Reference is made to the announcement dated 16 July 2026 in relation to the Proposed Acquisition ("Announcement"). Unless otherwise stated, all terms used herein shall have the same meaning as defined in the Announcement.
The Board wishes to provide additional information in relation to the Company's announcement on the Proposed Acquisition made on 16 July 2026.
Basis and justification of arriving at the Purchase Consideration
"The Vendor has warranted an average extraction of not less than 10 kg of gold per month (based on 18 months calculation) under the Share Sale Agreement"
The Vendor's warranty of an average extraction of not less than 10 kg of gold per month over a period of eighteen (18) months was determined after taking into consideration, amongst others, the following:
(a) Share Sale Agreement
Pursuant to the Share Sale Agreement entered into between Stellar Jewel Mining Sdn. Bhd. and Jayamas Mining Sdn. Bhd., the Vendor has warranted that the mining operations shall achieve an average extraction of not less than 10 kg of gold per month over a period of eighteen (18) months.
(b)Historical Exploration Report
The findings contained in the Exploration Report for Sokor Gold Mine, Kelantan prepared by China Nonferrous Guilin Institute of Mineral Resource Exploration Co., Ltd., dated March 2018, which sets out the results of the geological exploration works, including geological mapping, geophysical and geochemical surveys, trenching, drilling works and mineral resource evaluation undertaken over the Sokor Gold Mine area.
Accordingly, the Company wishes to clarify that the 10 kg per month extraction figure does not represent a production forecast prepared by the Company. Rather, it is a contractual warranty provided by the Vendor under the Share Sale Agreement, which was determined based on the Vendor's assessment after taking into consideration the available geological and technical information, including the historical exploration report.
The Company has also negotiated appropriate contractual protections under the Share Sale Agreement, including the Vendor's warranty in respect of the minimum average gold extraction of 10 kg per month over eighteen (18) months, to safeguard the interests of the Company.
The Board of Directors also wishes to clarify that, as the Proposed Acquisition is currently at the preliminary stage, the Company is in the process of assessing whether the Proposed Acquisition would result in a diversification in the operations of the Group pursuant to Paragraph 10.13 of the Main Market Listing Requirements. In the event that the Company determines that the Proposed Acquisition constitutes a diversification in operations pursuant to Paragraph 10.13 of the Main Market Listing Requirements, the Company will make the necessary announcements and obtain the requisite approvals, including shareholders' approval where applicable, in compliance with the Main Market Listing Requirements.
This announcement is dated 21 July 2026.