Persistence Gold Group Ltd - Proxy Solicitation & Information Statement 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser immediately.

If you have sold or transferred all your shares in APAC Resources Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

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

A copy of this circular has been delivered to the Registrar of Companies in Hong Kong for registration pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kong take no responsibility as to the contents of this circular.

APAC RESOURCES LIMITED ��[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

(1) PROPOSED BONUS ISSUE OF WARRANTS UNDER SPECIFIC MANDATE

AND

(2) NOTICE OF SGM

A letter from the Board is set out on pages 6 to 16 of this circular and a summary of the principal terms of the Warrants is set out on pages 17 to 37 of this circular.

A notice convening the SGM of APAC Resources Limited to 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. is set out on pages 38 to 41 of this circular. Whether or not you are able to attend the said meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to 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 as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment or postponement thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment or postponement thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.

1 November 2024

For identification purpose only

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – SUMMARY OF THE TERMS OF THE WARRANTS . . . . . . . . . . . .	17
APPENDIX II – NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . .	38

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

‘‘Announcement’’

the announcement of the Company dated 4 October 2024 in relation to the Bonus Warrants Issue;

‘‘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;

‘‘business day(s)’’

a day (excluding Saturday, Sunday, public holiday and any day on which ‘‘extreme conditions’’ caused by super typhoons is announced by the Government of Hong Kong or a tropical cyclone warning signal no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a ‘‘black’’ rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for business throughout their normal business hours;

‘‘CCASS’’
the Central Clearing and Settlement System established and operated by HKSCC;
‘‘Company’’

APAC Resources Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange (Stock Code: 1104);

‘‘Controlling Shareholder(s)’’ has the meaning ascribed to it under the Listing Rules;
‘‘Director(s)’’ the director(s) of the Company;
‘‘Group’’ the Company and its subsidiaries;
‘‘HKSCC’’

the Hong Kong Securities Clearing Company Limited;

‘‘HK$’’
Hong Kong dollars, the lawful currency of Hong Kong;
‘‘Hong Kong’’

Hong Kong Special Administrative Region of the People’s Republic of China;

– 1 –

DEFINITIONS

‘‘Instrument’’
‘‘Latest Practicable Date’’
‘‘Listing Committee’’
‘‘Listing Rules’’
‘‘New Share(s)’’
‘‘Non-Qualifying Shareholder(s)’’
‘‘Overseas Shareholder(s)’’
‘‘Qualifying Shareholder(s)’’
‘‘Record Date’’
‘‘SGM’’
the deed poll to be executed by the Company creating and constituting the Warrants;
25 October 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

has the meaning ascribed to it under the Listing Rules;

the Rules Governing the Listing of Securities on the Stock Exchange;
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;
the Overseas Shareholder(s) whom the Directors, based on legal opinions 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;
the 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;
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;
Thursday, 28 November 2024, being the record date for ascertaining the entitlements of Shareholders to the Bonus Warrants Issue;

the special general meeting of the Company to 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. or any adjournment or postponement thereof;

– 2 –

DEFINITIONS

‘‘SGM Notice’’

the notice convening the SGM as set out in Appendix II to this circular;

‘‘Share(s)’’ ordinary share(s) of HK$1.00 each in the share capital of the Company;
‘‘Shareholder(s)’’ the holder(s) of the Share(s);
‘‘Specific Mandate’’

the specific mandate to be approved by the Shareholders at the SGM in relation to the Bonus Warrants Issue which authorises the Directors to allot, issue and deal with the New Shares upon exercise of the subscription rights attaching to the Warrants;

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;
‘‘Warrant(s)’’

warrant(s) proposed to be issued by the Company conferring rights on the holder(s) thereof to subscribe for the New Share(s) at an initial subscription price of HK$1.00 per New Share payable on exercise of the subscription rights attaching to the Warrants, subject to adjustment; and

‘‘%’’ per cent.

– 3 –

EXPECTED TIMETABLE

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 approving the Bonus Warrants Issue . . . . . . . . . . . . . . . . . . . . . . . . . 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 of the Bonus Warrants Issue . . . . . . . . . . . no later than 4:30 p.m. on
Friday, 22 November 2024
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

– 4 –

EXPECTED TIMETABLE

Commencement of dealings in the Warrants on the

Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 17 December 2024

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

– 5 –

LETTER FROM THE BOARD

APAC RESOURCES LIMITED ��[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

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

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and

principal place of business: Room 2304, 23rd Floor Allied Kajima Building 138 Gloucester Road Wanchai, Hong Kong

1 November 2024

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED BONUS ISSUE OF WARRANTS UNDER SPECIFIC MANDATE AND

(2) NOTICE OF SGM

INTRODUCTION

Reference is made to the Announcement of the Company dated 4 October 2024. The Board proposed, subject to the satisfaction of the condition 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.

For identification purpose only

– 6 –

LETTER FROM THE BOARD

The purpose of this circular is to set out further information in relation to the Bonus Warrants Issue. A summary of the principal terms of the Warrants, including circumstances in which the subscription price for the Warrants may be adjusted, is set out in Appendix I on pages 17 to 37 of this circular.

PROPOSED BONUS ISSUE OF WARRANTS

Basis of Bonus Warrants Issue

The Board proposed, subject to the satisfaction of the condition 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.

Condition to the Bonus Warrants Issue

The Bonus Warrants Issue will be conditional upon, among other things, the following conditions:

(a) the passing by the Shareholders at the SGM of the necessary resolution(s) to approve the creation and the issue of the Warrants and the issue of any New Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants and any transactions contemplated thereunder; and
(b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Warrants and any New Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants.

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 as set out in Appendix I to this circular, including 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 or transferred out of treasury by the Company on exercise of any other subscription rights, if all such rights were immediately exercised, whether or not such exercise is permissible, exceed 20% of the number of issued Shares (excluding treasury 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 up to and until 4:00 p.m. on Wednesday, 15 December 2027 (both days inclusive).

– 7 –

LETTER FROM THE BOARD

The initial subscription price of HK$1.00 per New Share 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 4 October 2024 (being the last trading day of the Shares as at the date of the Announcement);
(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 4 October 2024;
(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 4 October 2024; and
(iv) a discount of approximately 7.41% to the closing price per Share of HK$1.08 as quoted on the Stock Exchange on the Latest Practicable Date.

The initial subscription price of HK$1.00 per New Share was determined with reference to the closing prices per Share ranging from HK$0.97 to HK$1.07 as quoted on the Stock Exchange for the last ten trading days up to and including 4 October 2024. In view of the current market conditions, including the closing prices and liquidity of Shares, the initial subscription price set at a discount to the market price was considered necessary and appropriate to attract Warrant holders to exercise the Warrants. Given that (i) the Bonus Warrants Issue are offered to all Shareholders and each Warrant holder is entitled to exercise the Warrant at the same price in proportion to their respective shareholdings in the Company held on the Record Date; (ii) the initial subscription price is at a discount to the recent closing prices of the Shares with a view to encouraging the Warrant holders to exercise the Warrants; and (iii) the proceeds from the Bonus Warrant Issue may provide the Group with funds towards general working capital of the Group, 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.

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 Latest Practicable Date and assuming that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date up to the Record Date, the maximum number of non-renounceable Warrants to be issued will be 271,327,392 Warrants and upon the full exercise of the subscription rights attaching to the Warrants at the initial subscription price of HK$1.00 per New Share (subject to adjustments), a maximum of 271,327,392 New Shares will be issued, representing 20% of the total number of Shares in issue as at the Latest Practicable Date 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 totaling up to approximately HK$271.33 million. The New Shares to be issued upon exercise of the subscription rights attaching to the Warrants will rank pari passu in all respects with the existing Shares in issue of the Company.

– 8 –

LETTER FROM THE BOARD

Specific Mandate

The Warrants and any New Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants will be issued pursuant to the Specific Mandate to be sought from the Shareholders at the SGM.

