiry datesThe expiry dates of the Company's unused tax losses are as follows: 9.4 Pillar Two income taxesIn 2021, the Organisation for Economic Co-operation and Development published the Global Anti-Base Erosion Model Rules ("Pillar Two Model Rules") for a new global minimum tax reform applicable to large multinational enterprises. The Company operates in jurisdictions where the Pillar Two Model Rules have either been enacted or are already effective. However, as the Company's estimated effective tax rates of all jurisdictions in which the Company operates are higher than 15%, after taking into account the adjustments under the Pillar Two Model Rules based on management's best estimate, the directors of the Company considered the Company is not liable to top-up tax under the Pillar Two Model Rules.The Company has applied the temporary mandatory exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes and accounted for the tax as current tax when incurred.10. DIRECTOR AND EMPLOYEE EMOLUMENTSDirectors' emolumentsDirectors' and chief executive's remuneration for the year, disclosed pursuant to the Listing Rules, section383(1)(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part 2 of the Companies (Disclosureof Information about Benefits of Directors) Regulation, the Company's directors' emoluments consist of the following amounts: Year ended December 31, 2025 Year ended December 31, 2024 Appointed to the Board during the year ended December 31, 2024.Ceased to be a non-executive director upon conclusion of the Company's AGM held on June 27, 2024.Five highest paid individualsThe five highest paid individuals included three directors of the Company for the year ended December 31, 2025 (2024: three directors). The emoluments of the five highest paid individuals are as follows: The emoluments for the five highest paid individuals were within the following bands: 11. EARNINGS/(LOSS) PER SHAREThe calculation of basic and diluted earnings/(loss) per share is based on the following data: Potentially dilutive items not included in the calculation of diluted loss per share for the year ended December 31, 2025 include the underlying shares comprised in the convertible debenture and stock options that were anti-dilutive.12. CASH AND CASH EQUIVALENTS Pursuant to relevant regulations in Mainland China, the Company is required to place certain amounts at designated bank accounts as guaranteed deposits for issuance of guarantee letter as requested by China Customs.Cash at banks earns interest at floating rates based on daily bank deposit rates. Short term time deposits are made for varying periods of between one day and three months depending on the immediate cash requirements of the Company, and earn interest at the respective short term time deposit rates. The bank balances are deposited with creditworthy banks with no recent history of default.The Company's cash is denominated in the following currencies: 13. TRADE AND OTHER RECEIVABLESThe Company's trade and other receivables consist of the following amounts: The aging of the Company's trade and other receivables, based on invoice date and net of provisions, is as follows: Overdue balances are reviewed regularly by senior management. The Company does not hold any collateral or other credit enhancements over its trade and other receivable balances.The Company has determined that the loss allowance on its trade and other receivables was $22,488 as at December 31, 2025 (December 31, 2024: $22,348), based upon an expected loss rate of 10% for trade and other receivables 90 days past due and 100% for trade and other receivables 180 days past due.The closing allowances for trade and other receivables as at December 31, 2025 reconcile to the opening loss allowances as follows: 14. TRADE AND OTHER PAYABLESTrade and other payables of the Company primarily consist of amounts outstanding for trade purchases relating to coal mining, development and exploration activities and mining royalties payable. The usual credit period taken for trade purchases is between 30 to 90 days.The aging of the Company's trade and other payables, based on invoice date, is as follows: The trade and other payables of $218,167 (2024: $169,281) included other tax payables of $35,641 (2024: $55,225).15. DEFERRED REVENUEAt December 31, 2025, the Company had deferred revenue of $52,583, which represents cash prepayments from customers for future coal sales (2024: $34,350).The movement of the Company's deferred revenue is as follows: The performance obligation related to the revenue from customers for contracts that are unsatisfied (or partially unsatisfied) are expected to be recognised within one year after the reporting date. The Company applies the practical expedient and does not disclose information about any remaining performance obligation that is a part of contract that has original expected duration of one year or less.16. INTEREST-BEARING BORROWING (i) Bank LoanOn October 7, 2025, SGS has entered into the 2025 Bank Loan for a principal amount of up to RMB235,000,000 (equivalent to approximately $33,075) from the Bank with the key commercial terms as follows:Maturity date set at 18 months from drawdown;Interest rate of 10% per annum on the outstanding principal and interest is calculated on a 365-day year basis;Loan repayments will consist of interest-only payments during the initial 12 months of the Term, followed by principal amortisation payments during months 13 to 18 of the Term;Certain items of property, plant and equipment with carrying amount of $2,244, land-use rights and intangible assets were pledged as security for the 2025 Bank Loan; andThe Company intends to use the proceeds of the 2025 Bank Loan to support working capital, operating expenses, taxes and the settlement of accounts payable of SGS.17. LEASE LIABILITIESThe Company leases certain of its office premises and plant for daily operations. These leases have remaining lease terms ranging from 2 to 5 years.At December 31, 2025, the total future minimum lease payments and their present values were as follows: 18. CONVERTIBLE