• Transaction overview GT Gold Holdings Limited has signed a sale-and-purchase agreement to acquire a 100% interest in ChangSheng United Investment Limited and its subsidiaries (“Target Group”) for HK$585.00 million. The consideration will be settled through HK$247.00 million cash (HK$168.00 million deposit and HK$79.00 million on completion) plus the issue of 676.00 million new shares at HK$0.50 each (HK$338.00 million), utilising the company’s existing general mandate.
• Target assets The Target Group, ultimately controlled by Cathay Gold Investment Holdings, owns 80% of Shangshan International, which indirectly holds Ningshan‐based project companies Jincheng Mining and BBG Mining. Key licences include: – Mining Licence XC6100002016114110143362 (1.04 sq km, valid to Feb-2032) – Exploration Licence T6100002009054010028428 (7.49 sq km, valid to May-2026)
SRK Consulting’s Competent Person’s Report (JORC 2012) estimates: – Total Mineral Resources: 7.46 million tonnes at 3.41 g/t Au, containing 0.82 million ounces. – Ore Reserves (Probable): 4.34 million tonnes at 2.72 g/t Au, containing 0.38 million ounces.
Two processing plants (1,500 tpd combined design capacity) and associated tailings and auxiliary facilities are currently non-operational but targeted to restart from July 2026.
• Valuation and financials Independent valuer Ravia Global Appraisal Advisory assessed the Target Group’s fair value at RMB1.00 billion (income approach, DCF). The project companies recorded no revenue and aggregated net losses of HK$5.51 million, HK$3.68 million and HK$3.83 million in 2025, 2024 and 2023 respectively. Unaudited net asset value was HK$150.14 million at 31 Dec 2025 (HK$115.48 million at end-2024).
• Shareholding impact Post-transaction, GT Gold’s issued share capital will rise from 8.47 billion to 9.14 billion shares. The vendor (or nominee) will hold 7.39%, while existing controlling shareholders Mr Ma Qianzhou and Ms Zhao Yuebing will see their combined stake fall from 49.71% to 46.04%. Public float will decline from 50.29% to 46.57%.
• Regulatory status and timetable The acquisition qualifies as a major transaction under GEM Listing Rules, but shareholder approval will be obtained via written consents from holders representing 50.17% of issued shares; no physical meeting is required. Completion is subject to customary conditions, including due diligence, regulatory approvals and listing of the consideration shares. Trading in GT Gold shares resumes on 31 March 2026 following a one-day halt pending this announcement.
• Strategic rationale Management views the deal as a means to expand GT Gold’s resource base, enhance long-term growth potential and strengthen its upstream position in gold exploration, mining and processing within mainland China.
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