Persistence Gold Group Ltd — Capital/Financing Update 2017

Sep 27, 2017

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

On 27 September 2017, the Lender (a wholly-owned subsidiary of the Company) as the lender entered into the Loan Agreement with the Borrower as the borrower, pursuant to which, the Lender agreed to, among other things, make available to the Borrower the Loan on the terms and subject to the conditions therein.

LISTING RULES IMPLICATIONS

As the Lender is a 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 Chapter 14 of 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

On 27 September 2017, the Lender (a wholly-owned subsidiary of the Company) as the lender entered into the Loan Agreement with the Borrower as the borrower, pursuant to which, the Lender agreed to, among other things, make available to the Borrower the Loan on the terms and subject to the conditions therein.

– 1 –

THE LOAN AGREEMENT

Date: 27 September 2017 Parties: (1) the Lender as the lender for the Loan Agreement; and (2) the Borrower as the borrower for the Loan Agreement.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries and based on the confirmation of the Borrower, the Borrower is a third party independent of the Company and its connected persons.

Principal terms of the Loan Agreement

The principal terms of the Loan Agreement are as follows:

Loan amount:	HK$60,000,000, (i) the first drawdown of which would be in
	the amount of HK$40,000,000; and (ii) the remaining
	amount of which shall only be drawn within the availability
	period of the Loan
Term:	12 months from the first drawdown date of the Loan
Availability period:	the period commencing from 27 September 2017 to
	27 March 2018 (both dates inclusive)
Purpose:	the Loan shall be applied and used by the Borrower for his
	personal use
Interest rate:	14.5% per annum
Security:	Share Mortgage

The Share Mortgage

As one of the conditions subsequent to the Loan Agreement, the Share Mortgage by way of first fixed mortgage of the Shares will be created by the Borrower in favour of the Lender upon the Restrictions cease to exist or the Existing Loan is fully repaid, whichever is the earlier, and thereafter, the Loan shall be secured by the Share Mortgage. The Lender, as mortgagee of the Share Mortgage, shall have rights, among other things, to dispose of the Shares upon the occurrence of any event of default or the occurrence of any event which may lead to a default by the Borrower.

– 2 –

REASONS FOR AND BENEFITS OF THE TRANSACTION

The terms of the Loan Agreement, including the interest rate applicable, were arrived at after arm’s length negotiations between the Lender and the Borrower having taken into account the prevailing market interest rates and practices. The Loan Agreement was entered into by the Lender having regard to (i) the interest income to be generated by the Transaction; and (ii) the underlying securities. In addition, the Transaction is part of the ordinary and usual course of business of the Lender. In view of the above, the Directors are of the view that the terms of the Loan Agreement are on normal commercial terms and the Transaction is fair and reasonable, and in the interests of the Company and its shareholders taken as a whole.

INFORMATION ABOUT THE COMPANY, THE LENDER AND THE BORROWER

The Company

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

The Group is an established 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, mining and energy and investment in financial assets.

The Lender

The Lender is a company incorporated in Hong Kong with limited liability and is a wholly-owned subsidiary of the Company. The principal business activity of the Lender is the provision of loan finance. The Lender holds a money lenders licence under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong).

The Borrower

The Borrower is an individual.

– 3 –

LISTING RULES IMPLICATIONS

As the Lender is a 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 Chapter 14 of 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:

“A$”	the lawful currency of Australia;
“Australia”	the Commonwealth of Australia;
“Australian Company”	a company incorporated with limited liability under the laws
	of Australia;
“Board”	the board of Directors;
“Borrower”	the borrower under the Loan Agreement, the mortgagor
	under the Share Mortgage and one of the guarantors under
	the Existing Loan;
“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 (Stock Code:
	1104);
“connected persons”	having the meaning ascribed to it under the Listing Rules;
“Directors”	directors of the Company;
“Existing Loan”	the loan in the sum of A$25,000,000 made or to be made
	available by a bank in Australia to the Australian Company;

– 4 –

• “Group” the Company and its subsidiaries; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China;

• “Lender” APAC Resources Beijing Limited, a company incorporated in Hong Kong with limited liability, a wholly-owned subsidiary of the Company, being the lender under the Loan Agreement;

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

• “Loan” the loan in the limit up to HK$60,000,000 made or to be 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 and the Borrower dated 27 September 2017;

• “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;

• “Restrictions” the restrictions (if any) imposed on the Borrower to dispose of or otherwise deal with the Shares due to or in connection with the Existing Loan;

• “Share Mortgage” the mortgage over the Shares to be provided by the Borrower as the mortgagor in favour of the Lender as the mortgagee;

• “Shares” 100,000 issued shares of the Australian Company; “Stock Exchange” The Stock Exchange of Hong Kong Limited;

– 5 –

“Transaction”

the transaction contemplated under the Loan Agreement; and

“%”

per cent.

By Order of the Board APAC Resources Limited Arthur George Dew Chairman

Hong Kong, 27 September 2017

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

Executive Directors

Mr. Brett Robert Smith (Deputy Chairman) and Mr. Andrew Ferguson (Chief Executive Officer)

Non-Executive Directors

Mr. Arthur George Dew (Chairman) (Mr. Wong Tai Chun, Mark as his alternate) , Mr. Lee Seng Hui 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

– 6 –