G-Resources Group Limited — Capital/Financing Update 2013

Aug 29, 2013

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 a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus to be published by the Company in connection with the proposed rights issue. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States. This announcement is for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Neither this announcement nor anything in this announcement forms the basis for any contract or commitment whatsoever.

Distribution of this announcement into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any of such jurisdiction.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’) or the laws of any state of the United States, and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state laws. There is no intention to register any portion of the rights issue or any securities described in this announcement in the United States or to conduct a public offering of securities in the United States.

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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)

RIGHTS ISSUE ON THE BASIS OF TWO

RIGHTS SHARES FOR EVERY FIVE EXISTING SHARES HELD ON THE RECORD DATE AT HK$0.16 PER RIGHTS SHARE AND CLOSURE OF REGISTER OF MEMBERS

Underwriter

• For identification purposes only

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RIGHTS ISSUE

The Company intends to raise not less than approximately HK$1,211.0 million before expenses by way of a rights issue of not less than 7,568,593,180 Rights Shares at a price of HK$0.16 per Rights Share.

The Company will provisionally allot two Rights Shares in nil-paid form for every five Existing Shares held by the Qualified Shareholders on the Record Date. The Rights Issue is not available to the Excluded Shareholders.

The nil-paid Rights Shares proposed to be provisionally allotted represent: (a) approximately 40% of the Company’s existing issued share capital; and (b) approximately 29% of the Company’s enlarged issued share capital as enlarged by the issue of the Rights Shares.

As at the date of this announcement, CST Mining, a substantial shareholder of the Company through its wholly-owned subsidiary, Skytop, is the ultimate beneficial owner of 3,115,231,571 Shares, representing approximately 16.46% of the issued share capital of the Company.

Pursuant to the Irrevocable Undertaking, CST Mining has among other things, irrevocably and unconditionally undertaken to the Company and the Underwriter that (i) such Shares currently owned by Skytop will remain owned by Skytop at the close of business on the Record Date, (ii) it will accept or procure the acceptance of the 1,246,092,628 Rights Shares, representing its full entitlement to the new Shares under the Rights Issue and (iii) it will apply for, or procure the application for 2,098,811,747 Rights Shares in excess of those which will be provisionally allotted to Skytop by way of excess application under the Rights Issue.

The Underwriter has conditionally agreed to fully underwrite all the Underwritten Rights Shares.

WARNING OF THE RISK OF DEALING IN SHARES

It should be noted that the Rights Issue is conditional upon, among other things, the Underwriting Agreement becoming unconditional and not being terminated in accordance with the terms referred to under the section headed ‘‘Rights Issue — Underwriting arrangements’’ below.

If the Underwriting Agreement does not become unconditional or is terminated, the Rights Issue will not proceed.

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Any Shareholder or other person dealing in Shares from now up to the date on which all conditions to which the Rights Issue is subject are fulfilled (and the date on which the Underwriter’s right of termination of the Underwriting Agreement ceases), or in the Rights Shares in nil-paid form on the Stock Exchange during the period in which they may be traded in their nil-paid form, will bear the risk that the Rights Issue may not become unconditional or may not proceed. If in any doubt, Shareholders and potential investors are recommended to consult their professional advisers. Shareholders and potential investors should exercise caution in dealing in the securities of the Company.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from 5 September 2013 to 6 September 2013 (both days inclusive) during which period no transfer of Shares will be registered.

GENERAL

The Prospectus Documents are expected to be posted to the Qualified Shareholders on 11 September 2013. The Company will, to the extent reasonably practicable and legally permitted, send the Rights Issue Prospectus to the Excluded Shareholders (if any) for information purposes only.

RIGHTS ISSUE

The Board announces that the Rights Issue is proposed with the terms set out below:

Issue statistics (prepared on the basis of the Company’s 18,921,482,950 Shares in issue and without taking into account any Shares which may be issued between the date of this announcement and the Record Date)

Basis of the Rights Issue:

Two Rights Shares for every five Existing Shares held on the Record Date by the Qualified Shareholders

Subscription Price for the HK$0.16 per Rights Share Rights Issue:

Number of Shares in issue: 18,921,482,950 Shares

Number of outstanding Share Options:

As at the date of this announcement, the Company has 963,987,355 outstanding Share Options, 696,388,165 of which shall be exercisable on or before the Record Date.

Number of outstanding share As at the date of this announcement, the Company has options under the Share Option 430,252,906 outstanding share options under the Share Agreements: Option Agreements, 286,835,270 of which shall be exercisable on or before the Record Date.

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Number of Rights Shares:

Not less than 7,568,593,180 Rights Shares (assuming no new Shares are allotted pursuant to any exercise of Share Options or options under the Share Option Agreements on or before the Record Date) and not more than 7,634,935,994 Rights Shares (assuming all Share Options or options under the Share Option Agreements exercisable on or before the Record Date are exercised but excluding those options that are subject to the 2009 Option Undertakings and the Option Undertakings)

• Enlarged issued share capital of the Company upon completion of the Rights Issue:

HK$264,900,761.3 comprising 26,490,076,130 Shares (assuming no new Shares are allotted pursuant to any exercise of Share Options or options under the Share Option Agreements on or before the Record Date) and HK$267,222,759.81 comprising 26,722,275,981 Shares (assuming all Share Options or options under the Share Option Agreement exercisable on or before the Record Date are exercised but excluding those options that are subject to the 2009 Option Undertakings and the Option Undertakings)

Underwriter: UBS AG, Hong Kong Branch

Apart from the Share Options and the share options outstanding under the Share Option Agreements, there are no other convertible securities, options or warrants in issue which would otherwise confer any right to subscribe for, convert or exchange into the new Shares which may be issued and allotted to the Shareholders on or before the Record Date. The Directors have confirmed that, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules, they will not apply for excess Rights Shares under the Rights Issue.

