G-Resources Group Limited — M&A Activity 2008

Mar 27, 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

DELAY IN DESPATCH OF CIRCULAR

Since additional time is required to finalise the technical report, the accountants’ report on Mongol Oil and the pro forma financial information on the Enlarged Group and to update certain information including, among other things, the indebtedness statement in accordance with the Listing Rules for inclusion in the Circular, the despatch of the Circular will be postponed. The Company has applied to the Stock Exchange for a waiver from strict compliance with the requirement under Rules 14.38 and 14.40 of the Listing Rules and an extension of the deadline for the despatch of the Circular to no later than 25 June 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.

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.

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

Pursuant to Rules 14.38 and 14.40 of the Listing Rules, the Company is required to despatch to the Shareholders a circular in relation to the Acquisition (the “ Circular ”) within 21 days after the publication of the Announcement, that is, on or before 26 March 2008. Pursuant to Rule 18.09 of the Listing Rules, the Circular must contain, among others, a technical report prepared by a technical adviser to the Company with respect to the estimated reserves in the Mine and the evidence on which the estimate is based. In addition, pursuant to Rules 14.66 and 14.67 of the Listing Rules, the Circular must also contain, among others, an accountants’ report on Mongol Oil and a pro forma statement of the assets and liabilities of the Group (together with Mongol Oil, the “ Enlarged Group ”) combined with the assets and liabilities of Mongol Oil.

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The Company has been searching for various technical advisers to prepare the technical report to be included in the Circular as required under Chapter 18 of the Listing Rules and, because of the language barrier, suitable auditors who can undertake the audit work for Mongol Oil in Mongolia, and therefore, a vast amount of time was required to ascertain the identity of a prudent and professional technical adviser and qualified auditors with relevant experience in Mongolia. In addition, it is presently estimated that it would further take at least 80 days to prepare a technical report which would meet the requirements of Chapter 18 of the Listing Rules and the valuation report will be based on the technical report. Since additional time is required to finalise the technical report, the accountants’ report on Mongol Oil and the pro forma financial information on the Enlarged Group 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 requirement under Rules 14.38 and 14.40 of the Listing Rules and an extension of the deadline for the despatch of the Circular to no later than 25 June 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.

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 Tam Wai Keung, Billy Vice President

27 March 2008, Hong Kong

As at the date of this announcement, the Board of the Company comprises Mr. Wong Kam Fu, Mr. Tam Wai Keung, Billy, Dr. Lew Mon Hung, 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.

* For identification purpose only

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