Persistence Gold Group Ltd — Capital/Financing Update 2010

May 4, 2010

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.

APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Listing Rules.

The Board announces that on 4 May 2010, the Company proposed to grant, pursuant to the Share Option Scheme, a total of 567,000,000 Share Options to the Grantees to subscribe for a total of 567,000,000 Shares at the Exercise Price. The grant of the Directors’ Options under the Share Options to Ms. Chong, Executive Director, Chairman and substantial Shareholder, and Mr. Ferguson, Executive Director and Chief Executive Officer, which, if exercised, would represent approximately 5.78% of the issued share capital of the Company as at the date of this announcement and approximately 5.34% of the issued share capital of the Company as enlarged by the exercise of the Share Options.

The grant of the Directors’ Options and Specific Mandate are subject to the approval of the Independent Shareholders at the AGM in accordance with the requirements of the Listing Rules.

An Independent Board Committee has been established to make a recommendation to the Independent Shareholders in respect of the grant of the Directors’ Options and Specific Mandate. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the grant of the Directors’ Options and Specific Mandate.

• For identification purpose only

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A circular containing, among other things, further information in relation to the grant of the Directors’ Options and Specific Mandate together with the recommendation of the Independent Board Committee to the Independent Shareholders in respect of the grant of the Directors’ Options and Specific mandate and a notice to convene the AGM to approve, among other things, the grant of the Directors’ Options and Specific Mandate will be despatched to the Shareholders as soon as possible in accordance with the requirements of the Listing Rules.

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Listing Rules.

The board of directors (the “ Board ”) of APAC Resources Limited (the “ Company ”) announces that on 4 May 2010, the Company proposed to grant, pursuant to the Share Option Scheme, a total of 567,000,000 Share Options to the Grantees to subscribe for a total of 567,000,000 Shares at the Exercise Price.

Details of the Share Options granted to Directors and other Grantees of the Company are as follows:–

Name of Grantee Capacity Ms. Chong Executive Director, Chairman and substantial Shareholder Subtotal

No. of Share Options Exercisable Period Exercise Criteria 52,500,000 7 July 2010 to 6 July 2013 (both dates inclusive) 1. Exercisable only if the closing price of the Shares has reached HK$1.20 or above per Share during the period from 7 July 2010 to 6 July 2011 (both dates inclusive) and will lapse if the Share price does not hit HK$1.20 or above during such period. 52,500,000 7 July 2011 to 6 July 2013 (both dates inclusive) 2. Exercisable only if the closing price of the Shares has reached HK$1.60 or above per Share during the period from 7 July 2011 to 6 July 2012 (both dates inclusive) and will lapse if the Share price does not hit HK$1.60 or above during such period. 45,000,000 7 July 2012 to 6 July 2013 (both dates inclusive) 3. Exercisable only if the closing price of the Shares has reached HK$2.00 or above per Share during the period from 7 July 2012 to 6 July 2013 (both dates inclusive) and will lapse if the Share price does not hit HK$2.00 or above during such period. 150,000,000

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Name of Grantee Capacity Mr. Ferguson Executive Director and Chief Executive Officer Subtotal Mr. Peter Anthony Curry Executive Director and Chief Financial Officer Subtotal

No. of Share Options Exercisable Period Exercise Criteria 87,500,000 7 July 2010 to 6 July 2013 (both dates inclusive) 1. Exercisable only if the closing price of the Shares has reached HK$1.20 or above per Share during the period from 7 July 2010 to 6 July 2011 (both dates inclusive) and will lapse if the Share price does not hit HK$1.20 or above during such period. 87,500,000 7 July 2011 to 6 July 2013 (both dates inclusive) 2. Exercisable only if the closing price of the Shares has reached HK$1.60 or above per Share during the period from 7 July 2011 to 6 July 2012 (both dates inclusive) and will lapse if the Share price does not hit HK$1.60 or above during such period. 75,000,000 7 July 2012 to 6 July 2013 (both dates inclusive) 3. Exercisable only if the closing price of the Shares has reached HK$2.00 or above per Share during the period from 7 July 2012 to 6 July 2013 (both dates inclusive) and will lapse if the Share price does not hit HK$2.00 or above during such period. 250,000,000 21,000,000 7 July 2010 to 6 July 2013 (both dates inclusive) 1. Exercisable only if the closing price of the Shares has reached HK$1.20 or above per Share during the period from 7 July 2010 to 6 July 2011 (both dates inclusive) and will lapse if the Share price does not hit HK$1.20 or above during such period. 21,000,000 7 July 2011 to 6 July 2013 (both dates inclusive) 2. Exercisable only if the closing price of the Shares has reached HK$1.60 or above per Share during the period from 7 July 2011 to 6 July 2012 (both dates inclusive) and will lapse if the Share price does not hit HK$1.60 or above during such period. 18,000,000 7 July 2012 to 6 July 2013 (both dates inclusive) 3. Exercisable only if the closing price of the Shares has reached HK$2.00 or above per Share during the period from 7 July 2012 to 6 July 2013 (both dates inclusive) and will lapse, if the Share price does not hit HK$2.00 or above during such period. 60,000,000