The nil-paid Rights Shares proposed to be provisionally allotted pursuant to the terms of the Rights Issue represent: (a) approximately 40% of the Company’s existing issued share capital; and (b) approximately 29% of the Company’s enlarged issued share capital as enlarged by the issue of the Rights Shares.

Qualified Shareholders

To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company at the close of business on the Record Date and not be an Excluded Shareholder.

In order to be registered as a member of the Company at the close of business on the Record Date so as to qualify for the Rights Issue, any transfer of Shares must be lodged with the Company’s branch share registrar in Hong Kong, being Union Registrars Limited, 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 4 September 2013.

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Closure of register of members

The register of members of the Company will be closed from 5 September 2013 to 6 September 2013 (both days inclusive) during which period no transfer of Shares will be registered.

Subscription Price

The Subscription Price is HK$0.16 per Rights Share payable in full by a Qualified Shareholder upon acceptance of the relevant provisional allotment of Rights Shares or, where applicable, upon application for excess Rights Shares under the Rights Issue or when a transferee of nil-paid Rights Shares subscribes for Rights Shares. The Subscription Price represents:

• (i) a discount of approximately 50% to the Last Closing Price;

• (ii) a discount of approximately 41.7% to the theoretical ex-rights price of HK$0.27 per Share, which is calculated on the basis of the Last Closing Price;

• (iii) a discount of approximately 46.1% to the average of the closing prices per Share for the five trading days ended on the Last Trading Day of approximately HK$0.30;

• (iv) a discount of approximately 46.0% to the average of the closing prices per Share for the ten trading days ended on the Last Trading Day of approximately HK$0.30; and

• (v) a discount of approximately 57.2% to the unaudited consolidated net tangible asset value attributable to equity holders of the Company per Share as at 31 December 2012 of approximately HK$0.37 (based on 18,921,482,950 Shares in issue as at the date of this announcement).

The Subscription Price was arrived at after arm’s length negotiations between the Company and the Underwriter with reference to the then market environment and the prevailing Share prices. Each Qualified Shareholder will be entitled to subscribe for the Rights Shares at the same Subscription Price in proportion to its/his/her shareholding held on the Record Date. After taking into consideration the reasons for the Rights Issue as stated in the section headed ‘‘Reasons for and Benefits of the Rights Issue and Use of Proceeds’’ below, the Directors consider the terms of the Rights Issue, including the Subscription Price (and the discounts to the relative values as indicated above) and in the context of the Company’s long-term business strategy, to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Basis of provisional allotment

The basis of the provisional allotment shall be two Rights Shares for every five Existing Shares held, being not less than 7,568,593,180 Rights Shares at a price of HK$0.16 per Rights Share. Application for all or any part of a Qualified Shareholder’s provisional allotment should be made by completing the PAL and lodging the same with a remittance for the Rights Shares being applied for. No odd lot matching services will be provided.

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Share certificates and refund cheques for the Rights Issue

Subject to the fulfillment or waiver (where applicable) of the conditions of the Rights Issue, share certificates for all fully paid Rights Shares are expected to be posted on 7 October 2013 to those who have accepted and (where applicable) applied for, and paid for, the Rights Shares by ordinary post at their own risk. Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (if any) are expected to be posted on 7 October 2013 by ordinary post to the applicants at their own risk.

Status of the Rights Shares

The Rights Shares, when allotted, issued and fully paid, will rank pari passu in all respects with the Shares then in issue such that holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions, the record dates of which are on or after the date of allotment of the Rights Shares.

Fractions of the Rights Issue

Fractional entitlements for the nil-paid Rights Shares will not be issued but will be aggregated and sold, if a premium (net of expenses) can be obtained, for the benefit of the Company. Any unsold aggregate of fractions of nil-paid Rights Shares will be made available for excess application under the Excess Application Forms. See section headed ‘‘Rights Issue — Application for excess Rights Shares’’ below.

Rights of Overseas Shareholders

The Rights Issue Prospectus will not be registered under applicable securities law of any jurisdiction other than Hong Kong. Overseas Shareholders may not be eligible to take part in the Rights Issue as explained below.

The Company will make enquiries regarding the feasibility of extending the Rights Issue to the Overseas Shareholders. If, based on advice received from the relevant legal advisers, the Board considers that it is necessary or expedient not to offer the Rights Shares to certain Overseas Shareholders (that is, those Overseas Shareholders who are the Excluded Shareholders) on account either of the legal restrictions under the laws of the place of its/ his/her/their registered address(es) or the requirements of the relevant regulatory body or stock exchange in that place, the Rights Issue will not be made available to such Overseas Shareholders. The basis for excluding the Excluded Shareholders, if any, from the Rights Issue will be set out in the Rights Issue Prospectus to be issued.

The Company will, to the extent reasonably practicable and legally permitted, send copies of the Rights Issue Prospectus to the Excluded Shareholders (if any) for information purposes only, but the Company will not send any PALs or Excess Application Forms to the Excluded Shareholders.

Arrangements will be made for the Rights Shares, which would otherwise have been provisionally allotted to the Excluded Shareholders, to be sold in the market in their nil-paid form as soon as practicable after the commencement of the dealings in the nil-paid Rights Shares, at such premium in excess of the expenses of sale as may reasonably be obtained. The net proceeds of such sale, less expenses of sale, will be divided on a pro rata basis to

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the Excluded Shareholders, provided that the Company will pay individual amounts of more than HK$100 to the relevant Excluded Shareholders in Hong Kong dollars and will retain individual amounts of HK$100 or less for its own benefit.