DEBENTUREOn November 19, 2009, the Company issued a convertible debenture to CIC for $500,000. The convertible debenture is presented as a liability since it contains no equity components. The convertible debenture is a hybrid instrument, containing a debt host component and three embedded derivatives - the investor's conversion option, the issuer's conversion option and the equity-based interest payment provision (the 1.6% share interest payment) (the "embedded derivatives"). The debt host component is classified as other financial liabilities and is measured at amortised cost using the effective interest rate method and the embedded derivatives are classified as fair value through profit or loss and all changes in fair value are recorded in profit or loss. The difference between the debt host component and the principal amount of the loan outstanding is accreted to profit or loss over the expected life of the convertible debenture.The embedded derivatives were valued upon initial measurement and subsequent periods using a Monte Carlo simulation valuation model. A Monte Carlo simulation model is a valuation model that relies on random sampling and is often used when modeling systems with a large number of inputs and where there is significant uncertainty in the future value of inputs and where the movement of the inputs can be independent of each other. Some of the key inputs used by the Company in its Monte Carlo simulation include: the floor and ceiling conversion prices, the Company's common share price, the risk-free rate of return, expected volatility of the Company's common share price, forward foreign exchange rate curves (between the CA$ and U.S. dollar) and spot foreign exchange rates.18.1 Partial conversionOn March 29, 2010, the Company exercised a right within the debenture to call and convert $250,000 of the debenture for 21,471 Common Shares.18.2 PresentationBased on the Company's valuation as at December 31, 2025, the fair value of the embedded derivatives decreased by $62 (2024: decreased by $298) compared to December 31, 2024. The decrease was recorded as finance income for the year ended December 31, 2025.For the year ended December 31, 2025, the Company recorded interest expense of $36,241 related to the convertible debenture as a finance cost (2024: $37,103). The interest expense consists of the interest at the contract rate and the accretion of the debt host component of the convertible debenture. To calculate the accretion expense, the Company uses the contract life of 30 years and an effective interest rate of 14.1%.A modification gain of $1,890 was recognised in profit or loss for the year ended December 31, 2025 (2024: $3,187) for the difference between the original contractual cash flows and modified cash flows under the 2025 March Deferral Agreement discounted at the new effective interest rate.
The movements of the amounts due under the convertible debenture are as follows: The convertible debenture balance consists of the following amounts: 19. ACCUMULATED DEFICIT AND DIVIDENDSAt December 31, 2025, the Company has accumulated a deficit of $1,317,991 (2024: $1,149,222). No dividend has been paid or declared by the Company since inception.The Board did not recommend the payment of any dividend for the year ended December 31, 2025 (2024: $nil).The annual results of the Company for the year ended December 31, 2025 were reviewed by the Audit Committee of the Company and approved and authorised for issue by the Board on March 27, 2026.The financial figures in respect of the Company's consolidated statement of financial position, consolidated statement of comprehensive income and the related notes thereto for the year ended December 31, 2025, as set out in this press release have been agreed by the Company's independent auditors, BDO Limited, to the amounts set out in the Company's audited consolidated financial statements for the year.The work performed by BDO Limited in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants and consequently, no assurance has been expressed by BDO Limited on this press release.EXTRACT OF INDEPENDENT AUDITOR'S REPORTBDO Limited was engaged to audit the consolidated financial statements of the Company. The section below sets out an extract of the independent auditor's report regarding the consolidated financial statements of the Company for the years ended December 31, 2025 and 2024."OpinionIn our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.Basis for OpinionWe conducted our audit in accordance with International Standards on Auditing ("ISAs"). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements" section of our auditor's report. We are independent of the Group in accordance with the Hong Kong Institute of Certified Public Accountants' "Code of Ethics for Professional Accountants" (the "Code"), as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Material Uncertainty Related to Going ConcernWe draw attention to Note 1 to the consolidated financial statements, which indicates that the Group had a deficiency in assets of US$227.2 million while the working capital deficiency reached US$337.0 million as at December 31, 2025. As stated in Note 1, these conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt about the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter."PUBLICATION OF ANNUAL RESULTSThe Company's results for the year ended December 31, 2025 are contained in the audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), available on the SEDAR+ website at www.sedarplus.ca and the Company's website at www.southgobi.com. Copies of the Company's 2025 Annual Report containing the audited consolidated financial statements and the MD&A, and the Annual Information Form will be available at www.southgobi.com. Shareholders with registered addresses in Hong Kong who have elected to receive a copy of the Company's Annual Report will receive one. Other shareholders of the Company may request a hard copy of the 2025 Annual Report free of charge by contacting our Investor Relations department by email at info@southgobi.com.QUALIFIED