G-Resources Group Limited — Capital/Financing Update 2011

Jul 28, 2011

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. This announcement is not an offer for sale, or solicitation for offer to buy, any securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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G-Resources Group Limited 國際資源集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1051)

PLACING OF NEW SHARES UNDER GENERAL MANDATE AND RESUMPTION OF TRADING

Sole Bookrunner and Co-Lead Manager

Co-Lead Manager

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Co-Manager

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PLACING OF NEW SHARES

On 27 July 2011, the Company, Morgan Stanley & Co. International plc, Kingston Securities Limited and Essence International Securities (Hong Kong) Limited (the Placing Agents ) entered into a placing agreement (the Placing Agreement ) pursuant to which the Placing Agents have conditionally agreed with the Company to procure investors to subscribe for, or failing which, to subscribe, 2,813,364,000 new Shares of the Company (the Placing Shares ) on a several basis at a price of HK$0.60 per Placing Share (the Placing ).

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The Directors announce that the Placing was well-received from investors and has been oversubscribed.

The Placing Shares represent (i) approximately 20% of the existing issued share capital of the Company (consisting of 14,066,831,950 Shares in issue as at the date of this announcement); and (ii) approximately 16.67% of the Company’s issued share capital as enlarged by the Placing (assuming the Placing is completed in full).

The Placing Price of HK$0.60 represents (i) a discount of approximately 9.09% to the closing price of HK$0.66 per Share as quoted on the Stock Exchange on 26 July 2011 (being the last full trading day prior to the suspension in trading of the Shares on the Stock Exchange pending the release of this announcement); and (ii) a discount of approximately 7.69% to the average closing price of approximately HK$0.65 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including 26 July 2011.

The maximum gross proceeds and net proceeds (after deduction of all related costs, fees expenses and commission) from the Placing will be approximately HK$1,688,018,400 and HK$1,661,270,875 respectively. The Company intends to utilise the net proceeds for the purpose of capital expenditure on the Martabe Project. The net proceeds raised per Share upon completion of the Placing will be approximately HK$0.59 per Share.

The Placing Shares are to be issued under the General Mandate granted to the Directors at the annual general meeting of the Company held on 8 December 2010.

The Placing is conditional upon, among others, the Listing Committee granting the listing of and permission to deal in the Placing Shares.

Completion of the Placing is subject to the satisfaction of the condition precedent in the Placing Agreement. As the Placing may or may not proceed, shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

RESUMPTION OF TRADING

At the request of the Company, dealings in the Shares have been suspended with effect from 9:00 a.m. on 27 July 2011 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in the Shares with effect from 9:00 a.m. on 28 July 2011 following the publication of this announcement.

THE PLACING AGREEMENT

Date: 27 July 2011

Parties: the Company and the Placing Agents

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The Company has appointed (i) Morgan Stanley as the sole bookrunner for the Placing; (ii) Morgan Stanley and Kingston Securities as the co-lead managers for the Placing; and (iii) Essence International as the co-manager for the Placing. The Placing Agents have conditionally agreed with the Company, subject to the terms and conditions of the Placing Agreement, to procure investors to subscribe for, or failing which, to subscribe 2,813,364,000 new Shares at a price of HK$0.60 per Placing Share (the Placing Price ) on a several basis.

Placing Agents

To the best of the Directors’ knowledge, information and belief, the Placing Agents and their ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules).

Placees

The Placing Shares will be placed by the Placing Agents to not less than six (6) placees (the Placees ), who and whose ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules). None of the individual Placee will become a substantial Shareholder (as defined in the Listing Rules) immediately after completion of the Placing.

Placing Shares

The Placing Shares represent (i) approximately 20% of the existing issued share capital of the Company (consisting of 14,066,831,950 Shares in issue as at the date of this announcement); and (ii) approximately 16.67% of the Company’s issued share capital as enlarged by the Placing (assuming the Placing is completed in full).

Ranking of the Placing Shares

The Placing Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue on the date of the allotment and issue of the relevant Placing Shares.

Placing Price

The Placing Price of HK$0.60 represents:

• (i) a discount of approximately 9.09% to the closing price of HK$0.66 per Share as quoted on the Stock Exchange on 26 July 2011 (being the last full trading day prior to the suspension in trading of the Shares on the Stock Exchange pending the release of this announcement); and

• (ii) a discount of approximately 7.69% to the average closing price of approximately HK$0.65 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including 26 July 2011.

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The Placing Agreement was arrived at after arm’s length negotiations between the Company and the Placing Agents. The Directors (including the independent non-executive Directors) consider that the terms of the Placing Agreement (including the placing fee and the Placing Price) are on normal commercial terms and are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

After taking into account all related costs, fees, expenses and commission of the Placing, the net Placing Price is approximately HK$0.59 per Placing Share.

