JX Energy Ltd. — Capital/Financing Update 2021

Sep 3, 2021

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 the securities of the Company.

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Persta Resources Inc.

(incorporated under the laws of Alberta with limited liability)

(Stock Code: 3395)

PROPOSED ISSUE OF NEW SHARES UNDER GENERAL MANDATE

The Board is pleased to announce that, on 3 September 2021 (after trading hours), the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Company has conditionally agreed to allot and issue, and the Subscriber has conditionally agreed to subscribe for, 16,000,000 Subscription Shares at the Subscription Price of HK$0.80 per Subscription Share.

The Subscription Shares represent (i) approximately 4.42% of the issued share capital of the Company as at the date of this announcement and (ii) approximately 4.23% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares (assuming there is no change in the issued share capital of the Company between the date of this announcement and the Closing Date save for the allotment and issue of the Subscription Shares).

The Subscription Shares will be allotted and issued under the General Mandate.

The gross proceeds from the Subscription will be HK$12.8 million. The net proceeds, after deduction of all relevant expenses, are expected to be approximately HK$12.5 million.

An application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares on the Stock Exchange.

Shareholders and potential investors should note that Closing of the Subscription is subject to fulfilment of the conditions under the Subscription Agreement. As the Subscription may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

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THE SUBSCRIPTION AGREEMENT

The Board is pleased to announce that on 3 September 2021 (after trading hours), the Company and the Subscriber entered into the Subscription Agreement, pursuant to which the Company has conditionally agreed to issue to the Subscriber, and the Subscriber has conditionally agreed to subscribe for, the Subscription Shares. The principal terms of the Subscription Agreement are summarized as follows:

Date

3 September 2021 (after trading hours)

Parties

• (1) the Company; and

• (2) the Subscriber.

Subscription Shares

Pursuant to the Subscription Agreement, the Company has conditionally agreed to allot and issue, and the Subscriber has conditionally agreed to subscribe for, 16,000,000 Subscription Shares at the Subscription Price of HK$0.80 per Subscription Share.

The number of 16,000,000 Subscription Shares represents (i) approximately 4.42% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 4.23% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares (assuming there is no change in the issued share capital of the Company between the date of this announcement and the Closing Date save for the allotment and issue of the Subscription Shares).

Subscription Price

The Subscription Price of HK$0.80 per Subscription Share represents:

• (1) a premium of approximately 122% to the closing price of HK$0.36 per Share as quoted on the Stock Exchange on 3 September 2021;

• (2) a premium of approximately 122% to the closing price of HK$0.36 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (3) a premium of approximately 122% to the average closing price of HK$0.36 per Share for the last five consecutive trading days up to and including the Last Trading Day;

• (4) a premium of approximately 122% to the average closing price of HK$0.36 per Share for the last 10 consecutive trading days up to and including the Last Trading Day;

• (5) a premium of approximately 101% to the average closing price of approximately HK$0.397 per Share for the last 30 consecutive trading days up to and including the Last Trading Day;

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• (6) a premium of approximately 99% to the average closing price of approximately HK$0.403 per Share for the last 45 consecutive trading days up to and including the Last Trading Day;

• (7) a premium of approximately 3% to the trading price of HK$0.78 per Share as at 18 February 2021, the last trading day when the total trade volume exceeded one million Shares and the highest trading price of the Shares over the past 52 weeks; and

• (8) the equivalent to the subscription price per subscription share in respect of the conditional placing of up to 55 million Shares to Dalian Yongli.

The Subscription Price was determined after arm’s length negotiations between the Company and the Subscriber after considering, among other things, the Company’s past performance, the then prevailing market price of the Shares and the future prospects of the Company.

Year-to-date from 1 January 2021 to 7 June 2021 (the Last Trading Day in respect of the Dalian Yongli Subscription Agreement), the Stock Exchange has been opened for trading for a total of 105 days. Over this period, a total of 8.33 million Shares were traded on 42 days and no trades were executed on 63 days. This low level of liquidity is reflected in the 18% Bid-Ask Spread on 7 June 2021 (bid price of HK$0.390 per Share, ask price of HK$0.325 per Share, and HK$0.365 per Share on 7 June 2021).

