China Silver Group Limited (Stock Code: 815) issued a joint announcement with Mount Everest Gold Group Company Limited (Stock Code: 1815) regarding two major developments: a very substantial disposal from China Silver’s perspective and a proposed subscription of new shares under general mandate for Mount Everest Gold.
According to the announcement, Mount Everest Gold entered into six subscription agreements on November 19, 2025, after trading hours. Under these agreements, six subscribers have conditionally agreed to subscribe for a total of 247,500,000 new shares at HK$1.61 per share. The total market value of these shares, at HK$2.00 per share based on the closing price on the date of the agreements, would be HK$495,000,000. The estimated gross proceeds amount to HK$398,475,000, while net proceeds, after relevant expenses, are approximately HK$397,975,000. The funds are earmarked primarily for exploration-related work in the Lhoka Mine and the Shigatse Mine and to serve as general working capital.
Upon completion, China Silver’s shareholding in Mount Everest Gold will dilute from approximately 40.39% to around 33.66%. This reduction constitutes a deemed disposal under Chapter 14 of the Listing Rules and is classified as a very substantial disposal for China Silver because certain applicable percentage ratios exceed 75%. As a result, Mount Everest Gold’s financial results will no longer be consolidated into China Silver’s accounts. However, China Silver expects to continue to recognize Mount Everest Gold’s profits or losses under the equity method, retaining a 33.66% interest.
The subscription shares will be issued under Mount Everest Gold’s existing General Mandate, which permits the issuance of up to 247,575,008 shares. The announcement also highlights that each subscription agreement is only conditional upon, among other requirements, approval from China Silver’s shareholders. Certain shareholders involved in the subscription, holding minor stakes in China Silver, will abstain from voting due to a material interest in the transaction.
A circular with further particulars, including details of financial information and procedures for approval, is expected to be dispatched on or before December 9, 2025. The announcement advises shareholders and potential investors of both companies to exercise caution when dealing in their respective securities, stressing the conditional nature of the subscription. If any doubt arises, professional advice should be sought.
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