Persistence Gold Group Ltd — Capital/Financing Update 2018

May 29, 2018

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

ACQUISITIONS OF SHARES IN MOUNT GIBSON

The Board announces that Fortune Desire Investments Limited, a wholly-owned subsidiary of the Company, has acquired in aggregate 28,662,489 shares in Mount Gibson (representing approximately 2.61% of the total issued share capital of Mount Gibson as at the date of this announcement) from the Vendor through on-market transactions conducted on the ASX for an aggregate consideration of approximately A$12,038,245 (equivalent to approximately HK$71,172,514) (exclusive of transaction costs), representing A$0.42 (equivalent to approximately HK$2.48) per share on 29 May 2018.

On 13 March 2018, Fortune Desire Investments Limited, a wholly-owned subsidiary of the Company, acquired 600,000 shares in Mount Gibson (representing approximately 0.05% of the total issued share capital of Mount Gibson as at the date of this announcement) through on-market transactions conducted on the ASX for a consideration of approximately A$222,000 (equivalent to approximately HK$1,370,539) (exclusive of transaction costs), representing A$0.37 (equivalent to approximately HK$2.28) per share.

LISTING RULES IMPLICATIONS

As the applicable percentage ratio(s) for Acquisition 1 does not exceed 5%, the entering of Acquisition 1 is not subject to disclosure provisions under Chapter 14 of the Listing Rules.

As the applicable percentage ratio(s) for Acquisition 2, when aggregated with Acquisition 1 which was conducted within 12 months of Acquisition 2, is more than 5% but less than 25%, the Acquisitions constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

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ACQUISITIONS OF SHARES IN MOUNT GIBSON

The Board announces that Fortune Desire Investments Limited, a wholly-owned subsidiary of the Company, has acquired in aggregate 28,662,489 shares in Mount Gibson (representing approximately 2.61% of the total issued share capital of Mount Gibson as at the date of this announcement) from the Vendor through on-market transactions conducted on the ASX for an aggregate consideration of approximately A$12,038,245 (equivalent to approximately HK$71,172,514) (exclusive of transaction costs), representing A$0.42 (equivalent to approximately HK$2.48) per share on 29 May 2018.

On 13 March 2018, Fortune Desire Investments Limited, a wholly-owned subsidiary of the Company, acquired 600,000 shares in Mount Gibson (representing approximately 0.05% of the total issued share capital of Mount Gibson as at the date of this announcement) through on-market transactions conducted on the ASX for a consideration of approximately A$222,000 (equivalent to approximately HK$1,370,539) (exclusive of transaction costs), representing A$0.37 (equivalent to approximately HK$2.28) per share.

After the Acquisitions, the Group holds 353,043,237 shares in Mount Gibson, representing approximately 32.20% of the total issued share capital of Mount Gibson as at the date of this announcement.

As Acquisition 1 was conducted through the open market, the identity(ies) of the counterparty(ies) of Acquisition 1 cannot be ascertained by the Group. However, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Directors believe that the counterparty(ies) and its/their ultimate beneficial owner(s) in Acquisition 1 is/are Independent Third Parties.

CONSIDERATION

The aggregate consideration for the Acquisitions is approximately A$12,260,245 (equivalent to approximately HK$72,543,053) (exclusive of transaction costs) and shall be fully settled in cash from the Company’s internal resources.

The consideration of Acquisition 1 was determined by reference to the prevailing trading prices of the shares of Mount Gibson on the ASX at the time of Acquisition 1.

The consideration of Acquisition 2 was determined by reference to the recent trading prices of the shares of Mount Gibson on the ASX at the time of Acquisition 2.

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INFORMATION ON THE COMPANY, THE GROUP AND THE VENDOR

The Company and the Group

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 Vendor

The Vendor is a company incorporated in the Cayman Islands with limited liability. The principal business activities of the Vendor is investments holding.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor and its ultimate beneficial owner(s) are Independent Third Parties.

