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Persistence Gold Group Ltd Capital/Financing Update 2007

Jan 31, 2007

50623_rns_2007-01-31_bd766e5f-8331-4d89-99aa-9bc6e3875d63.pdf

Capital/Financing Update

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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

*APAC RESOURCES LIMITED ( )

(Incorporated in Bermuda with limited liability)

(Stock code: 1104)

RESULTS OF THE RIGHTS ISSUE AND THE BONUS WARRANTS ISSUE AND THE WARRANT CODE FOR THE BONUS WARRANTS

The Board is pleased to announce that the Rights Issue has become unconditional at 5:00 p.m. on Thursday, 25 January 2007.

As at 4:00 p.m. on Monday, 22 January 2007, being the latest time for acceptance of and payment for Rights Shares and application for excess Rights Shares, a total of 826 valid acceptances of provisional allotment of Rights Shares have been received for a total of 1,229,928,832 Rights Shares, representing approximately 97.69% of the total number of the Rights Shares available for subscription under the Rights Issue, and a total of 949 valid applications for excess Rights Shares have been received for a total of 855,720,344 Rights Shares, representing approximately 29.44 times of the total number of excess Rights Shares available for subscription under the Rights Issue. Accordingly, a total of 1,775 valid applications of 2,085,649,176 Rights Shares have been received. In aggregate, they represent approximately 1.66 times of the total number of 1,259,000,000 Rights Shares offered under the Rights Issue.

As a result of the Rights Issue, a total of 251,800,000 Bonus Warrants will be allotted and issued, in which 251,799,554 Bonus Warrants will be issued to those persons who have validly accepted and paid for the Rights Shares on the basis of one Bonus Warrant for every five Rights Shares, and 446 Bonus Warrants being the fractional entitlements to the Company which will be aggregated and sold for the benefit of the Company. The Bonus Warrants will be exercisable for a period of three years commencing on 5 February 2007 to 4 February 2010.

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The share certificates for all fully-paid Rights Shares and the warrant certificates for Bonus Warrants are expected to be posted to the Qualifying Shareholders who have accepted and applied for (where appropriate) and paid for the Rights Shares by ordinary post at their respective addresses (as shown on the register of members of the Company) on or before Thursday, 1 February 2007 at their own risks. Refund cheques in respect of the wholly or partially unsuccessful applications for excess Rights Shares are expected to be posted by ordinary post to the relevant unsuccessful applicants at their respective addresses (as shown on the register of members of the Company) by Thursday, 1 February 2007 at their own risks.

Dealings in the Rights Shares and the Bonus Warrants are expected to commence at 9:30 a.m. on Monday, 5 February 2007.

The trading name of the Bonus Warrants which are expected to be listed on 5 February 2007 on the Stock Exchange will be “APAC RES W1002” in English and “ 1002” in Chinese respectively. The warrant code of the Bonus Warrants will be “324”.

Reference is made to the prospectus dated 4 January 2007 issued by the Company (the “Prospectus”). Terms used in the Prospectus have the same meanings when used in this announcement.

RESULTS OF THE RIGHTS ISSUE AND THE BONUS WARRANTS ISSUE

The Board is pleased to announce that the Rights Issue has become unconditional at 5:00 p.m. on Thursday, 25 January 2007.

As at 4:00 p.m. on Monday, 22 January 2007, being the latest time for acceptance of and payment for Rights Shares and application for excess Rights Shares, a total of 826 valid acceptances of provisional allotment of Rights Shares have been received for a total of 1,229,928,832 Rights Shares, representing approximately 97.69% of the total number of the Rights Shares available for subscription under the Rights Issue, and a total of 949 valid applications for excess Rights Shares have been received for a total of 855,720,344 Rights Shares, representing approximately 29.44 times of the total number of excess Rights Shares available for subscription under the Rights Issue. Accordingly, a total of 1,775 valid applications of 2,085,649,176 Rights Shares have been received. In aggregate, they represent approximately 1.66 times of the total number of 1,259,000,000 Rights Shares offered under the Rights Issue.

As a result of the over-subscription of the Rights Shares, the Underwriter’s obligations in respect of the subscription or procurement of the subscription of the Rights Shares not taken up and other related obligations arising thereto under the Underwriting Agreement have been discharged.

