G-Resources Group Limited — Capital/Financing Update 2012

May 22, 2012

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.

PALADIN LIMITED

(Incorporated in Bermuda with limited liability) (Stock code: 495 and 642 (Preference Shares))

RESULTS OF THE OPEN OFFER

The board of directors is pleased to announce that all the conditions set out in the Underwriting Agreement were fulfilled and the Open Offer became unconditional.

As at 4:00 p.m. on Monday, 14 May, 2012, being the latest time for application and payment for the Open Offer Shares and excess Open Offer Shares, (i) a total of 23 valid applications for Open Offer Shares had been received on Application Forms for a total of 119,579,733 Open Offer Shares, representing approximately 55.65% of the total number of Open Offer Shares available for subscription under the Open Offer, and (ii) a total of 12 valid applications for excess Open Offer Shares had been received on Excess Application Forms for a total of 1,689,684 Open Offer Shares, representing approximately 0.79% of the total number of Open Offer Shares offered under the Open Offer.

As the Open Offer Shares were not fully subscribed, 93,591,179 Open Offer Shares which have not been applied for have been taken up by Gold Seal in accordance with the terms of the Underwriting Agreement.

Share certificates for the Open Offer Shares are expected to be posted by ordinary post on or before Wednesday, 23 May, 2012 at their own risk. Dealings in the Open Offer Shares are expected to commence on Thursday, 24 May, 2012.

Reference is made to the offering circular of Paladin Limited published on 27 April, 2012 (“ Offering Circular ”) containing the Open Offer on the basis of assured allotments of two Open Offer Shares for every five existing Ordinary Shares held by the Qualifying Shareholders on the Record Date. Capitalised terms used herein shall, unless otherwise defined, have the meanings ascribed to them in the Offering Circular.

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RESULTS OF THE OPEN OFFER

The board of directors of the Company is pleased to announce that all the conditions set out in the Underwriting Agreement were fulfilled and the Open Offer became unconditional.

As at 4:00 p.m. on Monday, 14 May, 2012, being the latest time for application and payment for the Open Offer Shares and excess Open Offer Shares, (i) a total of 23 valid applications for Open Offer Shares had been received on Application Forms for a total of 119,579,733 Open Offer Shares, representing approximately 55.65% of the total number of Open Offer Shares available for application under the Open Offer, and (ii) a total of 12 valid applications for excess Open Offer Shares had been received on Excess Application Forms for a total of 1,689,684 Open Offer Shares, representing approximately 0.79% of the total number of Open Offer Shares offered under the Open Offer. In aggregate, a total of 35 valid acceptances and excess applications for 121,269,417 Open Offer Shares had been received, representing approximately 56.44% of the total number of 214,860,596 Open Offer Shares offered under the Open Offer. The board of directors has resolved that all valid applications for 1,689,684 excess Open Offer Shares will be allotted in full.

As the Open Offer Shares were not fully subscribed, 93,591,179 Open Offer Shares which have not been applied for representing approximately 43.56% of the total number of Open Offer Shares and approximately 12.45% of the total number of issued Ordinary Shares of 752,012,088 immediately after completion of the Open Offer, have been taken up by Gold Seal in accordance with the terms of the Underwriting Agreement.

CHANGE IN SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the directors of the Company’s knowledge and information, the shareholding structure of the Company immediately before and after completion of the Open Offer is as follows:

	Immediately	before completion of the Open	before completion of the Open	Offer	Immediately	after completion of the Open	after completion of the Open	Offer
	No. of		No. of		No. of		No. of
	Ordinary		Preference		Ordinary		Preference
Shareholders	Shares	%	Shares	%	Shares	%	Shares	%
Five Star Investments Limited	267,815,017	49.86%	133,907,508	52.46%	374,941,023	49.86%	133,907,508	52.46%
Goldenfield Equities Limited	21,035,000	3.92%	9,099,014	3.56%	29,449,000	3.92%	9,099,014	3.56%
Oung Da Ming	–	0.00%	50,000,000	19.59%	–	0.00%	50,000,000	19.59%
Chen Te Kuang Mike	5,000,000	0.93%	2,500,000	0.98%	7,000,000	0.93%	2,500,000	0.98%
Oung Shih Hua, James	5,000,000	0.93%	2,500,000	0.98%	7,000,000	0.93%	2,500,000	0.98%
Oung I Ming	1,200,000	0.22%	–	0.00%	1,200,000	0.16%	–	0.00%
Sward Finance Limited	200,000	0.04%	–	0.00%	200,000	0.03%	–	0.00%
Gold Seal	–	0.00%	–	0.00%	93,591,179	12.45%	–	0.00%
Oung Family	300,250,017	55.90%	198,006,522	77.57%	513,381,202	68.27%	198,006,522	77.57%
Public	236,901,475	44.10%	57,249,408	22.43%	238,630,886	31.73%	57,249,408	22.43%
Total	537,151,492	100.00%	255,255,930	100.00%	752,012,088	100.00%	255,255,930	100.00%

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DESPATCH OF SHARE CERTIFICATES AND COMMENCEMENT OF DEALINGS IN THE OPEN OFFER SHARES

Share certificates for the Open Offer Shares are expected to be posted by ordinary post on or before Wednesday, 23 May, 2012 to the Qualifying Shareholders who have successfully applied for the Open Offer Shares and excess Open Offer Shares at their own risk. Dealings in the Open Offer Shares are expected to commence on Thursday, 24 May, 2012.

By order of the board of Paladin Limited Law Fong Chairman

Hong Kong, 22 May, 2012

As at the date of this announcement, the executive directors of the Company are Mr. Law Fong and Mr. Chen Te Kuang Mike, the non-executive director is Mr. Oung Shih Hua James and the independent non-executive directors are Mr. Zhu Pei Qing, Ms. Lu Ti Fen and Mr. Kwok Wai Chi.

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