G-Resources Group Limited — Capital/Financing Update 2017

Dec 19, 2017

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

PALADIN LIMITED

(Incorporated in Bermuda with limited liability) (Stock code: 495)

RESULTS OF THE OPEN OFFER ON THE BASIS OF ONE (1) CONVERTIBLE NOTE WITH SHARE ALTERNATIVE FOR EVERY FIVE (5) EXISTING SHARES HELD ON THE RECORD DATE AND ADJUSTMENTS TO THE OUTSTANDING CONVERTIBLE SECURITIES

RESULTS OF THE OPEN OFFER

The Board is pleased to announce that the Open Offer has become unconditional at 4:00 p.m. on Thursday, 14 December, 2017.

As at 4:00 p.m. on Tuesday, 12 December, 2017, being the latest time for application, and payment, for the Convertible Notes or the new Shares in the Share Alternative in assured allotments and in excess of assured allotments, (i) 14 valid applications were received for the Convertible Notes in assured allotments of an aggregate principal amount of HK$45,328,392.25 and 16 valid applications were received for a total of 25,774,298 new Shares in the Share Alternative in assured allotments; and (ii) 4 valid applications were received for the Convertible Notes in excess of assured allotments of an aggregate principal amount of HK$22,624,740.75 and 15 valid applications were received for a total of 363,185,364 new Shares in the Share Alternative in excess of assured allotments. Based on the above results, the Open Offer was fully subscribed.

1

DESPATCH OF CERTIFICATES AND REFUND CHEQUES

It is expected that certificates for the Convertible Notes and the new Shares in the Share Alternative in respect of valid applications on AAFs and EAFs under the Open Offer will be despatched to the relevant Shareholders by ordinary post to their registered addresses on or before Wednesday, 20 December, 2017. Refund cheques in respect of wholly or partially unsuccessful applications for the Convertible Notes or the new Shares in the Share Alternative in excess of assured allotments are also expected to be posted on or before Wednesday, 20 December, 2017 by ordinary post to the applicants at their own risk.

Dealings in the new Shares in the Share Alternative allotted to applicants on AAFs and EAFs are expected to commence on the Stock Exchange at 9:00 a.m. on Thursday, 21 December, 2017.

INTRODUCTION

Reference is made to (i) the announcements of Paladin Limited (the “ Company ”) dated 31 October, 2017 and 20 November, 2017; and (ii) the open offer offering document of the Company dated 28 November, 2017 (the “ Offering Document ”) in relation to the Open Offer. Capitalised terms used in this announcement have the same meanings as those defined in the Offering Document.

RESULTS OF THE OPEN OFFER

The Company is pleased to announce that the Open Offer has become unconditional at 4:00 p.m. on Thursday, 14 December, 2017.

Assured allotments

The Board is pleased to announce that as at 4:00 p.m. on Tuesday, 12 December, 2017, being the latest time for application, and payment, for the Convertible Notes or the new Shares in the Share Alternative in assured allotments and in excess of assured allotments, 14 valid applications were received for the Convertible Notes in assured allotments of an aggregate principal amount of HK$45,328,392.25, and 16 valid applications were received for a total of 25,774,298 new Shares in the Share Alternative in assured allotments.

2

Each of Gold Seal Holdings Limited, Mr. Oung Da Ming, Andrew, Dr. Oung Shih Hua, James and Next Level Corporate Limited subscribed the Convertible Notes for a principal amount of HK$7,969,410.50, HK$3,750,000.00, HK$655,208.25 and HK$7,500,000.00 respectively in accordance with the respective irrevocable undertakings given by them.

Excess applications

4 valid applications were received for the Convertible Notes in excess of assured allotments of an aggregate principal amount of HK$22,624,740.75. 15 valid applications were received for a total of 363,185,364 new Shares in the Share Alternative in excess of assured allotments. The Board has resolved to allot and issue the Convertible Notes in the aggregate principal amount of HK$3,223,742.50 and 51,731,337 new Shares in the Share Alternative available for application in excess of assured allotments on a pro-rata basis and has given preference to topping-up odd lots to whole board lots, with reference to the amounts of excess Convertible Notes or new Shares in the Share Alternative applied for by the Qualifying Shareholders.

Based on the above results, the Open Offer was fully subscribed.

