Persistence Gold Group Ltd — Capital/Financing Update 2010

Mar 12, 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.

This announcement appears for information purpose 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)

PLACING OF NEW SHARES

PLACING AGENT

On 12 March 2010 (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, 1,100,000,000 Placing Shares to independent investors at a price of HK$0.5 per Placing Share.

The 1,100,000,000 Placing Shares under the Placing represent (i) approximately 18.89% of the existing issued share capital of the Company of 5,822,127,990 Shares; and (ii) approximately 15.89% of the Company’s issued share capital of 6,922,127,990 Shares as enlarged by the Placing.

The estimated net proceeds of approximately HK$535.75 million from the Placing is intended to be used for reduction of borrowings and/or for general working capital of the Group. The net proceeds raised per Share upon the completion of the Placing will be approximately HK$0.49 per Placing Share.

The Placing is conditional upon, among other things, (i) 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, and (ii) the passing of a resolution by the Shareholders to approve the Placing and the grant of Specific Mandate at the SGM.

• For identification purpose only

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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.

THE PLACING AGREEMENT

Date

12 March 2010 (after trading hours)

Issuer

The Company

Placing Agent

The Placing Agent has conditionally agreed to place 1,100,000,000 Placing Shares on a fully underwritten basis and will receive a placing commission of 2.5% 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).

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 1,100,000,000 Placing Shares under the Placing represent (i) approximately 18.89% of the existing issued share capital of the Company of 5,822,127,990 Shares; and (ii) approximately 15.89% of the Company’s issued share capital of 6,922,127,990 Shares as enlarged by the Placing.

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 Shares.

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Placing Price

The Placing Price of HK$0.5 represents:

• (i) a discount of approximately 3.85% to the closing price of HK$0.52 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 7.75% to the average closing price per Share of HK$0.542 in the last five consecutive trading days up to and including the Last Trading Day; and

• (iii) a discount of approximately 5.66% to the average closing price per Share of HK$0.53 in the last ten consecutive trading days up to and including the Last Trading Day.

The Placing Price was determined with reference to the prevailing market price of the Share 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.

Specific Mandate

The Company will seek the grant of Specific Mandate from Shareholders at the SGM for the issue and allotment of the Placing Shares.

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 the Placing Shares;

• (b) the passing of a resolution by the Shareholders to approve the Placing and the grant of Specific Mandate at the SGM; and

• (c) 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.

Completion of the Placing

Subject to satisfaction of the conditions precedent in the Placing Agreement, completion of the Placing will take place on or before 30 June 2010.

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.

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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 funding 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$550 million and the estimated net proceeds (after deducting the placing commission, legal fees and publication fees payable by the Company) will be approximately HK$535.75 million which is intended to be used for reduction of borrowings and/or for general working capital of the Group. The net proceeds raised per Share upon the completion of the Placing will be approximately HK$0.49 per Placing Share. The aggregate nominal Placing Price for Placing Share is HK$0.5.

Fund raising activities in the past twelve months

Save as disclosed below, the Company has not conducted any fund raising activities in the past twelve months before the date of this announcement.

Date of		Net proceeds	Intended use
announcement	Event	(approximately)	of proceeds	Actual use of proceeds
15 June 2009	Placing of	HK$440.5 million	For reduction of borrowings	Approximately HK$365.5
	900,000,000		and for general working	million has been
	Shares		capital of the Group	used for reduction of
			and/or for investment	borrowings with balance
			when opportunities arise	of approximately
				HK$75 million has
				been used for general
				working capital of the
				Group

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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 (assuming that there are no other changes in the issued share capital of the Company) are set out below:

Fushan International Energy Group Limited (Note 1) COL Capital Limited (Note 2) Public Shareholders Placees Total:	As at the date of this announcement No. of Shares % 956,000,000 16.42 685,840,000 11.78 4,180,287,990 71.80 – – 5,822,127,990 100.00	Upon completion of the Placing No. of Shares % 956,000,000 13.81 685,840,000 9.91 4,180,287,990 60.39 1,100,000,000 15.89 6,922,127,990 100.00	Upon completion of the Placing No. of Shares % 956,000,000 13.81 685,840,000 9.91 4,180,287,990 60.39 1,100,000,000 15.89 6,922,127,990 100.00
			100.00

Notes:

1. These Shares are held by Benefit Rich Limited, a wholly owned subsidiary of Fushan International Energy Group Limited, the shares of which are listed on the main board of the Stock Exchange.

2. These Shares are held by: (i) Sparkling Summer Limited as to 87,720,000 Shares, and (ii) Rise Cheer Investments Limited as to 598,120,000 Shares, both of which are wholly-owned subsidiaries of COL Capital Limited (“ COL ”), the shares of which are listed on the main board of the Stock Exchange. COL is 64.36% owned by Vigor Online Offshore Limited which in turn is a wholly-owned subsidiary of China Spirit Limited in which Ms. Chong Sok Un maintains 100% beneficial interest.

GENERAL

The Company is a company incorporated in Bermuda with limited liability. Its Shares are listed on the main board of the Stock Exchange.

The Group is principally engaged in (a) trading in base metals and commodities, and (b) trading and investment of listed securities with a portfolio primarily focused on natural resources and related sectors and 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 main board of the Stock Exchange
“connected person(s)”	has the meaning given to that term in the Listing Rules
“Director(s)”	director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Last Trading Date”	12 March 2010, being the last trading day for the Shares
	before the date of this announcement
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“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 1,100,000,000 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 12 March 2010
	and entered between the Company and the Placing Agent in
	relation to the Placing

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“Placing Price” HK$0.5 per Placing Share “Placing Shares” 1,100,000,000 new Shares to be placed under the Placing “PRC” the People’s Republic of China “SGM” the special general meeting to be convened and held by the Company for the Shareholders to consider and, if thought fit, approve the Placing and the grant of Specific Mandate “Share(s)” ordinary share(s) of HK$0.10 in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Specific Mandate” a specific mandate to be sought from the Shareholders at the SGM for the Directors to allot and issue the Placing Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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

Hong Kong, 12 March 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. Liu Yongshun, Mr. Yue Jialin and Mr. Kong Muk Yin

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

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

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