G-Resources Group Limited — M&A Activity 2008

Jun 25, 2008

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in Bermuda with limited liability) ( Stock Code: 1051 )

MAJOR TRANSACTION: ACQUISITION OF 51% OF THE ISSUED SHARE CAPITAL IN MONGOL OIL

FURTHER DELAY IN DESPATCH OF CIRCULAR

Based on the information provided by the Vendor and the tentative working timetable of the technical adviser, the auditors and the independent valuer to be engaged by the Company, the Directors consider that an additional period of 3 months is required to finalise the Technical Report, the accountants’ report on Mongol Oil, the pro forma financial information on the Enlarged Group and the valuation report on the Mining Project, and to update certain information including, among other things, the indebtedness statement in accordance with the Listing Rules for inclusion in the Circular.

The Company has applied to the Stock Exchange for a waiver from strict compliance with the requirements under Rules 14.38 and 14.40 of the Listing Rules and an extension of the deadline for the despatch of the Circular to 25 September 2008.

The Board would like to emphasise that the Acquisition is conditional upon various conditions precedent being met. Accordingly, completion of the Acquisition may or may not proceed and Shareholders and potential investors are therefore advised to exercise caution when dealing in the Shares.

References are made to the announcements of Smart Rich Energy Finance (Holdings) Limited (the “ Company ”) dated 5 March 2008 and 27 March 2008, respectively, in relation to the acquisition of 51% of the issued share capital of MOH�O� O�� ���� XX� (translated as Mongol Oil Shale LLC) (collectively, the “ Announcements ”). Unless the context otherwise requires, terms used in this announcement shall have the same meanings as those defined in the Announcements.

As stated in the announcement of the Company dated 5 March 2008, the Circular containing, among other things, further details of the Acquisition and the notice of the SGM will be despatched to the Shareholders as soon as practicable. As stated in the announcement of the Company dated 27 March 2008, the deadline for the despatch of the Circular has been extended to no later than 25 June 2008.

* For identification purpose only

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Pursuant to clause 2.1(c) of the Sale and Purchase Agreement, it is one of the conditions precedent to Completion that the technical report to be issued to the Company (the “ Technical Report ”) shall confirm there being not less than 800 million tonnes of proven exploitable and extractable reserves of coal within the Mine. In March, a technical assessment report addressed to Mongol Oil in relation to the Mine has been provided by the Vendor to the Company, but according to such report, no conclusion has been drawn by such technical expert as to the exploitable and extractable reserves and that further exploration program is recommended to be undertaken in order to ascertain the coal resources reserve within the Mine. After various discussions and negotiations with the Vendor in April and May 2008, the Company was informed by the Vendor that Mongol Oil will carry out further exploration work to prove the coal resources reserve within the Mine. As such, taking into account of the insufficient information having been made available by the Vendor and/or Mongol Oil to the Company and the costs involved in carrying out exploration work within the Mine by the Company directly at this stage, the Company has not yet engaged a technical adviser to prepare the Technical Report, and accordingly, has postponed the audit and valuation processes until the Technical Report has substantially been finalised.

As informed by the Vendor, since early June, drilling work has been conducted to ascertain the geological aspects of the Mine and a drilling report is expected to be produced at the end of August 2008. Thereafter, a technical adviser will be engaged by the Company to review the data and prepare the Technical Report. After the Technical Report has substantially been finalised, the Company will instruct the auditors to carry out audit work for Mongol Oil in Mongolia and an independent valuer to prepare the valuation report on the Mining Project. Based on the information provided by the Vendor and the tentative working timetable of the technical adviser, the auditors and the independent valuer to be engaged by the Company, the Directors consider that an additional period of 3 months is required to finalise the Technical Report, the accountants’ report on Mongol Oil, the pro forma financial information on the Enlarged Group and the valuation report on the Mining Project, and to update certain information including, among other things, the indebtedness statement in accordance with the Listing Rules for inclusion in the Circular.

In light of the above, the Company has applied to the Stock Exchange for a waiver from strict compliance with the requirements under Rules 14.38 and 14.40 of the Listing Rules and an extension of the deadline for the despatch of the Circular to 25 September 2008.

The Board would like to emphasise that the Acquisition is conditional upon various conditions precedent being met. Accordingly, completion of the Acquisition may or may not proceed and Shareholders and potential investors are therefore advised to exercise caution when dealing in the Shares.

By Order of the Board Smart Rich Energy Finance (Holdings) Limited Wah Wang Kei, Jackie Managing Director

Hong Kong, 25 June 2008

As at the date of this announcement, the Board of the Company comprises Mr. Wong Kam Fu, Dr. Lew Mon Hung, Mr. Tam Wai Keung, Billy, Mr. Wah Wang Kei, Jackie, Mr. Wong Hong Loong and Mr. Sin Chi Keung, Mega as executive Directors and Mr. Wong Che Man, Eddy, Mr. Tang King Fai and Mr. Dai Zhongcheng as independent non-executive Directors.

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