Huili Resources (Group) Limited — M&A Activity 2012

Sep 18, 2012

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.

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Huili Resources (Group) Limited 滙力資源（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1303)

VOLUNTARY ANNOUNCEMENT

The Board is pleased to announce that on 18 September 2012, the Company entered into a non-binding (other than exclusivity and certain miscellaneous arrangements such as confidentiality and governing law) MOU with Geo-Tech in relation to the Possible Acquisition.

The management of the Company confirms that, as stated in the Announcement, the signing of the formal binding agreement on the Possible Acquisition will be subject to relevant evaluation and due diligence work of the Mine and, as such, there is no assurance that the Possible Acquisition will materialise, and no binding agreement, if any, for the Possible Acquisition will be entered into before 31 January 2013.

Further, the Board wishes to emphasise that no binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement, there is no assurance that it will be entered into and the structure of the Possible Acquisition is subject to due diligence, negotiation and change. As such, the Possible Acquisition may or may not proceed. Shareholders and investors are urged to exercise caution when dealing in the securities of the Company.

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Reference is made to the announcement (the “ Announcement ”) of Huili Resources (Group) Limited (the “ Company ”) dated 18 July 2012 in relation to, among other matters, the possibility of acquiring a controlling interest in the Mine. Unless otherwise specified, all capitalised terms used herein shall have the same meanings as ascribed to them in the Announcement.

The Board is pleased to announce that on 18 September 2012, the Company entered into a non-binding (other than exclusivity and certain miscellaneous arrangements such as confidentiality and governing law) memorandum of understanding (the “ MOU ”) with GeoTech Resources Group Investment Ltd. (“ Geo-Tech ”) in relation to the possibility of the acquisition (the “ Possible Acquisition ”) of a controlling shareholding interest in ChinagoldGH Resources (Group) Co Limited (the “ Target Company ”), a company incorporated in the Republic of Ghana, which in turn will indirectly own not less than 90% of the interest in the Mine after certain internal reorganisation to be effected by Geo-Tech.

To the best of the knowledge, information and belief of the directors of the Company having made all reasonable enquiries, Geo-Tech and its ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”)).

As the Company is expected to incur costs and expenses in conducting the relevant evaluation and due diligence work in respect of the Target Company and the Mine, Geo-Tech has agreed under the MOU that it shall not, and shall procure its subsidiaries not to, at any time during a period of 180 days from the date of the MOU initiate negotiations or discussions with or enter into any agreement with any third party (other than the Company) in connection with the Possible Acquisition. The Company shall have the right to extend such exclusivity period for a further period of 60 days by written notice to Geo-Tech.

The management of the Company confirms that, as stated in the Announcement, the signing of the formal binding agreement on the Possible Acquisition will be subject to relevant evaluation and due diligence work of the Mine and, as such, there is no assurance that the Possible Acquisition will materialise, and no binding agreement, if any, for the Possible Acquisition will be entered into before 31 January 2013.

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Further, the Board wishes to emphasise that no binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement, there is no assurance that it will be entered into and the structure of the Possible Acquisition is subject to due diligence, negotiation and change. As such, the Possible Acquisition may or may not proceed. Shareholders and investors are urged to exercise caution when dealing in the securities of the Company.

Further announcement(s) in relation to the matter referred to above will be made as and when appropriate and the Company will comply with all necessary requirements under the Listing Rules.

By order of the Board Huili Resources (Group) Limited WANG Dayong Chairman

Hong Kong, 18 September 2012

As of the date of this announcement, the executive directors are Mr. WANG Dayong, Mr. LU Qi, Mr. ZHAO Guangsheng, Mr. WU Guangsheng, Mr. ZHAO Bochen and Mr. MA Boping, the non-executive directors are Mr. XUE Di’an and Mr. LIU Tongyou, and the independent non-executive directors are Mr. CAO Shiping, Mr. CAO Kuangyu and Mr. SIN Lik Man.

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