JX Energy Ltd. — Capital/Financing Update 2021

Jul 21, 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 representations 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.

==> picture [65 x 32] intentionally omitted <==

Persta Resources Inc.

(incorporated under the laws of Alberta with limited liability)

(Stock code: 3395)

CONNECTED TRANSACTIONS

(1) AMENDMENT TO DALIAN YONGLI SUBSCRIPTION AGREEMENT; (2) PROPOSED ISSUE OF NEW SHARES TO CONNECTED PERSON UNDER SPECIFIC MANDATE; AND

(3) DELAY IN DESPATCH OF CIRCULAR IN RELATION TO CONNECTED TRANSACTION

AMENDED AND RESTATED DALIAN YONGLI SUBSCRIPTION AGREEMENT

On 20 July 2021 (after trading hours), the Company and Dalian Yongli entered into the Amended and Restated Dalian Yongli Subscription Agreement, pursuant to which the Company and Dalian Yongli agreed to amend and supplement certain terms in the Dalian Yongli Subscription Agreement.

SUBSCRIPTION OF NEW SHARES BY JIXING

The Board is pleased to announce that, on 20 July 2021 (after trading hours), the Company and Jixing entered into the Jixing Subscription Agreement, pursuant to which the Company has conditionally agreed to allot and issue, and Jixing has conditionally agreed to subscribe for, 10,000,000 Shares at the Subscription Price of HK$0.80 per Share.

The Jixing Subscription Shares represent approximately 2.76% of the issued share capital of the Company as at the date of this announcement, and approximately 2.69% of the issued share capital of the Company as enlarged by the issue of the Jixing Subscription Shares. The Jixing Subscription Shares will be allotted and issued under the Specific Mandate to be sought at the SGM.

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

– 1 –

LISTING RULES IMPLICATION

As Jixing and Dalian Yongli are both connected persons (as defined in the Listing Rules) of the Company, the entry into of the Subscription Agreements and the transactions contemplated thereunder (including the Subscriptions and the issue of the Subscription Shares under the Specific Mandate) constitute connected transactions of the Company under Chapter 14A of the Listing Rules and are subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

GENERAL

The SGM will be held to consider and, if thought fit, pass the resolution(s) to approve the Subscription Agreements, the transactions contemplated thereunder and the grant of the Specific Mandate for the allotment and issue of the Subscription Shares. The voting at the SGM will be conducted by way of a poll whereby the Subscribers and their respective associates shall abstain from voting on the relevant resolution(s) to be proposed at the SGM to approve the Subscription Agreements, the transactions contemplated thereunder and the grant of the Specific Mandate for the allotment and issue of the Subscription Shares.

The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Shareholders on the terms of the Subscriptions. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

A circular containing, among other things, (i) details of the Subscription Agreements; (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders in relation to the Subscription Agreements; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Subscription Agreements, is expected to be despatched by the Company to the Shareholders on or before 9 August 2021.

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

AMENDED AND RESTATED DALIAN YONGLI SUBSCRIPTION AGREEMENT

On 20 July 2021 (after trading hours), the Company and Dalian Yongli entered into the Amended and Restated Dalian Yongli Subscription Agreement, pursuant to which the Company and Dalian Yongli agreed to amend and supplement certain terms in the Dalian Yongli Subscription Agreement.

– 2 –

Pursuant to the Amended and Restated Dalian Yongli Subscription Agreement, the Company and Dalian Yongli have agreed to the following amendments:

Number of new Shares to be subscribed by Dalian Yongli

• The Company has conditionally agreed to allot and issue, and Dalian Yongli has conditionally agreed to subscribe for, 20,000,000 Shares at the Subscription Price of HK$0.80 per Share and 40,000,000 Shares at the higher of (i) HK$0.80, and (ii) the volume weighted average price per Share as quoted on the Stock Exchange for the 30 Trading Days immediately preceding the date on which the Company receives an irrevocable notice from Dalian Yongli notifying the Company that it will make payment for the second tranche of 40,000,000 Shares in full.