DESPATCH OF CERTIFICATES AND REFUND CHEQUES

It is expected that certificates for the Convertible Notes and the new Shares in the Share Alternative in respect of valid applications on AAFs and EAFs under the Open Offer will be despatched to the relevant Shareholders by ordinary post to their registered addresses on or before Wednesday, 20 December, 2017. Refund cheques in respect of wholly or partially unsuccessful applications for the Convertible Notes or the new Shares in the Share Alternative in excess of assured allotments are also expected to be posted on or before Wednesday, 20 December, 2017 by ordinary post to the applicants at their own risk.

Dealings in the new Shares in the Share Alternative allotted to applicants on AAFs and EAFs are expected to commence on the Stock Exchange at 9:00 a.m. on Thursday, 21 December, 2017.

3

SHAREHOLDING STRUCTURE OF THE COMPANY

Based on the information available to the Company as at the date of this announcement, the shareholding structure of the Company immediately before and after Completion is as follows:

Cityguard Holdings Limited (Note 1 & 2) Mr. Oung Da Ming, Andrew (Note 2) Gold Seal Holdings Limited (Note 2) Dr. Oung Shih Hua, James (Note 2) Sward Finance Limited (Note 2) Next Level Corporate Limited (Note 2 & 4) Goldenfield Equities Limited (Note 3) Other Optionholders (Note 5) Public Total Oung family concert group		Immediately before Completion	Underlying Shares to be held upon the exercise of the Options (note 6) % – 0.00% 27,172,190 10.00% – 0.00% 27,172,190 10.00% – 0.00% – 0.00% – 0.00% 217,377,520 80.00% – 0.00% 271,721,900 100.00% 163,033,140 60.00%		Immediately af	ter Completion
	Shares held % 508,848,531 37.46% 75,000,000 5.52% 159,388,211 11.73% 13,104,166 0.96% 200,000 0.01% 150,000,000 11.04% 29,449,000 2.17% – 0.00% 422,580,965 31.11% 1,358,570,873 100.00% 906,540,908 66.72%	Underlying Shares to be held upon the conversion of the Existing Convertible Notes(note 6) % – 0.00% – 0.00% – 0.00% – 0.00% – 0.00% 52,083,333 99.96% – 0.00% – 0.00% 20,839 0.04% 52,104,172 100.00% 52,083,333 99.96%		Shares held % 508,848,531 35.43% 75,000,000 5.22% 159,388,211 11.10% 13,104,166 0.91% 200,000 0.01% 150,000,000 10.45% 29,449,000 2.05% – 0.00% 500,086,600 34.83% 1,436,076,508 100.00% 906,540,908 63.12%	Underlying Shares to be held upon the conversion of the Convertible Notes % 101,769,706 52.40% 15,000,000 7.72% 44,752,642 23.04% 2,620,833 1.35% – 0.00% 30,000,000 15.45% – 0.00% – 0.00% 65,358 0.04% 194,208,539 100.00% 194,143,181 99.96%	Underlying Shares to be held upon the conversion of the Existing Convertible Notes(note 6) % – 0.00% – 0.00% – 0.00% – 0.00% – 0.00% 52,083,333 99.96% – 0.00% – 0.00% 20,839 0.04% 52,104,172 100.00% 52,083,333 99.96%	Underlying Shares to be held upon the exercise of the Options (note 6) % – 0.00% 27,172,190 10.00% – 0.00% 27,172,190 10.00% – 0.00% – 0.00% – 0.00% 217,377,520 80.00% – 0.00% 271,721,900 100.00% 163,033,140 60.00%

Notes:

1. Cityguard Holdings Limited is a wholly-owned subsidiary of Five Star Investments Limited. Five Star Investments Limited is directly and indirectly (through Basurto Holdings Limited) owned as to 67% by the estate of Ms. Oung Chin Liang Fung, grandmother of Dr. Oung Shih Hua, James, and 33% by Ms. Lilian Oung, his aunt. Basurto Holdings Limited is held by Mr. Oung Da Ming, Andrew on trust for the estate of his deceased mother, Ms. Oung Chin Liang Fung (as to 67%) and his sister, Ms. Lilian Oung (as to 33%).

