VANCOUVER, BC / ACCESSWIRE / April 20, 2022 / SouthGobi Resources Ltd. (TSX:SGQ), (HK:1878) ("SouthGobi" or the "Company") announces that it will be making an application (the "Listing Application") to the TSX Venture Exchange ("TSX-V") to list its common shares on the TSX-V. In conjunction with the foregoing, the Company will also apply for voluntary delisting (the "Voluntary Delisting Application") of its common shares from the Toronto Stock Exchange ("TSX"), subject to the Company receiving approval from the TSX-V of the Listing Application.
Pursuant to Rule 19C.13A of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, the Company intends to submit a written notification to the HKEX (the "Primary Listing Application") stating, among other things, that it will be able to fully comply with the applicable Listing Rules in connection with the approval of the Listing Application and the Listing Application becoming effective ("Effective Date"), and such that its current secondary listing on the HKEX will be converted to a primary listing ("Conversion").
Reasons for the Listing Application
The board of directors of the Company determined that it is in the best interest of the Company to seek a listing of the Company's common shares on the TSX-V, and to voluntary delist from the TSX, as a listing on the TSX-V offers listing requirements which better accommodate the Company's current operational and financial position, while still providing shareholders with continued liquidity on a stock exchange which is recognized for its leadership in mining issuer listings.
If the Company's Listing Application is approved by the TSX-V, it is the Company's intention to take all reasonable and prudent steps as required to list the Company's common shares which are currently listed on the TSX to the TSX-V, and submit all necessary waivers and make all necessary arrangements to effectuate the Conversion, without interruption or delay. There is, however, no guarantee that the TSX-V will approve the Company's Listing Application. As of the date of this announcement, the Company is unable to provide any anticipated Effective Date for listing on the TSX-V, but the Company will provide updates once further information is available.
The Company's common shares will remain listed on the TSX while the Listing Application and the Primary Listing Application are under review by the TSX-V and HKEX, respectively. Furthermore, it is anticipated that the Company will not be required to seek shareholders' approval for the delisting of its common shares from the TSX, as an acceptable alternative market would exist for the Company's common shares on or about the anticipated delisting date, assuming that the Company's Listing Application to the TSX-V is successful.
Primary Listing Application on HKEX
The Company intends to make a further announcement once the Primary Listing Application has been submitted, including information on, among others, (a) further details of the Listing Application and the Effective Date, (b) any exceptions, waivers, and exemptions from strict compliance with the Listing Rules that it intends to seek from the HKEX, and (c) potential impact to shareholders and potential investors of any applicable transitional measures.
If there is any inconsistency or discrepancy between the English version and the Chinese version, the English version shall prevail.
About SouthGobi
SouthGobi, listed on the Toronto and Hong Kong stock exchanges, owns and operates its flagship Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licences of its other metallurgical and thermal coal deposits in South Gobi region of Mongolia. SouthGobi produces and sells coal to customers in China.
Certain 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 the Company's application to list its common shares on the TSX-V, the Company's application to the HKEX to convert its current listing on the HKEX to a primary listing, the Company's application for a voluntary delisting of its common shares from the TSX and the Company's continued listing on the TSX while the Listing Application and Primary Listing Application are under review by the TSX-V and HKEX, respectively. 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 ability of the Company to satisfy the TSX-V's listing requirements and the TSX-V approving the Listing Application, the ability of the Company to satisfy the HKEX's primary listing requirements and the HKEX approving the Primary Listing Application, the TSX approving the Voluntary Delisting Application 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 can be found under the Company's profile on SEDAR at www.sedar.com.