Undertaking by the Company

The Company has undertaken to the Placing Agents to procure, that save for (i) the grant of share options under the Company’s share option scheme adopted by the shareholders of the Company on 30 July 2004; (ii) the grant of share options to Mr. Owen L Hegarty, Mr. Peter Albert and certain employees of the Company on 15 July 2009; and (iii) the exercise of such share options stated in (i) and (ii) herein, for a period of 180 days from the Closing Date (except for the issue of the Placing Shares (subject to the prior written agreement of the Placing Agent), the Company will not (a) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to any Shares or interest in Shares; or (b) agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions described in (a) above; or (c) announce any intention to enter into or effect any such transaction described in (a) or (b) above.

Condition precedent

Completion of the Placing is conditional upon the Listing Committee granting the listing of, and permission to deal in, the Placing Shares.

If the condition precedent is not fulfilled on or prior to 9:30 a.m. on 10 August 2011 (or such later date as the Company and the Placing Agents may mutually agree), the Placing Agreement and the obligations of the Placing Agents under the Placing Agreement shall cease and terminate at that time.

Termination of Placing

The Placing Agreement contains provisions granting Morgan Stanley or Kingston Securities the right to terminate the Placing Agreement without liability to the Company by giving notice in writing to the Company at any time prior to 11:00 a.m. on the Closing Date (as defined below):

• (i) if there develops, occurs or comes into force:

• (a) any new law or regulation or any change or development involving a prospective change in existing laws or regulations in any relevant jurisdiction which in the absolute opinion of Morgan Stanley or Kingston Securities has or is likely to have a material adverse effect on the financial position, trading position or prospects of the Group as a whole; or

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• (b) any significant change (whether or not permanent) in local, national or international monetary, economic, financial, political or military conditions which in the absolute opinion of Morgan Stanley or Kingston Securities is or would be materially adverse to the success of the Placing; or

• (c) any significant change (whether or not permanent) in local, national or international securities market conditions or currency exchange rates or foreign exchange rates or foreign exchange controls which in the judgment of Morgan Stanley or Kingston Securities is or would be materially adverse to the success of the Placing; or makes it impracticable or inadvisable or inexpedient to proceed therewith; or

• (d) a general moratorium on commercial banking activities in Hong Kong, London or New York declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in Hong Kong, the United Kingdom or the United States; or

• (e) a change or development involving a prospective change in Taxation adversely affecting the Company, the Placing Shares or the transfer thereof; or

• (f) any outbreak or escalation of hostilities or act of terrorism involving Hong Kong, the PRC, the United Kingdom or the United States or the declaration by Hong Kong, the PRC, the United Kingdom or the United States of a national emergency or war; or

• (g) any suspension of dealings in the Shares for any period whatsoever (other than as a result of the Placing); or

• (h) any moratorium, suspension or material restriction on trading in shares or securities generally on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the London Stock Exchange, the New York Stock Exchange or Nasdaq due to exceptional financial circumstances or otherwise at any time prior to the Closing Date; or

• (ii) any breach of any of the representations, warranties and undertakings by the Company in the Placing Agreement comes to the knowledge of Morgan Stanley or Kingston Securities or any event occurs or any matter arises on or after the date hereof and prior to 10:00 a.m. on the Closing Date which if it had occurred or arisen before the date hereof would have rendered any of such representations, warranties and undertakings untrue or incorrect in any respect and any such breach or failure is material or (in the absolute opinion of Morgan Stanley or Kingston Securities) is or would materially and adversely affect the financial position or business of the Group or is or would be materially adverse to the success of the Placing, or there has been a breach of, or failure to perform, any other provision of the Placing Agreement on the part of the Company; or

• (iii) there is any such adverse change, or development involving a prospective adverse change in the general affairs, condition, results of operations or prospects, management, business, shareholders’ equity or in the financial or trading position of the Group as a whole which in the absolute opinion of Morgan Stanley or Kingston Securities is materially adverse to the success of the Placing.

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Each of the Placing Agents shall have the right exercisable at any time by notice in writing to the Company to terminate the Placing Agreement if any of the deliverables or any of the Placing Shares are not delivered by or on behalf of the Company in accordance with the Placing Agreement.

If Morgan Stanley, Kingston Securities or any Placing Agent exercises such right to terminate the Placing Agreement, the Placing will not proceed.

Application for listing

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

General Mandate to issue the Placing Shares

The issue of the Placing Shares is not subject to Shareholders’ approval.

The Placing Shares will be issued pursuant to the General Mandate granted to the Directors at the annual general meeting of the Company held on 8 December 2010, subject to the limit of up to 2,813,366,390 Shares (representing 20% of the issued share capital of the Company in issue on that date). As at the date of this announcement, the General Mandate has not been utilised. The maximum of 2,813,364,000 Placing Shares to be allotted and issued will partially utilise the General Mandate.