• Completion of the subscription of new Shares by Dalian Yongli

Subject to fulfillment of the conditions of the Dalian Yongli Subscription Agreement, completion of the subscription of new Shares by Dalian Yongli will be in two tranches as follows:

• (1) the first tranche of 20,000,000 Shares will be allotted and issued to Dalian Yongli on the date upon which all of the conditions has been satisfied or, where applicable, waived; and

• (2) the second tranche of 40,000,000 Shares will be allotted and issued to Dalian Yongli within one day after the Company receives the Payment Notice from Dalian Yongli notifying the Company that Dalian Yongli will make payment for the second tranche of 40,000,000 Shares in full, provided that it shall be a date on or before 30 September 2021.

If Dalian Yongli fails to deliver the Payment Notice to the Company on or before 30 September 2021, the Dalian Yongli Subscription Agreement (as amended and supplemented by the Amended and Restated Dalian Yongli Subscription Agreement) shall automatically terminate with immediate effect pursuant to their terms and the parties thereto shall be released from all liabilities and obligations under the Dalian Yongli Subscription Agreement (as amended and supplemented by the Amended and Restated Dalian Yongli Subscription Agreement) (except for their accrued right or obligations at the date of termination and the respective surviving clauses).

Save and except for the aforesaid amendments, all other terms and conditions of the Dalian Yongli Subscription Agreement shall remain unchanged and continue in full force and effect.

– 3 –

A circular containing, among other things, (i) details of the Dalian Yongli Subscription Agreement; (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders in relation to the Dalian Yongli Subscription Agreement; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Dalian Yongli Subscription Agreement, is expected to be despatched by the Company to the Shareholders on or before 30 June 2021.

As additional time is required to finalise certain information in the circular containing, among other things, (i) details of the Dalian Yongli Subscription Agreement (as amended and supplemented by the Amended and Restated Dalian Yongli Subscription Agreement); (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders in relation to the Dalian Yongli Subscription Agreement (as amended and supplemented by the Amended and Restated Dalian Yongli Subscription Agreement); (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Dalian Yongli Subscription Agreement (as amended and supplemented by the Amended and Restated Dalian Yongli Subscription Agreement), it is expected that the despatch date of the circular will be postponed to a date falling on or before 9 August 2021.

SUBSCRIPTION OF NEW SHARES BY JIXING

The Board is pleased to announce that, on 20 July 2021 (after trading hours), the Company and Jixing entered into the Jixing Subscription Agreement, pursuant to which the Company has conditionally agreed to allot and issue, and Jixing has conditionally agreed to subscribe for, 10,000,000 Shares at the Subscription Price of HK$0.80 per Share.

The Jixing Subscription Agreement

Date

20 July 2021

Parties to the Jixing Subscription Agreement

• (1) the Company;

• (2) Jixing;

• (3) CCJGSA; and

• (4) Mr. Liu.

The Jixing Subscription

Pursuant to the Jixing Subscription Agreement, the Company has conditionally agreed to allot and issue, and Jixing has conditionally agreed to subscribe for 10,000,000 Shares at the Subscription Price of HK$0.80 per Share.

– 4 –

The Company and Jixing have agreed that Jixing will pay for the subscription for the new 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.

The Jixing Subscription Shares

The Jixing Subscription Shares represents approximately 2.76% of the issued share capital of the Company as at the date of this announcement, and approximately 2.69% of the issued share capital of the Company as enlarged by the allotment and issue of the Jixing Subscription Shares (assuming there is no change in the issued share capital of the Company between the date of this announcement and completion of the subscription of new Shares by Jixing save for the allotment and issue of the Jixing Subscription Shares).

The Subscription Price

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

• (1) a premium of approximately 78% to the closing price of HK$0.45 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (2) a premium of approximately 64% to the average closing price of HK$0.486 per Share as for the last 5 consecutive trading days up to and including the Last Trading Day;

• (3) a premium of approximately 75% to the average closing price of HK$0.457 per Share as for the last 10 consecutive trading days up to and including the Last Trading Day;

• (4) a premium of approximately 86% to the average closing price of HK$0.430 per Share as for the last 30 consecutive trading days up to and including the Last Trading Day;

• (5) a premium of approximately 46% to the average closing price of HK$0.548 per Share as for the last 45 consecutive trading days up to and including the Last Trading Day; and

• (6) a premium of approximately 20% to the average closing price of HK$0.67 per Share as at 18 February 2021, the last trading day when the total trade volume exceeded 1 million Shares.

