Persistence Gold Group Ltd — Proxy Solicitation & Information Statement 2024

Oct 31, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting of APAC Resources Limited (the “ Company ”) will be held at Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 19 November 2024 at 10:10 a.m. for the purpose of considering and, if thought fit, passing the following resolution(s):

ORDINARY RESOLUTION(S)

“ THAT

subject to and conditionally upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the Warrants (as hereinafter defined) and any new shares of the Company (the “ New Share(s) ”) which may fall to be issued pursuant to any exercise of subscription rights attaching to the Warrants, the directors of the Company (the “ Directors ”) be and are hereby:

• (a) authorised to create and issue up to 271,327,392 units of warrants (the “ Warrants ”) which shall be in registered form and shall be exercisable at any time between the first day of issue (which is expected to be on 16 December 2024) and 15 December 2027, both days inclusive, to subscribe for New Shares at an initial subscription price of HK$1.00 per New Share, subject to adjustments, on the terms and conditions set out in the draft Warrant instrument (the “ Warrant Instrument ”), a copy of which has been produced to the Meeting marked “A” and signed for the purpose of identification by the Chairman of the Meeting, and to issue the same by way of bonus to and among the persons who are registered as shareholders of the Company at the close of business on 28 November 2024 (the “ Record Date ”) on the basis of one (1) Warrant for every five (5) shares of the Company then held carrying the right to subscribe for one New Share (the “ Bonus Warrants Issue ”) provided that:

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• (i) in the case of persons whose registered addresses as shown in the register of members of the Company on the Record Date are in any places other than Hong Kong and the Directors are of the view that their exclusion from the issue of Warrants is necessary or expedient on account 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 or the likely costs and time involved in overseas compliance to be observed would outweigh the benefits which the Company and the shareholders as a whole would receive by issuing Warrants to any such overseas shareholders under the Bonus Warrants Issue, then the relevant Warrants shall not be issued to such persons but shall be aggregated and sold in the market and the net proceeds of sale, after deduction of expenses, distributed in Hong Kong dollars pro rata to such persons unless such amount falling to be distributed to any such person is less than HK$100 in which case such amount will be retained for the benefit of the Company; and

• (ii) no fractional entitlements to the Warrants shall be issued, but will be aggregated and sold for the benefit of the Company. The net proceeds of the sale will be retained for the benefit of the Company;

• (b) authorised the execution, delivery and performance of the said Warrant Instrument, certificates for the Warrants and all other documents, deeds and instruments under hand or, where necessary, under seal of the Company in accordance with the bye-laws of the Company as the Directors consider necessary or expedient to give effect to the Warrant Instrument and other transactions contemplated in this resolution, be and are hereby approved, ratified and confirmed;

• (c) granted a specific mandate to allot and issue up to a maximum of 271,327,392 new Shares upon exercise of the subscription rights attaching to the Warrants or any of them, provided that this specific mandate shall be in addition to, and shall not prejudice nor revoke any existing or such other general or specific mandates to issue shares of the Company which may have been granted to the Directors prior to the passing of this resolution;

• (d) authorised to take any action and execute such other documents as he/she considers necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the Bonus Warrants Issue and the transaction contemplated thereunder, including, without limitation, the allotment and issue of the New Shares under the specific mandate; and

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• (e) authorised to do all such acts and things as they consider necessary or expedient to give effect to the foregoing arrangements.”

For and on behalf of the Board APAC Resources Limited Andrew Ferguson Executive Director

Hong Kong, 1 November 2024

Notes:

1. Any member entitled to attend and vote at the meeting will be entitled to appoint a proxy or, if such member is a holder of two or more shares, proxies to attend and vote in such member’s stead. A proxy need not be a member of the Company but must attend the meeting in person to represent the appointing member.

2. To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, must be deposited at 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 less than 48 hours before the time appointed for holding the meeting or any adjournment or postponement thereof.

3. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the meeting convened or any adjournment or postponement thereof (as the case may be) and in such event the instrument appointing the proxy shall be deemed to be revoked.

4. Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

5. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Thursday, 14 November 2024 to Tuesday, 19 November 2024, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify to attend and vote at the meeting, all 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 Wednesday, 13 November 2024.

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As at the date of this notice, 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

• Ms. Lam Lin Chu

Independent Non-Executive Directors:

• Dr. Wong Wing Kuen, Albert

• Mr. Wang Hongqian

• Mr. Kelvin Chau Kwok Wing

• For identification purpose only

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