Application for excess Rights Shares

Qualified Shareholders may, by way of excess application, apply for any unsold entitlements of the Excluded Shareholders, any nil-paid Rights provisionally allotted to the Qualified Shareholders but not accepted and any unsold Rights Shares created by aggregating fractions of nil-paid Rights.

Application for excess Rights Shares may be made by completing the Excess Application Form to be despatched to the Qualified Shareholders together with the Rights Issue Prospectus and lodging the same with a separate remittance for such excess Rights Shares. The Board will allocate the excess Rights Shares at its discretion on a fair and equitable basis and on the following principles:

• (1) preference will be given to applications for less than a board lot of Rights Shares where they appear to the Board that such applications are made to top up odd-lot holdings to board-lot holdings (unless the total number of excess Rights Shares is not sufficient to top up all odd-lots into whole board-lots) and that such applications are not made with the intention to abuse this mechanism; and

• (2) subject to the availability of excess Rights Shares after allocation under principle (1) above, the excess Rights Shares will be allocated to the Qualified Shareholders who have applied for excess Rights Shares on pro-rata basis with reference to their number of excess Rights Shares applied for, and with board-lot allocations to be made on a best effort basis. No reference will be made to the Rights Shares comprised in applications by PALs or the existing number of Shares held by the Qualified Shareholders.

Investors with their Shares held by a nominee (or CCASS) should note that the Board will regard the nominee (including CCASS) as a single Shareholder according to the register of members of the Company. Accordingly, investors whose Shares are registered in the name of a nominee (or CCASS) should note that the aforesaid arrangement in relation to the topup of odd-lots for allocation of excess Rights Shares will not be extended to them individually. Investors with their Shares held by a nominee (or CCASS) are advised to consider whether they would like to arrange for the registration of the relevant Shares in their own name(s) prior to the Record Date.

For investors whose Shares are held by a nominee (or CCASS) and would like to have their names registered on the register of members of the Company, they must lodge all necessary documents with the branch share registrar of the Company in Hong Kong, being Union Registrars Limited, 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong for completion of the relevant registration by 4:30 p.m. on 4 September 2013.

If a Qualified Shareholder wishes to apply for any Rights Shares in addition to his provisional allotment, he must complete and sign an Excess Application Form and lodge it, together with a separate remittance for the amount payable on application in respect of the excess Rights Shares applied for, with the branch share registrar of the Company in Hong

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Kong, being Union Registrars Limited, 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong by a time which is currently expected to be 4:00 p.m. on 26 September 2013, or such later time and/or date as may be agreed between the Company and the Underwriter.

Irrevocable Undertaking from CST Mining

As at the date of this announcement, CST Mining, a substantial shareholder of the Company through its wholly-owned subsidiary, Skytop, is the ultimate beneficial owner of 3,115,231,571 Shares, representing approximately 16.46% of the issued share capital of the Company. Pursuant to the Irrevocable Undertaking, CST Mining has, among other things, irrevocably and unconditionally undertaken to the Company and the Underwriter that (i) such Shares currently owned by Skytop will remain owned by Skytop at the close of business on the Record Date, (ii) it will accept or procure the acceptance of the 1,246,092,628 Rights Shares, representing its full entitlement to the new Shares under the Rights Issue and (iii) it will apply for, or procure the application for 2,098,811,747 Rights Shares in excess of those which will be provisionally allotted to Skytop by way of excess application under the Rights Issue.

Save for CST Mining, the Board has not received any information from any substantial Shareholders of their intention to take up the Rights Shares provisionally allotted to them.

In addition, CST Mining has undertaken to the Underwriter that, without the prior written consent of the Underwriter, at any time during the CST Lock-up Period, the CST Mining will not (i) sell or contract to sell, mortgage, charge, pledge, hypothecate, or create a security interest or right of any kind over any Shares, (ii) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of any Shares, or (iii) enter into any transaction with the same economic effect as in (i) or (ii) above, in each case, whether the transaction is to be settled by delivery of Shares or in cash or otherwise.

Option Undertakings and 2009 Option Undertakings

Pursuant to the Option Undertakings, each of the Directors who is holding Vested Options has undertaken to the Company and the Underwriter not to exercise their Vested Options from the date of the Option Undertakings up to and including the Record Date. Pursuant to the 2009 Option Undertakings, Mr. Owen L Hegarty and Mr. Peter Geoffrey Albert have undertaken to the Company and the Underwriter not to exercise their Vested Options from the date of the 2009 Option Undertakings up to and including the Record Date. As a result, only 165,857,037 Vested Options are exercisable on or before the Record Date after taking into account the Option Undertakings and the 2009 Option Undertakings.

Application for listing of the Rights Shares on the Stock Exchange

The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Rights Shares, in both nil-paid and fully-paid forms. Nil-paid Rights Shares are expected to be traded in board lots of 3,000 Shares (as the Shares are currently traded on the Stock Exchange in board lots of 3,000 Shares). Dealings in the nil-paid and fully-paid Rights Shares will be subject to the payment of stamp duty and any other applicable fees and charges in Hong Kong.

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Rights Shares will be eligible for admission into CCASS

Subject to the granting of listing of, and permission to deal in, the Rights Shares in both nilpaid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Rights Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter.

All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their licensed securities dealer or other professional adviser for details of those settlement arrangements and how such arrangements will affect their rights and interests.

