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G-Resources Group Limited M&A Activity 2014

Sep 1, 2014

49648_rns_2014-09-01_dd42eff2-f076-47cd-9bf0-f50cd9379f9d.pdf

M&A Activity

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

GOLD SEAL HOLDINGS LIMITED

(Incorporated in the British Virgin Islands with limited liability)

ANNOUNCEMENT

VOLUNTARY UNCONDITIONAL CASH OFFERS BY ANGLO CHINESE CORPORATE FINANCE, LIMITED ON BEHALF OF GOLD SEAL HOLDINGS LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN PALADIN LIMITED (OTHER THAN THOSE ALREADY OWNED AND, OR AGREED TO BE ACQUIRED BY GOLD SEAL HOLDINGS LIMITED AND, OR PARTIES ACTING IN CONCERT WITH IT)

RESULTS OF THE OFFERS ON 1 SEPTEMBER, 2014

FURTHER EXTENSION OF THE OFFERS

LEVEL OF ACCEPTANCES ON 1 SEPTEMBER, 2014

As at 4:00 p.m. on 1 September, 2014, the Offeror has received valid acceptances in respect of 741,155 Ordinary Shares and 543,100 Preference Shares under the Offers, representing approximately 0.08% of the issued Ordinary Shares and 0.76% of the issued Preference Shares as at the date of this announcement, respectively.

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SHAREHOLDINGS OF THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT

Immediately before the commencement of the Offer Period, the Offeror and parties acting in concert with it held in aggregate 659,439,710 Ordinary Shares and 2,500,000 Preference Shares, representing 70.46% of the issued Ordinary Shares and 3.50% of the issued Preference Shares, respectively as at 12 June, 2014, being the date of the Announcement. As at 4.00 p.m. on 1 September, 2014, taking into account the 741,155 Ordinary Shares and 543,100 Preference Shares transferred to the Offeror under the Offers, the Offeror and parties acting in concert with it held an aggregate of 660,180,865 Ordinary Shares and 3,043,100 Preference Shares, representing 70.54% of the issued Ordinary Shares and 4.27% of the issued Preference Shares as at the date of this announcement, respectively.

Save for the Shares acquired under the Offers, the Offeror and parties acting in concert with it had not acquired or agreed to acquire any Shares or rights over Shares during the Offer Period. None of the Offeror nor any party acting in concert with it has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

FURTHER EXTENSION OF THE OFFERS

The Offeror announces that the Offers will be further extended for one week from 1 September, 2014, and the Offers will remain open for acceptance until 4:00 p.m. on 8 September, 2014 in accordance with the Takeovers Code. The Offeror reserves its right to further revise or extend the Offers until such date as it may determine in accordance with the Takeovers Code.

Reference is made to (i) the announcements dated 12 June, 2014 and 31 July, 2014 issued by Gold Seal Holdings Limited (the “Offeror”); and (ii) the Offer Document dated 3 July, 2014 issued by the Offeror (the “Offer Document”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Offer Document.

LEVEL OF ACCEPTANCES ON 1 SEPTEMBER, 2014

As at 4:00 p.m. on 1 September, 2014, the Offeror had received valid acceptances in respect of 741,155 Ordinary Shares and 543,100 Preference Shares under the Offers, representing approximately 0.08% of the issued Ordinary Shares and approximately 0.76% of the issued Preference Shares as at the date of this announcement, respectively.

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SHAREHOLDINGS OF THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT

Immediately before the commencement of the Offer Period, the Offeror and parties acting in concert with it held in aggregate 659,439,710 Ordinary Shares and 2,500,000 Preference Shares, representing 70.46% of the issued Ordinary Shares and 3.50% of the issued Preference Shares, respectively as at 12 June, 2014, being the date of the Announcement. As at 4:00 p.m. on 1 September, 2014, taking into account the 741,155 Ordinary Shares and 543,100 Preference Shares transferred to the Offeror under the Offers, the Offeror and parties acting in concert with it held an aggregate of 660,180,865 Ordinary Shares and 3,043,100 Preference Shares, representing 70.54% of the issued Ordinary Shares and 4.27% of the issued Preference Shares, as at the date of this announcement, respectively.

Save for the Shares acquired under the Offers, the Offeror and parties acting in concert with it had not acquired or agreed to acquire any Shares or rights over Shares during the Offer Period. None of the Offeror nor any party acting in concert with it has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

EXTENSION OF THE OFFER PERIOD

The Offeror announces that the Offers have been extended for one week from 1 September, 2014, and the Offers will remain open for acceptance until 4:00 p.m. on 8 September, 2014 in accordance with the Takeovers Code. The Offeror reserves its right to further revise or extend the Offers until such date as it may determine in accordance with the Takeovers Code.

All other terms of the Offers as set out in the Offer Document and in the Forms of Acceptance and Transfer remain unchanged and apply to the extended offers.

By order of the board of directors of Gold Seal Holdings Limited Oung Da Ming Director

Hong Kong, 1 September, 2014

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the directors of the Offeror are Mr. Oung Da Ming, Ms. Uon Margaret and Ms. Chou Ching Chun.

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