Year-to-date from 1 January 2021 to 2 September 2021, the total daily trading volume of the Company’s Shares exceeded one million Shares only one day on 18 February 2021, when 3.85 million Shares were traded. The increase in volume was further reflected in the price of the Shares, which increased from HK$0.28 at market open to HK$0.78, and HK$0.67 at market closing on the same day, an increase of 139% from the previous day’s closing price. Subsequent to 18 February 2021 and up to 1 September 2021, daily trading volumes averaged approximately 38,000 Shares per day, and the market price of the Shares declined on lower trading volumes to 2 September 2021, establishing a positive correlation between prevailing trading volume and price, where the market price of the Shares increased as the volume increased.

The Company and Subscriber acknowledged that the conditional placing of 16 million Shares would significantly exceed the number of Shares traded in the prevailing market, and determined that the Subscription Price should incorporate the positive correlation between the prevailing trading volume and the Share price.

The Subscriber shall make full payment of the Subscription Price in immediately available funds by wire transfer in the amount thereof to the designated bank account of the Company upon Closing.

The Company and the Subscriber have agreed that the Subscriber will pay for the Subscription Shares in C$ using the exchange rate of the higher of (i) HK$0.16 to C$1, and (ii) the HK$ to C$ exchange rate as quoted by the Bank of Canada for the five days preceding the payment for the new Shares. Given that the Company is a Canadian company and incurs costs in C$, this arrangement helps to eliminate foreign exchange risk which the Company and the Shareholders otherwise would be exposed to if the HK$ to C$ exchange rate was not fixed.

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Ranking

The Subscription Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with all other Shares in issue at the time of allotment and issue of the Subscription Shares.

Conditions Precedent

The obligations of the Subscriber to subscribe and pay for, and the obligations of the Company to issue, the Subscription Shares to the Subscriber are subject to the fulfilment of the following Conditions Precedent:

• (1) the passing of the resolutions of the Board approving the allotment and issue of the Subscription Shares under the Subscription Agreement, including but not limited to the approval to utilize the General Mandate and that the General Mandate is sufficient for the allotment and issue of the Subscription Shares;

• (2) the purchase of the Subscription Shares contemplated hereunder being in compliance with the requirements of the Listing Rules and the Takeovers Code, as applicable;

• (3) all necessary consents, filings, approvals and registrations from or with any relevant governmental or regulatory authorities required to be obtained or completed by the Subscriber, including, but not limited to, the Ministry of Commerce of the PRC and the State Administration of Foreign Exchange of the PRC (or their respective local branch or the designated local banks) that are necessary for the Subscriber to consummate the Subscription having been obtained or completed, including compliance with the ‘‘Circular on Relevant Issues Concerning Foreign Exchange Administration of Overseas Investment and Financing and Return Investments Conducted by Domestic Residents Through Overseas Special Purpose Vehicles’’;

• (4) all necessary consents and approvals required to be obtained by the Company and the Subscriber in respect of the Subscription having been obtained; and

• (5) delivery by the Subscriber to the Company of evidence satisfactory to the Company, in its sole discretion, that the Subscriber has sufficient funds available to purchase the Subscription Shares.

As at the date of this announcement, none of the conditions set forth above has been fulfilled.

The Company will not allot and issue the Subscription Shares to the Subscriber until payment by the Subscriber, and the receipt by the Company of, the subscription price corresponding to the Subscription Shares in full.

Closing

Closing is subject to the satisfaction of the Conditions Precedent on or before 30 September 2021, or such other date as may be determined by the Company in its sole discretion.

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GENERAL MANDATE

The Subscription Shares will be allotted and issued under the General Mandate. The General Mandate entitles the Directors to issue, allot and deal with up to 72,377,304 Shares, representing 20% of the issued share capital of the Company as at the date of the AGM. Since the date of the AGM and up to and including the date of this announcement, no Shares have been allotted and issued pursuant to the General Mandate. Accordingly, the General Mandate is sufficient for the allotment and issue of the Subscription Shares and the allotment and issue of the Subscription Shares will not be subject to the Shareholders’ approval.