Underwriting arrangements

Principal Terms of the Underwriting Agreement

Date: 28 August 2013 Parties: The Company and UBS AG, Hong Kong Branch as the underwriter Number of Underwritten Rights A maximum of 4,290,031,619 Rights Shares Shares: Underwriter’s commission: A minimum fee amount of approximately HK$22.2 million to a maximum fee of approximately HK$22.5 million plus a discretionary fee of 0.5% of the aggregate Subscription Price of all Rights Shares

The Underwriter has conditionally agreed to fully underwrite not more than 4,290,031,619 Rights Shares, being the maximum number of Rights Shares less (a) 1,246,092,628 Rights Shares, representing the full entitlement of CST Mining to the new Shares under the Rights Issue, and (b) 2,098,811,747 Rights Shares to be applied by CST Mining as excess application under the Rights Issue.

Conditions of the Underwriting Agreement

The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional and not being terminated in accordance with its terms. The obligations of the Underwriter under the Underwriting Agreement are conditional upon, among other things:

• (a) the delivery to the Stock Exchange for authorisation and registration with the Registrar of Companies respectively two copies of the Rights Issue Prospectus, PAL and Excess Application Form duly certified by two Directors (or by their agents duly authorised in writing) as having been approved by a resolution of the Board (and with all other documents required to be attached thereto under the Companies Ordinance) and the

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Registrar of Companies registering the Rights Issue Prospectus not later than the date of posting the Rights Issue Prospectus and otherwise in compliance with the Listing Rules and the Companies Ordinance;

• (b) the posting of the applicable Prospectus Documents to the Qualifying Shareholders and (subject to the restrictions, if any, under the relevant overseas laws and regulations) the posting of the Rights Issue Prospectus stamped ‘‘For Information Only’’ to the Excluded Shareholders other than those Excluded Shareholders who have registered address, or whom the Company knows to be resident, in the United States, in each case, on the date of posting the Rights Issue Prospectus in accordance with the terms of this agreement;

• (c) the Company shall, at the date of the Rights Issue Prospectus, have delivered to the Underwriter a certificate of its chairman and its chief financial officer, dated as of the date of the Rights Issue Prospectus, and in the form set forth in the Underwriting Agreement;

• (d) the Underwriter receiving from the Company all conditions precedent documents as set out in the Underwriting Agreement in accordance with the times specified therein;

• (e) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked, the listing of, and permission to deal in, the Rights Shares, in nil-paid and fully-paid forms, before 8:00 a.m. on 13 September 2013, being the expected date of commencement of dealings in the nil-paid Rights Shares (or such other date as may be agreed between the Company and the Underwriter), and such listing and permission not being revoked prior to the Latest Time for Termination;

• (f) each condition to enable the nil-paid Rights and the fully paid Rights Shares to be admitted as eligible securities for deposit, clearance and settlement in CCASS having been satisfied not later than the Business Day prior to the first day of dealings in nilpaid Rights as set out in the Rights Issue Prospectus and no notification having been received by the Company from HKSCC by such date that such admission or facility for holding and settlement has been or is to be refused;

• (g) delivery of the duly executed Irrevocable Undertaking, the Option Undertakings and the 2009 Option Undertakings to the Company and the Underwriter;

• (h) fulfilment by CST Mining with all of its obligations under the Irrevocable Undertaking and fulfilment by the relevant Directors with all of their obligations under the Option Undertakings and the 2009 Option Undertakings;

• (i) the Shares remaining listed on the Stock Exchange at all times up to and including the Latest Time for Termination and the current listing of the Shares not having been withdrawn or the trading of the Shares not having been suspended for a consecutive period of more than five trading days (other than any suspension pending clearance of the Announcement) and no indication being received before the Latest Time for Termination from the Stock Exchange to the effect that such listing may be withdrawn or objected to (or conditions will or may be attached thereto) including but not limited to as a result of the Rights Issue or in connection with the terms of the Underwriting Agreement or for any other reason; and

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• (j) compliance by the Company with all of its undertakings and obligations under the Underwriting Agreement.

If the conditions of the Rights Issue are not fulfilled (and/or waived, if permitted by the terms of the Underwriting Agreement, in whole or in part by the Underwriter) at or before the Latest Time for Termination (or such later time and/or date as the Company and the Underwriter may agree), the Underwriting Agreement shall terminate and, save for certain provisions of the Underwriting Agreement, the obligations of the parties to the Underwriting Agreement shall immediately cease and be null and void and none of the parties shall, save for certain provisions of the Underwriting Agreement, have any right or liability accrued before such termination, have any right against or liability towards any of the other parties arising out of or in connection with the Underwriting Agreement, and the Company shall reimburse the Underwriter all such reasonable costs and expenses as have been properly incurred by it in connection with the Rights Issue. In such event, the Rights Issue will not proceed.

Termination of the Underwriting Agreement

The Underwriter may terminate the arrangements set out in the Underwriting Agreement by written notice to the Company.