As at the Latest Practicable Date and based on the information then available, 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, and was not aware of any intention of the Shareholders (including the Controlling Shareholders) to exercise the subscription rights attaching to the Warrants.

Effects on the shareholding structure of the Company

Set out below is the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) immediately after the Bonus Warrants Issue assuming the subscription rights attaching to the Warrants are fully exercised; and (iii) immediately after the Bonus Warrants Issue assuming the subscription rights attaching to the Warrants are only exercised by the Controlling Shareholders:

Controlling Shareholders – Allied Group Limited (‘‘AGL’’) – Lee and Lee Trust Other Shareholders Total	As at the Latest Number of issued Shares 615,497,629 (Note 1) 615,497,629 (Note 2) 741,139,333 1,356,636,962	Practicable Date Approximate shareholding (%) 45.37 45.37 54.63 100.00	Immediately after the Bonus Warrants Issue assuming the subscription rights attaching to the Warrants are fully exercised Number of issued Shares Approximate shareholding (%) 738,597,154 45.37 738,597,154 45.37 889,367,199 54.63 1,627,964,353 100.00	Immediately after the Bonus Warrants Issue assuming the subscription rights attaching to the Warrants are only exercised by the Controlling Shareholders Number of issued Shares Approximate shareholding (%) 738,597,154 49.91 738,597,154 49.91 741,139,333 50.09 1,479,736,487 100.00	Immediately after the Bonus Warrants Issue assuming the subscription rights attaching to the Warrants are only exercised by the Controlling Shareholders Number of issued Shares Approximate shareholding (%) 738,597,154 49.91 738,597,154 49.91 741,139,333 50.09 1,479,736,487 100.00
					100.00

Notes:

These shares are held by Allied Properties Investments (1) Company Limited (‘‘API(1)’’), a wholly-owned subsidiary of Allied Properties Overseas Limited which in turn is a wholly-owned subsidiary of Allied Properties (H.K.) Limited (‘‘APL’’). AGL directly and indirectly (through Capscore Limited, Citiwealth Investment Limited and Sunhill Investments Limited, all being direct wholly-owned subsidiaries of AGL) owns in aggregate 100% of the total number of issued shares of APL. AGL is therefore deemed to have an interest in the Shares in which API(1) is interested.
This represents the same interests of AGL in 615,497,629 Shares. Mr. Lee Seng Hui, Director, together with Ms. Lee Su Hwei and Mr. Lee Seng Huang are the trustees of Lee and Lee Trust, being a discretionary trust. The Lee and Lee Trust controls approximately 74.99% of the total number of issued shares of AGL (inclusive of Mr. Lee Seng Hui’s personal interests) and is therefore deemed to have an interest in the Shares in which AGL is interested through API(1).

– 9 –

LETTER FROM THE BOARD

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.

Overseas Shareholders

This circular 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 Latest Practicable Date, the Company had 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. The Shares held by such Overseas Shareholders represented approximately 0.0002% of the total number of issued Shares as at the Latest Practicable Date.

The Directors have made enquiries 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 in that place in which such Overseas Shareholders are residing.

Taking into account the foreign legal opinions as at the Latest Practicable Date provided by the legal advisers where such Overseas Shareholders are based, the Directors are of the view that it is expedient to extend the Bonus Warrants Issue to the Overseas Shareholders with registered addresses in Australia, Germany, Switzerland and the United Kingdom and regard them as Qualifying Shareholders as there are no specific legal restrictions and/or regulatory requirements applicable in such jurisdictions in terms of offering the Warrants. However, if because of changes in laws or other circumstances after the Latest Practicable Date, the Directors consider that 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, it may be necessary and expedient not to issue the Warrants to such Overseas Shareholders under the Bonus Warrants Issue. In the event this occurs, the Company will make further announcement(s) to update the Overseas Shareholders accordingly.

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 any such person(s) is less than HK$100, in which case it will be retained for the benefit of the Company. For the avoidance of doubt, as at the Latest Practicable Date, there is no Non-Qualifying Shareholder(s).

– 10 –

LETTER FROM THE BOARD

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. No Shareholder receiving a copy of this circular in any territory outside Hong Kong may treat the same as an invitation to subscribe for Share(s) unless in the relevant territory such invitation could lawfully be made to him/her/it without the Company having to comply with any registration or other legal requirements, governmental or regulatory procedures or any other similar formalities. It is the responsibility of any Overseas Shareholder who wishes to receive Warrants and/or New Shares under the Bonus Warrants Issue to comply with the laws of the relevant jurisdictions including procedures or any other similar formalities or any restrictions on the resale of the Warrants or New Shares which may apply outside Hong Kong.

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.

In 2021, the Board resolved to expand its investment portfolios under the resource investment segment to include all categories of natural resources, including but not limited to energy, renewables and mining, and through investments in natural resource companies with large market capitalisation, in order to capture profitable investment opportunities in anticipation of a strong rebound of the global equity markets, and the post pandemic global economic recovery. The Directors believed that such strategic expansion would lay a good foundation for the future growth of the Group and enhance return to the Shareholders.

For the year ended 30 June 2024, the Group reported a net profit attributable to the Shareholders of HK$390,031,000. This profit was mostly driven by the resource investment division, where it generated a segment profit of HK$403,722,000. The strong performance of the resource investment segment demonstrates the results of the Group’s abovementioned strategic move.

In considering the most suitable form of raising funds, the Directors considered the features of the Warrants that would provide the Shareholders with an opportunity to capture the potential gain along with the growth of the Company upon exercising the subscription rights attaching to the Warrants, the Shareholders who do not wish to participate in such fund raising of the Company can dispose of their Warrants in the market, and that the Bonus Warrants Issue will also strengthen the equity base of the Company, and thereby increase the Company’s capacity to further invest in companies involved in the natural resources sector and general working capital if and when the subscription rights attaching to the Warrants are exercised by the Shareholders or the transferee(s) of the Warrants, the Board considered that the Bonus Warrants Issue is in the interests of the Company and the Shareholders as a whole.

– 11 –

LETTER FROM THE BOARD

In addition, as the Warrants will be exercisable at any time during the subscription period which lasts for three years and the listing of the Warrants would enable the Shareholders to realise the value of the Warrants during its term, the Board considers that the Bonus Warrants Issue would afford the Shareholders with more flexibility in managing their own investment portfolios under different market conditions. The Directors are of the view that although the amount of capital to be raised and timing of raising the proceeds through the Bonus Warrants Issue during the subscription period of the Warrants are uncertain, it is preferred to finance the Group’s long-term growth by long-term financing in the form of equity which will not incur finance costs and enable the Group to maintain a strong cash position for the business of the Group. However, in the event that the subscription rights attaching to the Warrants are not fully exercised, the Group will utilise the proceeds in proportion towards further investment in companies involved in the natural resources sector and general working capital of the Group as disclosed below. Nevertheless, it is expected that the Group’s long-term business plans will be carried out in a flexible manner based on the available resources at the relevant time.

Other than the Bonus Warrants Issue, the Company intends to further expand its investment portfolio by investing in companies involved in the natural resources sector by means of its internal resources and external financing, including bank and other borrowings. The Directors have considered factors including the timing of the funding needs, the amount of the fund needed and the possible dilution effect on the shareholding interests of the Shareholders and explored other alternative means of fund raising, including (i) placing of new Shares; and (ii) rights issue but were not adopted for the reasons set out below.

(i) Placing of new Shares

The Directors are of the view that raising funds by way of placing of new Shares would result in dilution of the equity interests of the existing Shareholders who cannot participate in the placing.

