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Persistence Gold Group Ltd M&A Activity 2025

Apr 22, 2025

50623_rns_2025-04-22_da6806ec-2487-4568-9a81-30861e9789e1.pdf

M&A Activity

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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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of APAC Resources Limited or shares of Dragon Mining Limited.

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APAC RESOURCES LIMITED

亞太資源有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

(Warrant Code: 2478)

ALLIED PROPERTIES RESOURCES LIMITED

(Incorporated in the British Virgin Islands with limited liability)

PRE-CONDITIONAL VOLUNTARY CASH OFFER BY MORTON SECURITIES LIMITED ON BEHALF OF ALLIED PROPERTIES RESOURCES LIMITED TO ACQUIRE ALL ISSUED SHARES OF DRAGON MINING LIMITED (OTHER THAN THOSE SHARES ALREADY OWNED BY THE OFFEROR)

DELAY IN DESPATCH OF OFFER DOCUMENT

Financial adviser to the Offeror

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禹銘授資管理有限公司

YU MING INVESTMENT MANAGEMENT LIMITED

Reference is made to the announcement (the "Joint Announcement") dated 1 April 2025 jointly issued by the Offeror, APAC and DML in relation to, among other things, the Offer. Capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement unless specified otherwise.


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DELAY IN DESPATCH OF OFFER DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Offer Document is required to be despatched to the DML Shareholders within twenty-one (21) days after the date of the Joint Announcement, i.e. on or before 22 April 2025, unless consent is granted by the Executive.

As additional time is required to fulfil the Pre-Conditions and to prepare and finalise the information to be included in the Offer Document, an application was made to the Executive for its consent to extend the latest date for the despatch of the Offer Document as required by Rule 8.2 of the Takeovers Code to 2 June 2025 (being the last day of the Two Month Australian Deadline), and the Executive has indicated that it is minded to grant such consent.

Further announcement(s) will be made by the Offeror and APAC when the Offer Document is despatched or in the event of any other changes to the expected timetable as and when appropriate in compliance with the Takeovers Code.

WARNING

The Offer is subject to the fulfilment or waiver (where applicable) of the Pre-Conditions and Conditions. Therefore, the Offer may or may not be made, and if made, may or may not become unconditional. Shareholders, and potential investors of DML and APAC are advised to exercise caution in dealing in the relevant securities of DML and/or APAC. If any shareholders or potential investors of DML and/or APAC are in any doubt about their position, they should consult their own professional advisers.

On behalf of the Board
Allied Properties Resources Limited
Andrew Ferguson
Director

On behalf of the Board
APAC Resources Limited
Andrew Ferguson
Executive Director

Hong Kong, 22 April 2025

As at the date of this announcement, the board of directors of APAC comprises Mr. Andrew Ferguson (Chief Executive Officer) as executive director; Mr. Arthur George Dew (Chairman) (Mr. Wong Tai Chun, Mark as his alternate), Mr. Lee Seng Hui and Ms. Lam Lin Chu as non-executive directors; and Dr. Wong Wing Kuen, Albert, Mr. Wang Hongqian and Mr. Kelvin Chau Kwok Wing as independent non-executive directors.

The directors of APAC 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 statement in this announcement misleading.


As at the date of this announcement, the directors of the Offeror are Mr. Andrew Ferguson, Mr. Wong Tai Chun, Mark and Mr. To Yung Kan.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to APAC, its associates and parties acting in concert with any of them (excluding the Offeror)) and confirms, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than opinions expressed by the directors of APAC) 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 statement in this announcement misleading.

  • For identification purposes only

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