If, at any time prior to the Latest Time for Termination:

• (a) there shall develop, occur, exist or come into effect:

• (i) any new law, rule, statute, regulation or guideline (the ‘‘Laws’’) or any change in existing Laws or any change in the interpretation or application thereof by any court or other competent authority in Hong Kong, Indonesia or any other place in which any member of the Group conducts or carries on business; or

• (ii) any local, national or international event or change (whether or not foregoing part of a series of events or changes occurring or continuing before, and/or after the date of the Underwriting Agreement) of a political, military, financial, economic, fiscal, industrial, legal, regulatory, currency or market conditions or other nature (whether or not ejusdem generis with any of the foregoing) or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets; or

• (iii) any change, or any development involving a prospective change, or any event or circumstance likely to result in a change or a development involving a prospective change, in or affecting the assets, liabilities, business, general affairs, management, prospects, shareholders’ equity, profits, losses, results of operations, position or condition, financial or otherwise, or performance of the Company and the other members of the Group, taken as a whole, whether or not such change, development, prospective change, event or circumstance results in or leads to a supplemental prospectus or any document of a similar nature to be issued by the Company; or

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• (iv) any event or circumstance in the nature of force majeure (including, without limitation, any act of government, economic sanctions, strike or lock-out (whether or not covered by insurance), riot, fire, explosion, flooding, earthquake, civil commotion, act or declaration of war, outbreak or escalation of hostilities (whether or not war is or has been declared), act of terrorism (whether or not responsibility has been claimed), act of God, pandemic, epidemic, outbreak of infectious disease, declaration of a state of emergency or calamity or crisis; or

• (v) a general moratorium on commercial banking activities declared by relevant authorities in Hong Kong, the PRC, the United States or the United Kingdom or a material disruption in commercial banking or foreign exchange trading or securities settlement or clearance services, procedures or matters in Hong Kong, the PRC, the United States or the United Kingdom; or

• (vi) any change, or any development involving a prospective change, or any event or circumstance likely to result in a change or a development involving a prospective change, in or affecting any taxation, exchange controls or currency exchange rates in Hong Kong, the PRC, the United States or the United Kingdom; or

• (vii) any suspension of dealings in the Shares for a period of more than five consecutive Business Days (other than as a result of announcing the Rights Issue) during the period from the date of the Underwriting Agreement to the Latest Time for Termination; or

• (viii) an authority or a political body or organization in any relevant jurisdiction commencing any investigation or other action, or announcing an intention to investigate or take other action, against any director of the Company; or

• (ix) the occurrence of any event, or series of events, beyond the control of the Underwriter;

which, in the sole opinion of the Underwriter:

• (1) is or will or is likely to have a material adverse effect on the business or financial or trading position or prospects of the Group or the Rights Issue; or

• (2) has or will have or is likely to have a material adverse effect on the success of the Rights Issue or the level of Rights Shares taken up; or

• (3) makes it inadvisable or inexpedient for the Company to proceed with the Rights Issue; or

• (b) there comes to the notice of the Underwriter:

• (i) any matter or event showing any of the warranties was, when given, untrue or misleading or as having been breached in any respect; or

• (ii) any breach by any of the other parties to the Underwriting Agreement, the 2009 Option Undertakings, the Irrevocable Undertaking or the Option Undertakings or any of their respective obligations or undertakings contained therein; or

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• (iii) any event, act or omission occurs which gives or is likely to give rise to any liability of the Company pursuant to the indemnities referred to in the Underwriting Agreement;

then and in any such case the Underwriter may, upon giving notice to the Company, terminate the Underwriting Agreement with immediate effect.

Upon the giving of notice of termination, the Underwriting Agreement shall terminate and, save for certain provisions of the Underwriting Agreement, the obligations of the parties to the Underwriting Agreement shall immediately cease and be null and void and none of the parties shall, save for certain provisions of the Underwriting Agreement, have any right against or liability towards any of the other parties arising out of or in connection with the Underwriting Agreement. If the Underwriter exercises such right, the Rights Issue will not proceed.

Undertaking by the Company

The Company undertakes to the Underwriter that, without the prior written consent of the Underwriter, the Company shall not (except for the offer, allotment and issue of the Rights Shares pursuant to the Rights Issue, and the allotment and issue of Shares upon any exercise of Share Options or share options under a Share Option Agreement), and shall procure each other member of the Group not to, at any time during the period commencing on the date of the Underwriting Agreement and ending on, and including, the date that is 90 days after the first day of trading of the Rights Shares in fully-paid form on the Stock Exchange (the ‘‘Lock-up Period’’):

• (a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, hedge, lend, grant or sell any option, warrant, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of or create an encumbrance over, or contract or agree to transfer or dispose of or create an encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares or any other securities of the Company or any shares or any other securities of any member of the Group, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to subscribe for or purchase, any Shares or any other securities of the Company or any shares or any other securities of any member of the Group, as applicable), or deposit Shares with a depositary in connection with the issue of depositary receipts; or

• (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Shares or any other securities of the Company or any shares or any other securities of any member of the Group, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to subscribe for or purchase, any Shares or any other securities of the Company or any shares or any other securities of any member of the Group, as applicable);

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• (c) enter into any transaction with the same economic effect as any transaction specified in (a) or (b) above; or

• (d) offer to or agree to or announce any intention to effect any transaction specified in clause (a), (b) or (c) above,

in each case, whether the transaction is to be settled by delivery of Shares or such other securities of the Company or shares or such other securities of any member of the Group, as applicable, or in cash or otherwise (whether or not the allotment or issue of Shares or such other securities of the Company or shares or such other securities of any member of the Group, as applicable, will be completed within the Lock-up Period).

WARNING OF THE RISKS OF DEALING IN SHARES AND RIGHTS SHARES

As mentioned, the Rights Issue is conditional upon several conditions, set out in the section headed ‘‘Rights Issue — Underwriting arrangements — Conditions of the Underwriting Agreement’’ above. The obligation of the Underwriter to underwrite the relevant Rights Issue is also conditional on (i) the satisfaction (or, where applicable, waiver) of, among other things, the conditions referred to in the section headed ‘‘Rights Issue — Underwriting arrangements — Conditions of the Underwriting Agreement’’ above, and (ii) the Underwriting Agreement not being terminated by the Underwriter in accordance with its terms. If the conditions are not fulfilled (or, where applicable, waived) or the Underwriting Agreement is terminated pursuant to its terms, the Rights Issue will not proceed.