The Subscription Price was determined after arm’s length negotiations between the Company and Jixing after considering, among other things, the Company’s past performance and future prospects and in particular, the market performance and liquidity of the Shares.

Year-to-date from 1 January 2021 to the Last Trading Day, the Stock Exchange has been opened for trading for a total of 133 days. Over this period, a total of approximately 10.1 million shares were traded on 55 days and no trades were executed on 78 days. This low level of liquidity is reflected in the 27% Bid-Ask Spread on the Last Trading Day (bid price of HK$0.35 per Share, ask price of HK$0.47 per Share), and 31% Intra-Day Range on the Last Trading Day (HK$0.59 per Share high trading price, HK$0.45 per Share low trade price).

– 5 –

Year-to-date from 1 January 2021 to the Last Trading Day, 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$0.67 at market closing on the same day, an increase of 139%. Subsequent to 18 February 2021 and up to the Last Trading Day, daily trading volumes averaged approximately 43 thousand Shares per day, and the market price of the Shares established a positive correlation between prevailing trading volume and price, where the market price of the Shares increased as volume increased.

The Company and Jixing acknowledged that the conditional placing of 10,000,000 new 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.

Ranking

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

Conditions of the Jixing Subscription Agreement

Completion is conditional upon satisfaction (or where applicable, the waiver) of the following conditions:

• (1) the passing of the resolutions of the Board approving the allotment and issue of the Jixing Subscription Shares under the Jixing Subscription Agreement;

• (2) the passing by the Independent Shareholders at the SGM of resolutions approving the Jixing Subscription Agreement and the grant of the Specific Mandate for the allotment and issue of the Jixing Subscription Shares;

• (3) the Company having obtained all necessary approvals and consents (if any) in relation to the Jixing Subscription and the transactions contemplated thereunder;

• (4) the Listing Committee granting the listing of, and permission to deal in, the Jixing Subscription Shares (and such approval not subsequently revoked prior to the date of Completion); and

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

In the event that any of the above conditions under the Jixing Subscription Agreement has not been fulfilled on or before 30 September 2021 (or such other date as may be determined by the Company in its sole discretion), the Jixing Subscription Agreement shall terminate with immediate effect pursuant to

– 6 –

its terms, and the parties thereto shall be released and discharged from their respective obligations under the Jixing Subscription Agreement (except for their accrued right or obligation at the date of termination and the respective surviving clauses).

Completion of the Jixing Subscription Agreement

Subject to fulfillment of the conditions of the Jixing Subscription Agreement, completion of the subscription of Shares by Jixing shall take place on or before 31 August 2021. Jixing shall pay to the Company the subscription amount of HK$8,000,000 in full in immediately available funds by wire transfer for the subscription of the 10,000,000 Shares upon Completion.

SPECIFIC MANDATE

The Subscription Shares will be allotted and issued pursuant to the Specific Mandate proposed to be obtained from the Independent Shareholders at the SGM.

APPLICATION FOR LISTING

The Company will apply to the Listing Committee for the listing of, and permission to deal in, the Subscription Shares on the Main Board of the Stock Exchange.

INFORMATION ON THE SUBSCRIBERS

Jixing is a company incorporated under the laws of the British Virgin Islands. Jixing is principally engaged in the investment of clean energy worldwide. It is directly wholly-owned by CCJGSA, which is owned as to 66.70% and 33.30% by Mr. Liu, an executive Director, and Ms. Zhang Lijun (Mr. Liu’s spouse), respectively.