PERSONSDisclosure of a scientific or technical nature in this press release in respect of the Company's material mineral projects was prepared by or under the supervision of the individuals set out in the table below, each of whom is a "Qualified Person" as that term is defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") of the Canadian Securities Administrators:PropertyQualified PersonsField of ExpertiseRelationship to CompanyOvoot TolgoiJaydee AmmugauanResourcesIndependent ConsultantOvoot TolgoiTao XuReservesIndependent ConsultantSoumberJaydee AmmugauanResourcesIndependent ConsultantSoumberTao XuReservesIndependent ConsultantDisclosure of a scientific or technical nature relating to the Ovoot Tolgoi Mine contained in this press release is derived from a technical report (the "Ovoot Tolgoi Technical Report") prepared in accordance with NI 43-101 on the Ovoot Tolgoi Mine dated December 2, 2024, prepared by Mr. Jaydee Ammugauan, Mr. Tao Xu and Mr. Larry Li of BAW Mineral Partners Limited ("BAW"). A copy of the Ovoot Tolgoi Technical Report is available under the Company's profile on SEDAR+ at www.sedarplus.ca. BAW has not reviewed or updated the Ovoot Tolgoi Technical Report since the date of publishing.Disclosure of a scientific or technical nature relating to the Soumber Deposit contained in this press release is derived from a technical report (the "Soumber Technical Report") prepared in accordance with NI 43-101 on the Soumber Deposit dated December 2, 2024, prepared by Mr. Jaydee Ammugauan, Mr. Tao Xu and Mr. Larry Li of BAW. A copy of the Soumber Technical Report is available under the Company's profile on SEDAR+ at www.sedarplus.ca. BAW has not reviewed or updated the Soumber Technical Report since the date of publishing.ABOUT SOUTHGOBISouthGobi, listed on the HKEX and TSX-V, owns and operates its ?agship Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licenses of its other metallurgical and thermal coal deposits in South Gobi Region of Mongolia. SouthGobi produces and sells coal to customers in China.Contact:Investor RelationsEmail: info@southgobi.comMr. Ruibin XuChief Executive Officer
Office: +852 2156 1438 (Hong Kong)
+1 604 762 6783 (Canada)
Website: www.southgobi.comExcept for statements of fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterised 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 time the statements are made. Forward-looking statements in this press release include, but are not limited to, statements regarding:the Company continuing as a going concern and its ability to realise 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 its trade payables, to secure additional funding and to meet its obligations under each of the JDZF Convertible Debenture, the 2026 March Deferral Agreement and the 2025 Bank Loan, as the same become due, the Company's ability to settle the tax penalty payable of $26.5 million imposed by the MTA and a provision for additional late tax penalty of $19.0 million;the Company's discussions with the Plenipotentiary Representative of the Mongolian Government in relation to determining the Mongolian state's ownership interest in SGS;the Company's anticipated financing needs, operational and development plans and future production levels, including ramp up of the Company's mining operations and capacity in 2026;the estimates and assumptions included in the Company's impairment analysis and the possible impact of changes thereof;the ability of the Company to enhance the operational efficiency and output throughput of the washing facilities at Ovoot Tolgoi;the ability of the Company to enhance the product value by conducting coal processing and coal washing;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 demand for coal in China;future trends in the Chinese coal industry;the Company's plans to scale up mining operations and enhance coal processing capabilities;the Company's initiatives to strengthen spare parts management to improve maintenance efficiency;the Company's plans to deploy advanced remote-control systems, optimise transport routes and further expand the use of electric locomotives;the Company's outlook and objectives for 2026 and beyond (as more particularly described under "Outlook" of this press release); andother statements that are not historical facts.Forward-looking information is based on certain factors and assumptions described below and elsewhere in this press release, 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; 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 2026 and beyond; currency exchange rates; operating, labour and fuel costs; the ability of the Company to raise additional financing; negotiating a constructive understanding and agreement with the Plenipotentiary Representative of the Mongolian Government; the anticipated royalties payable under Mongolia's royalty regime; the ability of the Company to settle the tax penalty payable of $26.5 million imposed by the MTA and a provision for additional late tax penalty of $19.0 million; the future coal market conditions in China and the related impact on the Company's margins and liquidity; the anticipated demand for the Company's coal products; 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, 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, or changes to regulatory requirements (including environmental regulations) 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 Company's ability to successfully negotiate a constructive understanding and agreement with the Plenipotentiary Representative of the Mongolian Government; the risk that the Company is unable to successfully settle the tax penalty payable of $26.5 million imposed by the MTA and a provision for additional late tax penalty of $19.0 million (as described under section "Significant Events and Highlights" of this press release under the heading entitled " Additional Tax and Tax Penalty Imposed by the MTA"); possible impact of changes to the inputs to the valuation model used to value the embedded derivatives in the Convertible Debenture; the risk of the Company or its subsidiaries default under its existing debt obligations, including the Convertible Debenture, the 2026 March Deferral Agreement and the 2025 Bank 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; customer credit risk; cash flow and liquidity risks; risks relating to the Company's decision to suspend activities relating to the development of the Ceke Logistics Park project, including the risk that its investment partner may initiate legal action against the Company for failing to comply with the underlying agreements governing project development; risks relating to the ability of the Company to enhance the operational efficiency and the output throughput of the washing facilities at Ovoot Tolgoi and risks relating to the Company's ability to raise additional financing and to continue as a going concern. 