The Shares will be dealt in on an ex-rights basis from 3 September 2013. Dealings in the Rights Shares in the nil-paid form will take place from 13 September 2013 to 23 September 2013 (both days inclusive).

Any Shareholder or other person contemplating selling or purchasing Shares or the Rights Shares in their nil-paid form and who is in any doubt about his position, is recommended to consult his professional adviser. Any Shareholder or other person dealing in Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (and the date on which the Underwriter’s right of termination of the Underwriting Agreement ceases) and any person dealing in the nil-paid Rights Shares during the period from 13 September 2013 to 23 September 2013 (both days inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. If in any doubt, Shareholders and potential investors are recommended to consult their professional advisers. Shareholders and potential investors should exercise caution in dealing in the securities of the Company.

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EXPECTED TIMETABLE

The expected timetable for the proposed Rights Issue is set out below:

Last day of dealings in Shares on a cum-rights basis . . . . . . . . Monday, 2 September 2013 First day of dealings in Shares on an ex-rights basis. . . . . . . . Tuesday, 3 September 2013

• Latest time for lodging transfers of Shares and related documents in order to

qualify for the Rights Issue . . . . . . . . . . . . . . 4:30 p.m., Wednesday, 4 September 2013

Register of members closes. . . . . . . . . . . . . . . . . . . . . . Thursday, 5 September 2013 to Friday, 6 September 2013 (both days inclusive)

Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 6 September 2013

Register of the members re-opens . . . . . . . . . . . . . . . . . . . . . Monday, 9 September 2013 Despatch of the Prospectus Documents on . . . . . . . . . . . Wednesday, 11 September 2013

First day of dealings in nil-paid rights . . . . . . . . . . . . . . . . . . Friday, 13 September 2013

Latest time for splitting of nil-paid rights . . . . . . . 4:30 p.m., Tuesday, 17 September 2013 Last day of dealings in nil-paid rights . . . . . . . . . . . . . . . . . Monday, 23 September 2013

• Latest time for payment for and acceptance of Rights Shares and the application and

• payment for the excess Rights Shares . . . . . . . 4:00 p.m., Thursday, 26 September 2013

• Latest time for the termination of the Underwriting

• Agreement and for the Rights Issue expected to

become unconditional . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Thursday, 3 October 2013

• Announcement of results of acceptance and

• excess application of the Rights Issue . . . . . . . . . . . . . . . . . . . Friday, 4 October 2013

• Despatch of refund cheques for wholly and partially unsuccessful excess applications. . . . . . . . . . . . . . . .

Monday, 7 October 2013

Despatch of certificates for fully-paid Rights Shares. . . . . . . . . . Monday, 7 October 2013

First day of dealings in fully-paid Rights Shares

• expected to commence on . . . . . . . . . . . . . . . . . . . 9:00 a.m., Tuesday, 8 October 2013

• Note: All dates and times referred to in this announcement are Hong Kong dates and times. Dates or deadlines specified in this announcement for events in the timetable for (or otherwise in relation to) the Rights Issue are indicative only and may be extended or varied by agreement between the Company and the Underwriter. Further announcement will be made in the event that there is any change to the expected timetable for the Rights Issue.

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EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES AND APPLICATION AND PAYMENT FOR EXCESS RIGHTS SHARES

If there is a tropical cyclone warning signal number 8 or above or a ‘‘black’’ rainstorm warning in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the Latest Acceptance Date, the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be extended to 5:00 p.m. on the same Business Day.

If there is a tropical cyclone warning signal number 8 or above or a ‘‘black’’ rainstorm warning in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Latest Acceptance Date, the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m..

If the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares does not take place on the Latest Acceptance Date, the dates mentioned in this section may be affected. The Company will notify the Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

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SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholdings in the Company (i) as at the date of this announcement; (ii) immediately after completion of the Rights Issue (assuming all Rights Shares will be taken up by Qualified Shareholders); and (iii) immediately after completion of the Rights Issue (assuming no Rights Shares will be taken up by Qualified Shareholders other than (i) CST Mining pursuant to the Irrevocable Undertaking and (ii) the Underwriter pursuant to the Underwriting Agreement), will be as follows:

Assuming no new Shares are allotted pursuant to any exercise of Share Options or options under the Share Option Agreements on or before the Record Date

CST Mining (in the capacity of a substantial shareholder and pursuant to the Irrevocable Undertaking) The Underwriter (in the capacity of the underwriter) Sub-total Other Shareholders Total	Existing shareholding as at the date of this announcement No. of Shares Approximate % 3,115,231,571 16.46% 0 0% 3,115,231,571 16.46% 15,806,251,379 83.54% 18,921,482,950 100%	Immediately after completion of the Rights Issue (assuming all Rights Shares will be taken up by Qualified Shareholders) No. of Shares Approximate % 4,361,324,199 16.46% 0 0% 4,361,324,199 16.46% 22,128,751,931 83.54% 26,490,076,130 100%	Immediately after completion of the Rights Issue (assuming no Rights Shares will be taken up by Qualified Shareholders other than CST Mining pursuant to the Irrevocable Undertaking and the Underwriter pursuant to the Underwriting Agreement) No. of Shares Approximate % 6,460,135,946 24.39% 4,223,688,805 15.94% 10,683,824,751 40.33% 15,806,251,379 59.67% 26,490,076,130 100%	Immediately after completion of the Rights Issue (assuming no Rights Shares will be taken up by Qualified Shareholders other than CST Mining pursuant to the Irrevocable Undertaking and the Underwriter pursuant to the Underwriting Agreement) No. of Shares Approximate % 6,460,135,946 24.39% 4,223,688,805 15.94% 10,683,824,751 40.33% 15,806,251,379 59.67% 26,490,076,130 100%
				40.33%
				59.67%
				100%