APPLICATION FOR LISTING

The Company will apply to the Listing Committee for the listing of, and permission to deal in, the Subscription Shares.

INFORMATION ON THE SUBSCRIBER

The Subscriber is a company incorporated under the laws of the PRC with limited liability. The Subscriber is principally engaged in natural gas project investment and natural gas equipment sales and distribution. It is directly owned as to 95% and 5% by Mr. Chen Yingzhi (陳英志) and Mr. Li Hang (李航), respectively.

To the best knowledge, information and belief of the Directors, and having made all reasonable enquiries, the Subscriber and its ultimate beneficial owners are Independent Third Parties.

REASONS FOR AND BENEFIT OF THE ISSUE OF THE SUBSCRIPTION SHARES

The Company is principally engaged in natural gas and crude oil exploration and production, with a focus on natural gas resources. The Company focuses on long-term growth through acquisition, exploration, development and production in the Western Canadian Sedimentary Basin.

The global impact of the outbreak of COVID-19 has resulted in significant volatility in global stock markets and oil and natural gas prices over the past year, which has impacted the Company’s revenues. This volatility is expected to continue while restrictions on local and international travel remain in place, which could negatively impact the Company’s future revenues should prices decline. On 30 June 2021 the Company and its lender agreed to restructure its subordinated debt (the ‘‘2021 Restructuring’’). Pursuant to the 2021 Restructuring, the Company must secure additional capital in the form of new equity for a cumulative amount equal to or greater than C$8 million on or before 30 September 2021, make a C$2.2 million principal payment on or before 15 September 2021, and make a C$2.2 million principal payment on or before 30 September 2021. Due to the volatile commodity price environment and obligations associated with the 2021 Restructuring, the Company is in need of additional capital.

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The gross proceeds from the Subscription will be approximately HK$12.8 million. The net proceeds, after deduction of all relevant expenses, are expected to be approximately HK$12.5 million. The Company intends to apply the net proceeds from the Subscription totaling HK$12.5 million in full to fulfil the 15 September 2021 principal payment (approximately C$2.05 million). The Company intends to satisfy the remaining 2021 Restructuring funding obligations through proceeds received from the Dalian Yongli Subscription.

The Board is of the view that the allotment and issue of the Subscription Shares is an appropriate means of raising additional capital for the business operations of the Company since it will provide immediate capital to accelerate the development of the Company’s projects and broadens the investor and potential future capital base for the Company. The Board considers that the terms of the Subscription Agreement (including the Subscription Price) are on normal commercial terms and are fair and reasonable and that the Subscription is in the interests of the Company and the Shareholders as a whole.

However, the proceeds from the Subscription may not satisfy the upcoming financial needs of the Company in full if there is any change of the Company’s current circumstances or business plan of if there shall arise any potential business opportunities. Therefore, the Board does not rule out the possibility that the Company will conduct further debt/equity fund raising exercises when suitable fund raising opportunities, including but not limited to financing from the then Shareholders or other thirdparty sources, arise in order to support future developments of the Company. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

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FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has conducted the following equity fund raising activities in the past twelve months before the date of this announcement:

				Actual
				use of proceeds
			Intended	as at the date of
Date of announcement	Event	Net proceeds	use of proceeds	this announcement
27 October 2020,	Issue of new	The net proceeds from	The net proceeds from the	Approximately HK$6
30 November 2020,	Shares under	the issuance of the	issue of the new Shares	million used for
16 December 2020	the general	new Shares	was intended to be	facility optimisation
and 23 December	mandate.	amounted to HK$18	applied towards the	and production de-
2020 (Hong Kong		million.	expansion of the	bottlenecking to
time).			Company’s existing	enhance natural gas
			business and as general	production from the
			working capital of the	Company’s Basing
			Company.	area.
				Approximately HK$12
				million applied
				towards the
				Company’s working
				capital deficit.

• 9 June 2021, 10 June Issue of new The net proceeds from The Company intends to N/A 2021 and 21 July Shares to a the issuance of the apply the net proceeds 2021 (Hong Kong connected new Shares to from the issue of new time). person Dalian Yongli will Shares towards pursuant to amount to financing the drilling of the special approximately new wells at the Basing mandate. HK$42.5 million. area, partial repayment of the Company’s subordinated debt, for additional working capital of the Company and other general corporate purposes.