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 press release, 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 speak only as of the date of this press release; they should not rely upon this information as of any other date.The English text of this press release shall prevail over the Chinese text in case of inconsistencies.Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.SOURCE: SouthGobi Resources Ltd.View the original press release on ACCESS NewswireOriginal: SouthGobi Announces Fourth Quarter and Full Year 2025 Financial and Operating Results

SouthGobi Announces Profit WarningMarch 26, 2026 9:05 AM
ACCESS NewswireHONG KONG, HK / ACCESS Newswire / March 26, 2026 / SouthGobi Resources Ltd. (TSX-V:SGQ)(HK:1878) ("SouthGobi" or the "Company") wishes to inform its shareholders and potential investors that, based on the preliminary assessment of the Company and its subsidiaries' (the "Group") unaudited management accounts for the year ended December 31, 2025 ("FY2025") and the information currently available to the Company, it is expected that the Company would record a net loss attributable to equity holders of the Company between approximately US$151.9 million and US$185.6 million for FY2025, as compared to a net profit attributable to equity holders of the Company of approximately US$92.5 million for the corresponding period in 2024. The expected net loss attributable to equity holders of the Company for FY2025 was mainly attributable to (i) the decrease in average realised selling price in FY2025 as compared to the prior financial year; (ii) the change in product mix year-over year, as the Company sold more processed coal with higher production costs; and (iii) impairment losses on coal stockpiles and cash generating units of approximately US$77.3 million and US$42.0 million respectively.As at the date of this announcement, the Company is still in the process of preparing and finalizing its financial results for FY2025. The information contained in this announcement is based on the preliminary assessment of the information currently available to the Company and the unaudited management accounts of the Group, which have not been reviewed or audited by the Company's auditors and may be subject to adjustments. Details of the Company's financial information and performance will be disclosed in the results announcement for FY2025, which is to be published on Friday, March 27, 2026.Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.By order of the BoardSouthGobi Resources Ltd.Yingbin Ian HeLead DirectorHong Kong, March 26, 2026As at the date of this announcement, the executive directors of the Company are Mr. Ruibin Xu, Ms. Chonglin Zhu and Mr. Chen Shen; the independent non-executive directors of the Company are Mr. Yingbin Ian He, Ms. Jin Lan Quan and Mr. Fan Keung Vic Choi; and the non-executive directors of the Company are Mr. Zhu Gao and Mr. Zaixiang Wen.About SouthGobiSouthGobi, listed on the Hong Kong Stock Exchange and the TSX Venture Exchange, owns and operates its flagship Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licences of its other metallurgical and thermal coal deposits in South Gobi region of Mongolia. SouthGobi produces and sells coal to customers in China.Contact:Investor Relations
Email: info@southgobi.comMr. Ruibin Xu
Chief Executive Officer
Office: +852 2156 1438 (Hong Kong)
Website: www.southgobi.comNeither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.SOURCE: SouthGobi Resources Ltd.View the original press release on ACCESS NewswireOriginal: SouthGobi Announces Profit Warning

SouthGobi Announces Disclosable and Connected Transaction Deferral of Payment Obligations Under Convertible Debenture and Amended and Restated Cooperation AgreementMarch 23, 2026 8:05 AM
ACCESS NewswireHONG KONG, HK / ACCESS Newswire / March 23, 2026 / SouthGobi Resources Ltd. (TSX-V:SGQ)(HK:1878) ("SouthGobi" or the "Company") announces that reference is made to the announcements of the Company dated November 11, 2022, March 26, 2023, August 30, 2023, October 13, 2023, November 17, 2023, January 19, 2024, March 19, 2024, April 30, 2024, and March 20, 2025 (collectively, the "Announcements") and the management proxy circular of the Company dated May 13, 2025 (the "May 2025 Management Proxy Circular") in relation to the deferral agreements under the Convertible Debenture (as defined below). Unless otherwise specified, terms used in this announcement shall have the meaning as defined in the Announcements and the July 2024 Management Proxy Circular.The March 2026 Deferral AgreementThe Company announces that, on March 23, 2026, the Company and two of its subsidiaries, namely Southgobi Sands LLC and SGQ Coal Investment PTE. Ltd. (the "Guarantors"), entered into a new deferral agreement (the "March 2026 Deferral Agreement") with JD Zhixing Fund L.P. ("JDZF"), the registered holder of the Company's US$250 million Convertible Debenture issued on November 19, 2009 (the "Convertible Debenture") and the Company's largest shareholder, pursuant to which JDZF agreed to grant the Company:a deferral of the cash interest, payment-in-kind interest ("PIK Interest") and management fees of approximately US$140.5 million (the "2025 Deferred Amounts") which will be due and payable