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Assuming all Share Options or options under the Share Option Agreements exercisable on or before the Record Date are exercised but excluding those options that are subject to the 2009 Option Undertakings and the Option Undertakings

CST Mining (in the capacity of a substantial shareholder and pursuant to the Irrevocable Undertaking) The Underwriter (in the capacity of the underwriter) Sub-total Other Shareholders Total	Existing shareholding as at the date of this announcement No. of Shares Approximate % 3,115,231,571 16.32% 0 0% 3,115,231,571 16.32% 15,972,108,416 83.68% 19,087,339,987 100%	Immediately after completion of the Rights Issue (assuming all Rights Shares will be taken up by Qualified Shareholders) No. of Shares Approximate % 4,361,324,199 16.32% 0 0% 4,361,324,199 16.32% 22,360,951,782 83.68% 26,722,275,981 100%	Immediately after completion of the Rights Issue (assuming no Rights Shares will be taken up by Qualified Shareholders other than CST Mining pursuant to the Irrevocable Undertaking and the Underwriter pursuant to the Underwriting Agreement) No. of Shares Approximate % 6,460,135,946 24.18% 4,290,031,619 16.05% 10,750,167,565 40.23% 15,972,108,416 59.77% 26,722,275,981 100%	Immediately after completion of the Rights Issue (assuming no Rights Shares will be taken up by Qualified Shareholders other than CST Mining pursuant to the Irrevocable Undertaking and the Underwriter pursuant to the Underwriting Agreement) No. of Shares Approximate % 6,460,135,946 24.18% 4,290,031,619 16.05% 10,750,167,565 40.23% 15,972,108,416 59.77% 26,722,275,981 100%
				40.23%
				59.77%
				100%

REASONS FOR AND BENEFITS OF THE RIGHTS ISSUE AND USE OF PROCEEDS

All the proceeds raised from the Rights Issue, after deduction of all the relevant expenses, are intended to be used for general working capital of the Group.

The Directors are of the view that the Rights Issue is in the interests of the Company and the Shareholders as a whole and the Rights Issue is an appropriate means of raising capital to support the Company’s continuing development and business growth, whilst allowing all the Qualified Shareholders the equitable opportunity to increase their investment in the Company and participate in the Company’s prospects. However, those Qualified Shareholders who do not take up the Rights Shares to which they are entitled should note that their shareholdings in the Company will be diluted.

The estimated net proceeds of the Rights Issue will not be less than approximately HK$1,183.5 million.

The estimated expenses of the Rights Issue (including professional fees and other related expenses) amount to approximately HK$27.5 million and will be borne by the Company.

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FUND RAISING BY THE COMPANY IN THE PAST TWELVE MONTHS

Save for the Rights Issue, the Company has not conducted any fund raising exercise in connection with any issue of equity securities in the past 12 months immediately preceding the date of this announcement.

ADJUSTMENTS IN RELATION TO THE EXERCISE PRICE OF SHARE OPTIONS

The Rights Issue, if it becomes unconditional, may lead to adjustments to the exercise price and/or the number of new Shares to be issued upon exercise of the outstanding Share Options and the share options outstanding under the Share Option Agreements. Pursuant to the terms of the Share Option Scheme and the Share Option Agreements, the Company will consult its auditor or independent financial adviser for the required adjustments and the holders of the Share Options and holders of the share options under the Share Option Agreements will be informed of the required adjustments (if any) as soon as practicable. Further announcement will be made for adjustments to exercise price/number of the share options, if and when required and in accordance with the Listing Rules.

ISSUANCE OF ANNUAL RESULTS ANNOUNCEMENT

The Company will on or around 30 September 2013 issue its annual results announcement for the financial year ended 30 June 2013 of which will be available on the Stock Exchange’s website and the Company’s website.

GENERAL

The Rights Issue is not subject to any shareholders’ approval.

The Prospectus Documents are expected to be posted to the Qualified Shareholders on 11 September 2013. The Company will, to the extent reasonably practicable and legally permitted, send the Rights Issue Prospectus to the Excluded Shareholders (if any) for information purposes only.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms have the meanings as set out below:

• ‘‘2009 Option Undertakings’’

• the undertakings from Mr. Owen L Hegarty and Mr. Peter Geoffrey Albert who hold Vested Options to the Company and the Underwriter not to exercise any of the Vested Options to subscribe for Shares granted pursuant to the Share Option Agreement from the date of the undertakings to and including the Record Date

• ‘‘Board’’

the board of Directors

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• ‘‘Business Day’’ any day (other than a Saturday or Sunday or public holiday or a day on which a tropical cyclone warning signal no. 8 or above or a ‘‘black’’ rainstorm warning is in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.) on which banks are open for ordinary business in Hong Kong

• ‘‘CCASS’’

• the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘Company’’

• G-Resources Group Limited （國際資源集團有限公司[*] ）, a limited company incorporated in Bermuda, whose Shares are listed on the Stock Exchange (Stock Code: 1051)

• ‘‘CST Lock-up Period’’ the period commencing on the date of the Irrevocable Undertaking and ending on the date that is 60 days after the first day of trading of the Rights Shares in fully-paid form on the Stock Exchange