(ii) Rights issue

The Directors are of the view that though both Bonus Warrants Issue and the rights issue will allow the Shareholders to (i) maintain their respective pro-rata shareholding by exercising the subscription rights attaching to the Warrants or through their participation in rights issue; (ii) increase their respective interests in the shareholding of the Company by acquiring additional Warrants or rights entitlement in the open market (subject to the availability); and (iii) reduce their respective interests in the shareholding of the Company by disposing of their Warrants or rights entitlement in the open market (subject to the market demand), the Bonus Warrants Issue provides more flexibility to the Shareholders, allowing the Shareholders to exercise the subscription rights attaching to the Warrants at any time within the three years subscription period at the discretion of the Shareholders while the rights issue cannot.

– 12 –

LETTER FROM THE BOARD

The Directors believe that the Bonus Warrants Issue can (i) offer equal opportunity to all Shareholders to subscribe for their pro-rata entitlement to the New Shares and hence avoids dilution; (ii) provide the Shareholders with the flexibility to elect within the three years subscription period whether to acquire or dispose of Warrants in the open market (subject to the availability) or exercise the subscription rights attaching thereto at their discretion, and thereby enjoy potential capital gain; and (iii) strengthen the capital base, cash position and liquidity of the Company without incurring any interest costs to support the operation and further development of our resource investment segment if and when the subscription rights attaching to the Warrants are exercised.

The Company intends to apply any subscription monies received as and when subscription rights are exercised (i) for enhancing the Group’s capacity to further invest in companies involved in the natural resources sector; and (ii) towards general working capital of the Group. Priority will be given to enhancing the Group’s capacity to further invest in companies involved in the natural resources sector, where approximately 85% of the subscription monies received will be used and approximately the remaining 15% will be used towards general working capital of the Group.

The subscription monies are expected to be utilised up to 31 December 2028. The expected timeline of full utilisation is based on the Directors’ best estimation, and would be subject to change based on the future development of market conditions. The Company will publish further announcement if there is any change of the expected timeline or intended use of proceeds from the Bonus Warrants Issue.

Fund raising activities of the Company

The Company has not conducted any fund raising activities by issue of equity securities in the twelve (12) months immediately before the date of the Announcement and the Latest Practicable Date.

As at the Latest Practicable Date, save for the Bonus Warrants Issue, the Company has no current intention to conduct other equity fundraising activities in the next twelve (12) months.

Certificates for the Warrants

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. In the case of joint shareholdings, the certificates for the Warrants will be posted to the address of the Shareholder first named in the register of members of the Company in respect of such joint shareholdings.

– 13 –

LETTER FROM THE BOARD

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. No transfer of Shares will 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. 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.

Application for listing, dealings and settlement

An application has been made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Warrants and the New Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants. No part of the equity or debt securities of the Company is listed on or dealt in on any other stock exchange and no such listing of, or permission to deal, is being or is proposed to be sought.

Subject to the granting of the listing of, and permission to deal in, the Warrants and the New Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants on the Stock Exchange, and subject to the compliance with the stock admission requirements of HKSCC, the Warrants and the New Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of their dealings on the Stock Exchange or such other dates as determined by HKSCC.

Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

It is envisaged that, at the time of the listing of the Warrants and the New Shares, there will be at least 300 Shareholders in compliance with Rule 8.08(2) of the Listing Rules, and the expected market capitalisation shall be at least HK$10,000,000 in compliance with Rule 8.09(4) of the Listing Rules.

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.

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LETTER FROM THE BOARD

Investors should seek the advice of their stockbroker(s) or other professional adviser(s) for details of settlement arrangements for the Warrants and the New Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants and how such arrangements affect their rights and interests.

Taxation

Dealings in the Warrants and the New Shares which may fall to be issued upon exercise of the subscription rights attaching to the Warrants may be subject to the payment of stamp duty, Stock Exchange trading fee, transaction levy, or any other applicable fees and charges in Hong Kong.

The Qualifying Shareholders are recommended to consult their professional advisers if they are in any doubt as to the taxation implications of holdings or disposal of, dealing in or exercising, the Warrants and the subscription rights attaching thereto, and as regards the NonQualifying Shareholders, their receipt of the net proceeds of sale of the Warrants otherwise falling to be issued to them under the Bonus Warrants Issue. It is emphasised that none of the Company, its Directors or any other parties involved in the Bonus Warrants Issue accepts responsibility for any tax implication or liabilities of the Shareholders or the holders of the Warrants resulting from the purchase, holding or disposal of, or dealing in, the New Shares or the Warrants or exercise of the subscription rights attaching to the Warrants.

DIRECTORS’ RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

SGM

To the best of the knowledge and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the resolution(s) that he/she/it shall abstain from voting at the SGM on the resolution(s) to approve the Bonus Warrants Issue and Specific Mandate.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, there was (i) no voting trust or other agreement or arrangement or understanding entered into or binding upon any Shareholders; and (ii) no obligation or entitlement of any Shareholder as at the Latest Practicable Date, whereby it has or may have temporarily or permanently passed control over the exercise of the voting right in respect of its Shares to a third party, either generally or on a case-by-case basis.

– 15 –

LETTER FROM THE BOARD

The SGM Notice is set out in Appendix II to this circular. At the SGM, ordinary resolution(s) will be proposed to approve the Bonus Warrants Issue and the Specific Mandate. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all resolution(s) to be proposed at the SGM as set out in the SGM Notice shall be voted by poll. An announcement on the results of the vote by poll will be made by the Company after the SGM in the manner prescribed under Rules 13.39(5) and 13.39(5A) of the Listing Rules. A form of proxy for the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to 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 as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment or postponement thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the SGM or any adjournment or postponement thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.

RECOMMENDATION

The Directors consider that the proposed ordinary resolution(s) for approval of the Bonus Warrants Issue and the Specific Mandate are fair and reasonable and are in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of all the resolution(s) to be proposed at the SGM.

FURTHER INFORMATION

Your attention is also drawn to the summary of the principal terms of the Warrants in Appendix I and the notice of SGM in Appendix II to this circular.

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

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SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

The Warrants will be issued subject to and with benefit of the Instrument and they will be issued in registered form and will form one class and rank pari passu in all respects with each other.

The principal terms and conditions of the Warrants will be set out in the Warrant Certificates and will include provisions to the effect set out below. Warrantholders will be entitled to the benefit of, be bound by, and be deemed to have notice of all such terms and conditions of the Instrument, a copy of which will be available for inspection by the Shareholders during normal business hours throughout the Subscription Period at the principal office of the Registrar for the time being in Hong Kong or at such other place as may be notified to the Shareholders from time to time.

1. DEFINITIONS

In this Appendix, unless otherwise stipulated or defined in the Circular, the following expressions shall have the following meanings:

‘‘approved merchant bank’’
an independent reputable merchant bank or other reputable financial institution selected by the Directors;
‘‘Capital Distribution’’

distributions in cash or specie, and any dividend or distribution charged or provided for in the accounts for any financial period (whenever paid and however described) be deemed to be a capital distribution, provided that any such dividend shall not automatically be so deemed if (i) it is paid out of the aggregate of the net profits (less losses) or contributed surplus, or both, attributable to the holders of Shares for all financial periods after that ended 30 June 2024 as shown in the audited consolidated profit and loss account of the Company and its subsidiaries for each such financial period; or (ii) to the extent that (i) above does not apply, the rate of that dividend, together with all other dividends on the class of capital in question charged or provided for in the accounts for the financial period in question, does not exceed the aggregate rate of dividend on such class of capital charged or provided for in the accounts for the last preceding financial period. In computing such rates, such adjustments may be made as are in the opinion of the auditors of the company appropriate in the circumstances and shall be made in the event that the lengths of such periods differ materially;

‘‘Exercise Moneys’’

in relation to any Warrant, the amount in cash payable in respect of the New Shares for which the Warrantholder of such Warrant is entitled to subscribe upon the exercise of the Subscription Rights represented thereby;

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SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