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Name of Grantee Capacity Mr. Kong Muk Yin Executive Director Subtotal Mr. Yue Jialin Executive Director Mr. So Kwok Hoo Non-executive Director Mr. Liu Yongshun Non-executive Director

No. of Share Options Exercisable Period Exercise Criteria 10,000,000 7 July 2010 to 6 July 2013 (both dates inclusive) 1. Exercisable only if the closing price of the Shares has reached HK$1.20 or above per Share during the period from 7 July 2010 to 6 July 2011 (both dates inclusive) and will lapse if the Share price does not hit HK$1.20 or above during such period. 5,000,000 7 July 2011 to 6 July 2013 (both dates inclusive) 2. Exercisable only if the closing price of the Shares has reached HK$1.60 or above per Share during the period from 7 July 2011 to 6 July 2012 (both dates inclusive) and will lapse if the Share price does not hit HK$1.60 or above during such period. 5,000,000 7 July 2012 to 6 July 2013 (both dates inclusive) 3. Exercisable only if the closing price of the Shares has reached HK$2.00 or above per Share during the period from 7 July 2012 to 6 July 2013 (both dates inclusive) and will lapse if not the Share price does not hit HK$2.00 or above during such period. 20,000,000 2,000,000 7 July 2010 to 6 July 2013 (both dates inclusive) Exercisable only if the closing price of the Shares has reached HK$1.20 or above per Share at any time between 7 July 2010 and 6 July 2013 (both dates inclusive) and will lapse if the Share price does not hit HK$1.20 or above during such period. 2,000,000 7 July 2010 to 6 July 2013 (both dates inclusive) Exercisable only if the closing price of the Shares has reached HK$1.20 or above per Share at any time between 7 July 2010 and 6 July 2013 (both dates inclusive) and will lapse if the Share price does not hit HK$1.20 or above during such period. 2,000,000 7 July 2010 to 6 July 2013 (both dates inclusive) Exercisable only if the closing price of the Shares has reached HK$1.20 or above per Share at any time between 7 July 2010 and 6 July 2013 (both dates inclusive) and will lapse if the Share price does not hit HK$1.20 or above during such period.

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Name of Grantee Capacity Mr. Wong Wing Kuen, Albert Independent non-executive Director Mr. Chang Chu Fai, Johnson Francis Independent non-executive Director Mr. Robert Moyse Willcocks Independent non-executive Director Other Grantees Employees and consultants Subtotal Total

No. of Share Options Exercisable Period Exercise Criteria 2,000,000 7 July 2010 to 6 July 2013 (both dates inclusive) Exercisable only if the closing price of the Shares has reached HK$1.20 or above per Share at any time between 7 July 2010 and 6 July 2013 (both dates inclusive) and will lapse if the Share price does not hit HK$1.20 or above during such period. 2,000,000 7 July 2010 to 6 July 2013 (both dates inclusive) Exercisable only if the closing price of the Shares has reached HK$1.20 or above per Share at any time between 7 July 2010 and 6 July 2013 (both dates inclusive) and will lapse if the Share price does not hit HK$1.20 or above during such period. 2,000,000 7 July 2010 to 6 July 2013 (both dates inclusive) Exercisable only if the closing price of the Shares has reached HK$1.20 or above per Share at any time between 7 July 2010 and 6 July 2013 (both dates inclusive) and will lapse if the Share price does not hit HK$1.20 or above during such period. 29,000,000 7 July 2010 to 6 July 2013 (both dates inclusive) 1. Exercisable only if the closing price of the Shares has reached HK$1.20 or above per Share during the period from 7 July 2010 to 6 July 2011 (both dates inclusive) and will lapse if the Share price does not hit HK$1.20 or above during such period. 29,000,000 7 July 2011 to 6 July 2013 (both dates inclusive) 2. Exercisable only if the closing price of the Shares has reached HK$1.60 or above per Share during the period from 7 July 2011 to 6 July 2012 (both dates inclusive) and will lapse if the Share price does not hit HK$1.60 or above during such period. 17,000,000 7 July 2012 to 6 July 2013 (both dates inclusive) 3. Exercisable only if the closing price of the Shares has reached HK$2.00 or above per Share during the period from 7 July 2012 to 6 July 2013 (both dates inclusive) and will lapse if the Share price does not hit HK$2.00 or above during such period. 75,000,000 567,000,000

