November 13, 2014 CGS Asset Management Ltd. (“CGS”), as

November 13, 2014
CGS Asset Management Ltd. (“CGS”), as manager of the CGS Resource Fund Ltd. (the “Fund”) hereby
gives notice, for and on behalf of the Fund, to all holders of Class “A” Shares (“Shares”) of the Fund
(“Shareholders”) that, pursuant to the Fund’s Articles of Incorporation and Articles of Amendment (the
“Articles”), CGS and the Fund have determined that it is in the best interests of Shareholders to monetize
the Fund’s investment portfolio, effect the redemption of all Shares and facilitate the permanent
dissolution of the Fund pursuant to Paragraph 10 of the Fund’s Articles.
In order to facilitate CGS’ ability to effect an orderly monetization of the Fund’s investment portfolio and
implement a redemption process that treats all Shareholders in a fair and equitable manner, effective
immediately and pursuant to Paragraph 11(d) of the Fund’s Articles, the Fund has suspended all Share
redemptions by Shareholders.
The Fund has directed CGS to move the portfolio to a cash position by effecting the orderly liquidation of
existing portfolio securities. The Fund’s investment portfolio does not contain any illiquid investments
and CGS anticipates that the entire investment portfolio will be in a “cash” position within 30 days. Except
for the Shares, there are no other issued and outstanding securities of the Fund entitled to participate in
the net assets of the Fund.
The Fund has, effective as of today’s date and subject to verification by the Fund’s accountants, an
estimated net asset value of $14.4064 per Share, comprised of cash, liquid securities and a conditional
CRA receivable.
To effect the dissolution, once the investment portfolio has been fully monetized, the Fund anticipates
that it will declare and pay to Shareholders an Eligible Taxable Dividend and immediately thereafter
redeem and cancel all of the issued and outstanding Shares. The redemption price per Share will be
calculated in accordance with Fund’s Articles. More specifically, the redemption price per Share will be
calculated on the date immediately following the final monetization of the Fund’s investment portfolio
(the “Valuation Date”) and will be equal to the Class A Series Net Asset Value per Share as defined in the
Articles (the “Redemption Price”). This amount is net of all payable and accrued liabilities of the Fund as
estimated on the Valuation Date.
In order to expedite the return of capital to Shareholders during the dissolution process, the Fund has
established the following redemption process in accordance with Fund’s Articles; on the Valuation Date,
first the Fund expects to declare and pay an Eligible Taxable Dividend; and then immediately thereafter
the Fund will redeem and cancel all of the issued and outstanding Shares; following the redemption and
cancellation of Shares, the Fund will then distribute to Shareholders the Redemption Price per Share,
multiplied by the number of Shares held by that Shareholder (the “Redemption Amount”), less a holdback
amount equal to 10% of the Redemption Amount (the “Reserve”).
Payment of the Reserve to Shareholders will be deferred until a final reconciliation of assets and liabilities
of the Fund is completed and tax filings completed. Upon completion of the final reconciliation of assets
and liabilities, financial reporting and dissolution of the Fund, CGS will forward a final accounting of assets
and liabilities to Shareholders along with each Shareholder’s proportionate share of the remaining
Reserve.
No action is required on the part of the Shareholders to effect the redemption of the Shares.
As part of its regular reporting obligations, CGS has advised its principal regulator of its intensions, and
will ensure the wind down of the Fund is completed in accordance with securities regulation.
In summary, the Fund has suspended all share redemptions immediately to effect an orderly monetization
of its investment portfolio. CGS intends to make a cash distribution to all Shareholders in the week of
November 17th for the Eligible Taxable Dividend and the Redemption Amount less a Reserve holdback of
10%. The Reserve and all required tax receipts and documents will be distributed toward the end of this
year or early next year.
If you have any questions or concerns, please feel free to contact the Fund’s transfer agent, SGGG Fund
Services Inc., at [email protected], 416 967-0038 and select option 1, Clarence Chow of CGS
Asset Management Ltd. at [email protected], 403 571-0692, or Sandy Luttyck of CGS Asset
Management Ltd. at [email protected], 403 571-0691.

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