‘‘Register’’
‘‘Registrar’’
‘‘Share Option Scheme’’
‘‘Subscription Date’’
‘‘Subscription Period’’

the register of Warrantholders;

Tricor Secretaries Limited of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or such other person, firm or company as for the time being maintains in Hong Kong (unless the Directors otherwise determine) the Register and the register of members of the Company;

any scheme or arrangement approved by the Shareholders in general meeting under which Shares or securities convertible into or exchangeable for or carrying rights of subscription for Shares may be issued, or options or other rights to acquire any Shares or any such securities by way of subscription or otherwise may be granted, by the Company or any of its subsidiaries to employees including executive directors of the Company or any of its subsidiaries;
in relation to any Warrant, the close of business on any business day falling during the Subscription Period on which any of the Subscription Rights represented by such Warrant are duly exercised by delivery of the relative Warrant Certificate to the Registrar with the subscription form duly completed, together with a remittance for the Exercise Moneys or (in the case of a partial exercise) the relevant portion thereof, and otherwise in accordance with the terms and conditions of the Warrants, provided that if such Subscription Rights are exercised during a period in which the register or branch register of members of the Company maintained in the territory in which the stock exchange for the time being is situate is closed the Subscription Date in relation to such exercise shall be the close of business on the next following business day on which such register or branch register is open; the period of three years from Monday, 16 December 2024 up to and until 4:00 p.m. on Wednesday, 15 December 2027 (both days inclusive);

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APPENDIX I

SUMMARY OF THE TERMS OF THE WARRANTS

‘‘Subscription Price’’
in relation to each New Share, the sum payable in respect of such New Share to which the registered holder of each Warrant shall be entitled to subscribe upon exercise of the Subscription Rights represented thereby, being HK$1.00 initially as at the date of issue of the Warrants or such adjusted price as may for the time being be applicable in accordance with the terms of the Instrument and, in relation to more than one New Share, the aggregate of the sums payable as aforesaid in respect of all the relevant New Shares;
‘‘Subscription Right Reserve’’
a reserve the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional New Shares required to be issued and allotted credited as fully paid up on the exercise in full of all the Subscription Rights outstanding (and any other subscription rights outstanding in respect of Shares under other subscription warrants) and shall, apply the Subscription Right Reserve in paying up in full such additional New Shares as and when the same are allotted;
‘‘Subscription Rights’’
the rights of the Warrantholders represented by the Warrants to subscribe for New Shares at the Subscription Price upon and subject to the conditions endorsed in the Warrant Certificate;
‘‘total Effective Consideration’’
the aggregate consideration receivable by the issuer of such securities for the issue thereof plus the additional minimum consideration (if any) to be received by such issuer and/or the Company (if not the issuer) upon (and assuming) the full conversion or exchange thereof or the exercise in full of the subscription rights attaching thereto;
‘‘Warrant Certificate(s)’’
the certificate(s) (in registered form) to be issued in respect of the Warrants; and
‘‘Warrantholder(s)’’
in relation to any Warrant, the person or persons who is or are for the time being registered in the Register as the holder or joint holders of such Warrant.

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SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

EXERCISE OF SUBSCRIPTION RIGHTS
(A) The registered holder for the time being of a Warrant will have the Subscription Rights for each unit of the Warrants to subscribe in cash the whole or part (in integral multiples of HK$1.00) of the amount in respect of which the Warrant is issued for fully paid New Shares at an initial Subscription Price of HK$1.00 per New Share (subject to the adjustments referred to below). The Subscription Rights attaching to the Warrants may be exercised during the Subscription Period, being the period of three years from the date of issue of the Warrants which is expected to be Monday, 16 December 2024 up to and until 4:00 p.m. on Wednesday, 15 December 2027 (both days inclusive). Any Subscription Rights which have not been exercised upon the expiry of the Subscription Period shall lapse and thereupon the relevant Warrants and Warrant Certificates will cease to be valid for any purpose whatsoever. Reference in this summary to ‘‘Shares’’ are to the existing Shares of the Company and all other (if any) Shares from time to time and for the time being ranking pari passu therewith.
(B) Each Warrant Certificate will contain a subscription form. In order to exercise his/her/its Subscription Rights, a Warrantholder must complete and sign the subscription form (which shall be irrevocable) and deliver the same and the Warrant Certificate to the Registrar, together with a remittance for the Exercise Moneys (or in the case of a partial exercise, the relevant portion of the Exercise Moneys), being the amount of the total of the Subscription Price for the New Shares in respect of which the Warrantholder is exercising his/her/its Subscription Rights. In each case compliance must also be made with any exchange control, fiscal or other laws or regulations for the time being applicable. Where the Subscription Rights represented by the Warrant Certificate and any one or more other Warrant Certificates are exercised on the same Subscription Date by the same Warrantholder, the Exercise Moneys shall be aggregated. Any Exercise Moneys (so aggregated if relevant) shall (if not in whole number of cents) be rounded to the nearest one cent.
(C) The number of New Shares to be allotted on exercise of the Subscription Rights shall be calculated by dividing the amount specified in the relevant subscription form and duly remitted as aforesaid by the Subscription Price applicable on the Subscription Date. No fraction of a New Share will be allotted but any balance representing fractions of the Exercise Moneys paid on the exercise of the Subscription Rights shall be paid by the Company to the Warrantholder and such balance shall be rounded to the nearest one cent, provided always that if the Subscription Rights comprised in two or more Warrant Certificates are exercised on the same Subscription Date by the same Warrantholder then, for the purpose of determining whether any (and if so, what) fraction of a New Share arises, the Subscription Rights represented by such Warrant Certificates shall be aggregated.

– 20 –

APPENDIX I

SUMMARY OF THE TERMS OF THE WARRANTS

(D) The Company has undertaken in the Instrument that any New Shares falling to be issued upon the exercise of the Subscription Rights will be issued and allotted, subject to any shorter period as prescribed or required by the Stock Exchange from time to time, not later than twenty eight (28) days after the relevant Subscription Date and, taking account of any adjustment of the Subscription Price which may have been made pursuant to the Instrument, will rank pari passu in all respects with the Shares in issue on the date that the name of the Warrantholder who has exercised the Subscription Right is entered on the register of members of the Company (the ‘‘Registration Date’’) and will accordingly entitle the holders to participate in all dividends or other distributions paid or made on the Registration Date and other than any dividend or other distributions previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Registration Date and notice of the amount and record date for which shall have been given to the Stock Exchange prior to the Registration Date.
(E) As soon as practicable after the relevant allotment of New Shares (and, subject to any shorter period as prescribed by the Stock Exchange from time to time, not later than twenty eight (28) days after the relevant Subscription Date) there will be issued free of charge to the Warrantholder(s) to whom such allotment has been made upon his exercise of any Subscription Rights:
(i) a certificate (or certificates) for the relevant New Shares in the name of such Warrantholder;
(ii) (if applicable) a balancing Warrant Certificate in registered form in the name(s) of such Warrantholder(s) in respect of any Subscription Rights remaining unexercised;
(iii) (if applicable) a cheque representing fractions of the Exercise Moneys in respect of the Warrantholder’s fractional entitlement to New Shares; and
(iv) (if applicable) a certificate in registered form evidencing the right of the exercising Warrantholder(s) to the allotment of an additional nominal amount of capital of the Company pursuant to the Instrument.

The certificate(s) for New Shares arising on the exercise of Subscription Rights, the balancing Warrant Certificate (if any), the cheque representing fractions of the Exercise Moneys in respect of the Warrantholder’s fractional entitlement to New Shares (if any), and the certificate in registered form evidencing the right of the exercising Warrantholder(s) to the allotment of an additional nominal amount of capital of the Company pursuant to the Instrument (if any) will be sent by post at the risk of such Warrantholder(s) to the address of such Warrantholder(s) (or, in the case of a joint holding, to that one of the joint Warrantholders whose name stands first in the Register). If the Company agrees, such certificates and cheques may by prior arrangement be retained by the Registrar to await collection by the relevant Warrantholder(s).

