Update On Upcoming Annual General Meeting of Shareholders

VANCOUVER, May 17, 2024 - SouthGobi Resources Ltd. (TSXV:SGQ)(HK:1878) ("SouthGobi" or the "Company") announces an update on its upcoming annual general meeting of shareholders which is scheduled to be convened on June 27, 2024, in Vancouver, British Columbia, Canada (i.e. Friday, June 28, 2024, in Hong Kong) (the "Annual General Meeting"). A notice of the Annual General Meeting which contains, amongst other things, the time, venue and the detailed agenda of the Annual General Meeting, along with a management proxy circular concerning certain matters to be considered at the Annual General Meeting, will be dispatched to Shareholders on May 28, 2024 (Tuesday).

Reference is made to the announcements of the Company dated November 11, 2022, August 30, 2023, October 13, 2023, November 17, 2023, January 19, 2024, March 19, 2024, April 22, 2024, April 30, 2024 and May 13, 2024 (collectively, the "Announcements"). Unless otherwise specified, terms used in this announcement shall have the meaning as defined in the Announcements.

Since more time is required to finalise the management proxy circular relating to, among others, the March 2024 Deferral Agreement and April 2024 Deferral Agreement, the Company will no longer be seeking Independent Shareholders approval for the March 2024 Deferral Agreement and April 2024 Deferral Agreement at the upcoming Annual General Meeting as previously announced. Instead, the Company will be seeking approval of the March 2024 Deferral Agreement and April 2024 Deferral Agreement, together with the Convertible Debenture Amendment, from Independent Shareholders at a special meeting of shareholders (the "Special Meeting") to be held on or before August 30, 2024. The Company will propose resolutions for the Independent Shareholders to consider and, if thought fit, approve each of the March 2024 Deferral Agreement, the April 2024 Deferral Agreement and the Convertible Debenture Amendment and the transaction contemplated thereunder.

The management proxy circular containing, among other things, (i) details of the March 2024, Deferral Agreement, the April 2024 Deferral Agreement and the Convertible Debenture Amendment; (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 published on the websites of the Company's profile on SEDAR+ (www.sedarplus.ca), the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.southgobi.com), and despatched to shareholders of the Company in accordance with applicable securities laws on or before August 30, 2024.

If there is any inconsistency or discrepancy between the English and Chinese version, the English version shall prevail.

About SouthGobi

SouthGobi, 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: +1 604 762 6783 (Canada)
+852 2156 1438 (Hong Kong)
Website: www.southgobi.com

Neither 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.