Dalian Yongli is a company incorporated under the laws of the PRC with limited liability whose ultimate beneficial owner is Mr. Zhang Zhong (張鐘). Dalian Yongli is principally engaged in the sales and trading of petroleum and natural gas products. Other than being a substantial shareholder of the Company, to the best knowledge, information and belief of the Board and after making all reasonable enquiries, Dalian Yongli and its ultimate beneficial owner are third parties independent of and not connected with the Company and its connected persons.

IMPLICATIONS UNDER THE LISTING RULES

As at the date of this announcement, Jixing is interested in 23,600,000 Shares, representing approximately 6.52% of the issued share capital of the Company. As Jixing is directly wholly-owned by CCJGSA, which is owned as to 66.70% by Mr. Liu, an executive Director, Jixing is a connected person (as defined in the Listing Rules) of the Company. Accordingly, the entry into of the Jixing Subscription Agreement and the transactions contemplated thereunder (including the Jixing Subscription and the issue of the Jixing Subscription Shares under the Specific Mandate) constitute

– 7 –

connected transactions of the Company under Chapter 14A of the Listing Rules and are subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As at the date of this announcement, Dalian Yongli is interested in 60,000,000 Shares, representing approximately 16.58% of the issued share capital of the Company. As Dalian Yongli is a substantial shareholder (as defined in the Listing Rules), the entry into of the Dalian Yongli Subscription Agreement (as amended and supplemented by the Amended and Restated Dalian Yongli Subscription Agreement) and the transactions contemplated thereunder (including the Dalian Yongli Subscription and the issue of the Dalian Yongli Subscription Shares under the Specific Mandate) constitute connected transactions of the Company under Chapter 14A of the Listing Rules and are subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Mr. Liu, an executive Director, has a material interest in the transactions contemplated under the Jixing Subscription Agreement and has abstained from voting on the Board resolutions in connection with the Jixing Subscription. Other than the aforesaid Director, no other Directors have or may be perceived to have a material interest in the Jixing Subscription or are required to abstain from voting on the relevant Board resolutions under the requirements of the Listing Rules.

As of the date of this announcement, 92,254,507 Shares are held by the public (within the meanings of the Listing Rules), representing approximately 25.49% of the issued share capital of the Company. Immediately upon completion of (1) the subscription of 10,000,000 new Shares by Jixing under the Jixing Subscription Agreement, approximately 24.81% of the issued share capital of Company will be held by the public; and (2) the subscription of a total of 70,000,000 new Shares by Dalian Yongli and Jixing under the Dalian Yongli Subscription Agreement (as amended and supplemented by the Amended and Restated Dalian Yongli Subscription Agreement) and the Jixing Subscription Agreement, respectively, approximately 21.36% of the issued share capital of Company will be held by the public. In either scenario, the Company will be unable to satisfy the minimum public float requirement of 25% as set out in Rule 8.08(1)(a) of the Listing Rules.

The Board will consider feasible proposal(s) to ensure that the minimum public float requirement will be met upon completion of the subscription of new Shares by Dalian Yongli or Jixing, including but not limited to, placing of new Shares to Independent Third Parties and/or disposing of its existing Shares by the controlling shareholder (as defined in the Listing Rules) of the Company.

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 of its significant holdings of natural gas leases in the Western Canadian Sedimentary Basin region.

– 8 –

Assuming the subscription price per Share of the second tranche of 40,000,000 Shares to be allotted and issued to Dalian Yongli will be HK$0.80, the gross proceeds from the subscription of new Shares by Dalian Yongli and Jixing are expected to be HK$56 million (C$8.96 million). The Company intends to apply the net proceeds of the subscription for new Shares by both Dalian Yongli and Jixing, after the deduction of the estimated related expenses to be incurred in the Subscriptions, as follows:

• (1) approximately 45% of the net proceeds for financing the drilling of new wells at the Basing area;

• (2) approximately 35% of the net proceeds for partial repayment of the Company’s subordinated debt; and

• (3) approximately 20% of the net proceeds for additional working capital of the Company and other general corporate purposes.

