Persistence Gold Group Ltd — Capital/Financing Update 2024

Oct 4, 2024

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.

This announcement is for information purpose only and does not constitute an invitation or offer to shareholders or any other persons to acquire, purchase or subscribe for securities of the Company.

==> picture [137 x 71] intentionally omitted <==

APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

PROPOSED BONUS ISSUE OF WARRANTS UNDER SPECIFIC MANDATE

THE PROPOSED BONUS ISSUE OF WARRANTS UNDER SPECIFIC MANDATE

The Board proposes, subject to the satisfaction of the conditions below, to make the Bonus Warrants Issue to the Qualifying Shareholders on the basis of one (1) Warrant for every five (5) Shares held on the Record Date.

The Warrants will be issued in registered form. Each Warrant will entitle the holder thereof to subscribe in cash for one (1) New Share at an initial subscription price of HK$1.00, subject to adjustments, upon exercise of the Warrant. The Warrants will be exercisable at any time from the date of issue of the Warrants to the last date falling three years thereafter, which is expected to be from Monday, 16 December 2024 to Wednesday, 15 December 2027 (both days inclusive). Conditions to the Bonus Warrants Issue will include, among others, (i) the passing at the SGM of the resolutions to approve the Bonus Warrants Issue and the Specific Mandate by the Shareholders by way of poll in accordance with the bye-laws of the Company and the Listing Rules; and (ii) the listing committee of the Stock Exchange granting the listing of, and permission to deal in, the Warrants and the New Shares and such approval and granting of permission not having been withdrawn or revoked.

1

RECORD DATE AND CLOSURE OF REGISTER OF MEMBERS

The Warrants to be issued under the Bonus Warrants Issue will only be issued to Qualifying Shareholders. In order to qualify for the Bonus Warrants Issue, a Shareholder must be registered as a member of the Company on the Record Date and not be a Non-Qualifying Shareholder. The register of members of the Company will be closed from Monday, 25 November 2024 to Thursday, 28 November 2024 (both days inclusive) for determining entitlements to the Bonus Warrants Issue. No transfer of Shares may be registered during the book closure period. The last day for dealing in Shares cum-entitlements to the Bonus Warrants Issue will be Wednesday, 20 November 2024.

GENERAL

A circular containing, amongst other things, further details of the Bonus Warrants Issue and the Specific Mandate and a notice of SGM is expected to be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

THE PROPOSED BONUS ISSUE OF WARRANTS

The Board proposes, subject to the satisfaction of the conditions below, to make the Bonus Warrants Issue to the Qualifying Shareholders on the basis of one (1) Warrant for every five (5) Shares held on the Record Date.

SPECIFIC MANDATE

The Warrants will be issued pursuant to the Specific Mandate to be sought at the SGM.

SHARES TO BE ISSUED UPON EXERCISE OF THE WARRANTS

Each Warrant will entitle the holder thereof to subscribe in cash for one (1) New Share. Based on 1,356,636,962 issued Shares as at the date of this announcement and assuming that no further Shares will be issued or repurchased by the Company from the date of this announcement up to the Record Date, the maximum number of Warrants to be issued will be 271,327,392 Warrants and upon the full exercise of the subscription rights attaching to the Warrants, a maximum of 271,327,392 New Shares (subject to adjustments) will be issued, representing 20% of the total number of shares in issue as at the date of this announcement and approximately 16.67% of the total number of shares in issue as enlarged by the New Shares to be issued upon the exercise of all Warrants. Based on the initial subscription price of HK$1.00 per New Share, the Company would receive the subscription monies totalling up to approximately HK$271.33 million.

As at the date of this announcement, the Company has no outstanding share options, warrants, convertible securities or similar rights entitling any person to subscribe for Shares prior to the Record Date. The Company has no intention to transfer treasury Shares (if any) upon exercise of the Warrants.

2

CONDITIONS TO THE BONUS WARRANTS ISSUE

Conditions to the Bonus Warrants Issue will include, among others, (i) the passing at the SGM of the resolutions to approve the Bonus Warrants Issue and the Specific Mandate by the Shareholders by way of poll in accordance with the bye-laws of the Company and the Listing Rules; and (ii) the listing committee of the Stock Exchange granting the listing of, and permission to deal in, the Warrants and the New Shares and such approval and granting of permission not having been withdrawn or revoked.