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Actual

use of proceeds Intended as at the date of Date of announcement Event Net proceeds use of proceeds this announcement 21 July 2021 (Hong Issue of new The net proceeds from The Company intends to The Jixing Kong time). Shares to a the issuance of the apply the net proceeds Subscription connected new Shares to Jixing from the issue of new Agreement was person would have Shares towards terminated on 3 pursuant to amounted to financing the drilling of September 2021 the special approximately new wells at the Basing mandate. HK$8 million. area, partial repayment of the Company’s subordinated debt, for additional working capital of the Company and other general corporate purposes.

Save for the aforesaid, the Company did not raise funds on any issue of equity securities raising activities during the past twelve months immediately preceding the date of this announcement.

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EFFECT ON SHAREHOLDING STRUCTURE

As at the date of this announcement, the Company has 361,886,520 Shares in issue. The shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after the Closing (assuming that there will be no further changes in the issued share capital of the Company from the date of this announcement and up to the Closing Date save for the allotment and issue of the Subscription Shares):

Non-public Shareholders Aspen Investment Holdings Ltd. (Note 1) 吉林省弘原經貿集團有限公司 (Ji Lin Hong Yuan Trade Group Limited) (Note 2) 1648557 Alberta Ltd. (Note 1) 長春市麗源投資有限公司 (Changchun Liyuan Investment Co. Ltd.) (Note 3) Mr. Yuan Jing (Notes 1 & 4) Mr. Guang Jing (Note 5) Mr. Le Bo (Note 6) Ms. Jing Hou (Note 7) Dalian Yongli (Note 8) Jixing (Note 9) Mr. Pingzai Wang (Note 10) Subtotal Other Shareholders Subscriber Public Shareholders (excluding the Subscriber) Total	As at the Date of this Announcement No. of Shares Approximate percentage (%) (Note 11) 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 60,000,000 16.58 23,600,000 6.52 593,167 0.16 269,632,013 74.51 — — 92,254,507 25.49 361,886,520 100.00	Immediately upon completion of the Subscription No. of Shares Approximate percentage (%) (Note 11) 185,438,846 49.07 185,438,846 49.07 185,438,846 49.07 185,438,846 49.07 185,438,846 49.07 185,438,846 49.07 185,438,846 49.07 185,438,846 49.07 60,000,000 15.88 23,600,000 6.25 593,167 0.16 269,632,013 71.35 16,000,000 4.23 92,254,507 24.41 377,886,520 100.00	Immediately upon completion of the Subscription No. of Shares Approximate percentage (%) (Note 11) 185,438,846 49.07 185,438,846 49.07 185,438,846 49.07 185,438,846 49.07 185,438,846 49.07 185,438,846 49.07 185,438,846 49.07 185,438,846 49.07 60,000,000 15.88 23,600,000 6.25 593,167 0.16 269,632,013 71.35 16,000,000 4.23 92,254,507 24.41 377,886,520 100.00
			71.35
			4.23 24.41
			100.00

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Notes:

1. Aspen Investment Holdings Ltd. (‘‘Aspen’’) holds 181,194,306 Shares and is owned as to approximately 41.09% by 吉林省弘原經貿集團有限公司 (Ji Lin Hong Yuan Trade Group Limited) (‘‘JLHY’’), 39.69% by 1648557 Alberta Ltd. (‘‘164 Co’’), and 19.22% by 長春市麗源投資有限公司 (Changchun Liyuan Investment Co. Ltd.) (‘‘Liyuan’’). Pursuant to the unanimous shareholders agreement dated December 18, 2015 (the ‘‘Unanimous Shareholders Agreement’’) and the first supplemental unanimous shareholders agreement dated April 29, 2016 (the ‘‘First Supplemental Unanimous Shareholders Agreement’’), Aspen, Mr. Yuan Jing (‘‘Mr. Jing’’), JLHY, Mr. Le Bo (‘‘Mr. Bo’’), 164 Co, Liyuan and Ms. Jing Hou (‘‘Ms. Hou’’) (being spouse of Mr. Bo) became a group of Controlling Shareholders (as defined in the Listing Rules) acting in concert and therefore Aspen is deemed to be interested in all the Shares in which Mr. Jing and Mr. Bo are interested in under the SFO, which in aggregate represent approximately 51.24% of the total issued Shares of the Company.