Completion of the Placing

Completion of the Placing will take place on 3 August 2011(the Closing Date ) or such other time and/or date as the Company and the Placing Agents may agree in writing.

Completion of the Placing is subject to the satisfaction of the condition precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activities in the past twelve months immediately preceding the date of this announcement.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is principally engaged in the mining business.

The Directors are of the view that the Placing will strengthen the financial position of the Group, including its abilities to meet any future obligations. The Directors consider that the terms of the Placing, including the rate of the placing commission, are fair and reasonable based on the current market conditions. Accordingly, the Directors consider that the Placing is in the interests of the Company and the Shareholders as whole.

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The gross proceeds from the Placing will be approximately HK$1,688,018,400. The net proceeds from the Placing, after the deduction of the placing commissions and other related expense, are estimated to be approximately HK$1,661,270,875. The Company intends to use the net proceeds from the Placing for the purpose of capital expenditure on the Martabe Project.

LEVEL OF INTEREST IN THE PLACING

The Directors announce that the Placing was well-received from investors and has been over-subscribed.

RESUMPTION OF TRADING

At the request of the Company, dealings in the Shares have been suspended with effect from 9:00 a.m. on 27 July 2011 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in the Shares with effect from 9:00 a.m. on 28 July 2011 following the publication of this announcement.

DEFINITIONS

“Board”	the board of Directors
“Company”	G-Resources Group Limited, an exempted company incorporated in
	Bermuda with limited liability and whose shares are listed on the Stock
	Exchange (stock code: 1051)
“connected person(s)”	has the meaning given to that term in the Listing Rules
“Director(s)”	director(s) of the Company
“Essence International”	Essence International Securities (Hong Kong) Limited, a licensed
	corporation to carry out type 1 (dealing in securities) and type 4
	(advising on securities) regulated activities under the SFO
“General Mandate”	the general mandate granted to the Directors by the Shareholders
	pursuant to an ordinary resolution passed at the annual general meeting
	of the Company held on 8 December 2010
“Group”	the Company and its subsidiaries
“Kingston Securities”	Kingston Securities Limited, a licensed corporation to carry on type 1
	regulated activities (dealing in securities) under the SFO
“Listing Committee”	the Listing Committee of the Stock Exchange

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“Martabe Project”	the Martabe Project is located on the western side of the Indonesian
	island of Sumatra in the Province of North Sumatra, in the Batangtoru
	sub-district. For more details on the Martabe Project and its latest
	quarterly development, please refer to the announcement of the
	Company dated 3 May 2011
“Morgan Stanley”	Morgan Stanley & Co. International plc (and in so far as Morgan
	Stanley, in performing its functions under the Placing Agreement, will
	be “dealing in securities” as defined in Part 2 of Schedule 5 of the SFO,
	it shall only do so through its agent, Morgan Stanley Asia Limited,
	and only in circumstances such that none of the sub-provisos (I), (II),
	(III), (IV) and (V) in sub-paragraph (iv) to the definition of “dealing in
	securities” in Part 2 of Schedule 5 of the SFO is applicable)
“Placing”	the placing of the Placing Shares by the Placing Agents pursuant to the
	terms of the Placing Agreement
“Placing Agents”	Morgan Stanley, Kingston Securities and Essence International
“Placing Agreement”	a conditional placing agreement dated 27 July 2011 entered into
	between the Company and the Placing Agents in relation to the Placing
“Placing Price”	HK$0.60 per Share
“Placing Shares”	2,813,364,000 new Shares, to be allotted and issued by the Company
	pursuant to the General Mandate and the Placing
“PRC”	the People’s Republic of China
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the laws of Hong
	Kong)
“Share(s)”	ordinary share(s) of HK$0.01 each in the issued share capital of the
	Company
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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“Taxation”

all forms of taxation whether of Hong Kong or elsewhere in the world whenever imposed and all statutory, governmental, state, provincial, local governmental or municipal impositions, duties and levies and all penalties, charges, costs and interests relating thereto

“United States”

the United States of America

By Order of the Board G-Resources Group Limited Chiu Tao Chairman

Hong Kong, 28 July 2011

As at the date of this announcement, the Board comprises (i) Mr. Chiu Tao, Mr. Owen L Hegarty, Mr. Peter Geoffrey Albert, Mr. Ma Xiao, Mr. Wah Wang Kei, Jackie, Mr. Hui Richard Rui and Mr. Kwan Kam Hung, Jimmy as executive directors of the Company; (ii) Mr. Tsui Ching Hung as non-executive director of the Company; and (iii) Mr. Or Ching Fai, Ms. Ma Yin Fan and Mr. Leung Hoi Ying as independent non-executive directors of the Company.

• For identification purpose only

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