to JDZF on or before August 31, 2026 pursuant to the deferral agreement dated March 20, 2025;a deferral of the cash interest payment of approximately US$7.9 million (the "May 2026 Cash Interest") which will be due and payable to JDZF on May 19, 2026 under the Convertible Debenture;a deferral of the cash interest of approximately US$8.1 million and PIK Interest (the "November 2026 PIK Interest") of approximately US$4.0 million (collectively, the "November 2026 Cash and PIK Interest") which will be due and payable to JDZF in each case on November 19, 2026 under the Convertible Debenture; anda deferral of the management fees of approximately US$7.6 million which will be due and payable to JDZF on May 16, 2026, August 15, 2026, November 15, 2026, and February 15, 2027, respectively (the "Deferred Management Fees", and together with the 2025 Deferred Amounts, the May 2026 Cash Interest, the November 2026 Cash and PIK Interest, and the Deferred Management Fees, the "Deferred Amounts") under the amended and restated cooperation agreement dated April 23, 2019 (the "Amended and Restated Cooperation Agreement").The principal terms of the March 2026 Deferral Agreement are as follows:Effectiveness of the March 2026 Deferral AgreementThe effectiveness of the March 2026 Deferral Agreement is subject to the Company providing notice to, and obtaining acceptance (if required) from the TSX Venture Exchange ("TSX-V") and requisite approval from disinterested shareholders of the Company in accordance with the requirements of applicable Canadian securities laws (see section entitled "Shareholders' Approval Pursuant to MI 61-101 Requirements under Applicable Canadian Securities Laws" below) and Rule 14.33 and Rule 14A.36 of the Hong Kong Listing Rules.The DeferralJDZF agreed to grant the Company a deferral (the "Deferral") of the Deferred Amounts until August 31, 2027 (the "Deferral Date").As consideration for the deferral of the Deferred Amounts which relate to the payment obligations arising from the Convertible Debenture, the Company agreed to pay JDZF a deferral fee equal to 6.4% per annum (the "Convertible Debenture Deferral Fee") on the outstanding balance of such Deferred Amounts, commencing on the date on which each such Deferred Amounts would otherwise have been due and payable under the Convertible Debenture.As consideration for the deferral of the Deferred Amounts which relate to payment obligations arising from the Amended and Restated Cooperation Agreement, the Company agreed to pay JDZF a deferral fee equal to 1.5% per annum (the "Cooperation Agreement Deferral Fee", and together with the Convertible Debenture Deferral Fee, the "Deferral Fees") on the outstanding balance of such Deferred Amounts commencing on the date on which each such Deferred Amounts would otherwise have been due and payable under the Amended and Restated Cooperation Agreement.The March 2026 Deferral Agreement does not contemplate a fixed repayment schedule for the Deferred Amounts or related deferral fees. Instead, the March 2026 Deferral Agreement requires the Company to use its best efforts to pay the Deferred Amounts and related deferral fees due and payable under the March 2026 Deferral Agreement to JDZF. During the period beginning as of the effective date of the March 2026 Deferral Agreement and ending as of the Deferral Date, the Company will provide JDZF with monthly updates of its financial status and business operations, and the Company and JDZF will on a monthly basis discuss and assess in good faith the amount (if any) of the Deferred Amounts and related deferral fees that the Company may be able to repay to JDZF, having regard to the working capital requirements of the Company's operations and business at such time and with the view of ensuring that the Company's operations and business would not be materially prejudiced as a result of any repayment.If at any time before the Deferred Amounts and related deferral fees are fully repaid, the Company proposes to appoint, replace or terminate one or more of its chief executive officer, its chief financial officer, or any other senior executive(s) in charge of its principal business function or its principal subsidiary, the Company will first consult with, and obtain written consent (such consent shall not be unreasonably withheld) from JDZF prior to effecting such appointment, replacement or termination.The occurrence of a Deferral Event of Default or an Event of Default (as such terms are defined in the Convertible Debenture) will: (i) entitle JDZF to pursue any and all remedies against the Company and the Guarantors in accordance with the Convertible Debenture; and (ii) result in the principal, interest and other amounts owing under the March 2026 Deferral Agreement, the Convertible Debenture and related security agreements becoming immediately due and payable without any requirement for JDZF to deliver notice to the Company.The aforementioned summary of the principal terms of the March 2026 Deferral Agreement is not comprehensive, and is qualified in its entirety by reference to the full text of the March 2026 Deferral Agreement, a copy of which has been filed on the Company's profile on SEDAR+ at www.sedarplus.ca.Basis of Determination of the Deferral FeesThe Deferral Fees, which are expected to be satisfied by the internal resources and/or external borrowings of the Group were determined on an arm's length basis (or on terms no less favourable to the Group than terms available from independent third parties) among the parties to the March 2026 Deferral Agreement, taking into account the following factors:the deferral fees stipulated under the previous deferral agreements, including the deferral fee at the rate of 6.4% per annum as consideration for the deferred payments arising from the Convertible Debenture contemplated under the March 2025 Deferral Agreement, which is the latest deferral agreement contemplating the same before the March 2026 Deferral Agreement, and the deferral fee at the rate of 1.5% per annum as consideration for the deferred payments arising from