NOIZ Group Ltd. — Share Issue/Capital Change 2012

May 30, 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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MERDEKA RESOURCES HOLDINGS LIMITED

( 萬德資源集團有限公司[*] ) ( Incorporated in the Cayman Islands with limited liability) (Stock Code: 8163)

GRANT OF SHARE OPTIONS

This announcement is made by the Company pursuant to rule 23.06A of the GEM Listing Rules.

On 30 May 2012, the Board has resolved to grant a total of 83,500,000 Share Options to the Grantees, subject to acceptance by the Grantees, under the Share Option Scheme.

Each Share Option shall entitle the holder thereof to subscribe for one ordinary Share upon exercise of such Share Option at the Exercise Price.

This announcement is made pursuant to Rule 23.06A of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”)(the “GEM Listing Rules”).

The board of directors (the “Board”) of Merdeka Resources Holdings Limited (the “Company”) announces that the Board has resolved on 30 May 2012 to grant a total of 83,500,000 share options (the “Share Option(s)”) to eligible participants (the “Grantee(s)”) to subscribe for ordinary shares of HK$0.01 each (the “Shares(s)”) in the share capital of the Company, subject to acceptance of the Grantees, under the share option scheme adopted by the Company on 3 May 2012 (the “Share Option Scheme”). The following are the details of the Share Options granted:

* for identification purposes only

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Date of grant : 30 May 2012 Exercise price of the : HK$0.017 per Share, which represents the highest of (i) the Share Options granted closing price of the Share on the date of grant; (ii) the (the “Exercise Price”) average closing price of the Share for 5 trading days immediately preceding the date of grant; and (iii) the nominal value of the Shares Number of the Share : 83,500,000 Share Options Options granted Closing price of the : HK$0.017 per Share Shares on the date of grant Validity period of the : 30 May 2012 to 29 May 2022 Share Option Consideration for the : HK$1.00 to be paid by each Grantee upon acceptance of the grant Share Options granted

Each Share Option shall entitle the holder thereof to subscribe for one ordinary Share upon exercise of such Share Option at the Exercise Price.

Of the total of 83,500,000 Share Options granted, 70,500,000 Share Options were granted to the following directors of the Company:

		Number of the Share
Name of the Grantee	Capacity	Options Granted
Mr. Ma Hang Kon, Louis	Chairman,	60,000,000
(“Mr. Ma”)	Chief Executive Officer and
	Executive Director
Mr. Lam Kin Kau, Mark	Independent Non-Executive Director	3,500,000
(“Mr. Lam”)
Mr. Fung Hoi Wing, Henry	Independent Non-Executive Director	3,500,000
(“Mr. Fung”)
Mr. Lau Ho Wai, Lucas	Independent Non-Executive Director	3,500,000
(“Mr. Lau”)

As at the date of this announcement, Mr. Ma held 9,800,000 Shares representing 0.14% of the Shares in issue, and thus, the total number of Shares issued and to be issued upon exercise of

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the Share Options granted to Mr. Ma (including both exercised and outstanding options) in any 12-month period does not exceed 1 per cent of the Shares of the Company in issue.

As at the date of this announcement, Mr. Fung holds 550,000 Shares representing 0.01% of the Shares of the Company in issue and Mr. Lam and Mr. Lau do not respectively hold any Shares of the Company. The total number of Shares issued and to be issued upon exercise of the Share Options granted to Mr. Lam, Mr. Fung and Mr. Lau respectively (including exercised, cancelled and outstanding Share Options) in any 12-month period does not exceeds 0.1 per cent of the Shares in issue and is not having an aggregate value, based on the closing price of the Shares at the date of grant, in excess of HK$5 million.

Pursuant to the GEM Listing Rules and the terms of the Share Option Scheme, on 30 May 2012, the grant of the Share Options to Mr. Ma was considered and approved by all the three Independent Non-Executive Directors of the Company; the grant of the Share Options to Mr. Lam was separately considered and approved by Mr. Fung and Mr. Lau; the grant of the Share Options to Mr. Fung was separately considered and approved by Mr. Lam and Mr. Lau; and the grant of the Share Options to Mr. Lau was separately considered and approved by Mr. Lam and Mr. Fung.

Save as disclosed above, none of the Grantees is a director, chief executive or substantial shareholder of the Company, or any of their respective associates (as defined under the GEM Listing Rules) as at the date hereof.

By Order of the Board of MERDEKA RESOURCES HOLDINGS LIMITED Ma Hang Kon, Louis Chairman and Chief Executive Officer

Hong Kong, 30 May 2012

As at the date of this announcement, the Directors are:

Executive Directors: Mr. Ma Hang Kon, Louis (Chairman and Chief Executive Officer) Mr. Lai Wing Hung

Independent Non-executive Directors:

Mr. Lam Kin Kau, Mark Mr. Fung Hoi Wing, Henry Mr. Lau Ho Wai, Lucas

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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 GEM website at http://www.hkgem.com on the “Latest Listed Company Information” page for at least seven days from the day of its publication and posting and will be published and remains on the websites of the Company at http://www.merdeka.com.hk and http://www.irasia.com/listco/hk/merdeka.

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