SUBSCRIPTION PRICE AND SUBSCRIPTION PERIOD

The Warrants will be issued in registered form and each Warrant will entitle the holder thereof to subscribe in cash for one (1) New Share at an initial subscription price of HK$1.00, subject to customary anti-dilutive adjustments in market transactions of this type in certain events, including, among other things, share consolidations, share subdivisions, capitalisation issues and capital distributions (provided that the New Shares to be issued on the exercise of the Warrants must not, when aggregated with all other equity securities which remain to be issued on exercise of any other subscription rights, exceed 20% of the number of issued Shares of the Company at the time such Warrants are issued), at any time from the date of issue of the Warrants to the last date falling three years thereafter, which is expected to be from Monday, 16 December 2024 to Wednesday, 15 December 2027 (both days inclusive).

The initial subscription price of HK$1.00 represents:

• (i) a discount of approximately 6.54% to the closing price per Share of HK$1.07 as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 4.03% to the average closing price per Share of approximately HK$1.042 as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day; and

• (iii) a discount of approximately 1.48% to the average closing price per Share of approximately HK$1.015 as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day.

The initial subscription price for the Warrants was determined with reference to the recent market price of the Shares. The Directors consider the terms of the Bonus Warrants Issue, including the initial subscription price thereof, to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

FRACTIONAL ENTITLEMENTS

Fractional entitlements to the Warrants (if any) will not be issued to the Qualifying Shareholders but will, where practicable, be aggregated and sold in the market for the benefit of the Company. The net proceeds of sale will be retained for the benefit of the Company.

3

OVERSEAS SHAREHOLDERS

The circular to be issued for the Bonus Warrants Issue and the Warrants to be issued will not be registered or filed under any securities legislation in any jurisdiction outside Hong Kong.

As at the date of this announcement, the Company has certain Overseas Shareholders whose registered addresses on the register of members of the Company are outside Hong Kong, including one in Australia, two in Germany, one in Switzerland and one in the United Kingdom.

In determining whether it would be necessary or expedient to exclude an Overseas Shareholder who is registered as a member of the Company on the Record Date, the Directors will make enquiry pursuant to Rule 13.36(2)(a) of the Listing Rules regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange of the relevant place in which such Overseas Shareholder is residing. If, the Directors are of the view that, after such enquiry and based on the relevant legal opinions obtained, the exclusion of such Overseas Shareholder is necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place, the Warrants will not be granted to such Overseas Shareholder.

In view of the above, Warrants which would otherwise be issued to the Non-Qualifying Shareholder(s) under the Bonus Warrants Issue will be sold in the market as soon as possible after the commencement of dealings in the Warrants, if a premium (net of expenses) can be obtained. Any net proceeds of sale, after deduction of expenses, will be distributed in Hong Kong dollars to such Non-Qualifying Shareholder(s) pro rata to their respective holdings of Shares on the Record Date. Remittance thereof will be posted to them, at their own risk, unless the amount falling to be distributed to such person(s) is less than HK$100, in which case it will be retained for the benefit of the Company.

All Overseas Shareholders should consult their professional advisers as to whether or not they are permitted to participate in the Bonus Warrants Issue or whether any government or other consents are required or other formalities need to be observed.

REASONS FOR THE BONUS WARRANTS ISSUE

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 Directors believe that the Bonus Warrants Issue will provide the Shareholders with an opportunity to participate in the growth of the Company. The Bonus Warrants Issue will also strengthen the equity base of the Company and increase the Company’s general working capital and the potential investments to be identified if and when the subscription rights attaching to the Warrants are exercised.

4

The Company intends to apply any subscription monies received as and when subscription rights are exercised for enhancing the Group’s capacity to further invest in companies involved in the resources sector and towards general working capital of the Group.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

The Company has not conducted any fund raising activities by issue of equity securities in the twelve months immediately before the date of this announcement.

LISTING

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Warrants and the New Shares. The New Shares will rank pari passu in all respects with the then existing issued Shares.

CERTIFICATES FOR THE WARRANTS AND BOARD LOT

Subject to the satisfaction of the condition to the Bonus Warrants Issue, it is expected that certificates for the Warrants will be posted on or before Monday, 16 December 2024 at the risk of the Qualifying Shareholders entitled thereto to their respective addresses shown on the register of members of the Company.

Dealings in the Warrants are expected to commence on the Stock Exchange on Tuesday, 17 December 2024. The Warrants are expected to be traded on the Stock Exchange in board lots of 12,000 Warrants.

RECORD DATE AND CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 25 November 2024 to Thursday, 28 November 2024 (both days inclusive) for determining entitlements to the Bonus Warrants Issue.

The last day for dealing in Shares cum-entitlements to the Bonus Warrants Issue will be Wednesday, 20 November 2024. In order to qualify for the Bonus Warrants Issue, all outstanding transfers of Share ownership, accompanied by the relevant share certificates, must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Friday, 22 November 2024.