INFORMATION ON MOUNT GIBSON

Mount Gibson is a company limited by shares incorporated in Australia, the shares of which are listed on the ASX (Stock Code: MGX). Mount Gibson is an established Australian producer and exporter of iron ore. It owns the Extension Hill/Iron Hill mine in the Mount Gibson Range south east of Geraldton, and the high grade Koolan Island mine off the Kimberley coast in the remote north-west of Australia.

Based on the audited consolidated financial statements of Mount Gibson, the consolidated net profits before and after taxation for the two financial years ended 30 June 2017 and the consolidated net assets of Mount Gibson as at 30 June 2016 and 2017 are as follows:

		For the year ended 30 June	For the year ended 30 June
	2017		2016
	A$’000	HK$’000	A$’000	HK$’000
Consolidated net profit before taxation	24,841	149,053	85,536	492,559
Consolidated net profit after taxation	26,322	157,940	86,297	496,941
		As at 30 June
	2017		2016
Consolidated net assets	418,983	2,514,024	391,935	2,256,958

Note : The translation of A$ into HK$ is based on the exchange rate of HK$5.7585 to A$1 and HK$6.0003 to A$1 as at 30 June 2016 and 30 June 2017 respectively.

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REASONS FOR AND BENEFITS OF THE ACQUISITIONS

It is the Group’s focus to look for investment opportunities in listed securities globally in the resources sector in both resources investment and primary strategic investment business segments. As disclosed in our annual report for the year ended 30 June 2017, Mount Gibson is the Group’s primary strategic investment, and it declared a A$0.02 per share dividend for the first time since August 2014.

Having considered the financial performance of Mount Gibson, the Company considers that the acquisition of shares of Mount Gibson is an attractive investment and can enhance the returns on investment for the Company.

As Acquisition 1 was traded at market price and the consideration of Acquisition 2 was determined with reference to the recent trading prices of the shares of Mount Gibson, the Directors (including the independent non-executive Directors) are of the view that the Acquisitions were fair and reasonable, on normal commercial terms and in the interests of the Company and the shareholders of the Company as a whole.

LISTING RULES IMPLICATIONS

As the applicable percentage ratio(s) for Acquisition 1 does not exceed 5%, the entering of Acquisition 1 is not subject to disclosure provisions under Chapter 14 of the Listing Rules.

As the applicable percentage ratio(s) for Acquisition 2, when aggregated with Acquisition 1 which was conducted within 12 months of Acquisition 2, is more than 5% but less than 25%, the Acquisitions constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

DEFINITIONS

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

“A$”		Australian dollar(s), the lawful currency of Australia;
“Acquisition	1”	the acquisition of 600,000 shares in Mount Gibson in
		aggregate by Fortune Desire Investments Limited through
		on-market transactions conducted on the ASX on 13 March
		2018 for a consideration of approximately A$222,000
		(equivalent to approximately HK$1,370,539) (exclusive of
		transaction costs);
“Acquisition	2”	the acquisition of 28,662,489 shares in Mount Gibson in
		aggregate (representing approximately 2.61% of the total
		issued share capital of Mount Gibson as at the date of this
		announcement) by Fortune Desire Investments Limited from
		the Vendor through on-market transactions conducted on the
		ASX on 29 May 2018;

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“Acquisitions”	Acquisition 1 and Acquisition 2;
“ASX”	the Australian Securities Exchange;
“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 (Stock Code:
	1104);
“Directors”	the directors of the Company;
“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;
“Independent Third Parties”	third party(ies) independent of the Company and its
	connected persons (as defined in the Listing Rules);
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Mount Gibson”	Mount Gibson Iron Limited, a company limited by shares
	incorporated in Australia, the shares of which are listed on
	the ASX (Stock Code: MGX);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Vendor”	the vendor in Acquisition 2, being a company incorporated
	in the Cayman Islands with limited liability; and
“%”	per cent.

Unless otherwise stated, amount in A$ have been translated into HK$ at the exchange rate on the relevant dates of Acquisition 1 and Acquisition 2 are of HK$6.1736 and HK$5.9122 respectively to A$1 for illustration purpose only. No representation has been made that any amount in A$ or HK$ can be or could have been converted at the relevant date at the above rate or any other rates at all.

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

Hong Kong, 29 May 2018

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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

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