Persistence Gold Group Ltd — Capital/Financing Update 2013

Dec 18, 2013

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)

INSIDE INFORMATION AND

DISCLOSEABLE TRANSACTION

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).

The Board announces that pursuant to the CYT Acquisition, APAC Resources Capital will receive as consideration, 514,406,250 CYT Shares credited as fully paid.

As certain of the relevant Percentage Ratios in respect of the CYT Shares to be allotted and issued to APAC Resources Capital as a result of the CYT Acquisition are more than 5% but below 25%, this transaction constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

This announcement is made by APAC Resources Limited pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).

Reference is made to the CYT Announcement.

On 4 June 2012, APAC Resources Capital entered into the Subscription Agreement with the CYT Vendor to subscribe for the Exchangeable Notes. Pursuant to the terms and conditions of the Exchangeable Notes, the Exchangeable Notes shall automatically be exchanged for shares of a company to be listed in the event the CYT Vendor seeks a listing or into shares of a purchaser in the event the assets of the CYT Vendor are sold to a corporate entity purchaser.

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As the CYT Acquisition constitutes a qualifying event for mandatory exchange under the Exchangeable Notes, on its completion, APAC Resources Capital will be allotted and issued 514,406,250 CYT Shares at HK$0.20 per CYT Share representing 13.8% of the entire issued share capital of CYT upon completion of the CYT Acquisition and the CYT Fund Raising Exercise but before the conversion of the CYT Convertible Bonds. The value of the CYT Shares, based on an issue price of HK$0.20 per CYT Share is HK$102,881,250. If adjustment is made to the issue price of the CYT Shares to HK$0.10 each as referred to in the CYT Announcement, then 1,028,812,500 CYT Shares (increased from 13.8% to 14.5%) will be allotted and issued to APAC Resources Capital credited as fully paid.

To the best knowledge, information and belief of the Directors having made all reasonable enquiry, CYT and its ultimate beneficial owners are Independent Third Parties not connected with the Company and connected persons of the Company.

At the time of entering into of the Subscription Agreement, the size of the transaction involved (i.e. US$9,000,000 (equivalent to HK$69,750,000)) did not constitute a notifiable transaction for the Company under the Listing Rules.

Information of the Group

The Group is an established natural resource investment fund and commodity trading house which owns strategic interests in natural resource companies with the main business lines comprising of primary strategic investment; resource investment; and commodity trading business, focused primarily on metals and energy.

Information on CYT

CYT is principally engaged in the financing, brokerage and securities investment and iron ore mining businesses.

Reasons for the transaction

The Directors consider that the entering into the Subscription Agreement and the allotment of CYT Shares as a result of the CYT Acquisition are in line with the Group’s focus in investment in the natural resources sector. The allotment of CYT Shares as a result of the CYT Acquisition allows the Group to exchange its Exchangeable Notes into CYT Shares, which are tradable securities, at a value higher than the US$9,000,000 consideration under the Exchangeable Notes.

IMPLICATIONS UNDER THE LISTING RULES

As certain of the relevant Percentage Ratios in respect of the CYT Shares to be allotted and issued to the APAC Resources Capital as a result of the CYT Acquisition are more than 5% but below 25%, this transaction constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

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As the CYT Acquisition is subject to various conditions as stated in the CYT Announcement, the CYT Acquisition may or may not proceed, shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

DEFINITIONS

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

‘‘APAC Resources Capital’’	APAC Resources Capital Limited, a wholly-owned subsidiary of the
	Company;
‘‘Board’’	the board of directors of the Company;
‘‘Company’’	APAC Resources Limited, a company incorporated in Bermuda with
	limited liability, the Shares of which are listed on the Main Board of
	the Stock Exchange;
‘‘connected person(s)’’	has the meaning ascribed to it under the Listing Rules;
‘‘CYT’’	China Yunnan Tin Minerals Group Company Limited, a company
	incorporated in Hong Kong whose shares are listed on the Main
	Board of the Stock Exchange (Stock Code: 263);
‘‘CYT Acquisition’’	the Acquisition as defined under the CYT Announcement;
‘‘CYT Announcement’’	the announcement of CYT dated 12 December 2013;
‘‘CYT Convertible Bonds’’	the Convertible Bonds as defined under the CYT Announcement;
‘‘CYT Fund Raising Exercise’’	the Fund Raising Exercise as defined under the CYT Announcement;
‘‘CYT Share(s)’’	share(s) in the authorised share capital of CYT;
‘‘CYT Vendor’’	the Vendor as defined under the CYT Announcement;
‘‘Directors’’	the directors of the Company;
‘‘Exchangeable Notes’’	6% exchangeable notes in the principal amount of US$9,000,000
	issued by the CYT Vendor exchangeable into, inter alia, shares of a
	company to be listed in the event the CYT Vendor seeks a listing or
	into shares of a purchaser in the event that assets of the CYT Vendor
	are sold to a corporate entity purchaser;
‘‘Group’’	the Company and its subsidiaries;
‘‘Hong Kong’’	Hong Kong Special Administrative Region of the Peoples’ Republic
	of China;

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• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong; ‘‘Independent Third Party(ies)’’ party(ies) who, together with his/her ultimate beneficial owner(s) is/ are persons independent of the Company and its connected persons;

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;

• ‘‘Percentage Ratio(s)’’ percentage ratio(s) as set out in Rule 14.07 of the Listing Rules to be applied for determining the classification of a transaction;

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

• ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the issued share capital of the Company;

• ‘‘Subscription Agreement’’ the agreement dated 4 June 2012 entered into between the CYT Vendor and APAC Resources Capital in relation to the subscription of the Exchangeable Notes;

• ‘‘US$’’ United States dollars, the lawful currency of the United States of America; and

• ‘‘%’’ per cent.

Unless otherwise stated, amounts in US$ have been translated into HK$ at the fixed rate of HK$7.75 to US$1 for illustration purpose only. No representation has been made that any amount in US$ or HK$ can be or could have been converted at the relevant dates at the above rates or any other rates at all.

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

Hong Kong, 18 December 2013

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

Executive Directors

Ms. Chong Sok Un (Chairman), Mr. Andrew Ferguson (Chief Executive Officer) and Mr. Kong Muk Yin

Non-Executive Directors

Mr. Lee Seng Hui, Mr. So Kwok Hoo and Mr. Peter Anthony Curry

Independent Non-Executive Directors

Dr. Wong Wing Kuen, Albert, Mr. Chang Chu Fai, Johnson Francis and Mr. Robert Moyse Willcocks

• For identification purpose only

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