The Company has also considered other forms of fund-raising methods, namely other means of equity financing (such as a rights issue or an open offer). These other means of equity financing, including but not limited to, underwriting commission and documentation and other professional fees, which the Company considers would, (i) incur additional costs; and (ii) take a relatively longer timeframe when compared to the subscription of new Shares. In relation to debt financing, further borrowings would create additional interest burden for the Company and the due diligence and negotiation process with the relevant banks may be lengthy, and debt financing would also increase the debt-to-equity ratio of the Company. While the Company has considered placing the Subscription Shares to Independent Third Parties, the Directors are of the view that placings with the Subscribers would reinforce the Company’s strategic alliances with the Subscribers, providing an efficient means of raising capital for the Company’s present needs. Accordingly, the Company has entered into the Subscription Agreements with the Subscribers to provide the Company with further capital.

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 the Company with immediate funding and could broaden the capital base of the Company. The Board considers that (i) the Subscription Agreements are entered into upon normal commercial terms following arm’s length negotiations between the Company and Dalian Yongli and Jixing, respectively; (ii) the terms of the Subscription Agreements (including the Subscription Price) are on normal commercial terms and are fair and reasonable; and (iii) the Subscriptions are in the interests of the Company and the Shareholders as a whole.

– 9 –

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 as at
				the date of
Date of announcement	Event	Net proceeds	Intended use of proceeds	this announcement
27 October 2020,	Issue of new	The gross proceeds	The net proceeds from the	Approximately HK$6
30 November 2020,	Shares under	from the issuance of	issue of the new Shares	million used for
16 December 2020	general	the 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 and 10	Issue of new	Pursuant to the	The Company intends to	N/A
	June	2021 (Hong	Shares under	Amended and	apply the net proceeds
	Kong	time)	general	Restated Dalian	from the issue of new
			mandate.	Yongli Subscription	Shares towards
				Agreement, the	financing the drilling of
				gross proceeds from	new wells at the Basing
				the issuance of the	area, partial repayment
				new Shares to	of the Company’s
				Dalian Yongli will	subordinated debt, for
				amount to HK$48	additional working
				million.	capital of the Company
					and other general
					corporate purposes.

– 10 –

EFFECT OF THE SUBSCRIPTIONS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company has 361,886,520 Shares in issue. The following table illustrates the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after the completion of the subscription of new Shares by both Dalian Yongli and Jixing (assuming there is no change in the issued share capital of the Company between the date of this announcement and the completion of the Subscriptions save for the allotment and issue of the Subscription Shares):

				Immediately upon	Immediately upon	Immediately upon
				completion of
				the subscription		of
	Capacity/	As at the	date of	new Shares by both
	Nature of interest	this announcement		Dalian Yongli and Jixing
			Approximate		Approximate
			percentage of		percentage of
		No. of	total issued	No. of	total	issued
		Shares	Shares	Shares		Shares
Shareholders		(Shares)	(%) (Note 11)	(Shares)	(%) (Note 11)
Aspen Investment	Beneficial owner and parties	185,438,846	51.24	185,438,846		42.94
Holdings Ltd. (Note 1)	acting in concert
Ji Lin Hong Yuan Trade	Interest in controlled corporation	185,438,846	51.24	185,438,846		42.94
Group Limited (Note 1)	and parties acting in concert
1648557 Alberta Ltd.	Interest in controlled corporation	185,438,846	51.24	185,438,846		42.94
(Note 1)	and parties acting in concert
Changchun Liyuan	Interest in controlled corporation	185,438,846	51.24	185,438,846		42.94
Investment Co. Ltd.	and parties acting in concert
(Note 3)
Mr. Yuan Jing	Interest in controlled corporation	185,438,846	51.24	185,438,846		42.94
(Notes 1 & 4)	and parties acting in concert
Mr. Guang Jing (Note 5)	Interest in controlled corporation	185,438,846	51.24	185,438,846		42.94
	and parties acting in concert
Mr. Le Bo (Note 6)	Interest in controlled corporation	185,438,846	51.24	185,438,846		42.94
	and parties acting in concert
Ms. Jing Hou (Note 7)	Beneficial owner, interest of	185,438,846	51.24	185,438,846		42.94
	spouse and parties
	acting in concert