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Excess Application

Of the 29,071,168 Rights Shares available for application by way of excess application, the Directors have resolved to allocate those Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders in the following manner:

ExUp20 Approximate Approximate Approximate Approximate
percenalloc**based ** tage ofation on the
cess Rights Sharesapplied forNumber ofvalidapplicationsTotal numberof RightsShares allottedtotal nof e**Rights **appliethis ca to 19,9992164,269,49910,000 or above73324,801,6692.9 umberxcess Sharesd for integoryAllotmbasis0%In full1%Odd lo ent
t in full
plusapprox
imately
2.24% remainexcess Shares on
ng Rights applied
e Directors consider that the allocation of the excess Right s Shares is on a fair and

The Directors consider that the allocation of the excess Rights Shares is on a fair and equitable basis.

Bonus Warrants Issue

As a result of the Rights Issue, a total of 251,800,000 Bonus Warrants will be allotted and issued, in which 251,799,554 Bonus Warrants will be issued to those persons who have validly accepted and paid for the Rights Shares on the basis of one Bonus Warrant for every five Rights Shares, and 446 Bonus Warrants being the fractional entitlements to the Company which will be aggregated and sold for the benefit of the Company. The Bonus Warrants will be exercisable for a period of three years commencing on 5 February 2007 to 4 February 2010.

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Changes in shareholding structure of the Company

The following is a table showing the changes in shareholding structure of the Company immediately before and after the completion of the Rights Issue and the Bonus Warrants are exercised in full:

ShareholdersProfit HarbourShougangExisting public ShareholdersUnderwriterTotal ShareholdersProfit HarbourShougangExisting public ShareholdersUnderwriterTotal Immediately beforethe completion of theRights IssueNumberShare- Immediately beforethe completion of theRights IssueNumberShare- Immediately after thecompletion of theRights IssueNumberShare- Immediately after thecompletion of theRights IssueNumberShare- Immediately after thecompletion of theRights Issue and theBonus Warrants areexercised in fullNumberShare- Immediately after thecompletion of theRights Issue and theBonus Warrants areexercised in fullNumberShare- Immediately after thecompletion of theRights Issue and theBonus Warrants areexercised in fullNumberShare- Immediately after thecompletion of theRights Issue and theBonus Warrants areexercised in fullNumberShare-
of Shares holding(%) of Shares holding(%) of Share
s holding(%)
bourublic Shareholderser 596,699,801300,000,000362,300,199—1,259,000,000 47.39%23.83%28.78%—100% 1,193,399,602600,000,000724,600,398—2,518,000,000 47.39%23.83%28.78%—100% 1,312,739,56660,000,00797,060,43 208—0 47.39%23.83%
28.78%—
2,769,800,00 100%
h of certificates for Rights Shares and the Bonus Warrants andcement of dealings in the Rights Shares in fully-paid form and the Bts

Despatch of certificates for Rights Shares and the Bonus Warrants and commencement of dealings in the Rights Shares in fully-paid form and the Bonus Warrants

The share certificates for all fully-paid Rights Shares and the warrant certificates for Bonus Warrants are expected to be posted to the Qualifying Shareholders who have accepted and applied for (where appropriate) and paid for the Rights Shares by ordinary post at their respective addresses (as shown on the register of members of the Company) on or before Thursday, 1 February 2007 at their own risks. Refund cheques in respect of the wholly or partially unsuccessful applications for excess Rights Shares are expected to be posted by ordinary post to the relevant unsuccessful applicants at their respective addresses (as shown on the register of members of the Company) by Thursday, 1 February 2007 at their own risks.

Dealings in the Rights Shares and the Bonus Warrants are expected to commence at 9:30 a.m. on Monday, 5 February 2007.

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THE WARRANT CODE FOR THE BONUS WARRANTS

The trading name of the Bonus Warrants which are expected to be listed on 5 February 2007 on the Stock Exchange will be “APAC RES W1002” in English and “ 1002” in Chinese respectively. The warrant code of the Bonus Warrants will be “324”.

By order of the Board of APAC RESOURCES LIMITED Yue Jialin Chairman

Hong Kong, 31 January 2007

As at the date of this announcement, the board of Directors comprises Mr. Yue Jialin (Chairman), Mr. Lau Yau Cheung (Chief Executive Officer), Mr. Michael Joseph Bogue being the executive Directors and Mr. Wong Wing Kuen, Albert, Mr. Tsui Robert Che Kwong and Mr. Yang Weiming being the independent non-executive Directors.

  • For identification purpose only

Please also refer to the published version of this announcement in The Standard.

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