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SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

3. ADJUSTMENTS OF SUBSCRIPTION PRICE

The Instrument contains detailed provisions relating to the adjustment of the Subscription Price. The following is a summary of, and is subject to, the adjustment provisions of the Instrument:

(A) The Subscription Price shall (except as mentioned in sub-paragraphs (B) and (C) below) be adjusted as provided in the Instrument in each of the following cases (but shall however not be adjusted below the nominal value of the Shares until the Subscription Right Reserve (as defined in the Instrument) is maintained pursuant to the Instrument):

(i) Alteration to Nominal Value

If and whenever there shall be an alteration to the nominal amount of each Share by reason of any consolidation or subdivision, the Subscription Price in force immediately prior thereto shall be adjusted by multiplying it by the following fraction:

where:

A = the nominal amount of one Share immediately after such alteration; and

B = the nominal amount of one Share immediately before such alteration.

Each such adjustment shall be effective from the close of business on the business day immediately preceding the date on which the relevant consolidation or subdivision (as the case may be) becomes effective, provided that, where the Subscription Date in respect of a particular exercise of any of the Subscription Rights attaching to a Warrant shall fall on or before the said business day but the Company shall not by the close of business on the said business day have allotted the relative Shares in accordance with its obligations hereunder, such adjustment shall, for the purpose of determining the number of Shares to be allotted to the Warrantholder exercising the said Subscription Rights, be deemed to have become effective before such Subscription Date.

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SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

(ii) Issue by way of Capitalisation of Profits or Reserves

If and whenever the Company shall issue (other than in lieu of a cash dividend) any Shares credited as fully paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund), the Subscription Price in force immediately prior to such issue shall be adjusted by multiplying it by the following fraction:–

C C+D

where:

C = the aggregate nominal amount of the Shares in issue immediately before such issue; and

D = the aggregate nominal amount of the ordinary capital issued in connection with and as a result of such capitalisation,

Provided that if the relevant issue of Shares is made as part of an arrangement involving a reduction of capital, the Subscription Price shall be adjusted in such manner as the auditors or approved merchant bank shall certify to be appropriate, having regard to the relative interests of the persons affected thereby.

Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the record date for such issue.

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SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

(iii) Capital Distribution

If and whenever the Company shall make (whether on a reduction of capital or otherwise) any capital distribution to the holders of Shares (in their capacity as such) or shall grant to such holders rights to acquire for cash assets of the Company or any of its Subsidiaries, the Subscription Price in force immediately prior to such capital distribution or grant shall be adjusted by multiplying it by the following fraction:

==> picture [43 x 23] intentionally omitted <==

where:

E = the closing price per Share on the Stock Exchange on the dealing day immediately preceding the date on which the capital distribution or, as the case may be, the grant is publicly announced (whether or not such capital distribution or grant is subject to the approval of the holders of Shares or other persons) or (if there is no such announcement) immediately preceding the date on which the Share is traded ex such capital distribution or, as the case may be, the grant (or, where there is no closing price on such dealing day, the closing price on the dealing day on which there was a closing price immediately preceding the relevant date); and

F = the amount calculated by dividing the fair market value on the day of such announcement or (as the case may require) the day immediately preceding the date on which the Share is traded ex such capital distribution or, as the case may be, the grant, as determined in good faith by the auditors or an approved merchant bank, of such capital distribution or of such rights by the number of Shares participating in such capital distribution or, as the case may be, in the grant of such rights,

Provided that:

(a) if in the opinion of the auditors or relevant approved merchant bank, the use of the fair market value as aforesaid produces a result which, having regard to the relative interests of the persons affected thereby, is significantly inequitable, it may instead determine (and in such event the above formula shall be construed as if F meant) the portion of the said closing price which should, in its opinion, properly be attributed to the value of the capital distribution or rights; and
(b) the provisions of this paragraph (iii) shall not apply in relation to the issue of Shares paid out of profits or reserves and issued in lieu of a cash dividend.

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SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the record date for the relevant capital distribution or grant.

(iv) Grant of Rights, Options or Warrants to subscribe for new Shares

If and whenever the Company shall offer to all holders of Shares any new Shares for subscription by way of rights, or shall grant to all holders of Shares any options or warrants to subscribe for new Shares, at a price per new Share which is less than 90 per cent. of the market price on the date of the announcement of the terms of the offer or grant (whether or not such offer or grant is subject to the approval of the holders of Shares or other persons), the Subscription Price shall be adjusted by multiplying the Subscription Price in force immediately before the date of the announcement of such offer or grant by the following fraction:

==> picture [47 x 24] intentionally omitted <==

where:

G = the number of Shares in issue immediately before the date of such announcement;

H = the number of Shares which the aggregate of the two following amounts would purchase at such market price:

(a) the total amount (if any) payable for the rights, options or warrants being offered or granted; and
(b) the total amount payable for all of the new Shares being offered for subscription or comprised in the options or warrants being granted; and

I = the aggregate number of Shares being offered for subscription or comprised in the options or warrants being granted.

Such adjustment shall become effective (if appropriate retroactively) from the commencement of the day next following the record date for the relevant offer or grant.

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SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

(v) Issue for cash of securities convertible into or exchangeable for or carrying rights of subscription for new Shares
(a) If and whenever the Company or any other company shall issue wholly for cash any securities which by their terms are convertible into or exchangeable for or carrying rights of subscription for new Shares, and the total Effective Consideration per new Share initially receivable for such securities is less than 90 per cent. of the market price on the date of the announcement of the terms of issue of such securities (whether or not such issue is subject to the approval of the holders of Shares or other persons), the Subscription Price shall be adjusted by multiplying the Subscription Price in force immediately prior to such issue by the following fraction:

==> picture [43 x 24] intentionally omitted <==

where:

J = the number of Shares in issue immediately before the date of the issue of such securities;

K = the number of Shares which the total Effective Consideration receivable for such securities would purchase at such market price; and

L = the maximum number of new Shares to be issued upon full conversion or exchange of, or the exercise in full of the subscription rights conferred by, such securities at their relative initial conversion or exchange rate or subscription price.

Such adjustment shall become effective (if appropriate retroactively) from the close of business on the business day immediately preceding the date on which the issuer of the relevant securities determines the conversion or exchange rate or subscription price in respect of such securities or, to the extent that the relevant issue is announced (whether or not subject to the approval of holders of Shares or other persons) and the date of such announcement is earlier than the said date, the business day immediately preceding the date of such announcement.

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SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

(b) If and whenever the rights of conversion or exchange or subscription attaching to any such securities as are mentioned in sub-paragraph (a) above of this paragraph (v) are modified so that the total Effective Consideration per new Share initially receivable for such securities shall be less than 90 per cent. of the market price at the date of announcement of the proposal to modify such rights of conversion or exchange or subscription, the Subscription Price shall be adjusted by multiplying the Subscription Price in force immediately prior to such modification by the following fraction:–

==> picture [48 x 23] intentionally omitted <==

where:

M = the number of Shares in issue immediately before the date of such modification;

N = the number of Shares which the total Effective Consideration receivable for such securities at the modified conversion or exchange rate or subscription price would purchase at such market price; and

O = the maximum number of new Shares to be issued upon full conversion or exchange of, or the exercise in full of the subscription rights conferred by, such securities at their relative modified conversion or exchange rate or subscription price.

Such adjustment shall become effective (if appropriate retrospectively) as at the date upon which such modification shall take effect. A right of conversion or exchange or subscription shall not be treated as modified for the foregoing purposes where it is adjusted to take account of rights or capitalisation issues and other events normally giving rise to adjustments of conversion, exchange or subscription terms.

