WANGUO GOLD GP (03939) announced that all preconditions for the top-up placement have been fulfilled and completed on August 25, 2025. Under the terms and conditions of the agreement, a total of 22.5 million top-up placement shares were successfully placed to no fewer than 6 placees at a purchase price of HK$32.55 per share.

All conditions for the subscription have been satisfied and the subscription was completed on September 3, 2025. A total of 22.5 million subscription shares (equivalent to the number of top-up placement shares successfully placed) were subscribed by the top-up vendor at a subscription price of HK$32.55 per subscription share (equivalent to the purchase price). After deducting expenses incurred by the top-up vendor that the company undertook under the agreement (including legal fees and other advisory costs), the net subscription price was approximately HK$32.08 per subscription share.

The subscription shares represent approximately 2.03% of the company's issued share capital as enlarged by the subscription. The company was notified by the reduction vendor that after entering into the agreement but before completion of the reduction placement, the reduction vendor had sold a total of 500,000 shares to meet margin call requirements, which violated the reduction vendor's lock-up commitment as set out in the announcement.

The placing agent granted conditional waiver and consent for the margin sale only, subject to the condition that the reduction vendor repurchase the same number of shares from the market by August 28, 2025, and this condition was fulfilled on August 26, 2025. The board of directors believes that the margin sale has no material adverse impact on the top-up placement, subscription and/or reduction placement.

All conditions for the reduction placement have been satisfied and the reduction placement was completed on August 25, 2025. A total of 7.5 million reduction placement shares held by the reduction vendor were successfully placed to certain professional, institutional and/or individual investors at a price of HK$32.55 per reduction placement share.