– 11 –

Capacity/ Nature of interest Shareholders Jixing Gas Holdings Limited (Note 8) Beneficial owner Changchun City Jixing Gas Service for Auto Co. Ltd. (Note 8) Security interest Interest in controlled corporation Ms. Zhang Lijun (Notes 8 & 9) Interest in controlled corporation and interest of spouse Interest in controlled corporation and interest of spouse Directors Mr. Liu Yongtan (Note 8) Security interest Interest in controlled corporation and interest of spouse Mr. Pingzai Wang (Note 10) Beneficial owner Other Shareholders 大連永力石油化工 有限公司 (Dalian Yongli Petrochemical Ltd.*) Beneficial owner Public Shareholders Beneficial owner Total	As at the date of this announcement No. of Shares (Shares) Approximate percentage of total issued Shares (%) (Note 11) 23,600,000 6.52 181,194,306 50.07 23,600,000 6.52 181,194,306 50.07 23,600,000 6.52 181,194,306 50.07 23,600,000 6.52 593,167 0.16 60,000,000 16.58 92,254,507 25.49 361,886,520 100.00	Immediately upon completion of the subscription of new Shares by both Dalian Yongli and Jixing No. of Shares (Shares) Approximate percentage of total issued Shares (%) (Note 11) 33,600,000 7.78 181,194,306 41.95 33,600,000 7.78 181,194,306 41.95 33,600,000 7.78 181,194,306 41.95 33,600,000 7.78 593,167 0.14 120,000,000 27.79 92,254,507 21.36 431,886,520 100.00	Immediately upon completion of the subscription of new Shares by both Dalian Yongli and Jixing No. of Shares (Shares) Approximate percentage of total issued Shares (%) (Note 11) 33,600,000 7.78 181,194,306 41.95 33,600,000 7.78 181,194,306 41.95 33,600,000 7.78 181,194,306 41.95 33,600,000 7.78 593,167 0.14 120,000,000 27.79 92,254,507 21.36 431,886,520 100.00
			100.00

Notes:

1. Aspen Investment Holdings Ltd. (‘‘Aspen’’) holds 181,194,306 Shares and is owned as to approximately 41.09% by Ji Lin Hong Yuan Trade Group Limited (‘‘JLHY’’), 39.69% by 1648557 Alberta Ltd. (‘‘164 Co’’), and 19.22% by 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

– 12 –

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.

1. JLHY is held as to 60% by Mr. Jing and 40% by Mr. Guang Jing, 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.

2. 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.

3. 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.

4. 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.

5. 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, which in aggregate represent approximately 61.90% of the total number of the issued common shares of the Company.

6. 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.

7. Jixing Gas Holdings Limited is owned as to 100% by Changchun City Jixing Gas Service for Auto Co. Ltd. which is owned as to 66.70% and 33.30% by Mr. Yongtan Liu (‘‘Mr. Liu’’) and Ms. Zhang Lijun (‘‘Ms. Zhang’’), respectively. Changchun City Jixing Gas Service for Auto Co. Ltd. also has an interest in 181,194,306 Shares as security interests.

8. Ms. Zhang is the spouse of Mr. Liu. Accordingly, Ms. Zhang is deemed, or taken to be, interested in the Shares which Mr. Liu is interested in for the purposes of the SFO.

9. Mr. Pingzai Wang (‘‘Mr. Wang’’) holds 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.

10. 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%.

– 13 –

GENERAL

The SGM will be held to consider and, if thought fit, pass the resolution(s) to approve the Subscription Agreements, the transactions contemplated thereunder and the grant of the Specific Mandate for the allotment and issue of the Subscription Shares. The voting at the SGM will be conducted by way of a poll whereby the Subscribers and their respective associates shall abstain from voting on the relevant resolution(s) to be proposed at the SGM to approve the Subscription Agreements, the transactions contemplated thereunder and the grant of the Specific Mandate for the allotment and issue of the Subscription Shares.