2. JLHY is held as to 60% by Mr. Jing and 40% by Mr. Guang Jing (being Mr. Jing’s brother). Pursuant to the Unanimous Shareholders Agreement and the First Supplemental Unanimous Shareholders Agreement, JLHY is deemed to be interested in all the Shares in which Aspen, Mr. Jing, Mr. Bo, 164 Co and Liyuan are interested in under the SFO.

3. Liyuan is owned as to approximately 98%, 1% and 1% by JLHY, Zhou Li Mei and Jing Yue Li, respectively. In addition, pursuant to the Unanimous Shareholders Agreement and the First Supplemental Unanimous Shareholders Agreement, Liyuan is deemed to be interested in all the Shares in which Aspen, Mr. Jing, JLHY, Mr. Bo and 164 Co are interested in under the SFO.

4. Mr. Jing is interested in 60% of the equity interest in JLHY. Pursuant to the Unanimous Shareholders Agreement and the First Supplemental Unanimous Shareholders Agreement, Mr. Jing is deemed to be interested in the Shares in which Aspen, JLHY, Mr. Bo, 164 Co and Liyuan are interested in under the SFO.

5. Mr. Guang Jing holds 40% of the equity interest in JLHY and is therefore deemed to be interested in all the Shares in which JLHY is interested in under the SFO.

6. Mr. Bo holds 1,000 class D voting preferred shares in 164 Co, representing approximately 99.01% voting rights of 164 Co. Pursuant to the Unanimous Shareholders Agreement and the First Supplemental Unanimous Shareholders Agreement, 164 Co is deemed to be interested in all the Shares in which Aspen, Mr. Jing, JLHY, Mr. Bo and Liyuan are interested in under the SFO.

7. Ms. Hou holds 3,804,540 Shares and is one of the trustees of The Bo Family Trust. She is the spouse of Mr. Bo and is therefore deemed to be interested in all the Shares in which Mr. Bo is interested in under the SFO.

8. Dalian Yongli is directly wholly-owned by Mr. Zhang Zhong (張鐘).

9. Jixing is directly wholly-owned by 長春市吉星車用氣有限公司 (Changchun City Jixing Gas Service for Auto Co. Ltd.*), which is owned as to 66.70% and 33.30% by Mr. Liu and Ms. Zhang Lijun (being Mr. Liu’s spouse), respectively.

10. Mr. Pingzai Wang (‘‘Mr. Wang’’) is an executive Director and holds a total of 1,500,000 stock options and 440,000 Shares. Ms. Wang Li (‘‘Ms. Wang’’), the spouse of Mr. Wang, holds 153,167 Shares. Accordingly, Mr. Wang is deemed, or taken to be, interested in the Shares which Ms. Wang is interested in for the purposes of the SFO.

11. Certain percentage figures in this table have been subject to rounding adjustments to the nearest 2 decimal places. Accordingly, the aggregate of the percentage figures in the above table may not add up to 100%.

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Shareholders and potential investors should note that Closing of the Subscription is subject to fulfillment of the conditions under the Subscription Agreement. As the Subscription may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, the following expressions shall have the following meanings, unless the context requires otherwise:

