Mongolia Growth Group Announces Return of Capital

Executive Summary

• Mongolia Growth Group Ltd. announced a proposed plan of arrangement that will exchange each existing common share for one new common share and $1.28 cash per share.
• The arrangement requires approval by two‑thirds of voting shareholders at a special meeting in May 2026, as well as court and TSX Venture Exchange approvals.
• After the transaction, the company expects to retain approximately $1 million in cash for ongoing operations and will continue its listing on the NEX while exploring new business opportunities.

Key Details

• Transaction Structure: Each outstanding common share will be converted into (i) one newly issued common share (with two votes per share) and (ii) one redeemable preferred share that will be immediately redeemed for cash at $1.28 per preferred share.
• Cash Distribution: Shareholders will receive $1.28 in cash for each common share held, amounting to a total redemption payout based on the number of shares outstanding.
• Approval Requirements:
• Two‑thirds shareholder approval at a special meeting scheduled for May 2026.
• Court of King's Bench of Alberta approval.
• TSX Venture Exchange (NEX) board approval and other customary closing conditions.
• Post‑Arrangement Cash Position: Approximately $1 million will be retained to fund ongoing costs and expenses.
• Future Outlook: The company intends to remain listed on the NEX and may pursue new business opportunities that could benefit shareholders.
• Circular Availability: Detailed information will be provided in a management information circular filed on SEDAR+ (www.sedarplus.ca). Shareholders are urged to review the circular before voting.

Notable Quotes

(No direct quotes were included in the release.)