SouthGobi Resources : Announcements and Notices - Overseas Regulatory Announcement

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

SOUTHGOBI RESOURCES LTD.

南戈壁資源有限公司*

(A company continued under the laws of British Columbia, Canada with limited liability)

(Hong Kong Stock Code: 1878)

(Toronto Stock Code: SGQ)

Overseas Regulatory Announcement

This announcement is made by SouthGobi Resources Ltd. (HK: 1878, TSX: SGQ) (the "Company") pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the "Listing Rules").

The following documents have published on the website of the SEDAR filing system in Canada (www.sedar.com) in relation to the Company and are enclosed hereto as overseas regulatory announcement.

By order of the Board

SouthGobi Resources Ltd.

Mao Sun

Interim Independent Lead Director

Vancouver, June 8, 2018

Hong Kong, June 8, 2018

As at the date of this announcement, the Independent Non-executive Directors of the Company are Messrs. Yingbin Ian He, Zhu Liu and Mao Sun and Ms. Jin Lan Quan; and the Non-executive Directors are Messrs. Wen Yao, Zhiwei Chen, Xiaoxiao Li, Yulan Guo and Aminbuhe.

* For identification purposes only

FORM 51-102F3

MATERIAL CHANGE REPORT

• 1. NAME AND ADDRESS OF COMPANY

  SouthGobi Resources Ltd. (the "Company")

  20th Floor, 250 Howe Street

  Vancouver, B.C. Canada V6C 3R8

• 2. DATE OF MATERIAL CHANGE

  June 1, 2018

• 3. NEWS RELEASE

  The press release was issued on June 1, 2018 and was disseminated through the facilities of recognized newswire services. A copy of the press release was filed on SEDAR.

• 4. SUMMARY OF MATERIAL CHANGE

  The Company announced the appointment, effective as of June 1, 2018, of Mr. Shougao Wang as Chief Executive Officer, Mr. Weiguo Zhang as Chief Financial Officer, and Mr. Aiming Guo as Chief Operating Officer.

  The Company also announced that Mr. Wang Bing, the Company's former interim Chief Executive Officer, is returning to his prior position as General Manager, Sales and Marketing of the Company.

  Mr. Yulan Guo, the Company's former Chief Financial Officer, is leaving the management team to pursue other business endeavors.

• 5. FULL DESCRIPTION OF MATERIAL CHANGE

  The Company announced the appointment, effective as of June 1, 2018, of Mr. Shougao Wang as Chief Executive Officer, Mr. Weiguo Zhang as Chief Financial Officer, and Mr. Aiming Guo as Chief Operating Officer.

  Mr. Wang, age 51, is a seasoned mining professional, having accumulated over 30 years of project management and operational experience and has worked on a number of mining projects in Mongolia and across the globe. Prior to joining the Company, Mr. Wang was Manager of QHSE (Quality, Health, Safety and Environment) at China Nonferrous Metal Industry's Foreign Engineering and Construction Co., Ltd. (Shenzhen Stock Exchange: 00758) ("NFC") from March 2017 until May 2018, during which he was responsible for project quality control, health, environmental protection, and workplace health and safety matters. Mr. Wang held various senior project management positions at different international mining projects operated by NFC and its parent company, China Nonferrous Metal Mining (Group) Co. Ltd. ("CNMC"), including Project Manager of the Chambishi copper mine, a large-scale copper mine in Zambia, and Project Manager and Vice President from 2000 to 2006 and Chief Executive Officer from 2011 to 2017 of Tsairt Mineral LLC, the parent company of the Tumurtiin-Ovoo zinc mine in Mongolia. Mr. Wang is a certified engineer and obtained his bachelor's degree in civil engineering from Kunming University of Science and Technology in China in 1989 and a master's degree in business administration from Renmin University in China in 2013.

Mr. Zhang, age 54, has over 30 years of experience in financial accounting, auditing and corporate finance. Prior to joining the Company, Mr. Zhang spent over 30 years working in a number of different senior finance roles in NFC and CNMC's various subsidiaries and global offices, including as President of NFC's Kyrgyzstan office (November 2012 to December 2017), Deputy Manager of NFC's audit department (January 2003 to January 2004) and Chief Financial Officer of Guangdong Zhujiang Rare Metal Co. Ltd (January 2004 to September 2007), during which he was responsible for financial and accounting management. He was the Vice Manager of NFC's corporate development (investment) department (September 2007 to November 2012). Most recently, Mr. Zhang served as Manager of the cost control department of the first construction division of NFC (December 2017 to May 2018). Mr. Zhang obtained his bachelor's degree (September 1982 to July 1986) in economics at Dongbei University of Finance and Economics in China.

Mr. Guo, age 49, is a certified engineer with over 20 years of project management experience. Prior to joining the Company, Mr. Guo was Deputy Chief Engineer at Shanxi Hongsha First Construction Co., Ltd. ("Shanxi Hongsha") from January 2014 until May 2018, during which he was responsible for technical management. Mr. Guo spent over 9 years working in various management capacities in Shanxi Hongsha's Mongolia project department. Mr. Guo holds a bachelor's degree (September 1991 to June 1995) in survey engineering from the China University of Mining and Technology.

The appointment of Messrs. Wang, Zhang and Guo as executive officers of the Company has been approved by the Board of Directors of the Company (the "Board") upon the recommendation of the Nominating and Corporate Governance Committee of the Board, which is comprised of all independent non-executive directors, by reference to each of their respective duties and responsibilities as well as the prevailing market conditions.

Mr. Wang Bing, the Company's former interim Chief Executive Officer, is returning to his prior position as General Manager, Sales and Marketing of the Company. Mr. Yulan Guo, the Company's former Chief Financial Officer, is leaving the management team to pursue other business endeavors.

• 6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

  Not applicable.

• 7. OMITTED INFORMATION

  No information has been intentionally omitted from this form.

• 8. EXECUTIVE OFFICER

  The name and business number of an officer of the Company through whom an executive officer who is knowledgeable about the material change and this report may be contacted is:

  Allison Snetsinger

  Corporate Secretary

  Telephone: 604-762-6783

9.

DATE OF REPORT

DATED at Vancouver, British Columbia this 8th day of June, 2018.