(c) For the purposes of this paragraph (v):
(1) the ‘‘total Effective Consideration’’ receivable for the relevant securities issued shall be deemed to be the aggregate consideration receivable by the issuer of such securities for the issue thereof plus the additional minimum consideration (if any) to be received by such issuer and/or the Company (if not the issuer) upon (and assuming) the full conversion or exchange thereof or the exercise in full of the subscription rights attaching thereto; and

– 27 –

SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

(2) the ‘‘Effective Consideration per new Share’’ initially receivable for such securities shall be the total Effective Consideration divided by the maximum number of new Shares to be issued upon (and assuming) the full conversion or exchange thereof at the initial conversion or exchange rate or the exercise in full of the subscription rights attaching thereto at the initial subscription price, in each case without any deduction of any commissions, discounts or expenses paid, allowed or incurred in connection with the issue thereof.

(vi) Issue for cash of Shares to Directors or Employees

If and whenever the Company shall issue wholly for cash any Shares (other than Shares issued to Directors or employees of the Company or any of its Subsidiaries or their personal representatives pursuant to any Share Option Scheme) at a price which is less than 90 per cent. of the market price on the date of the announcement of the terms of such issue, the Subscription Price shall be adjusted by multiplying the Subscription Price in force immediately prior to the date of such announcement by the following fraction:

==> picture [45 x 24] intentionally omitted <==

where:

P = the number of Shares in issue immediately before the date of such announcement;

Q = the number of Shares which the aggregate amount payable for such issue would purchase at such market price; and

R = the number of Shares allotted pursuant to such issue.

Such adjustment shall become effective (if appropriate retrospectively) on the date of the issue.

– 28 –

SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

(vii) Purchase of Shares or Convertible Securities by the Company

If and whenever the Company makes an offer or invitation to holders of Shares to tender for sale to the Company any Shares or if the Company shall purchase any Shares or securities convertible into Shares or any rights to acquire Shares (excluding any such purchase made on the Stock Exchange, or any recognised stock exchange, being a stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange) and the Directors consider that it may be appropriate to make an adjustment to the Subscription Price, at that time the Directors shall appoint the auditors or approved merchant bank to consider whether, for any reason whatever as a result of such purchases, an adjustment should be made to the Subscription Price fairly and appropriately to reflect the relative interests of the persons affected by such purchases by the Company and, if the auditors or such approved merchant bank shall consider in its opinion that it is appropriate to make an adjustment to the Subscription Price, an adjustment to the Subscription Price shall be made in such manner as such auditors or approved merchant bank shall certify to be, in its opinion, appropriate. Such adjustment shall become effective (if appropriate retroactively) from the close of business in Hong Kong on the business day next preceding the date on which such purchases by the Company are made.

(B) For the purposes of sub-clause (A):

‘‘announcement’’ shall include the release of an announcement to the press or the delivery or transmission by telephone, facsimile transmission or otherwise of an announcement to the Stock Exchange, the ‘‘date of announcement’’ shall mean the date on which the announcement is first so released, delivered or transmitted and ‘‘announce’’ shall be construed accordingly;

‘‘capital distribution’’ shall (without prejudice to the generality of that phrase) include distributions in cash or specie, and any dividend or distribution charged or provided for in the accounts for any financial period shall (whenever paid and however described) be deemed to be a capital distribution, provided that any such dividend shall not automatically be so deemed if:

(i) it is paid out of the aggregate of the net profits (less losses) or contributed surplus, or both, attributable to the holders of Shares for all financial periods after that ended 30 June 2024 as shown in the audited consolidated profit and loss account of the Company and its Subsidiaries for each such financial period; or

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SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

(ii) to the extent that (i) above does not apply, the rate of that dividend, together with all other dividends on the class of capital in question charged or provided for in the accounts for the financial period in question, does not exceed the aggregate rate of dividend on such class of capital charged or provided for in the accounts for the last preceding financial period. In computing such rates, such adjustments may be made as are in the opinion of the auditors appropriate in the circumstances and shall be made in the event that the lengths of such periods differ materially;

‘‘issue’’ shall include allot;

‘‘market price’’ means the average of the closing prices of one Share on the Stock Exchange for the five consecutive dealing days on each of which there is a closing price ending on the last such dealing day immediately preceding the day on or as of which the market price is to be ascertained;

‘‘Shares’’ includes, for the purposes of Shares comprised in any issue, distribution, offer or grant pursuant to paragraphs (ii), (iii), (iv), (v) or (vi) of sub-clause (A), any such shares of the Company as, when fully paid, will be Shares;

‘‘reserves’’ includes unappropriated profits, share premium account and capital redemption reserve fund; and

‘‘rights’’ includes rights in whatsoever form issued.

(C) Except as mentioned in sub-paragraph (D) below, no such adjustment as is referred to in sub-paragraphs (ii) to (vi) of sub-paragraph (A) above shall be made in respect of:
(i) an issue of fully paid Shares upon the exercise of any conversion rights attached to securities convertible into Shares or upon the exercise of any rights (including the Subscription Rights) to acquire Shares;
(ii) an issue of Shares by the Company or by the Company or any of its subsidiaries of securities convertible into or carrying rights to acquire Shares, in any such case in consideration or part consideration for the acquisition of any other securities, assets or business;
(iii) an issue of fully paid Shares by way of capitalisation of all or part of the Subscription Right Reserve to be established in certain circumstances pursuant to the terms and conditions contained in the Instrument (or other profits or reserves or any similar reserve which has been or may be established pursuant to the terms of issue of any other securities convertible into or carrying rights to acquire Shares);

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SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

(iv) an issue of Shares in lieu of a cash dividend where an amount not less than the nominal amount of the Shares so issued is capitalised and the market value (calculation as provided in the Instrument) of such Shares is not more than 110% of the amount of dividend which Shareholders could elect to or would otherwise receive in cash; or
(v) an issue of Shares by the Company or other securities by the Company or any of its subsidiary convertible into or exchangeable for, or carrying rights of subscription for, Shares pursuant to a Share Option Scheme.
(D) Notwithstanding the provisions referred to in sub-paragraphs (A) and (B) above, in any circumstances where the Directors shall consider that an adjustment to the Subscription Price provided for under the said provisions should not be made or should be calculated on a different basis or that an adjustment to the Subscription Price should be made notwithstanding that no such adjustment is required under the said provisions or that an adjustment should take effect on a different date or at a different time from that provided for under the said provisions, the Company may appoint either the auditors of the Company or an approved merchant bank to consider whether for any reason whatever the adjustment to be made (or the absence of adjustment) would or might not fairly and appropriately reflect the relative interests of the persons affected thereby and, if the auditors of the Company or such approved merchant bank shall consider this to be the case, the adjustment shall be modified or nullified, or an adjustment made instead of no adjustment in such manner (including, without limitation, making an adjustment calculated on a different basis) and/or the adjustment shall take effect from such other date and/or time as shall be certified by the auditors of the Company or such approved merchant bank to be in its opinion appropriate.
(E) Any adjustment to the Subscription Price shall be made to the nearest one cent so that any amount under half a cent shall be rounded down and any amount of half a cent or more shall be rounded up. No adjustment shall be made to the Subscription Price in any case in which the amount by which the same would be reduced would be less than one cent and any adjustment which would otherwise then be required shall not be carried forward. No adjustment may be made (except on a consolidation of Shares into shares of a larger nominal amount each or upon a repurchase of Shares) which would increase the Subscription Price.

– 31 –

APPENDIX I

SUMMARY OF THE TERMS OF THE WARRANTS

(F) Every adjustment to the Subscription Price shall be certified to be fair and appropriate by the auditors of the Company or an approved merchant bank and notice of each such adjustment (giving the relevant particulars) shall be given to the Warrantholders. In giving any certificate or making any adjustment hereunder, the auditors of the Company or the approved merchant bank shall be deemed to be acting as experts and not as arbitrators and in the absence of manifest error, their decision shall be conclusive and binding on the Company and Warrantholders and all persons claiming through or under them respectively. Any such certificate of the auditors of the Company and/or approved merchant bank will be available for inspection by Warrantholders at the principal office of the Registrar for the time being in Hong Kong, where copies may be obtained.

