Persistence Gold Group Ltd — Capital/Financing Update 2019

Jun 4, 2019

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.

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APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

DISCLOSEABLE TRANSACTION

DISPOSAL OF SHARES IN WESTGOLD

The Board announces that APAC Strategic Holdings, a wholly-owned subsidiary of the Company, disposed 9,000,000 shares in Westgold (representing approximately 2.31% of the total issued share capital of Westgold as at the date of this announcement) through onmarket transactions conducted on the ASX for a consideration of A$15,750,000 (equivalent to approximately HK$86,122,000) (exclusive of transaction costs), representing A$1.75 (equivalent to approximately HK$9.57) per share on 4 June 2019.

LISTING RULES IMPLICATIONS

As the applicable percentage ratio(s) for the Disposal exceeds 5% but is below 25%, the Disposal constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

DISPOSAL OF SHARES IN WESTGOLD

The Board announces that APAC Strategic Holdings, a wholly-owned subsidiary of the Company, disposed 9,000,000 shares in Westgold (representing approximately 2.31% of the total issued share capital of Westgold as at the date of this announcement) through onmarket transactions conducted on the ASX for a consideration of A$15,750,000 (equivalent to approximately HK$86,122,000) (exclusive of transaction costs), representing A$1.75 (equivalent to approximately HK$9.57) per share on 4 June 2019.

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After the Disposal, the Group holds 18,953,786 shares in Westgold, representing approximately 4.87% of the total issued share capital of Westgold as at the date of this announcement.

As the Disposal was conducted through the open market, the identity(ies) of the counterparty(ies) of the Disposal 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 the Disposal is/are Independent Third Parties.

CONSIDERATION

The consideration for the Disposal is A$15,750,000 (equivalent to approximately HK$86,122,000) (exclusive of transaction costs) and shall be fully settled in cash by the purchaser.

The consideration of the Disposal was determined by reference to the prevailing trading price of the shares of Westgold on the ASX at the time of the Disposal.

INFORMATION ON 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.

INFORMATION ON WESTGOLD

Westgold is a company limited by shares incorporated in Australia, the shares of which are listed on the ASX (Stock Code: WGX). The principal business activities of Westgold is the exploration, development and operation of gold mines.

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Based on the audited consolidated financial statements of Westgold, the consolidated net loss or profits before and after taxation from continuing operations and consolidated net loss or profit for the year for the financial years ended 30 June 2017 and 2018 and the consolidated net assets of Westgold as at 30 June 2017 and 2018 are as follows:

		For the year ended 30 June	For the year ended 30 June
	2018		2017
	A$’000	HK$’000	A$’000	HK$’000
Consolidated net (loss) profit
before taxation from
continuing operations	(54,460)	(315,971)	10,184	61,107
Consolidated net (loss) profit
after taxation from
continuing operations	(41,388)	(240,129)	5,670	34,021
Consolidated net (loss) profit
for the year	(1,171)	(6,794)	15,775	94,654
		As at 30 June
	2018		2017
	A$’000	HK$’000	A$’000	HK$’000
Consolidated net assets	405,816	2,354,504	299,636	1,797,891

Note: The translation of A$ into HK$ is based on the exchange rate of HK$6.00025 to A$1 and HK$5.8019 to A$1 as at 30 June 2017 and 30 June 2018 respectively.

FINANCIAL EFFECTS OF THE DISPOSAL

Based on the consideration of the Disposal of A$15,750,000 (equivalent to approximately HK$86,122,000) (exclusive of transaction costs) and the fair value of the shares in Westgold as at 30 June 2018, being the date to which the latest published audited consolidated financial statements of the Group were made up, it is expected that the Company will record a loss of approximately HK$10,652,000 from the Disposal after deducting the expenses attributable thereto in the current year income statement. The actual amount of gain or loss as a result of the Disposal to be recorded by the Company will be subject to the review and final audit by the auditors of the Company.

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REASONS FOR AND BENEFITS OF THE DISPOSAL

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. The Group will from time to time adjust its investment portfolio having considered, among other things, the prospect, trading price and volume of the shares of such investee company, and the timing of realising profits of its investment by disposing the Group’s shareholding in the investee company.

The selling price of A$1.75 per share represents a 98.9% increase from the closing price of Westgold at 31 December 2018 of A$0.88 per share. Having considered the recent rise in market trading price of Westgold, the Company considers that the Disposal is an attractive opportunity to realise part of its shareholding in Westgold.

The Company maintains its view that market for certain commodities are positive and considered that further investment in the sector should yield enhanced returns for the Company and its shareholders and is positive for long term development of the Group. The proceeds from the Disposal will enhance the Group’s financial resources in anticipation of any future business opportunities in the sector.

As the Disposal was traded at market price, the Directors (including the independent nonexecutive Directors) are of the view that the Disposal was 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 the Disposal exceeds 5% but is below 25%, the Disposal constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

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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;
“APAC Strategic Holdings”	APAC Resources Strategic Holdings Limited, a
	company incorporated in the British Virgin Islands with
	limited liability, and a wholly-owned subsidiary of the
	Company;
“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;
“Disposal”	the disposal of 9,000,000 shares in Westgold by
	APAC Strategic Holdings through on-market
	transactions conducted on the ASX on 4 June 2019
	for a consideration of A$15,750,000 (equivalent
	to approximately HK$86,122,000) (exclusive of
	transaction costs);
“Group”	the Company and its subsidiaries;
“HK$”	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);

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“Listing Rules”

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

“Stock Exchange” The Stock Exchange of Hong Kong Limited; “Westgold” Westgold Resources Limited, a company limited by shares incorporated in Australia, the shares of which are listed on the ASX (Stock Code: WGX); and “%” per cent.

Unless otherwise stated, amount in A$ have been translated into HK$ at the exchange rate on the date of the Disposal is of HK$5.46805 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 Andrew Ferguson Executive Director

Hong Kong, 4 June 2019

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, Mr. Robert Moyse Willcocks and Mr. Wang Hongqian

• For identification purpose only

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