Persistence Gold Group Ltd — Capital/Financing Update 2014

Sep 4, 2014

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)

DISCLOSEABLE TRANSACTION RELATING TO THE ACQUISITION OF SECOND LOAN NOTE

The Board announces that on 4 September 2014 the Purchaser, a direct wholly-owned subsidiary of the Company, entered into the Purchase Agreement to acquire the Second Loan Note of nominal amount of US$10 million issued by the Issuer.

As certain of the relevant Percentage Ratios in respect of the Purchase Agreement (when aggregated with the First Loan Note) are more than 5% but below 25%, the entering into of the Purchase Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

THE PURCHASE AGREEMENT

Date: 4 September 2014

Purchaser:

APAC Resources Treasury Management Limited, a company incorporated in the British Virgin Islands and a direct wholly-owned subsidiary of the Company

Issuer:

Mulpha SPV Limited, a company incorporated in The Federal Territory of Labuan, Malaysia and a direct wholly-owned subsidiary of Mulpha International Bhd.

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Guarantor:

Mulpha International Bhd., a company incorporated in Malaysia whose shares are listed on the Main Market of Bursa Malaysia Securities Berhad, as guarantor of the Second Loan Note

To the best knowledge, information and belief of the Directors having made all reasonable enquiry and as confirmed by the Issuer and the Guarantor, the Issuer, the Guarantor and their ultimate beneficial owners are Independent Third Parties not connected with the Company and connected persons of the Company. The Purchaser had subscribed to the First Loan Note on 25 November 2013 issued by the same Issuer. An announcement had been made on 26 November 2013

Nominal Amount of the

Second Loan Note acquired: US$10 million

Issue Price: US$10 million, being 100% of the nominal amount of US$10 million Issue Date: 5 September 2014 Maturity Date: 5 September 2016 Purpose: The proceeds will be applied by the Guarantor’s group for its general investment, acquisitions, refinancing of existing borrowings and/or as working capital Interest: 8.0% per annum payable semi-annually in arrears in accordance with the Interest Payment Dates Interest Payment Date(s): 5 March and 5 September in each year up to and including the Maturity Date Redemption: The Second Loan Note may be redeemed by the Issuer prior to the Maturity Date at the nominal amount of the Second Loan Note plus accrued unpaid interest up to the date of redemption

Information on the Group

The Company 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.

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Information on the Issuer and the Guarantor

The Issuer is a company incorporated in Labuan and wholly-owned directly by the Guarantor. The Company has been informed by the Issuer that it will apply for a listing of the Second Loan Note on the Labuan International Financial Exchange Inc. of Malaysia. The Issuer is established as a fund raising vehicle. The principal activity of the Guarantor is investment holding and the principal activities of its subsidiaries are property development, property ownership and management, investment holdings, and the ownership, operation and management of hotels and service apartments in Malaysia, Australia, Singapore and Vietnam. Other activities of the Guarantor’s subsidiaries include, among others, the trading, rental and servicing of construction machinery and spare parts and the provision of financial services in Malaysia.

Reasons for the transaction

The purchase of the Second Loan Note forms part of the Group’s on-going treasury management arrangement and will provide interest income to the Group. The Second Loan Note will be recorded as loan note under non-current assets of the Group. The purchase of the Second Loan Note will be funded by existing credit facilities available to the Group. The Directors consider that the transactions set out in the Purchase Agreement are based on normal commercial terms and the terms of the Purchase Agreement are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As certain of the relevant Percentage Ratios in respect of the Purchase Agreement (when aggregated with the First Loan Note) are more than 5% but below 25%, the entering into of the Purchase Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

DEFINITIONS

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

• ‘‘Board’’ the board of Directors ‘‘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

• ‘‘Directors’’ the directors of the Company

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• ‘‘First Loan Note’’ the loan note of US$30 million issued by the Issuer and subscribed by the Purchaser as announced by the Company on 26 November 2013

• ‘‘Group’’ the Company and its subsidiaries ‘‘Guarantor’’ Mulpha International Bhd., a company incorporated in Malaysia whose shares are listed on the Main Market of Bursa Malaysia Securities Berhad

• ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘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

• ‘‘Issuer’’ Mulpha SPV Limited, a company incorporated in The Federal Territory of Labuan, Malaysia and a direct wholly-owned subsidiary of Mulpha International Bhd.

• ‘‘Listing Rules’’ 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

• ‘‘Purchaser’’ APAC Resources Treasury Management Limited, a company incorporated in the British Virgin Islands and a direct wholly-owned subsidiary of the Company

• ‘‘Purchase Agreement’’ the agreement dated 4 September 2014 entered into between the Purchaser, the Issuer and the Guarantor in relation to the sale and purchase of the Second Loan Note

• ‘‘Second Loan Note’’ the loan note of nominal amount of US$10 million purchased by the Purchaser under the Purchase Agreement

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

• ‘‘Shareholder(s)’’ holder(s) of the Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

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‘‘US$’’

United States dollars, the lawful currency of the United States of America

‘‘%’’

per cent

By Order of the Board APAC Resources Limited Chong Sok Un Chairman

Hong Kong, 4 September 2014

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. Peter Anthony Curry as his alternate) and Mr. So Kwok Hoo

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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