Persistence Gold Group Ltd — Proxy Solicitation & Information Statement 2008

Dec 11, 2008

APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104) (Warrant Code: 324)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of APAC Resources Limited (the “ Company ”) will be held at 7th Floor, Board Room, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Monday, 29 December 2008 at 11:00 a.m. for the purpose of considering and if thought fit, passing with or without amendments, the following resolution as ordinary resolution of the Company and no shareholder of the Company (the “ Shareholder ”) shall abstain from voting:

ORDINARY RESOLUTION

“ THAT the aggregated subscription of (a) 32,829,629 new shares in Mount Gibson Iron Limited (“ Mount Gibson ”) in respect of the Shareholding Commitment by the Company (through its wholly-owned subsidiaries); and (b) up to 82,900,000 new shares in Mount Gibson (which does not include the Shareholding Commitment) in respect of the Underwriting Commitment by APAC Resources Investments Limited, at an issue price of A$0.60 per share and an aggregate consideration of A$69,437,777 (assuming that the 82,900,000 new shares in Mount Gibson are all taken up by APAC Resources Investments Limited as the underwriter) (“ Aggregated Commitments ”) (the details of which are set out in the circular dated 12 December 2008 (the “ Circular ”) despatched by the Company to its shareholders, a copy of which has been produced to the Meeting marked “A” and initialled by the chairman of the Meeting for identification purpose), be and is hereby approved, and THAT the transactions contemplated under the Aggregated Commitments be and are hereby approved, and THAT the directors of the Company (the “ Directors ”) be and are hereby authorised to do such acts and execute such other documents with or without amendments and affix the common seal of the Company thereto (if required) as they may consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the Aggregated

• For identification purpose only

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Commitments and the transactions contemplated thereunder, and THAT any action taken by the Directors prior to the date of the Meeting in connection with the Aggregated Commitments and any other transactions contemplated thereunder and which was not inconsistent with any matter approved by this resolution be and is hereby approved, confirmed and ratified.

For the purpose of this ordinary resolution,

• (a) “ Rights Issue ” means the 1 for 5 renounceable rights issue to be conducted by Mount Gibson at an issue price of A$0.60, details of which are set out in the Circular;

• (b) “ Shareholding Commitment ” means the Company’s full entitlement (through its wholly-owned subsidiaries) under the Rights Issue in relation to those shares in Mount Gibson owned by the Company (through its wholly-owned subsidiaries) as at 2 November 2008, namely, 32,829,629 new shares in Mount Gibson to be subscribed for under the Rights Issue; and

• (c) “ Underwriting Commitment ” means the underwriting of up to 82,900,000 new shares in Mount Gibson (not taken up by shareholders of Mount Gibson in the Rights Issue, which does not include the Shareholding Commitment) under the underwriting agreement entered into between APAC Resources Investments Limited (as the underwriter), the Company (as the guarantor) and Mount Gibson on 20 November 2008 (a copy of which has been produced to the Meeting marked “B” and initialled by the chairman of the Meeting for identification purpose), in priority to any other underwriters to the Rights Issue by APAC Resources Investments Limited.”

By Order of the Board APAC RESOURCES LIMITED

Cao Zhong

Chairman

Hong Kong, 12 December 2008

Registered office: Head office and principal place of business in Clarendon House Hong Kong: 2 Church Street 32/F China Online Centre Hamilton HM11 333 Lockhart Road Bermuda Wanchai Hong Kong

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Notes:

• l. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more Shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf.

• To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be deposited at the branch share registrar of the Company, Tricor Secretaries Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

• The subscription of new shares in Mount Gibson in respect of the Shareholding Commitment is, in itself a discloseable transaction pursuant to Rule 14.06(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (“ Listing Rules ”) and does not require approval by Shareholders pursuant to Rule 14.33 of the Listing Rules. However, this subscription, when aggregated with the subscription of the new shares in Mount Gibson in respect of the Underwriting Commitment, will constitute a major transaction within the meaning of Rule 14.06(3) of the Listing Rules. Accordingly, The Stock Exchange of Hong Kong Limited has indicated that the subscription of new shares in Mount Gibson in respect of the Aggregated Commitments will be subject to the approval of the Shareholders at the Meeting in accordance with the requirements of Chapter 14 of the Listing Rules. No Shareholder will be required to abstain from voting at the Meeting. To this end, if Shareholders’ approval is not obtained in respect of the Aggregated Commitments, then the Company will proceed with the subscription of new shares in Mount Gibson in respect of the Shareholding Commitment only. If the Shareholding Commitment takes place prior to the Meeting, the Company shall proceed with subscription of the new shares in Mount Gibson in respect of the Shareholding Commitment on the basis that it is a discloseable transaction. Accordingly, the Shareholding Commitment and the Underwriting Commitment are not interconditional.

• The Company currently has Australian Foreign Investment Review Board (“ FIRB ”) approval due to expire on 8 January 2009 to increase its holding in Mount Gibson to 29%. The Underwriting Agreement provides that if a fresh FIRB approval is not received prior to the Underwriting Agreement becoming unconditional, APAC Resources Investments Limited (or its related body corporate) will proceed to underwrite the Underwriting Commitment on the basis of the existing FIRB approval, but if APAC Resources Investments Limited (or its related body corporate) cannot take up the Underwriting Commitment because it is unable to rely on existing FIRB approval, APAC Resources Investments Limited must use its best endeavours to arrange for a non-associated person that is not subject to any regulatory approval restrictions to subscribe for such quantity of shares in Mount Gibson for which APAC Resources Investments Limited is unable to subscribe due to FIRB restrictions.

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As at the date of this notice, the Directors are as follows:

Executive Directors:

• Mr. Cao Zhong (Chairman)

• Mr. Liu Yongshun (Chief Executive Officer)

• Mr. Zhou Luyong (Deputy Chief Executive Officer)

• Ms. Chong Sok Un

• Mr. Chen Zhaoqiang

• Mr. Yue Jialin

Independent Non-Executive Directors:

• Mr. Wong Wing Kuen, Albert

• Mr. Chang Chu Fai, Johnson Francis

• Mr. Alan Stephen Jones

• Mr. Robert Moyse Willcocks

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