Persistence Gold Group Ltd — Capital/Financing Update 2015

May 4, 2015

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

FURTHER EXTENSION OF LOAN REPAYMENT DATE

Reference is made to the Previous Announcements in relation to a loan transaction between the Lender, an indirect wholly-owned subsidiary of the Company, the Borrower and the Guarantor.

On 30 April 2015, the Lender entered into the Second Supplemental Loan Agreement with the Borrower and the Guarantor, pursuant to which, the Lender agreed to, among other things, extend the repayment date under the Loan Agreement as amended by the Supplemental Loan Agreement. As at the date of the Second Supplemental Loan Agreement, the Outstanding Loan is 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%.

Reference is made to the Previous Announcements in relation to a loan transaction between the Lender, an indirect wholly-owned subsidiary of the Company, the Borrower and the Guarantor.

Unless otherwise defined or specified, capitalized terms used herein shall have the same meanings as those defined in the Previous Announcements.

On 30 April 2015, the Lender entered into the Second Supplemental Loan Agreement with the Borrower and the Guarantor, pursuant to which the Lender agreed to, among other things, extend the repayment date under the Loan Agreement as amended by the Supplemental Loan Agreement. As at the date of the Second Supplemental Loan Agreement, the Outstanding Loan is HK$218,320,000.

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THE SECOND SUPPLEMENTAL LOAN AGREEMENT

Date:

30 April 2015

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

As at the date of this announcement, 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.

THE TERMS OF THE SECOND SUPPLEMENTAL LOAN AGREEMENT, THE SECOND SUPPLEMENTAL DEBENTURE, THE SECOND SUPPLEMENTAL SHARE MORTGAGE, THE SECOND SUPPLEMENTAL EQUITY PLEDGE, THE SECOND SUPPLEMENTAL AGREEMENT OF ASSIGNMENT OF SHAREHOLDER’S LOAN, THE SPAS, THE SECOND SUPPLEMENTAL PROPERTY MORTGAGE AND THE SECOND SUPPLEMENTAL LAND CHARGE

The Second Supplemental Loan Agreement

Pursuant to the Second Supplemental Loan Agreement, the Loan Agreement as amended by the Supplemental Loan Agreement has now been further amended and supplemented, inter alia, that the date of repayment of the Outstanding Loan shall be extended for a further term of 12 months from 28 January 2015 to 28 January 2016.

Save for the amendment made to the Loan Agreement as amended by the Supplemental Loan Agreement by the Second Supplemental Loan Agreement, the provisions of the Loan Agreement as amended by the Supplemental Loan Agreement and the rights and obligations thereunder shall remain in full force and effect.

The Second Supplemental Debenture

Pursuant to the Second Supplemental Debenture, the Debenture as amended by the Supplemental Debenture shall remain and continue to remain in full force and effect.

The Second Supplemental Share Mortgage

Pursuant to the Second Supplemental Share Mortgage, the Share Mortgage as amended by the Supplemental Share Mortgage shall remain and continue to remain in full force and effect.

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The Second Supplemental Equity Pledge

Pursuant to the Second Supplemental Equity Pledge, the Equity Pledge as amended by the Supplemental Equity Pledge shall remain and continue to remain in full force and effect.

The Second Supplemental Agreement of Assignment of Shareholder’s Loan

Pursuant to the Second Supplemental Agreement of Assignment of Shareholder’s Loan, the Agreement of Assignment of Shareholder’s Loan as amended by the Supplemental Agreement of Assignment of Shareholder’s Loan shall remain and continue to remain in full force and effect.

The SPAs

The SPAs shall remain and continue to remain in full force and effect.

The Second Supplemental Property Mortgage

Pursuant to the Second Supplemental Property Mortgage, the Property Mortgage as amended by the Supplemental Property Mortgage shall remain and continue to remain in full force and effect.

The Second Supplemental Land Charge

Pursuant to the Second Supplemental Land Charge, the Land Charge as amended by the Supplemental Land Charge shall remain and continue to remain in full force and effect.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The entering into of the Transaction, as with the Loan Agreement and the Supplemental Loan Agreement, which forms part of the Group’s on-going treasury management arrangement, allows the Group to continue to earn a higher return. The Directors consider that the terms of the Second Supplemental 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.

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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%.

DEFINITIONS

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

‘‘Outstanding Loan’’ the aggregate outstanding balance of the Loan, which is HK$218,320,000 as at the date of the Second Supplemental Loan Agreement;

• ‘‘Previous Announcements’’ the announcements of the Company dated 28 January 2014, 4 February 2014 and 28 July 2014 in relation to a loan transaction between the Lender, the Borrower and the Guarantor;

• ‘‘Second Supplemental the second supplemental agreement to the Agreement of Assignment of Agreement of Assignment Shareholder’s Loan as amended by the Supplemental Agreement of of Shareholder’s Loan’’ Assignment of Shareholder’s Loan dated 30 April 2015;

• ‘‘Second Supplemental the second supplemental agreement to the Debenture as amended by Debenture’’ the Supplemental Debenture dated 30 April 2015;

• ‘‘Second Supplemental the second supplemental agreement to the Equity Pledge as amended Equity Pledge’’ by the Supplemental Equity Pledge dated 30 April 2015;

• ‘‘Second Supplemental the second supplemental agreement to the Land Charge as amended by Land Charge’’ the Supplemental Land Charge dated 30 April 2015;

• ‘‘Second Supplemental the second supplemental loan agreement to the Loan Agreement as Loan Agreement’’ amended by the Supplemental Loan Agreement dated 30 April 2015 entered into between the Lender, the Borrower and the Guarantor for, inter alia, the extension of the repayment date under the Loan Agreement;

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• ‘‘Second Supplemental The second supplemental agreement to the Property Mortgage as Property Mortgage’’ amended by the Supplemental Property Mortgage dated 30 April 2015;

• ‘‘Second Supplemental the second supplemental agreement to the Share Mortgage as amended Share Mortgage’’ by the Supplemental Share Mortgage dated 30 April 2015;

• ‘‘Transaction’’ The transaction contemplated under the Second Supplemental Loan Agreement.

On behalf of the Board

APAC Resources Limited Chong Sok Un Chairman

Hong Kong, 4 May 2015

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

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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