Hephaestus Holdings Limited — M&A Activity 2015

Dec 7, 2015

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.

PAN ASIA MINING LIMITED 宴亞礦業有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8173)

TERMINATION OF DISCLOSABLE TRANSACTION, OPTION AGREEMENT IN RELATION TO A DISPOSAL OF A LEASEHOLD PROPERTY

Reference is made to the announcement of the Company dated 25 August 2015 (the "Announcement") in relation to the Disposal. Unless otherwise expressly indicated, the capitalized terms used herein shall have the same meaning as those defined in the Announcement.

On 29 July 2015, the Vendor, a wholly-owned subsidiary of the Company, entered into the Option Agreement with the Purchaser, pursuant to which the Vendor granted the Option to the Purchaser in relation to the Disposal.

The Board received an official letter from JTC on 7 December 2015 dated 3 December 2015 and was told that the transfer of the lease has been rejected after assessment of the case based on the Purchaser's proposed business plan and financial projections. According to the terms in the Option Agreement, the Option and the Disposal shall be automatically terminated and the Vendor shall refund all monies paid by the Purchaser to the Purchaser without interest.

The total amount of S$309,000 (equivalent to approximately HK$1,756,000) plus GST, representing an option money for the Option Agreement and the balance of 5% of the total consideration for the Disposal will be refunded to the Purchaser accordingly.

The Board considers that such termination will not have any material adverse impact on the financial position and operation of the Group.

By order of the Board

Pan Asia Mining Limited

Michael Koh Tat Lee

Chairman

Hong Kong, 7 December 2015

As at the date of this announcement, the Board comprises four executive Directors, Mr. Michael Koh Tat Lee, Mr. Cheung Hung Man, Ms. Yip Man Yi and Mr. Shiu Chi Tak, Titus, two non-executive Director, Mr. Liang Tong Wei and Mr. Wong Chi Man, and four independent non-executive Directors, Mr. Chu Hung Lin, Victor, Mr. Tong Wan Sze, Mr. Fung Kwok Leung and Dr. Wan Ho Yuen, Terence.

---

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the "Latest Company Announcements" page on the GEM website at www.hkgem.com and on the website of the Company at www.pamining.hk for 7 days from the date of this posting.

2