5

EXPECTED TIMETABLE

The expected timetable for the Bonus Warrants Issue set out below is for indicative purposes only and has been prepared on the assumption that the condition of the Bonus Warrants Issue will be fulfilled. All times and dates in this announcement refer to Hong Kong local times and dates. The expected timetable is subject to change, and any changes will be announced in a separate announcement by the Company as and when appropriate.

The expected timetable for implementing the Bonus Warrants Issue is set forth below:

Latest time for lodging forms of transfer of Shares to qualify for attendance and voting at the SGM .............................................................................................................4:30 p.m. on Wednesday, 13 November 2024 Closure of register of members of the Company for the purpose of ascertaining the Shareholders’ rights to attend and vote at the SGM ................................................................Thursday, 14 November 2024 to Tuesday, 19 November 2024 (both days inclusive) Latest time for lodging proxy forms for the SGM .................................................... 10:10 a.m. on Sunday, 17 November 2024 Record date for determining the right to attend and vote at the SGM ...................................................................... Tuesday, 19 November 2024 SGM ........................................................................................................................ 10:10 a.m. on Tuesday, 19 November 2024 Announcement of the results of the SGM ..................................... Tuesday, 19 November 2024 Last day of dealings in Shares cum-entitlements to the Bonus Warrants Issue .................................................Wednesday, 20 November 2024 First day of dealings in Shares ex-entitlements to the Bonus Warrants Issue ................................................... Thursday, 21 November 2024 Latest time for lodging forms of transfer of Shares to ensure entitlement to the Bonus Warrants Issue ............................................................................................ 4:30 p.m. on Friday, 22 November 2024

6

Closure of register of members of the Company for the purpose of ascertaining the Shareholders’ rights to the Bonus Warrants Issue ................................................................Monday, 25 November 2024 to Thursday, 28 November 2024 (both days inclusive) Record Date ................................................................................Thursday, 28 November 2024 Despatch of the Warrant certificates by .........................................Monday, 16 December 2024

Commencement of dealings in the Warrants on the Stock Exchange ........................................................................................... 9:00 a.m. on Tuesday, 17 December 2024

GENERAL

A circular containing, among other things, further details of the Bonus Warrants Issue and the Specific Mandate and a notice of the SGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

DEFINITIONS

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

“Board”	the board of Directors;
“Bonus Warrants Issue”	the proposed bonus issue of Warrants by the Company to the
	Qualifying Shareholders on the basis of one (1) Warrant for
	every five (5) Shares held on the Record Date;
“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);
“Director(s)”	the director(s) 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;

7

“Last Trading Day” Friday, 4 October 2024, being the last trading day of the Shares as at the date of this announcement;

• “Listing Committee”

has the meaning ascribed to it under the Listing Rules;

• “Listing Rules”

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

• “New Share(s)”

• ordinary share(s) of HK$1.00 each in the share capital of the Company which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants;

• “Non-Qualifying Shareholder(s)”

• the Overseas Shareholder(s) whom the Directors, based on legal opinions to be obtained by the Company, are of the view that it would be necessary or expedient to exclude them from the Bonus Warrants Issue on account either of legal restrictions under the laws of the relevant jurisdiction or the requirements of the relevant regulatory body or stock exchange in that jurisdiction, if any;

• “Overseas Shareholder(s)”

• Shareholder(s) whose name(s) appear(s) on the register of members of the Company at the close of business on the Record Date and whose registered address(es) as shown on such register is/are outside Hong Kong;

• “Qualifying Shareholder(s)”

• the Shareholder(s), other than the Non-Qualifying Shareholders, whose name(s) appear(s) on the register of members of the Company at the close of business on the Record Date;

• “Record Date”

• Thursday, 28 November 2024, being the record date for ascertaining the entitlements of Shareholders to the Bonus Warrants Issue;

• “SGM”

• the special general meeting of the Company to be convened for the Shareholders to consider, and if thought fit, approve, among others, the Bonus Warrants Issue and the Specific Mandate;

• “Share(s)”

• ordinary share(s) of HK$1.00 each in the share capital of the Company;

• “Shareholder(s)”

• holder(s) of the Share(s);

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited;

8

“Specific Mandate” the specific mandate to be granted by the Shareholders to the Board at the SGM for the allotment and issue of the Warrants and the New Shares; “Warrant(s)” warrant(s) proposed to be issued by the Company to subscribe for New Shares at an initial subscription price of HK$1.00 per New Share, subject to adjustments; and

“%” per cent.

By Order of the Board APAC Resources Limited Andrew Ferguson Executive Director

Hong Kong, 4 October 2024

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

Executive Director

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 Ms. Lam Lin Chu

Independent Non-Executive Directors

Dr. Wong Wing Kuen, Albert, Mr. Wong Hongqian and Mr. Kelvin Chau Kwok Wing

• For identification purpose only

9