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APAC Resources Limited Merger & Acquisition 2026
49688_rns_2026-05-08_7818dac4-e71b-40b2-802e-f9c273282b86.pdf
Merger & Acquisition
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.
APAC RESOURCES LIMITED
亞太資源有限公司
(Incorporated in Bermuda and re-domiciled to Hong Kong with limited liability)
(Stock Code: 1104)
(Warrant Code: 2478)
DISCLOSABLE TRANSACTION
SUBSCRIPTION OF SHARES IN TANAMI GOLD
SUBSCRIPTION OF SHARES IN TANAMI GOLD
The Board announces that the Company was approached by Tanami Gold about the Tanami Rights Issue and was asked whether the Group would subscribe for its entitlement. On 7 May 2026, ARML executed the Confirmation Letter, pursuant to which, it agreed to subscribe for its entitlement, being 544,021,444 shares in Tanami Gold (representing approximately 46.30% of the enlarged issued share capital of Tanami Gold after the Tanami Rights Issue) for an amount of approximately AUD32,641,000 (equivalent to approximately HK$185,179,000) (exclusive of transaction costs) under the Tanami Rights Issue, representing approximately AUD0.06 (equivalent to approximately HK$0.34) per share of Tanami Gold.
LISTING RULES IMPLICATIONS
As the applicable percentage ratio(s) for the Subscription is more than 5% but all are less than 25%, the Subscription constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and are subject to reporting and announcement requirements but exempt from circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.
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SUBSCRIPTION OF SHARES IN TANAMI GOLD
The Board announces that the Company was approached by Tanami Gold about the Tanami Rights Issue and was asked whether the Group would subscribe for its entitlement. On 7 May 2026, ARML executed the Confirmation Letter, pursuant to which, it agreed to subscribe for its entitlement, being 544,021,444 shares in Tanami Gold (representing approximately 46.30% of the enlarged issued share capital of Tanami Gold after the Tanami Rights Issue) for an amount of approximately AUD32,641,000 (equivalent to approximately HK$185,179,000) (exclusive of transaction costs) under the Tanami Rights Issue, representing approximately AUD0.06 (equivalent to approximately HK$0.34) per share of Tanami Gold.
Under the terms of the Tanami Rights Issue, the settlement date of the 544,021,444 shares in Tanami Gold is expected to be 2 June 2026 and the shares are expected to be allotted to ARML on 3 June 2026.
Upon completion of the Subscription, the Group will hold 1,088,042,888 shares in Tanami Gold, representing approximately 46.30% of the enlarged issued share capital of Tanami Gold after the Tanami Rights Issue.
Tanami Gold, being the issuer of the Tanami Rights Issue, is owned as to approximately 46.30% by the Group. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, save for the 46.30% interest that the Group holds in Tanami Gold, Tanami Gold and its other ultimate beneficial owner(s) are Independent Third Parties.
CONSIDERATION
The aggregate consideration for the Subscription is approximately AUD32,641,000 (equivalent to approximately HK$185,179,000) (exclusive of transaction costs) and shall be settled in cash from the Group's internal resources and/or borrowings.
The consideration of the Subscription was determined by reference to the subscription price of AUD0.06 per share of Tanami Gold in the Tanami Rights Issue which represents (i) a discount of approximately 34.8% to the closing price of the shares of Tanami Gold of AUD0.092 per share of Tanami Gold as quoted on the ASX on the last trading day ("Last Trading Day", being 5 May 2026, the day immediately before the halt of trading of shares of Tanami Gold); and (ii) a discount of approximately 37.0% to the average closing price of the shares of Tanami Gold of AUD0.0952 per share of Tanami Gold as quoted on the ASX for the last 5 trading days up to and including the Last Trading Day.
The Company will finance the Subscription through its own internal resources and/or borrowings which were planned for the Group's activities in resource investment, commodity business, general working capital and others ("Existing Plan"). Given Tanami Gold's approach about the Tanami Rights Issue and that a significant amount of resources will be reserved for the Subscription, the Board will evaluate its financial budget to see if equity or debt fund raising will otherwise be required for its Existing Plan. The Company will inform its shareholders by way of announcement as and when the Board has any concrete proposal.
INFORMATION ON THE COMPANY, THE GROUP AND ARML
The Company and the Group
The Company is a company incorporated in Bermuda and re-domiciled to Hong Kong with limited liability, the securities of which are listed on the main board of the Stock Exchange. The Group is an established investment fund and commodity trading house which owns strategic interests in natural resource companies with the main business lines comprising of primary strategic investment, resource investment, and commodity trading business, focused primarily on metals, mining and energy and investment in financial assets.
ARML
ARML is a company incorporated in BVI and re-domiciled to Hong Kong with limited liability and a wholly-owned subsidiary of the Company. It is principally engaged in investment holdings.
INFORMATION ON TANAMI GOLD
Tanami Gold is a company domiciled and incorporated in Australia, whose shares are traded on the ASX.
The principal activity of Tanami Gold and its subsidiaries is gold exploration, holding 50% interest in the Central Tanami Project Joint Venture. Tanami Gold is not yet in commercial production.
