Persistence Gold Group Ltd — Capital/Financing Update 2014

Jan 28, 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 LOAN TRANSACTION

The Board announced that on 26 January 2014, the Lender (an indirect whollyowned subsidiary of the Company) entered into the Loan Agreement with the Borrower and the Guarantor, pursuant to which the Lender has agreed to, among other things, make available to the Borrower a loan of amount of HK$218,320,000.

As the Lender is an indirect wholly-owned subsidiary of the Company, the Transaction entered into by the Lender shall be a deemed transaction of the Company under the Listing Rules as the definition of ‘‘listed issuer’’ under the Listing Rules shall include the listed issuer’s subsidiaries.

The Transaction constitutes a discloseable transaction for the Company on the basis that the relevant percentage ratio(s) exceeds 5% but is below 25%.

INTRODUCTION

The Board announced that on 26 January 2014, the Lender (an indirect wholly-owned subsidiary of the Company) entered into the Loan Agreement with the Borrower and the Guarantor, pursuant to which the Lender has agreed to, among other things, make available to the Borrower a loan of amount of HK$218,320,000.

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THE LOAN AGREEMENT

The Loan Agreement

Date:

26 January 2014

Parties: (1) The Lender as the lender for the Loan Agreement; (2) The Borrower as the borrower for the Loan Agreement; and (3) The Guarantor as the guarantor for the Loan Agreement.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the Guarantor, the Borrower and its ultimate beneficial owners are third parties independent of the Company and its respective connected persons.

Principal terms of the Loan Agreement

The principal terms of the Loan Agreement are as follows:

Loan: in the limit of amount of HK$218,320,000. Repayment Date: 28 July 2014

Purpose: the Loan shall be applied by the Borrower for funding a property development in the PRC. Interest rate: at the rate of 24% per annum.

Securities for the the Debenture, the Share Mortgage, the Equity Pledge, the Loan: Agreement of Assignment of Shareholder’s Loan, the SPAs, the Property Mortgage, and the Land Charge.

The Debenture

The Loan is secured by the Debenture executed by the Borrower in favour of the Lender by way of first floating charge over all the undertakings, property and/or assets of the Borrower.

The Debenture and all securities constituted by or pursuant to the Debenture shall become immediately enforceable upon the occurrence of an event of default or upon the occurrence of any event which may lead to a default by the Borrower.

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The Share Mortgage

The Loan is secured by the Share Mortgage created by the Mortgagor in favour of the Lender by way of first fixed mortgage of the Share of the Borrower.

The Lender, as mortgagee, shall have rights, among other things, to dispose of and/or transfer to itself the Share of the Borrower mortgaged to it under the Share Mortgage upon the occurrence of an event of default or upon the occurrence of any event which may lead to a default by the Borrower.

The Equity Pledge

The Loan is secured by the Equity Pledge created by the Borrower in favour of the WFOE.

The WFOE, as mortgagee, shall have rights, among other things, to transfer to itself the equity interest pledged to it under the Equity Pledge upon the occurrence of any event which may lead to a default by the Borrower.

The Agreement of Assignment of Shareholder’s Loan

The Loan is secured by the Agreement of Assignment of Shareholder’s Loan created by PRC Company A in favour of the WFOE, where PRC Company A as the assignor agreed to assign and the WFOE as the assignee has agreed to accept PRC Company A’s rights, title, interest and benefits in and to a loan granted by PRC Company A to PRC Company B.

The SPAs

The Loan is secured by the SPAs entered into between PRC Company B and the WFOE, where the SPAs, upon all the indebtedness due under the Loan Agreement be repaid by the Borrower, will be cancelled and the ownership of the subject under the SPAs will be transferred back to PRC Company B.

The Property Mortgage

The Loan is secured by the Property Mortgage created by PRC Company A in favour of the WFOE.

The WFOE, as mortgagee, shall have rights, among other things, to transfer to itself the properties mortgaged to it under the Property Mortgage upon the occurrence of any event which may lead to a default by the Borrower.

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The Land Charge

The Loan is secured by the Land Charge created by PRC Company A in favour of the WFOE.

The WFOE, as mortgagee, shall have rights, among other things to dispose of the land charged to it under the Land Charge with the agreement of PRC Company A, as mortgagor, upon occurrence of any event which may lead to a default by the Borrower.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The entering into of the Loan Agreement, which forms part of the Group’s on-going treasury management arrangement, allows the Group to apply certain of its funds to better use thereby providing a higher return to the Group. The Directors consider that the terms of the Loan Agreement, which were arrived at after arm’s length negotiations between the Lender and the Borrower, are on normal commercial terms and the terms of the Transaction are fair and reasonable and in the interests of the Company and its shareholder(s) taken as a whole.