‘‘AGM’’	the annual general meeting of the Company held on 24	August 2021
‘‘Board’’	the board of the Directors
‘‘Company’’	Persta Resources Inc., a company incorporated with	limited liability
	under the laws of Alberta on 11 March 2005 and whose shares are
	listed on the Main Board of The Stock Exchange
‘‘Closing’’	completion of the Subscription pursuant to the terms and conditions of
	the Subscription Agreement
‘‘Closing Date’’	the date on which Closing takes place
‘‘Conditions Precedent’’	the conditions precedent to the Closing, as more particularly set out
	under the paragraph headed ‘‘The Subscription	Agreement —
	Conditions precedent’’
‘‘connected person(s)’’	has the meaning ascribed to it under the Listing Rules
‘‘Dalian Yongli’’	大連永力石油化工有限公司(Dalian Yongli Petrochemical Ltd.*), a
	company incorporated under the laws of PRC with limited liability;
‘‘Dalian Yongli Subscription’’	the subscription for 55,000,000 new Shares by Dalian	Yongli pursuant
	to the Dalian Yongli Subscription Agreement (as	amended and
	supplemented by the First Amended and Restated	Dalian Yongli
	Subscription Agreement and the Second Amended and	Restated Dalian
	Yongli Subscription Agreement)
‘‘Dalian Yongli Subscription	the subscription agreement dated 8 June 2021 entered into between the
Agreement’’	Company and Dalian Yongli in relation to the subscription of a total of
	20,000,000 new Shares at the subscription price of HK$0.80 per Share
‘‘Director(s)’’	the director(s) of the Company

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• ‘‘First Amended and Restated the amended and restated subscription agreement dated 20 July 2021 Dalian Yongli Subscription entered into between the Company and Dalian Yongli Agreement’’

• ‘‘General Mandate’’ the mandate granted to the Directors by the Shareholders at the AGM to issue, allot and deal with up to 20% of the then issued share capital of the Company as at the date of the AGM

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ The Hong Kong Special Administrative Region of the PRC ‘‘Independent Third person(s) who or company(ies) together with its/their ultimate Party(ies)’’ beneficial owner(s) which, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, is/are third party(ies) independent of the Company and its connected person(s) in accordance with the Listing Rules

• ‘‘Jixing’’ Jixing Gas Holdings Limited, a company incorporated under the laws of the British Virgin Islands

• ‘‘Jixing Subscription’’ the subscription for 10,000,000 new Shares by Jixing pursuant to the Jixing Subscription Agreement

• ‘‘Jixing Subscription the subscription agreement dated 20 July 2021 entered into between the Agreement’’ Company and Jixing in relation to the Jixing Subscription

• ‘‘Last Trading Day’’ 2 September 2021, being the last Trading Day immediately prior to the entering into of the Subscription Agreement

• ‘‘Listing Committee’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, as amended, supplemented or as otherwise modified from time to time

• ‘‘PRC’’ the People’s Republic of China, for the purpose of this announcement, not including Hong Kong, the Macau Special Administrative Region of the PRC, and Taiwan

• ‘‘Second Amended and the second amended and restated subscription agreement dated 3 Restated Dalian Yongli September 2021 entered into between the Company and Dalian Yongli Subscription Agreement’’

• ‘‘Share(s)’’ the common share(s) of no par value in the capital of the Company

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• ‘‘Shareholder(s)’’ the holder(s) of the Shares of the Company

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Subscriber’’ 吉林諾事達能源投資有限公司 (Jilin Nuoshida Energy Investment Co., Ltd.*), a company incorporated under the laws of PRC with limited liability

• ‘‘Subscription’’ the subscription of the Subscription Shares by the Subscriber at the Subscription Price pursuant to the Subscription Agreement

• ‘‘Subscription Agreement’’ the Subscription Agreement dated 3 September 2021 entered into between the Company and the Subscriber in relation to the Subscription

• ‘‘Subscription Price’’ the subscription price of HK$0.80 per Subscription Share

• ‘‘Subscription Shares’’ 16,000,000 new Shares to be allotted and issued by the Company to the Subscriber pursuant to the terms and conditions of the Subscription Agreement

• ‘‘Takeovers Code’’ the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong, as amended, supplemented or otherwise modified from time to time

• ‘‘Trading Day(s)’’ the day(s) on which the Stock Exchange is open for business

• ‘‘%’’ per cent.

By Order of the Board

Persta Resources Inc. Yongtan Liu Chairman

Calgary, 3 September 2021 Hong Kong, 3 September 2021

As at the date of this announcement, the Board comprises of two Executive Directors, being Mr. Yongtan Liu and Mr. Pingzai Wang; and three Independent Non-executive Directors, namely Mr. Richard Dale Orman, Mr. Peter David Robertson and Mr. Larry Grant Smith.

• For identification purpose only

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