Persistence Gold Group Ltd — Capital/Financing Update 2009

Jun 15, 2009

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares.

APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104) (Warrant Code: 324)

PLACING OF NEW SHARES

PLACING AGENT

On 15 June 2009 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement whereby the Company has conditionally agreed to place, through the Placing Agent and on a fully underwritten basis, 900,000,000 Placing Shares to independent investors at a price of HK$0.5 per Placing Share.

The 900,000,000 Placing Shares under the Placing represent (i) approximately 19.03% of the existing issued share capital of the Company of 4,728,739,055 Shares; (ii) approximately 15.99% of the Company’s issued share capital of 5,628,739,055 Shares as enlarged by the Placing (assuming no outstanding Warrants are exercised on or before Completion); and (iii) approximately 15.46% of the Company’s issued share capital of 5,822,437,505 Shares as enlarged by the Placing (assuming all outstanding Warrants are exercised on or before Completion).

• For identification purpose only

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The estimated net proceeds of approximately 440.5 million from the Placing is intended to be used for reduction of borrowings and for general working capital of the Group and/or for investment when opportunities arise. The net proceeds raised per Share upon the Completion of the Placing will be approximately HK$0.489 per Placing Share.

The Placing is conditional upon, among other things, the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Placing Shares under the Placing.

Completion of the Placing is subject to the satisfaction of the conditions precedent in the Placing Agreement.

As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares and Warrants.

THE PLACING AGREEMENT

Date

15 June 2009 (after trading hours)

Issuer

The Company

Placing Agent

The Placing Agent has conditionally agreed to place 900,000,000 Placing Shares on a fully underwritten basis and will receive a placing commission of 2% on the aggregate Placing Prices of such Placing Shares placed by the Placing Agent under the Placing Agreement. The placing commission was determined by reference to the range of market norms for commissions for this type of transaction. The Directors are of the view that the placing commission is fair and reasonable. The Placing Agent and its ultimate beneficial owners are independent of and not connected persons (as defined in the Listing Rules) of the Company and its connected persons (as defined in Listing Rules).

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Placees

The Placing Agent agreed to place the Placing Shares on a fully underwritten basis, to not fewer than six Placees who and whose ultimate beneficial owners will not be connected persons (as defined in the Listing Rules) of the Company and will be independent of and will not be connected with the Company and its connected persons (as defined in the Listing Rules).

Placing Shares

The 900,000,000 Placing Shares under the Placing represent (i) approximately 19.03% of the existing issued share capital of the Company of 4,728,739,055 Shares; and (ii) approximately 15.99% of the Company’s issued share capital of 5,628,739,055 Shares as enlarged by the Placing (assuming no outstanding Warrants are exercised on or before Completion); and (iii) approximately 15.46% of the Company’s issued share capital of 5,822,437,505 Shares as enlarged by the Placing (assuming all outstanding Warrants are exercised on or before Completion).

Ranking of Placing Shares

The Placing Shares under the Placing will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Share.

Placing Price

The Placing Price of HK$0.5 represents:

• (i) a discount of approximately 12.28% to the closing price of HK$0.57 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 14.68% to the average closing price per Share of HK$0.586 in the last five consecutive trading days up to and including the Last Trading Day; and

• (iii) a discount of approximately 14.53% to the average closing price per Share of HK$0.585 in the last ten consecutive trading days up to and including the Last Trading Day.

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The Placing Price was determined with reference to the prevailing market price of the Shares and was negotiated on an arm’s length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

General Mandate

The Placing Shares will be alloted and issued under the General Mandate to allot, issue and deal with Shares granted to the Directors by resolution of the Shareholders passed at the annual general meeting held on 5 June 2009 subject to the limit up to 20% of the then issued share capital of the Company as at the date of the annual general meeting. Under the General Mandate, the Company is authorised to issue up to 945,747,811 Shares. Up to the date of this announcement, no new Shares have been issued under the General Mandate. Upon Completion of the Placing, 900,000,000 Shares will be issued under the General Mandate and the balance of 45,747,811 Shares will remain outstanding under the General Mandate. The Placing and the issue of the Placing Shares are not subject to Shareholders’ approval.

Conditions of the Placing

Completion of the Placing is conditional upon:

• (a) the Listing Committee of the Stock Exchange granting or agreeing to grant listing of and permission to deal in all of the Placing Shares; and

• (b) the Bermuda Monetary Authority granting permission (if necessary) for the issue of, inter alia, the Placing Shares and the subsequent transfer of the same to and between persons regarded as non-residents of Bermuda for exchange control purposes for so long as the Placing Shares are listed on the Stock Exchange.

Termination

The Placing Agent shall be entitled by notice to the Company given prior to 12:00 noon on the day immediately preceding the date of Completion of the Placing Agreement to terminate the Placing Agreement if:–

• (i) any of the undertakings, warranties or representations contained in the Placing Agreement becomes untrue or incorrect in any material respect; or

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• (ii) if in the reasonable opinion of the Placing Agent would be materially and adversely affected by:–

• (a) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Placing Agent materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (b) the occurrence of any local, national or international event or change, whether or not forming part of series of events or changes occurring or continuing before, and/ or after the date hereof of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (c) there is any material adverse change in the business or in the financial or trading position of the Group as a whole; or

• (d) any suspension in the trading of the Company’s shares on the Stock Exchange for more than seven (7) consecutive trading days other than in relation to the Placing; or

• (iii) any change in market conditions (including without limitation suspension or material restriction of trading in securities) occurs which in the reasonable opinion of the Placing Agent makes it inexpedient or inadvisable to proceed with the Placing.