4. REGISTERED WARRANTS

The Warrants are issued in registered form. The Company shall be entitled to treat the registered holder of any Warrant as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or as required by law, be bound to recognise any equitable or other claim to or interest in such Warrant on the part of any other person, whether or not it shall have express or other notice thereof.

5. TRANSFER, TRANSMISSION AND REGISTER

The Warrants shall be transferable in units of HK$1.00 each of Subscription Rights by instrument of transfer in any usual or common form or such other form as may be approved by the Directors. The Company shall accordingly maintain the Register in the territory where the stock exchange for the time being is situate (or in such other place as the Directors consider appropriate, having regard to the applicable rules governing the listing of Warrants). Transfers of Warrants must be executed by both the transferor and the transferee. Where the transferor or the transferee is HKSCC Nominees Limited (or such other company as may be approved by the Directors for this purpose), the transfers may be executed by machine imprinted signature on its behalf or under hand(s) of authorised person(s). The provisions of the bye-laws of the Company relating to the registration, transfer and transmission of Shares shall apply, mutatis mutandis, to the registration, transfer and transmission of the Warrants. The Instrument contains provisions relating to the transfer, transmission and registration of the Warrants.

Since the Warrants will be admitted to the CCASS, so far as applicable laws or regulations of relevant regulatory authorities, terms of the Instrument and circumstances permit, the Company may determine the last trading day of the Warrants to be a date at least three (3) trading days before Wednesday, 15 December 2027, being the last day of the Subscription Period.

– 32 –

SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

Persons who hold the Warrants and have not registered the Warrants in their own names and wish to exercise the Warrants should note that additional costs and expenses may be incurred in connection with any expedited re-registration of the Warrants prior to the transfer or exercise of the Warrants, in particular during the period commencing ten (10) business days prior to and including Wednesday, 15 December 2027, being the last day of the Subscription Period.

6. CLOSURE OF REGISTER OF WARRANTHOLDERS

The registration of transfers may be suspended and the Register may be closed at such times and for such periods as the Directors may from time to time direct, provided that the same shall not be closed for a period, or for periods together, of more than thirty (30) days in any one year. Any transfer or exercise of the Subscription Rights attached to the Warrants made while the Register is so closed shall, as between the Company and the person claiming under the relevant transfer of Warrants or, as the case may be, as between the Company and Warrantholders who have so exercised the Subscription Rights attached to their Warrants (but not otherwise), be considered as made immediately after the reopening of the Register.

7. PURCHASE AND CANCELLATION

The Company or any of its subsidiaries may at any time purchase the Warrants:

(i) in the open market or by tender (available to all Warrantholders alike) at any price; or
(ii) by private treaty at a price, exclusive of expenses, not exceeding 110% of the closing price of the Warrants for one or more board lots of Warrants on the last day on which the Warrants were traded on the Stock Exchange prior to the date of purchase thereof, but not otherwise.

All Warrants purchased as aforesaid shall be cancelled forthwith and may not be reissued or resold.

8. MEETINGS OF WARRANTHOLDERS AND MODIFICATION OF RIGHTS

(A) The Instrument contains provisions for convening meetings of Warrantholders to consider any matter affecting the interests of Warrantholders, including the modification by special resolution of the provisions of the Instrument and/or the terms and conditions endorsed in the Warrant Certificate. A special resolution duly passed at any such meeting shall be binding on the Warrantholders, whether present or not.

– 33 –

SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

(B) All or any of the rights for the time being attached to the Warrants (including any of the provisions of the Instrument) may from time to time (whether or not the Company is being wound up), be altered or abrogated (including but without prejudice to that generality by waiving compliance with, or by waiving or authorising any past or proposed breach of, any of the provisions of the conditions endorsed on the Warrant Certificate and/or the Instrument) and the sanction of a special resolution shall be necessary and sufficient to effect such alteration or abrogation.
(C) Where the Warrantholder is a recognised clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) or its nominee(s), it may authorise such person or persons as it thinks fit to act as its representative (or representatives) or proxy (or proxies) at any Warrantholders’ meeting provided that, if more than one person is so authorised, the authorisation or proxy form must specify the number and class of warrants in respect of which each such person is so authorised. The person so authorised will be entitled to exercise the same power on behalf of the recognised clearing house as that clearing house or its nominee(s) could exercise as if such person were an individual Warrantholder.

9. REPLACEMENT OF WARRANT CERTIFICATES

If a Warrant Certificate is mutilated, defaced, lost or destroyed, it may, at the discretion of the Company, be replaced at the principal office of the Registrar for the time being in Hong Kong (unless the Directors otherwise determine) on payment of such costs as may be incurred in connection therewith and on such terms as to evidence, indemnity and/or security as the Company may require and on payment of such fee not exceeding HK$2.50 (or such other amount as may from time to time be permitted under the rules prescribed by the Stock Exchange) as the Company may determine. Mutilated or defaced Warrant Certificates must be surrendered before replacements will be issued.

In the case of lost Warrant Certificates, Division 5 of Part 4 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) shall apply as if ‘‘shares’’ referred to therein included Warrants.

10. PROTECTION OF SUBSCRIPTION RIGHTS

The Instrument contains undertakings by and restrictions on the Company designed to protect the Subscription Rights.

– 34 –

SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

11. CALL

If, at any time Warrants which have not been exercised carry rights to subscribe equal to or less than 10% in value of all Subscription Rights, the Company may, on giving not less than three (3) months’ notice, require the Warrantholders either to exercise their Subscription Rights represented or to allow them to lapse. On expiry of such notice, all unexercised Warrants will be automatically cancelled without any compensation to the holders of such Warrants.

12. FURTHER ISSUES

The Company shall be at liberty to issue further warrants to subscribe for Shares in such manner and on such terms as it sees fit.

13. UNDERTAKINGS BY THE COMPANY

In addition to the undertakings given by it in relation to the grant and exercise of the Subscription Rights and the protection thereof, the Company has undertaken in the Instrument that:

(i) it will send to each Warrantholder (or, in the case of a joint holding, to that one of the joint Warrantholders whose name stands first in the Register), at the same time as the same are sent to the holders of Shares, its audited accounts and all other notices, reports and communications despatched by it to the holders of Shares generally;
(ii) it will pay all Bermuda and Hong Kong stamp and capital duties, registration fees or similar charges, if any, in respect of the execution of the Instrument, the creation and initial issue of the Warrants in registered form, the exercise of the Subscription Rights and the issue of New Shares upon the exercise of the Subscription Rights. If any Warrantholder shall take any action or proceedings in any jurisdiction to enforce the obligations of the Company in respect of the Warrants or the Instrument, and for the purposes of such action or proceedings the Instrument or any Warrant is taken into such jurisdiction and any stamp duties or similar duties or taxes become payable thereon or in respect thereof in connection with or as a result of such action or proceedings, the Company shall not be under any obligation to pay (or reimburse any person making payment of) any such duties or taxes (including, if applicable, any penalties);
(iii) it will keep available for issue sufficient ordinary capital to satisfy in full all rights for the time being outstanding of subscription for and conversion into Shares; and

– 35 –

SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

(iv) it will use its best endeavours to procure that all New Shares allotted upon exercise of the Subscription Rights may, upon allotment or as soon as reasonably practicable thereafter, be dealt in on the Stock Exchange (save that this obligation will lapse in the event that the listing of the Shares on the Stock Exchange is withdrawn following an offer for all or any of the Shares (whether by way of scheme of arrangement or otherwise) where a like offer is extended to the Warrantholders).