2. These Shareholders are members of the Oung family concert group. Gold Seal Holdings Limited is an investment holding company incorporated in the British Virgin Islands with limited liability and is solely owned by Mr. Oung Da Ming, Andrew. As at the date of this announcement, the Oung family concert group was beneficially interested in an aggregate of 906,540,908 Shares, representing approximately 66.72% of the issued share capital of the Company.

4

1. Goldenfield Equities Limited is a presumed concert party of the Oung family concert group under paragraphs (1) and (8) of the definition of acting in concert under the Takeovers Code but it is not included in the calculation of the Shares held by the Oung family concert group in respect of the Company due to differences of opinion with the Oung family concert group. Its directors are Mr. Oung Da Ming, Andrew, his sister, Ms. Lilian Oung and his nephew, Dr. Oung Shih Hua, James. It is owned as to 40% by Ms. Lilian Oung, 40% by her son Mr. Chen Te Kuang Mike, and 20% by Dr. Oung Shih Hua, James.

2. Next Level Corporate Limited is owned as to 25% by Mr. Oung Da Ming, Andrew, 25% by his son, Mr. Oung Shih How, 25% by Dr. Oung Shih Hua, James, and 25% by Anglo Chinese Nominees, Limited which holds its shares in Next Level Corporate Limited as bare trustee for Basurto Holdings Limited. Next Level Corporate Limited is the owner of equity derivatives relating to Shares and a chargee of Shares.

3. As at the date of this announcement, each of Mr. Chan Chi Ho and Mr. Yuen Chi Wah, the non-executive Directors of the Company, held 27,172,190 Options. 108,688,760 Options were held by members of the Oung family concert group (not including the Options held by Mr. Oung Da Ming, Andrew and Dr. Oung Shih Hua, James), and the remaining 54,344,380 Options were held by directors of subsidiaries of the Group.

4. The underlying Shares to be held upon conversion of the Existing Convertible Notes or exercise of the outstanding Options were determined based on the relevant adjustments as a result of the Open Offer. Please refer to the section headed “Adjustments to outstanding convertible securities” in this announcement for further information.

ADJUSTMENTS TO OUTSTANDING CONVERTIBLE SECURITIES

(a) Adjustment to the conversion price of the Existing Convertible Notes

Immediately before Completion, the Company has outstanding Existing Convertible Notes in the aggregate principal amount of HK$12,505,001.50 convertible into 50,020,006 Shares. Pursuant to the instrument creating the Existing Convertible Note, as a result of the Open Offer, the adjusted conversion price of the outstanding Existing Convertible Notes will be HK$0.24, effective retrospectively from 13 November, 2017, being the first day of dealings in the Shares on an ex-entitlement basis. As a result of the adjustment, the outstanding Existing Convertible Notes are convertible into 52,104,172 Shares.

5

(b) Adjustment to the Options

Immediately before Completion, the Company has outstanding Options granted under the Share Option Scheme entitling the holders thereof to subscribe for up to an aggregate of 261,900,000 Shares. In accordance with the terms of the Share Option Scheme, Rule 17.03(13) of the Listing Rules and the supplementary guidance issued by the Stock Exchange on 5 September, 2005, the exercise price of the outstanding Options and the number of Shares that can be subscribed for upon the exercise of the outstanding Options will be adjusted in the following manner:

	Immediately before Completion	Immediately before Completion	Immediately	upon Completion
				Adjusted
		Number of		number of
		Shares to be		Shares to be
		issued upon		issued upon
		exercise of	Adjusted	exercise of
	Exercise price	the outstanding	exercise price	the outstanding
Date of grant	per Share	Options	per Share	Options
	(HK$)		(HK$)
30 May, 2016	0.335	131,000,000	0.321	136,764,000
23 June, 2017	0.305	130,900,000	0.296	134,957,900
	Total	261,900,000		271,721,900

The adjustments in relation to the Options became effective retrospectively on 13 November, 2017.

By order of the board of Paladin Limited Oung Shih Hua, James Chairman

Hong Kong, 19 December, 2017

At the date of this announcement, the Chairman and executive director of the Company is Dr. Oung Shih Hua, James; the non-executive directors of the Company are Mr. Yuen Chi Wah and Mr. Chan Chi Ho; and the independent non-executive directors of the Company are Dr. Au Chik Lam Alexander, Mr. Liu Man Kin Dickson and Mr. Luo Rongxuan.

6