If notice is given by the Placing Agent to terminate the Placing Agreement, the Placing Agreement shall terminate and be of no further effect and no party shall be under any liability to any other in respect of the Placing Agreement, except that the Company shall remain liable for the payment of all costs and expenses already incurred or incurred in consequence of such termination.

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Completion of the Placing

Subject to satisfaction of the conditions precedent in the Placing Agreement, Completion of the Placing will take place by no later than 29 June 2009.

Completion of the Placing is subject to the satisfaction of the conditions precedent in the Placing Agreement.

As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares and Warrants.

OTHER INFORMATION ON THE PLACING

Reasons for the Placing

In view of the current market conditions, the Directors consider that the Placing represents an opportunity to raise long term fundings for the Company to strengthen its capital base. The Directors consider that the Placing is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Use of proceeds

The gross proceeds from the Placing will be approximately HK$450 million and the estimated net proceeds (after deducting the placing commission, legal fees and publication fees payable by the Company) will be approximately HK$440.5 million which is intended to be used for reduction of borrowings and for general working capital of the Group and/or for investment when opportunities arise. The net proceeds raised per Share upon the Completion of the Placing will be approximately HK$0.489 per Placing Share. The aggregate nominal Placing Price for each Placing Share is HK$0.5.

Fund raising activities in the past twelve months

The Company has not conducted any fund raising activities in the past twelve months before the date of this announcement.

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Effects on shareholding structure

The changes of the shareholding structure of the Company immediately before and after Completion of the Placing are set out below:

Shougang Holding (Hong Kong) Limited COL Capital Limited Public Shareholders Placees Total:	As at the date of this announcement No. of Shares % 896,000,000 18.95 614,680,000 13.00 3,218,059,055 68.05 – – 4,728,739,055 100.00	Upon Completion of the Placing (assuming no outstanding Warrants are exercised on or before Completion) No. of Shares % 896,000,000 15.92 614,680,000 10.92 3,218,059,055 57.17 900,000,000 15.99 5,628,739,055 100.00	Upon Completion of the Placing (assuming all outstanding Warrants are exercised on or before Completion) No. of Shares % 956,000,000 16.42 619,680,000 10.64 3,346,757,505 57.48 900,000,000 15.46 5,822,437,505 100.00	Upon Completion of the Placing (assuming all outstanding Warrants are exercised on or before Completion) No. of Shares % 956,000,000 16.42 619,680,000 10.64 3,346,757,505 57.48 900,000,000 15.46 5,822,437,505 100.00
				100.00

GENERAL

The Company is a company incorporated in Bermuda with limited liability. Its securities are listed on the Main Board of the Stock Exchange.

The Group is principally engaged in (a) trading in base metals and commodities trading portfolio primarily focused on natural resources and related sectors and (b) trading and investment of listed securities in the resources and related industries.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

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DEFINITIONS

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

“associates” has the meaning given to that term in the Listing Rules “Board” the board of Directors “Company” APAC Resources Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange “Completion” completion of the Placing “connected person(s)” has the meaning given to that term in the Listing Rules “Director(s)” director(s) of the Company “General Mandate” the general mandate granted to the Directors by the Shareholders at the annual general meeting held on 5 June 2009, among other things, to allot, issue and deal with up to 20% of the then issued share capital of the Company as at the date of the annual general meeting “Group” the Company and its subsidiaries “Hong Kong” Hong Kong Special Administrative Region of the PRC “Last Trading Day” 15 June 2009, being the last full trading day for the Shares before the date of this announcement “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

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“Placee(s)”	any individual(s), institutional or other professional
	investor(s) or any of their respective subsidiaries or
	associates procured by the Placing Agent to subscribe for
	any of the Placing Shares pursuant to the Placing Agent’s
	obligations under the Placing Agreement
“Placing”	placing of 900,000,000 new Shares pursuant to the terms
	of the Placing Agreement
“Placing Agent”	Sun Hung Kai Investment Services Limited, a licensed
	corporation to carry on type 1 (dealing in securities) and
	type 4 (advising on securities) regulated activities under
	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Placing Agreement”	the conditional placing agreement dated 15th June, 2009
	and entered between the Company and the Placing Agent
	in relation to the Placing
“Placing Price”	HK$0.5 per Placing Share
“Placing Shares”	900,000,000 new Shares to be placed under the Placing
“PRC”	the People’s Republic of China
“Share(s)”	ordinary share(s) of HK$0.10 in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Warrants”	a total of 193,698,450 outstanding warrants entitling
	holders thereof to subscribe for 193,698,450 Shares that
	are exercisable during the relevant subscription period in
	accordance with the terms of the instrument constituting
	the warrants approved by Shareholders on 4 January 2007

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“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“%”

per cent.

By Order of the Board APAC Resources Limited Cao Zhong Chairman

Hong Kong, 15 June 2009

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

Executive Directors: Mr. Cao Zhong (Chairman), Mr. Liu Yongshun (Chief Executive Officer), Mr. Zhou Luyong (Deputy Chief Executive Officer), Ms. Chong Sok Un, Mr. Chen Zhaoqiang and Mr. Yue Jialin

Independent Non-executive Directors: Mr. Wong Wing Kuen, Albert, Mr. Chang Chu Fai, Johnson Francis, Mr. Alan Stephen Jones and Mr. Robert Moyse Willcocks

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