14. NOTICES

(A) The Instrument contains provisions relating to notices to be given to the Warrantholders.
(B) Every Warrantholder shall register with the Company an address in Hong Kong or elsewhere or an electronic address to which notices can be sent and if any Warrantholder shall fail so to do notice may be given to such Warrantholder in any of the manners hereinafter mentioned to his/her/its last known place of business or residence or, if there be none, by posting the same for three (3) days at the principal place of business of the Company for the time being in Hong Kong, or if an electronic address is registered, sent to the electronic address.
(C) A notice may be given by electronic means by publication on the Stock Exchange’s website and the Company’s website, or by delivery, prepaid letter (airmail in the case of an overseas address).
(D) All notices with respect to Warrants standing in the names of joint holders shall be given to whichever of such persons is named first in the Register and notice so given shall be sufficient notice to all the joint holders of such Warrants.

15. WINDING UP OF THE COMPANY

(A) In the event a notice is given by the Company to the Shareholders to convene a Shareholders’ meeting for the purposes of considering, and if thought fit approving, a resolution to wind-up the Company voluntarily, the Company shall forthwith give notice thereof to each Warrantholder and thereupon, every Warrantholder shall be entitled by irrevocable surrender of his/her/its Warrant Certificate(s) to the Company with the subscription form(s) duly completed, together with payment of the Exercise Moneys or the relative portion thereof (such subscription form(s) and Exercise Moneys to be received by the Company not less than seven (7) business days prior to the proposed Shareholders’ meeting) to exercise the Subscription Rights represented by such Warrants and the Company shall as soon as practicable and in any event not later than the day immediately prior to the date of the proposed Shareholders’ meeting allot such number of New Shares to the Warrantholder which fall to be issued pursuant to the exercise of the Subscription Rights represented by such Warrants. The Company shall give notice to the Warrantholder of the passing of such resolution within seven (7) days after the passing thereof.

– 36 –

SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

(B) If an effective resolution is passed during the Subscription Period for the voluntary winding up of the Company for the purpose of reconstruction or amalgamation pursuant to a scheme of arrangement to which the Warrantholders, or some persons designated by them for such purpose by special resolution, shall be a party or in conjunction with which a proposal is made to the Warrantholders and is approved by special resolution, the terms of such scheme of arrangement or (as the case may be) proposal shall be binding on all the Warrantholders.
(C) Subject to the foregoing, if the Company is wound up, all Subscription Rights which have not been exercised at the date of the passing of such resolution shall lapse and the Warrant Certificates shall cease to be valid for any purpose.

16. OVERSEAS WARRANTHOLDERS

If a Warrantholder has a registered address in any territory (other than Hong Kong) where, in the opinion of the Directors, the allotment of New Shares to such Warrantholder upon exercise of any Subscription Rights would or might, in the absence of compliance with registration or any other special formalities in such territory, be unlawful or impracticable under the laws of such territory, then the Company shall as soon as practicable after exercise by such Warrantholder of any Subscription Rights either:

(i) allot the New Shares which would otherwise have been allotted to such Warrantholder to one or more third parties selected by the Company; or
(ii) allot such New Shares to such Warrantholder and then, on his/her/its behalf, sell them to one or more third parties selected by the Company;

in each case for the best consideration then reasonably obtainable by the Company. As soon as reasonably practicable following any such allotment or (as the case may be) allotment and sale, the Company shall pay to the relevant Warrantholder an amount equal to the consideration received by the Company therefor (but having deducted therefrom all brokerages, commissions, stamp duty, withholding tax and all other payments, charges or taxes incurred by the Company in respect thereof) by posting the relevant remittance to him/her/it at his/her/its risk, unless the amount falling to be distributed to any such person(s) is less than HK$100, in which case it will be retained for the benefit of the Company.

17. GOVERNING LAW

The Instrument and the Warrants are governed by and will be construed in accordance with the laws of Hong Kong.

– 37 –

NOTICE OF SPECIAL GENERAL MEETING

APPENDIX II

APAC RESOURCES LIMITED ��[*] (Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

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:
For identification purpose only

– 38 –

NOTICE OF SPECIAL GENERAL MEETING

APPENDIX II

(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

– 39 –

NOTICE OF SPECIAL GENERAL MEETING

APPENDIX II

(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:

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.
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.
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.
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.
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.

– 40 –

NOTICE OF SPECIAL GENERAL MEETING

APPENDIX II

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

– 41 –

AI assistant

Persistence Gold Group Ltd — Proxy Solicitation & Information Statement 2024

50623_rns_2024-10-31_d7d97dac-0862-41f7-8053-f683528d2a44.pdf

APAC RESOURCES LIMITED ��������[*]

(1) PROPOSED BONUS ISSUE OF WARRANTS UNDER SPECIFIC MANDATE

AND

(2) NOTICE OF SGM

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

EXPECTED TIMETABLE

EXPECTED TIMETABLE

LETTER FROM THE BOARD

APAC RESOURCES LIMITED ��������[*]

(Stock Code: 1104)

(1) PROPOSED BONUS ISSUE OF WARRANTS UNDER SPECIFIC MANDATE AND

(2) NOTICE OF SGM

INTRODUCTION

LETTER FROM THE BOARD

PROPOSED BONUS ISSUE OF WARRANTS

Basis of Bonus Warrants Issue

Condition to the Bonus Warrants Issue

Subscription Price and Subscription Period

Shares to be issued upon exercise of the Warrants

LETTER FROM THE BOARD

Specific Mandate

Effects on the shareholding structure of the Company

LETTER FROM THE BOARD

Fractional entitlements

Overseas Shareholders

LETTER FROM THE BOARD

Reasons for the Bonus Warrants Issue

LETTER FROM THE BOARD

(i) Placing of new Shares

(ii) Rights issue

LETTER FROM THE BOARD

Fund raising activities of the Company

Certificates for the Warrants

LETTER FROM THE BOARD

Record Date and closure of register of members

Application for listing, dealings and settlement

LETTER FROM THE BOARD

Taxation

DIRECTORS’ RESPONSIBILITY STATEMENT

SGM

LETTER FROM THE BOARD

RECOMMENDATION

FURTHER INFORMATION

1. DEFINITIONS

APPENDIX I

APPENDIX I

SUMMARY OF THE TERMS OF THE WARRANTS

APPENDIX I

SUMMARY OF THE TERMS OF THE WARRANTS

3. ADJUSTMENTS OF SUBSCRIPTION PRICE

(i) Alteration to Nominal Value

(ii) Issue by way of Capitalisation of Profits or Reserves

C C+D

APPENDIX I

(iii) Capital Distribution

(iv) Grant of Rights, Options or Warrants to subscribe for new Shares

(vi) Issue for cash of Shares to Directors or Employees

(vii) Purchase of Shares or Convertible Securities by the Company

(B) For the purposes of sub-clause (A):

APPENDIX I

APPENDIX I

SUMMARY OF THE TERMS OF THE WARRANTS

4. REGISTERED WARRANTS

5. TRANSFER, TRANSMISSION AND REGISTER

APPENDIX I

6. CLOSURE OF REGISTER OF WARRANTHOLDERS

7. PURCHASE AND CANCELLATION

8. MEETINGS OF WARRANTHOLDERS AND MODIFICATION OF RIGHTS

9. REPLACEMENT OF WARRANT CERTIFICATES

10. PROTECTION OF SUBSCRIPTION RIGHTS

11. CALL

12. FURTHER ISSUES

13. UNDERTAKINGS BY THE COMPANY

14. NOTICES

Persistence Gold Group Ltd Proxy Solicitation & Information Statement 2024

APAC RESOURCES LIMITED ��[*]

APAC RESOURCES LIMITED ��[*]

APAC RESOURCES LIMITED ��[*] (Incorporated in Bermuda with limited liability)