the Amended and Restated Cooperation Agreement contemplated under the March 2025 Deferral Agreement, which is the latest deferral agreement contemplating the same before the March 2026 Deferral Agreement;historically, the higher finance costs incurred by the Group for receiving financial assistance from independent third parties of the Group within the past five years, the rate of which generally fell within the range from 10% to 16.8%;based on the publicly available information and to the Company's understanding, the finance costs of industry peers and listed companies in a similar industry as the Group are of a similar range as the those of the Deferral Fees, with the interest rates ranged from 3% to 13.3% per annum; andthe reasons and benefits as set out in the section entitled "Reasons for, and Benefits of, the March 2026 Deferral Agreement" below.General Information of the PartiesThe GroupThe Company is an integrated coal mining, development and trading company. SGQ Coal Investment PTE. Ltd. is a wholly-owned subsidiary of the Company incorporated under the laws of Singapore, which is principally engaged in the investment holding business activities. Southgobi Sands LLC is a wholly-owned subsidiary of the Company incorporated under the laws of Mongolia, which is principally engaged in coal mining, development and exploration of properties in Mongolia.JDZFJDZF is an exempt limited partnership formed under the laws of the Cayman Islands, which is principally engaged in investment holding activities. JDZF's general partner and limited partner are JD Dingxing Limited and Inner Mongolia Tianyu Trading Limited. To the best of the Company's knowledge and belief, the ultimate beneficial owner of the limited partner is Mr. Yong An and that of the general partner is Ms. Chonglin Zhu. Mr. Yong An is the Chairman and founder of Inner Mongolia Tianyu Innovation Investment Group Co. Ltd.* (???????????????) ("Tianyu Group"), and has conducted business in Inner Mongolia region since 1998. Ms. Chonglin Zhu was the Chief Financial Officer of Tianyu Group from March 2015 to September 2022, and was also responsible for managing JDZF. Ms. Chonglin Zhu has served as the executive Director and Senior Vice President of Finance of the Company since September 8, 2022, and has been appointed as the Chief Financial Officer of the Company on February 2, 2024.Reasons for, and Benefits of, the March 2026 Deferral AgreementIn evaluating the transactions contemplated under the March 2026 Deferral Agreement, the board (the "Board") of directors (the "Directors") of the Company has taken into account, among other things, the terms of the Deferral and the March 2026 Deferral Agreement, the Company's financial position and the possible funding alternatives reasonably available to the Company and considered that: (i) the Deferral is offered on reasonable commercial terms not less advantageous to the Company than if the Company obtained similar financing from a person dealing at arm's length with the Company; (ii) the terms of the Deferral are reasonable in the circumstances of the Company; (iii) the Deferral is designed to improve the financial position of the Company; (iv) the Deferral will enhance the Company's ability to continue as a going concern in the near term and provide the Company with financial flexibility to consider and explore different measures to secure additional capital or to pursue a strategic debt restructuring or refinancing plan with JDZF; and (v) the best interests of the Company and its shareholders (the "Shareholders") will be served by approving the Deferral and the March 2026 Deferral Agreement.Board Review and ApprovalBased on the above, the Board (excluding (i) the Directors who are appointed by JDZF pursuant to contractual nomination rights contained in the securityholders agreement between the Company, JDZF, and a former shareholder of the Company and certain deferral agreements between JDZF, the Company, and certain of its subsidiaries relating to the Convertible Debenture, namely, Mr. Ruibin Xu, Ms. Chonglin Zhu, and Mr. Chen Shen (collectively, the "Deferral Interested Directors"); and (ii) the independent non-executive Directors, whose views are to be contained in the letter from the independent board committee (the "Independent Board Committee") in the Company's management proxy circular (the "Management Proxy Circular") to be despatched to the Shareholders) is of the view that the March 2026 Deferral Agreement and the transactions contemplated thereunder are entered into, despite not in the ordinary and usual course of business of the Group, on normal commercial terms (on arm's length basis or terms no less favourable to the Group than terms available from independent third parties), and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.The Deferral Interested Directors who have a material interest in the March 2026 Deferral Agreement and the transactions contemplated thereunder were required to abstain from voting on the Board resolutions approving the same. Except for the Deferral Interested Directors, none of the Company's Directors have any material interest in the March 2026 Deferral Agreement and the transactions contemplated thereunder, and none of the Directors were required to abstain from voting on the Board resolutions approving the same.Shareholders' Approval Pursuant to MI 61-101 Requirements under Applicable Canadian Securities LawsPursuant to Part 5 of Multilateral Instrument 61-101 ("MI 61-101") under applicable Canadian securities laws, the Company is required to seek minority shareholder approval of the March 2026 Deferral Agreement, excluding the common shares of the Company (the "Common Shares") beneficially owned by JDZF (as defined below) (the "Disinterested Shareholders" or the "Independent Shareholders") because: (i) JDZF is a related party of the Company for purposes of MI 61-101 because JDZF has beneficial ownership of more than 10% of the voting rights attached to the outstanding Common Shares; and (ii) the March 2026 Deferral Agreement is a related party transaction