TSX:
CGG
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2099
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China Gold International Reports Results of its Annual General and Special Meeting of Shareholders

VANCOUVER, June 16, 2020 - China Gold International Resources Corp. Ltd. (TSX: CGG; HKEx: 2099) (the “Company” or “China Gold International Resources”) announces the results of its annual general and special meeting of shareholders (the “AGM”) held on June 16, 2020 (Vancouver time).

A total of 278,188,889 common shares, representing 70.18% of the issued and outstanding common shares of the Company, were present in person or by proxy at the meeting.  The detailed results are presented below:

No. Resolutions Number of Votes
  1.  
To set the number of directors of the Company at nine (9); For Against Total
277,840,497 348,392 278,188,889
  1.  
To elect as directors: For Withheld Total
(i) Liangyou JIANG 247,144,595 31,044,294 278,188,889
(ii) Shiliang GUAN 264,146,304 14,042,585 278,188,889
(iii) Weibin ZHANG 264,176,924 14,011,965 278,188,889
(iv) Junhu TONG 264,178,429 14,010,460 278,188,889
(v) Na TIAN 264,176,824 14,012,065 278,188,889
(vi) Ian HE 275,537,481 2,651,408 278,188,889
(vii) Wei SHAO 273,903,392 4,285,497 278,188,889
(viii) Bielin SHI 277,273,311 915,578 278,188,889
(ix) Ruixia HAN 277,273,331 915,558 278,188,889
  1.  
To re-appoint Deloitte Touche Tohmatsu
as the auditors of the Company and authorize
the board of directors to fix their remuneration;
For Withheld Total
278,110,747 78,142 278,188,889
  1.  
To grant to the board of directors a general
mandate to allot, issue and otherwise deal
with unissued shares not exceeding 20% of
the aggregate number of issued shares of the Company
as at the date of the passing of this resolution and the said
approval shall be limited accordingly;
For Against Total
247,340,663 30,848,226 278,188,889
  1.  
To grant to the board of directors a general mandate to
repurchase shares not exceeding 10% of the aggregate
number of issued shares of the Company as at the date
of the passing of this resolution and the said approval shall
be limited accordingly;
For Against Total
278,115,698 73,191 278,188,889
  1.  
To extend the share allotment mandate by the addition thereto
of the shares repurchased by the Company;
For Against Total
247,585,573 30,603,316 278,188,889
  1.  
To vote on an ordinary resolution of the independent shareholders
of the Company approving the 3rd Supplemental Products and
Services Framework Agreement, the Cap thereunder, and the
transactions contemplated thereunder; and
For Against Total
122,302,114 91,945 122,394,059
  1.  
To vote on an ordinary resolution of the independent shareholders
of the Company approving the 3rd Supplemental Contract for
Purchase and Sale of Doré, the Cap thereunder, and the transactions
contemplated thereunder.
For Against Total
122,300,744 93,315 122,394,059

Each of the 3rd Supplemental Contract for Purchase and Sale of Doré and the 3rd Supplemental Products and Services Framework Agreement constitute “related party transactions” for purposes of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”).  Pursuant to MI 61-101, related party transactions are subject to formal valuation and minority shareholder approval requirements unless an exemption is available.  The minority shareholder approval requirements are similar to those set out in the rules of the Hong Kong Stock Exchange, so since minority shareholder approval was received at the AGM, the Company has not considered applied exemptions which would be available under MI 61-101.  Each of the 3rd Supplemental Contract for Purchase and Sale of Doré and the 3rd Supplemental Products and Services Framework Agreement are exempt from the valuation requirements of MI 61-101.   The 3rd Supplemental Contract for Purchase and Sale of Doré is exempt pursuant to section 5.5(d) of MI 61-101 as it constitutes the sale of inventory of the Company in the ordinary course of business.  The 3rd Supplemental Products and Services Framework Agreement is comprised of several components.  The mining service component is not contemplated under MI 61-101 as constituting a related party transaction.  The sale of copper concentrate is exempt pursuant to section 5.5(d) of MI 61-101 as it constitutes the sale of inventory in the ordinary course of business.  The mining equipment product sale component is exempt as it is excluded from the definition of a related party transaction under MI 61-101 because under section (b) of the definition of a related party transaction, purchases of equipment from third parties only constitute a related party transaction if the proportion of the ownership interest is not equal to the proportion of the asset acquired from the third party.  In the case of the 3rd Supplemental Products and Services Framework Agreement, the Company leverages the buying power of China National Gold to procure better pricing for mining equipment than it would be able to on its own.

For additional information on China Gold International Resources Corp. Ltd., please refer to its SEDAR profile at www.sedar.com or contact Tel: 604?609?0598, Email: [email protected], Website: www.chinagoldintl.com

About China Gold International Resources

China Gold International Resources Corp. Ltd. is based in Vancouver, BC, Canada and operates both profitable and growing mines, the CSH Gold Mine in Inner Mongolia Autonomous Region, and the Jiama Copper-Gold Polymetallic Mine in Tibet Autonomous Region of the People’s Republic of China. The Company’s objective is to continue to build shareholder value by growing production at its current mining operations, expanding its resource base, and aggressively acquiring and developing new projects internationally. The Company is listed on the Toronto Stock Exchange (TSX: CGG) and the Main Board of The Stock Exchange of Hong Kong Limited (HKEx: 2099).

Cautionary Note About Forward-Looking Statements
Certain information regarding China Gold International Resources contained herein may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although China Gold International Resources believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. China Gold International Resources cautions that actual performance will be affected by a number of factors, most of which are beyond its control, and that future events and results may vary substantially from what China Gold International Resources currently foresees. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration results, continued availability of capital and financing and general economic, market or business conditions. The forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date.