• ‘‘CST Mining’’ CST Mining Group Limited （中科礦業集團有限公司）, a limited company incorporated in the Cayman Islands, whose shares are listed on the Stock Exchange (Stock Code: 985)

• ‘‘Directors’’ the directors of the Company

• ‘‘Excess Application the application form(s) for Rights Shares in excess of those Form(s)’’ provisionally allotted to the Qualified Shareholders

• ‘‘Excluded Shareholder(s)’’ Overseas Shareholder(s) whom the Board, based on legal opinions provided by legal advisers, considers it necessary or expedient not to offer the Rights Shares to such Shareholders on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place

• ‘‘Existing Shares’’ the Shares which are in issue on the Record Date

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC

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• ‘‘Irrevocable Undertaking’’

• ‘‘Last Closing Price’’

• ‘‘Last Trading Day’’

• ‘‘Latest Acceptance Date’’

• ‘‘Latest Time for Termination’’

• ‘‘Listing Rules’’

• ‘‘Option Undertakings’’

• ‘‘Overseas Shareholder(s)’’

• ‘‘PAL(s)’’

• ‘‘PRC’’

• the irrevocable undertaking to be given by CST Mining to the Company and the Underwriter, whereby CST Mining will irrevocably undertake to, amongst other things, (i) accept or procure the acceptance of the 1,246,092,628 Rights Shares, representing its full entitlement to the new Shares under the Rights Issue and (ii) apply for, or procure the application for 2,098,811,747 Rights Shares in excess of those which will be provisionally allotted to it by way of excess application under the Rights Issue

• the closing price of HK$0.32 per Share as quoted in the Stock Exchange as the Last Trading Day

• the last date on which trading took place in the Shares before the date of this announcement

• 26 September 2013 or such date as the Company and the Underwriter may agree as the latest date for acceptance of and payment for Rights Shares and application for and payment for excess Rights Shares

• 4:00 p.m. on 3 October 2013

• the Rules Governing the Listing of Securities on the Stock Exchange

• the undertakings from each of the current Directors who holds Vested Options to the Company and the Underwriter not to exercise any of the Vested Options to subscribe for Shares granted pursuant to the Share Option Scheme from the date of the undertakings to and including the Record Date

• Shareholders whose names appear on the register of members of the Company on the Record Date and whose registered addresses are in any jurisdiction outside Hong Kong and (ii) Shareholders or beneficial owners of Shares whose Shares are registered in the name of a registered Shareholder and who are otherwise known by the Company to be resident(s) of any jurisdictions outside Hong Kong

• the provisional allotment letter(s) to be issued to the Qualified Shareholders in respect of their assured entitlements under the Rights Issue

• the People’s Republic of China but excluding, for the purposes of this announcement, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

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• ‘‘Prospectus Documents’’ the Rights Issue Prospectus, the PAL and the Excess Application Form

• ‘‘Qualified Shareholder(s)’’

• Shareholders whose name(s) appear(s) on the register of members of the Company on the Record Date and who are not Excluded Shareholders

• ‘‘Record Date’’

• 6 September 2013, the record date to determine entitlements to the Rights Issue

• ‘‘Rights Issue’’

• the proposed issue of not less than 7,568,593,180 Rights Shares at the Subscription Price on the basis of two Rights Shares for every five Existing Shares held on the Record Date, pursuant to the terms and conditions contained more particularly described in the Prospectus Documents

• ‘‘Rights Issue Prospectus’’

• the prospectus to be issued by the Company and to be despatched to the Qualified Shareholders in respect of the Rights Issue containing further details of the Rights Issue

• ‘‘Rights Shares’’

• not less than 7,568,593,180 new Shares to be allotted and issued by the Company pursuant to the Rights Issue with an aggregate nominal value of not less than HK$75,685,931.8

• ‘‘Share(s)’’

• ordinary share(s) with a par value of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’

• holder(s) of the Shares

• ‘‘Share Option(s)’’

• the share option(s) granted by the Company pursuant to the Share Option Scheme

• ‘‘Share Option Agreement(s)’’

• the two share option agreements dated 10 May 2009 between the Company and two Directors (respectively) and the five share option agreements dated 8 June 2009 between the Company and five employees of the Company (respectively)

• ‘‘Share Option Scheme’’ the share option scheme of the Company adopted on 30 July 2004

• ‘‘Skytop’’ Skytop Technology Limited, a wholly-owned subsidiary of CST Mining

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Subscription Price’’ the subscription price of HK$0.16 per Rights Share

• ‘‘Underwriter’’ UBS AG, Hong Kong Branch, the underwriter to the Rights Issue

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• ‘‘Underwriting Agreement’’

• the underwriting agreement dated 28 August 2013 entered into between the Company and the Underwriter in relation to the underwriting and certain other arrangements in respect of the Rights Issue

• ‘‘Underwritten Rights Shares’’

• not more than 4,290,031,619 Rights Shares, being the maximum number of Rights Shares less (a) 1,246,092,628 Rights Shares, representing the full entitlement of CST Mining to the new Shares under the Rights Issue, and (b) 2,098,811,747 Rights Shares to be applied by CST Mining as excess application under the Rights Issue

• ‘‘Vested Options’’

• 983,223,435 share options to subscribe for new Shares which are vested and exercisable on or before the Record Date

By Order of the Board G-Resources Group Limited Peter Geoffrey Albert Chief Executive Officer

Hong Kong, 28 August 2013

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 and Mr. Hui Richard Rui as executive Directors; and

• (ii) Mr. Or Ching Fai, Ms. Ma Yin Fan and Mr. Leung Hoi Ying as independent nonexecutive Directors.

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