for purposes of MI 61-101 because the March 2026 Deferral Agreementmaterially amends the terms of an outstanding debt or liability owed by the Company to a related party.To the best of the Company's knowledge, as of the date hereof, 85,714,194 Common Shares, representing approximately 28.87% of the issued and outstanding Common Shares, are beneficially owned by JDZF. Accordingly, the 85,714,194 votes attached to the Common Shares beneficially owned, or over which control or direction is exercised, by JDZF will be excluded from the vote to approve the March 2026 Deferral Agreement.With respect to the deferral of the PIK Interest portion of the 2025 Deferred Amounts and the November 2026 PIK Interest, PIK Interest under the terms of the Convertible Debenture must be paid and satisfied by the Company by way of issuing Common Shares at an issue price determined based on the 50-trading day volume weighted average price ("VWAP") of the Common Shares as at the date of payment. Shareholders are cautioned that, as a result of deferring the payment date of the PIK Interest portion of the 2025 Deferred Amounts and the November 2026 PIK Interest, the final number of Common Shares that the Company will issue to satisfy the PIK Interest portion of the 2025 Deferred Amounts and the November 2026 PIK Interest will depend on the prevailing 50 trading day VWAP of the Common Shares as of the future payment date, and may result in a number of Common Shares being issued that could be greater than, or lesser than, the number of Common Shares that the Company would have had to issue on the original payment date for the PIK Interest portion of the 2025 Deferred Amounts and the November 2026 PIK Interest.Hong Kong Listing Rules ImplicationsPursuant to the Hong Kong Listing Rules, JDZF is a substantial shareholder of the Company holding approximately 28.87% of the Common Shares and hence a connected person of the Company. The entering into of the March 2026 Deferral Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Hong Kong Listing Rules) in respect of the transactions contemplated under the March 2026 Deferral Agreement exceed 5% but all are less than 25%, the entering into of the March 2026 Deferral Agreement, on a standalone basis, constitutes a discloseable and connected transaction of the Company and is subject to reporting and announcement requirements but exempt from circular Independent Shareholders' approval requirement under Chapter 14 and Chapter 14A of the Hong Kong Listing Rules.Moreover, pursuant to Rules 14.22 and 14A.81 of the Hong Kong Listing Rules, as the counterparties to the March 2025 Deferral Agreement (the "Previous Transaction"), and the March 2026 Deferral Agreement are JDZF and such transactions are similar in nature and completed within a 12-month period, such transactions shall be aggregated.Accordingly, as one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Hong Kong Listing Rules) in respect of the transactions contemplated under the March 2026 Deferral Agreement, upon aggregation with the Previous Transaction, exceed 5% but all are less than 25%, the entering into of the March 2026 Deferral Agreement, on an aggregated basis, remains as a discloseable and connected transaction of the Company and is subject to reporting, announcement, circular and Independent Shareholders' approval requirements under Chapter 14 and Chapter 14A of the Hong Kong Listing Rules.The Meeting and Despatch of Management Proxy CircularAt the Company's upcoming annual general meeting of shareholders (the "Meeting"), the Company will, among other things, propose a resolution for the Independent Shareholders to consider and, if thought fit, approve the March 2026 Deferral Agreement and the transactions contemplated thereunder.Given that JDZF is involved in and/or interested in the March 2026 Deferral Agreement and the transactions contemplated thereunder, JDZF will abstain from voting at the Meeting on the resolution approving it. Accordingly, the 85,714,194 votes attached to the Common Shares beneficially owned, or over which control or direction is exercised, by JDZF will be excluded from the vote to approve the March 2026 Deferral Agreement.Save for the aforesaid and to the Directors' best knowledge, information and belief and having made all reasonable enquiries, no other Shareholder has a material interest in the March 2026 Deferral Agreement and therefore no other Shareholder is required to abstain from voting on the relevant resolution at the Meeting.As the March 2026 Deferral Agreement and the transactions contemplated thereunder are subject to the approval by the Independent Shareholders, the Independent Board Committee comprising of all the independent non-executive Directors, namely Mr. Yingbin Ian He, Ms. Jin Lan Quan and Mr. Fan Keung Vic Choi has been established by the Company to advise the Independent Shareholders in respect of the above transaction. The Company will appoint an independent financial adviser (the "Independent Financial Adviser") to advise the Independent Board Committee and the Independent Shareholders in respect of the above transaction.The Management Proxy Circular containing, among other things, (i) details of the Deferral and the March 2026 Deferral Agreement; (ii) a letter from the Independent Board Committee to the Independent Shareholders; (iii) the recommendations from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (iv) the notice of the Meeting, which will be filed under the Company's profile on SEDAR+ at www.sedarplus.caand despatched to shareholders of the Company in accordance with applicable securities laws on or before May 22, 2026 (which is anticipated to be more than fifteen business days after the date of publication of this announcement) as more time is required for the Company to compile certain information to be included in the Management Proxy Circular for the Company's annual general meeting. The Company will make a further announcement to shareholders with respect to the date, time and venue of the Meeting as soon as it is fixed by the Board.Forward-Looking StatementsCertain information included in this press release that is not current or historical factual information constitutes forward-looking statements or information within the meaning of applicable securities laws (collectively, "forward-looking statements"), including information about timing with respect to the mailing of the Management Proxy Circular and convening of the Meeting, and approval of the March 2026 Deferral Agreement by Disinterested Shareholders. 