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The Exercise Price of HK$1.00 represents a price not less than (i) the closing price of the Shares of HK$0.69 as stated in the daily quotation sheet of the Stock Exchange on 4 May 2010 (i.e. the date of grant); and (ii) a price of HK$0.68, being the average closing prices of the Shares in the daily quotations sheets of the Stock Exchange for the 5 trading days immediately preceding 4 May 2010.

Save as disclosed in this announcement, none of the Grantees is a director, chief executive or substantial shareholder of the Company, nor an associate (as defined in the Listing Rules) of any of them.

Pursuant to Rule 17.04(1) of the Listing Rules, the grant of the share options to each of the executive directors, non-executive directors and independent non-executive Directors has been approved by the independent non-executive Directors (excluding the independent nonexecutive Director who is the grantee of the share options).

The Share Options (other than the Directors’ Options) will be granted under the refreshed general scheme limit approved at the annual general meeting of the Company held on 6 June 2008.

GRANT OF DIRECTORS’ OPTIONS

The grant of the Directors’ Options under the Share Options to subscribe for 150,000,000 and 250,000,000 Shares to Ms. Chong, Executive Director, Chairman and substantial Shareholder, and Mr. Ferguson, Executive Director and Chief Executive Officer, respectively, from the Share Options, which, if exercised, would represent approximately 5.78% of the issued share capital of the Company as at the date of this announcement and approximately 5.34% of the issued share capital of the Company as enlarged by the exercise of the Share Options.

As at the date of this announcement, Ms. Chong was deemed to be interested in: (a) 946,640,000 Shares, representing approximately 13.68% of the existing issued share capital of the Company, and (b) 110,000,000 options previously granted under the Share Option Scheme. Mr. Ferguson was interested in 25,000,000 Shares, representing approximately 0.36% of the existing issued share capital of the Company, and no option has been granted to him under the Share Option Scheme.

REASONS FOR THE GRANT OF DIRECTORS’ OPTIONS

Ms. Chong is an Executive Director, Chairman and substantial Shareholder and has contributed in developing the business of the Group and her ongoing contribution will be an important factor to the future development of the Group. The Directors’ Options to be granted to her will serve as an incentive for her continuing commitment and contribution to the Group in the future.

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Mr. Ferguson is an Executive Director and Chief Executive Officer who is primarily responsible for overall management activities of the Company including business strategy planning and business development. The Directors’ Options to be granted to him will serve as an incentive for his continuing commitment and contribution to the Group in the future.

Pursuant to the Share Option Scheme, the Company had in total granted 333,000,000 options, which has yet to be exercised as at the date of this announcement. Such options, if exercised, represent approximately 4.81% of the issued share capital of the Company as at the date of this announcement. The Company has not adopted any other share options schemes other than the Share Option Scheme and none of the outstanding 333,000,000 options granted under the Share Option Scheme have lapsed or have been cancelled as at the date of this announcement. The total number of outstanding options when aggregated with the Share Options would represent a total of 900,000,000 Shares, representing approximately 13% of the issued share capital of the Company as at the date of this announcement, which is within the 30% limit as required under Note (2) to Rule 17.03(3) of the Listing Rules.

GRANT OF SPECIFIC MANDATE

An ordinary resolution will be proposed to the Independent Shareholders at the AGM to grant the Specific Mandate so as to allow the Directors to grant the Directors’ Options entitling Ms. Chong and Mr. Ferguson to subscribe for, in aggregate up to 400,000,000 Shares, representing approximately 5.78% of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM.

If the Specific Mandate is granted, based on 6,922,127,990 Shares in issue as at the date of this announcement and assuming no further issue or repurchase of Shares prior to the AGM, upon approval of the Specific Mandate by Independent Shareholders at the AGM, the Company will grant the Directors’ Options entitling Ms. Chong and Mr. Ferguson to subscribe for up to a maximum of 400,000,000 Shares, representing approximately 5.78% of the Shares in issue as at the date of the AGM.