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Based on the audited consolidated financial statements of Tanami Gold, the consolidated net loss before and after taxation for the financial years ended 30 June 2025 and 2024 and the consolidated net assets of Tanami Gold as at 30 June 2025 and 2024 are as follows:
| For the year ended | For the year ended | |||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| AUD’000 | HK$’000 | AUD’000 | HK$’000 | |
| Consolidated net loss before taxation | (6,699) | (34,373) | (6,285) | (32,512) |
| Consolidated net loss after taxation | (5,842) | (29,975) | (6,147) | (31,798) |
| As at 30 June 2025 | As at 30 June 2024 | |||
| AUD’000 | HK$’000 | AUD’000 | HK$’000 | |
| Consolidated net assets | 42,506 | 218,098 | 46,371 | 239,877 |
As at 31 December 2025, the unaudited consolidated net assets of Tanami Gold is approximately AUD42,407,000 (equivalent to approximately HK$221,025,000).
Note: The translation of AUD into HK$ is based on the exchange rate of AUD1 to HK$5.173, AUD1 to HK$5.131 and AUD1 to HK$5.212 as at 30 June 2024, 30 June 2025 and 31 December 2025 respectively.
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION
The Company is focused on strategic investments in the natural resources sector, emphasising on gold exploration opportunities. Tanami Gold holds a 50% interest in the Central Tanami Project Joint Venture, which aims to develop and mine the million-ounce Groundrush Gold Deposit and any other economically viable gold deposits identified in the Tanami Gold Province. The remaining 50% interest in the Central Tanami Project Joint Venture is held by MGX Resources Limited (“MGX”) which, in turn, is 38.4% owned by the Group. MGX’s shares (Stock Code: MGX) are traded on ASX.
Tanami Gold is an associated company of the Group. The Company has no control of the board of Tanami Gold or its financial management. The Tanami Rights Issue is a proposal formulated by Tanami Gold, and presented to the Company for its decision to participate or not. Having considered Tanami Gold’s proposal, the Board after due consideration believed that maintaining the Group’s shareholding level in Tanami Gold is in the best interest of the Company and the shareholders of the Company as a whole.
The Board is confident in Tanami Gold and also maintains a positive outlook on gold, as the demand for safe-haven asset has been continuously driven by escalating geopolitical tensions and economic uncertainty, leading to record-high gold prices. The Directors believe the Subscription represents a compelling opportunity to generate returns and align with the Company's strategic focus on value creation.
As the consideration of the Subscription was equal to the subscription price of AUD0.06 per share of Tanami Gold under the Tanami Rights Issue, the Directors (including the independent non-executive Directors) are of the view that the Subscription was fair and reasonable, on normal commercial terms and in the interests of the Company and the shareholders of the Company as a whole.
LISTING RULES IMPLICATIONS
As the applicable percentage ratio(s) for the Subscription is more than 5% but all are less than 25%, the Subscription constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and are subject to reporting and announcement requirements but exempt from circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:
"ARML" APAC Resources Mining Limited, a company incorporated in BVI and re-domiciled to Hong Kong with limited liability, and a wholly-owned subsidiary of the Company;
"ASX" the Australian Securities Exchange;
"AUD" Australian dollar(s), the lawful currency of Australia;
"Board" the board of Directors;
"BVI" the British Virgin Islands;
"Company" APAC Resources Limited, a company incorporated in Bermuda and re-domiciled to Hong Kong with limited liability, the securities of which are listed on the main board of the Stock Exchange (Stock Code: 1104 and Warrant Code: 2478);
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“Confirmation Letter” the confirmation of allocation letter executed by ARML dated 7 May 2026 on the Subscription;
“Directors” the directors of the Company;
“Group” the Company and its subsidiaries;
“HK$” Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China;
“Independent Third Party(ies)” third party(ies) independent of the Company and its connected persons (as defined in the Listing Rules);
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;
“percentage ratio(s)” percentage ratio(s) as set out in Rule 14.07 of the Listing Rules to be applied for determining the classification of a transaction;
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Subscription” the subscription of 544,021,444 shares of Tanami Gold by ARML under the Tanami Rights Issue on 7 May 2026 for an amount of approximately AUD32,641,000 (equivalent to approximately HK$185,179,000) (exclusive of transaction costs);
“Tanami Gold” Tanami Gold NL, a company domiciled and incorporated in Australia listed on the ASX (Stock Code: TAM), and owned as to approximately 46.30% by the Group;
“Tanami Rights Issue” the renounceable issue by way of rights of 1 rights share of Tanami Gold for every 1 existing share of Tanami Gold; and
“%” per cent.
Unless otherwise stated, amounts in AUD have been translated into HK$ at the exchange rate on the date of the Subscription at HK$5.673 to AUD1 for illustration purpose only. No representation has been made that any amount in AUD or HK$ can be or could have been converted at the relevant dates at the above rates or any other rates at all.
On behalf of the Board
APAC Resources Limited
Andrew Ferguson
Executive Director
Hong Kong, 8 May 2026
As at the date of this announcement, the directors of the Company are:
Executive Director
Mr. Andrew Ferguson (Chief Executive Officer)
Non-Executive Directors
Mr. Arthur George Dew (Chairman) (Mr. Wong Tai Chun, Mark as his alternate), Mr. Lee Seng Hui and Ms. Lam Lin Chu
Independent Non-Executive Directors
Mr. Wang Hongqian, Mr. Kelvin Chau Kwok Wing and Mr. Li Chak Hung
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