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 are based on certain factors and assumptions including, among other things, the Company providing notice and successfully obtaining acceptance (if any) of the March 2026 Deferral Agreement from the TSX-V and the requisite approval from Disinterested Shareholders of the Company of the March 2026 Deferral Agreement in accordance with applicable Canadian securities laws and Hong Kong Stock Exchange requirements and other similar factors that may cause actual results to differ materially from what the Company currently expects. Actual results may vary from the forward-looking statements. Readers are cautioned not to place undue importance on forward-looking statements, which speaks only as of the date of this disclosure, and not to rely upon this information as of any other date. While the Company may elect to, it is under no obligation and does not undertake to, update or revise any forward-looking statements, whether as a result of new information, further events or otherwise at any particular time, except as required by law. Additional information concerning factors that may cause actual results to materially differ from those in such forward-looking statements is contained in the Company's filings with Canadian securities regulatory authorities and the website of the Hong Kong regulatory filings and disclosures of listed issuer information. These can be found under the Company's profile on SEDAR+ and HKEXnews respectively, at www.sedarplus.ca and www.hkexnews.hk.If there is any inconsistency or discrepancy between the English and Chinese version, the English version shall prevail.Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.By order of the BoardSouthGobi ResourcesLtd.Yingbin Ian He
Lead DirectorHong Kong, March 23, 2026As at the date of this announcement, the executive directorsof the Company are Mr. Ruibin Xu, Ms.Chonglin Zhu and Mr. Chen Shen; the independent non-executive directors of the Company are Mr.Yingbin Ian He, Ms. Jin Lan Quan and Mr. Fan KeungVic Choi; and the non-executive directors of the Companyare Mr. Zhu Gao and Mr. ZaixiangWen.About SouthGobiSouthGobi, listed on the Hong Kong Stock Exchange and the TSX Venture Exchange, owns and operates its flagship Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licences of its other metallurgical and thermal coal deposits in South Gobi region of Mongolia. SouthGobi produces and sells coal to customers in China.Contact:Investor Relations
Email: info@southgobi.com Mr. Ruibin Xu
Chief Executive Officer
Office: +852 2156 1438 (Hong Kong)
Website: www.southgobi.comNeither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.SOURCE: SouthGobi Resources Ltd.View the original press release on ACCESS NewswireOriginal: SouthGobi Announces Disclosable and Connected Transaction Deferral of Payment Obligations Under Convertible Debenture and Amended and Restated Cooperation Agreement

SouthGobi Announces Date of Board MeetingMarch 16, 2026 6:50 AM
ACCESS NewswireHONG KONG, HK / ACCESS Newswire / March 16, 2026 / SouthGobi Resources Ltd. (TSX-V:SGQ)(HK:1878) ("SouthGobi" or the "Company") announces that the Company's board of directors will consider and approve the financial and operating results of the Company and its subsidiaries for the fourth quarter and the year ended December 31, 2025 on Friday, March 27, 2026. These results will be released on Friday, March 27, 2026.By order of the Board
SouthGobi ResourcesLtd.
Yingbin Ian He
Lead DirectorHong Kong: March 16, 2026As at the date of this announcement, the executive directors of the Company are Mr. Ruibin Xu, Ms.Chonglin Zhu and Mr. Chen Shen; the independent non-executive directors of the Company are Mr.Yingbin Ian He, Ms. Jin Lan Quan and Mr. Fan KeungVic Choi; and the non-executive directors of the Company are Mr. Zhu Gao and Mr. ZaixiangWen.About SouthGobiSouthGobi, listed on the Toronto and Hong Kong stock exchanges, owns and operates its flagship Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licences of its other metallurgical and thermal coal deposits in South Gobi region of Mongolia. SouthGobi produces and sells coal to customers in China.Contact:Investor Relations
Email: info@southgobi.comMr. Ruibin Xu
Chief Executive Officer
Office: +852 2156 1438 (Hong Kong)
Website: www.southgobi.comNeither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.SOURCE: SouthGobi Resources Ltd.View the original press release on ACCESS NewswireOriginal: SouthGobi Announces Date of Board Meeting

SGQRF - http://www.southgobi.com/s/Home.asp

SouthGobi Resources is a premium coal production and development company, with strategically located coal assets - closest coal to China -focused on exploration and development of its Permian-age metallurgical and thermal coal deposits in Mongolia's South Gobi Region to supply a wide range of coal products to markets in Asia.

The company's flagship coal mine, Ovoot Tolgoi, is selling coal to customers in China - the largest consumer of coal in the world. Ovoot Tolgoi is located in southern Mongolia, approximately 40 kilometres north of the Mongolia/China border.

SouthGobi owns three significant coal projects in Mongolia: a producing mine, the Ovoot Tolgoi Mine; and two development projects, the Soumber Deposit and the Ovoot Tolgoi Underground Deposit. In addition, SouthGobi holds mineral exploration licences in Mongolia.

SouthGobi has positioned itself for the forecasted increase demand for coal with a pipeline of unique exploration and development projects in strategic locations that will help to provide for future growth and expansion.