INFORMATION ABOUT THE GROUP, THE BORROWER AND THE GUARANTOR

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.

The Borrower

The Borrower is a company incorporated in Hong Kong with limited liability. The principal business activity of the Borrower is investment holding.

The Guarantor

The Guarantor is an individual.

LISTING RULES IMPLICATIONS

As the Lender is an indirect wholly-owned subsidiary of the Company, the Transaction entered into by the Lender shall be a deemed transaction of the Company under the Listing Rules as the definition of ‘‘listed issuer’’ under the Listing Rules shall include the listed issuer’s subsidiaries.

The Transaction constitutes a discloseable transaction for the Company on the basis that the relevant percentage ratio(s) exceeds 5% but is below 25%.

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DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

• ‘‘Agreement of Assignment the agreement of assignment of shareholder’s loan of Shareholder’s Loan’’ relating to a shareholder’s loan owed to PRC Company A by PRC Company B entered into between PRC Company A as assignor and the WFOE as assignee;

• ‘‘Board’’ the board of Directors;

• ‘‘Borrower’’ The borrower under the Loan Agreement;

• ‘‘Company’’ APAC Resources Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of Stock Exchange (Stock Code: 1104);

• ‘‘connected persons’’ having the meaning ascribed to it under the Listing Rules;

• ‘‘Debenture’’ the debenture created by the Borrower as chargor in favour of the Lender as chargee over all the undertakings, property and/or assets of the Borrower;

• ‘‘Directors’’ the directors of the Company;

• ‘‘Equity Pledge’’ the pledge created by the Borrower in favour of the WFOE as mortgagee over all the Borrower’s equity interests in PRC Company A;

• ‘‘Group’’ the Company and its subsidiaries;

• ‘‘Guarantor’’ the guarantor under the Loan Agreement and the sole shareholder of the Mortgagor;

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong;

• ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the PRC;

• ‘‘Land Charge’’ Charge over the land use right of a parcel of land situated in the Guangdong Province, PRC, created by PRC Company A in favour of the WFOE;

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• ‘‘Lender’’

• Fortune Arm Limited, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Company, being the lender under the Loan Agreement;

• ‘‘Listing Rules’’

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

• ‘‘Loan’’ the term loan of amount of HK$218,320,000 (or such other equivalent currency as agreed by the parties) made available by the Lender to the Borrower on the terms and subject to the conditions set out in the Loan Agreement;

• ‘‘Loan Agreement’’ the loan agreement entered into between the Lender, the Borrower and the Guarantor dated 26 January, 2014;

• ‘‘Mortgagor’’ a company incorporated in Samoa with limited liability, which is the sole shareholder of the Borrower;

• ‘‘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;

• ‘‘PRC’’

• the People’s Republic of China excluding Hong Kong, the Macau Special Administrative Region and Taiwan;

• ‘‘PRC Company A’’

• a limited liability company incorporated under the laws of the PRC, which is a wholly foreign owned enterprise owned by the Borrower;

• ‘‘PRC Company B’’ a limited liability company incorporated under the laws of the PRC, a company in which PRC Company A has a minority equity interest;

• ‘‘Property Mortgage’’

• the property mortgages created by PRC Company A in favour of the WFOE;

• ‘‘RMB’’

• Renminbi, the lawful currency of the PRC;

• ‘‘Share of the Borrower’’ the entire issued share of the Borrower;

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‘‘Share Mortgage’’

the mortgage created by the Mortgagor in favour of the Lender as mortgagee over the Share of the Borrower;

‘‘SPAs’’

• the sale and purchase agreements in relation to the sale and purchase of certain properties, which is under development in the PRC, entered into between the WFOE as purchaser and PRC Company B as vendor;

• ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited;

• ‘‘Transaction’’ the transaction contemplated under the Loan Agreement;

• ‘‘WFOE’’

• a wholly foreign owned enterprise incorporated under the laws of the PRC which is indirectly wholly owned by the Company; and

‘‘%’’ per cent.

On behalf of the Board APAC Resources Limited Chong Sok Un Chairman

Hong Kong, 28 January 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. 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

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading.

• For identification purpose only

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