LINGBAO GOLD (03330) subsidiary intends to acquire a 50% minus one share equity in TABAR ISLANDS HOLDINGS PTY LTD for AUD 410 million and corresponding royalty obligations.

LINGBAO GOLD (03330) announced that on September 10, 2026, the buyer LINGBAO GOLD International Limited (a wholly-owned subsidiary of the Company) entered into a share sale agreement with the seller St Barbara Limited, whereby the buyer conditionally agreed to acquire the target shares (representing 50%-1 share of the remaining equity in the target company TABAR ISLANDS HOLDINGS PTY LTD) at the price set forth therein, and the seller conditionally agreed to sell. Upon completion of the acquisition, the target company will become a wholly-owned subsidiary of the Company, and the Company will beneficially own 100% of the target company. The purchase price is an initial consideration of AUD 410 million (approximately RMB 1.993 billion, calculated at an estimated exchange rate of AUD 1 to RMB 4.8610). According to the share sale agreement, the buyer shall pay the initial consideration to the seller in immediately available funds on the completion date; and (ii) royalty obligations: the target company grants a 2.75% Simberi Royalty (calculated at 2.75% of the net smelter return (NSR) of gold and silver products from the Simberi gold mine) and a 1.5% Tabar Islands Royalty (calculated at 1.5% of the net smelter return of mineral output from the exploration licenses held by TIG Exploration Company for the EL2462 and EL609 blocks), with royalties being calculated from July 1, 2027, and paid in accordance with the terms and conditions set forth in the royalty agreement. The target company is a limited liability company registered in Australia, primarily engaged in the exploration, production, and sale of gold mining business. The current focus project of the target company is the production from the Simberi open-pit oxide mine and the sulfide mine expansion project located in New Ireland Province, Papua New Guinea. In addition, the target company is involved in gold exploration projects through TIG Exploration Company, which holds a 100% interest in two nearby exploration licenses that are in the renewal phase, and TIG Exploration Company is also engaged in gold exploration activities in Papua New Guinea. The Board hereby outlines the main reasons and anticipated benefits for this acquisition as follows: 1. Achieving complete control and enhancing project leadership Upon completion of the transaction, the Group will hold 100% ownership of the target company through the buyer, eliminating coordination costs with minority shareholders in joint ventures and further consolidating control and decision-making efficiency over the gold mining projects. 2. Significant improvement in project profitability and considerable economic benefits The target company has turned profitable for the fiscal year ending June 30, 2026, with a pre-tax profit of approximately AUD 49.8 million and a post-tax profit of approximately AUD 41.27 million from continuing operations. After the project (sulfide mine expansion) is put into production (from 2028), the annual output is expected to exceed 200,000 ounces, and the economic analysis in the feasibility study report estimates the project's post-tax net present value to be approximately USD 1.023 billion (assuming gold prices at USD 3,000 per ounce), demonstrating outstanding project returns. 3. Rich resource reserves, aligned with long-term development The Simberi project has a solid total resource base that can effectively support the future growth of the Group's business. 4. Enhanced international competitiveness and expansion of overseas layout This transaction will enhance the Group's gold resource reserves and overseas production scale, helping to expand its international business footprint and strengthen its industry position in the global gold market. It is anticipated that the target company will provide a stable and recurring source of income for the Group. Additionally, the target company can enhance the Group's assets, allowing it to explore and expand its business prospects overseas.