The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Shareholders on the terms of the Subscriptions. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

A circular containing, among other things, (i) details of the Subscription Agreements; (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders in relation to the Subscription Agreements; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Subscription Agreements, is expected to be despatched by the Company to the Shareholders on or before 9 August 2021.

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

DEFINITIONS

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

• ‘‘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’’

• ‘‘Board’’

• the board of the Directors

• ‘‘CCJGSA’’ 長春市吉星車用氣有限公司 (Changchun City Jixing Gas Service for Auto Co. Ltd.*), a company incorporated under the laws of the PRC and owned as to 66.70% and 33.30% by Mr. Liu and Ms. Zhang Lijun (Mr. Liu’s spouse), respectively

– 14 –

• ‘‘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

• ‘‘Completion’’ completion of the subscription of new Shares under the Jixing Subscription Agreement

• ‘‘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 the Dalian Yongli Subscription Shares by Dalian Yongli pursuant to the Dalian Yongli Subscription Agreement (as amended and supplemented by the Amended and Restated Dalian Yongli Subscription Agreement)

• ‘‘Dalian Yongli Subscription the subscription agreement dated 8 July 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

• ‘‘Dalian Yongli Subscription a total of 60,000,000 new Shares to be allotted and issued by the Shares’’ Company to Dalian Yongli pursuant to the terms and conditions of the Dalian Yongli Subscription Agreement (as amended and supplemented by the Amended and Restated Dalian Yongli Subscription Agreement)

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

• ‘‘Independent Board the independent committee of the Board, comprising Mr. Richard Dale Committee’’ Orman, Mr. Peter David Robertson and Mr. Larry Grant Smith, being the independent non-executive Directors, established to advise the Independent Shareholders in respect of the Dalian Yongli Subscription Agreement (as amended and supplemented by the Amended and Restated Dalian Yongli Subscription Agreement) and the Jixing Subscription Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate)

– 15 –

• ‘‘Independent Shareholders’’ the Shareholders of the Company, other than the Subscribers and their respective associates who are required to abstain from voting at the SGM to be convened to approve the Dalian Yongli Subscription Agreement (as amended and supplemented by the Amended and Restated Dalian Yongli Subscription Agreement) and the Jixing Subscription Agreement (as the case may be) and the transactions contemplated thereunder

• ‘‘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 the Jixing Subscription 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 subscription of a total of 10,000,000 new Shares

• ‘‘Jixing Subscription Shares’’ a total of 10,000,000 new Shares to be allotted and issued by the Company to Jixing pursuant to the terms and conditions of the Jixing Subscription Agreement

• ‘‘Last Trading Day’’ 19 July 2021, being the last full trading day for the Shares immediately prior to the entering into of the Jixing 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, as amended, supplemented or as otherwise modified from time to time

• ‘‘Mr. Liu’’ Mr. Liu Yongtan, an executive Director and chairman of the Board

• ‘‘Payment Notice’’ an irrevocable notice from Dalian Yongli notifying the Company that it will make payment for the second tranche of 40,000,000 Shares in full

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

– 16 –

• ‘‘SGM’’ the special meeting of the Shareholders to be held and convened to consider and approve the Jixing Subscription and the Specific Mandate

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

• ‘‘Specific Mandate’’ the specific mandate to be sought at the SGM to allot and issue the Jixing Subscription Shares to Jixing as contemplated under the Jixing Subscription Agreement

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

• ‘‘Subscribers’’ Dalian Yongli and Jixing

• ‘‘Subscriptions’’ the subscriptions for the Subscription Shares by the Subscribers pursuant to the Subscription Agreements

• ‘‘Subscription Agreements’’ the Dalian Yongli Subscription Agreement (as amended and supplemented by Amended and Restated Dalian Yongli Subscription Agreement) and the Jixing Subscription Agreement

• ‘‘Subscription Shares’’ a total of 70,000,000 new Shares to be allotted and issued by the Company to the Subscribers pursuant to the terms and conditions of the Subscription Agreements

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

• ‘‘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, 21 July, 2021 Hong Kong, 21 July, 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

– 17 –