LISTING RULES IMPLICATIONS

Pursuant to Rules 17.03(4) of the Listing Rules, any grant of options to each participant in any 12-month period which exceed 1% of the issued share capital of the Company requires Shareholders’ approval in general meeting with such participant and his associates abstaining from voting. Pursuant to Rule 17.04(1) of the Listing Rules, any grant of options to, inter alia, substantial Shareholders or any of its associates exceeding 0.1% of the total number of Shares in issue and having an aggregate value in excess of HK$5 million requires Shareholders’ approval in general meeting. The grant of the Directors’ Options and the Specific Mandate are therefore subject to the approval of the Independent Shareholders at the AGM.

Pursuant to the Listing Rules, Ms. Chong and Mr. Ferguson together with their respective associates will abstain from voting in favour of the resolutions to approve the grant of the Directors’ Options and Specific Mandate at the AGM.

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An Independent Board Committee has been established to make a recommendation to the Independent Shareholders in respect of the grant of the Directors’ Options and the Specific Mandate. Mr. Wong Wing Kuen, Albert, Mr. Chang Chu Fai, Johnson Francis and Mr. Robert Moyse Willcocks, all being independent non-executive Directors, have been appointed by the Board to serve as members of the Independent Board Committee.

An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the grant of the Directors’ Options and Specific Mandate.

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares, which may be issued upon the exercise of the options to be granted under the Specific Mandate.

A circular containing, among other things, further information in relation to the grant of the Directors’ Options and Specific Mandate together with the recommendation of the Independent Board Committee to the Independent Shareholders in respect of the grant of the Directors’ Options and Specific mandate and a notice to convene the AGM to approve, among other things, the grant of the Directors’ Options and Specific Mandate will be despatched to the Shareholders as soon as possible in accordance with the requirements of the Listing Rules.

DEFINITIONS

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

“AGM” an annual general meeting of the Company to be convened to consider and, if thought fit, approve, among other things, the grant of the Directors’ Options and Specific Mandate “Board” board of Directors “Company” APAC Resources Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange “Directors” directors of the Company “Directors’ Options” the options proposed to be granted under the Share Option Scheme to Ms. Chong and Mr. Ferguson to subscribe for 150,000,000 and 250,000,000 Shares, respectively, at the Exercise Price

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“Exercise Price” the exercise price of the Share Options, being HK$1.00 per Share “Grantees” eligible participants under the Share Option Scheme “Group” the Company and its subsidiaries “Independent Board the committee comprising Mr. Wong Wing Kuen, Albert, Committee” Mr. Chang Chu Fai, Johnson Francis and Mr. Robert Moyse Willcocks, all being the independent non-executive Directors, appointed by the Board to make recommendation to the Independent Shareholders in respect of the grant of the Directors’ Options and Specific Mandate “Independent Shareholders other than Ms. Chong and Mr. Ferguson Shareholders” together with their respective associates “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange “Mr. Ferguson” Mr. Andrew Charles Ferguson, an Executive Director and Chief Executive Officer

“Ms. Chong” Ms. Chong Sok Un, an Executive Director, Chairman and substantial Shareholder “Specific Mandate” the specific mandate to be granted to the Directors to allot and issue Shares which fall to be allotted and issued upon exercise of the Directors’ Options

“Shares” ordinary shares of HK$0.10 each in the issued share capital of the Company “Shareholders” holders of the Shares “Share Options” a total of 567,000,000 share options granted to the Grantees, subject to acceptance by the Grantees, to subscribe for a total of 567,000,0000 Shares at the Exercise Price pursuant to the Share Option Scheme

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“Share Option Scheme”

the share option scheme adopted by the Company on 22 September 2004 for an option period of 10 years from the date of adoption

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

By Order of the Board APAC RESOURCES LIMITED Chong Sok Un Chairman

Hong Kong, 4 May 2010

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

Executive Directors: Ms. Chong Sok Un (Chairman), Mr. Andrew Charles Ferguson (Chief Executive Officer), Mr. Peter Anthony Curry (Chief Financial Officer), Mr. Yue Jialin and Mr. Kong Muk Yin

Non-Executive Directors: Mr. Lee Seng Hui, Mr. So Kwok Hoo and Mr. Liu Yongshun

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

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