ANCHOR RESOURCES LIMITED.pdf

8/20/2019 ANCHOR RESOURCES LIMITED.pdf

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T h i s i s a P r e l i m i n a r y O

f f e r D o c u m e n t . T h e i n f o r m a t i o n i n t h i s P r e l i m i n a r y O

f f e r D o c u m e n t i s n o t c o m p l e t e a n d i s s u b j e c t t o f u r t h

e r a m e n d m e n t s a n d c o m p l e t i o n i n t h e f i n a l O f f e r D o c u m e n t t o b e i s s u e d b y o u r C o m p a n y a n d r e g i s t e r e d

b y t h e S G X - S T , a c t i n g a s a g e n t

o n b e h a l f o f t h e A u t h o r i t y .

U n d e r n o c i r c u m s t a n c e s s h a l l t h i s P r e l i m i n a r y O

f f e r D o c u m e n t c o n s t i t u t e a n o f f e r t o s e l l o r a n y s o l i c i t a t i o n o f a n o f f e r t o b u y , n o r s h a l l t h e r e b e a n y s a l e

o f s e c u r i t i e s i n a n y j u r i s d i c t i o n o n t h e b a s i s o f t h i s P

r e l i m i n a r y O f f e r D o c u m e n t . T h e

P r e l i m i n a r y O f f e r D o c u

m e n t h a s b e e n l o d g e d b y t h e S p o n s o r w i t h t h e S G X - S T , a c t i n g a s a g e n t o n b e h a l f o f t h e A u t h o r i t y , w h o t

a k e s n o r e s p o n s i b i l i t y f o r i t s c o n t e n t s .

C e r t a i n i n f o r m

a t i o n ( i n c l u d i n g d a t e s a n d t i m e s ) a n d s t a t e m e n t s i n t h i s P r e l i m i n a r y O f f e r D o c u m e n t

r e f e r t o e v e n t s w h i c h h

a v e n o t o c c u r r e d o r b e e n c o m p l e t e d , a n d m a y o r m a y n o t h a v e b e e n c o m p l e t e d b y t h e t i m e t h e P r e l i m i n

a r y O f f e r D o c u m e n t i s l o d g e d w i t h t h e S G X - S T , a c t i n g a s a g e n t o n b e h a l f o f t h e A u t h o r i t y , w h i c h m a y o r

m a y n o t o c c u r . W e m a y n o t s e l l

t h e P l a c e m e n t S h a r e s

u n t i l t h e O f f e r D o c u m e n t i s d e l i v e r e d i n i t s f i n a l f o r m .

A p e r s o n t o w h o m a c o p y o f t h i s P r e l i m i n a r y O f f e r D

o c u m e n t i s i s s u e d m u s t n o t c i r c u l a t e t h i s c o p y t o a n y

o t h e r p e r s o n .

B y a c c e p t i n g t h i s P r e l i m i n a r y O f f e r D o c u m e n t , y o u a g r e e t o b e b o u n d

b y t h e r e s t r i c t i o n s s e t o u t h e r e i n .

THIS PRELIMINARY OFFER DOCUMENT IS DATED 28 DECEMBER 2015 AND A COPY HAS BEEN LODGED BY THE SPONSOR (AS DEFINED HEREIN)WITH THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED (THE “SGX-ST”), ACTING AS AGENT ON BEHALF OF THE MONETARYAUTHORITY OF SINGAPORE (THE “AUTHORITY”), ON 28 DECEMBER 2015. THE LODGEMENT OF THIS PRELIMINARY OFFER DOCUMENT WITH THESGX-ST DOES NOT IMPLY THAT THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE, OR ANY OTHER LEGAL OR REGULATORYREQUIREMENTS, OR REQUIREMENTS UNDER THE SGX-ST’S LISTING RULES, HAVE BEEN COMPLIED WITH.

THIS IS A PRELIMINARY OFFER DOCUMENT AND IS SUBJECT TO FURTHER AMENDMENTS AND COMPLETION IN THE FINAL OFFER DOCUMENT TOBE REGISTERED BY THE SGX-ST, ACTING AS AGENT ON BEHALF OF THEAUTHORITY. A PERSON TO WHOM A COPY OF THIS PRELIMINARY OFFERDOCUMENT HAS BEEN ISSUED SHALL NOT CIRCULATE IT TO ANY OTHER PERSON.

NO OFFER OR AGREEMENT SHALL BE MADE ON THE BASIS OF THIS PRELIMINARY OFFER DOCUMENT TO PURCHASE OR SUBSCRIBE FOR ANYSECURITIES TO WHICH THIS PRELIMINARY OFFER DOCUMENT RELATES.

IMPORTANT NOTE

Neither this Preliminary Offer Document nor any copy of it may be taken or transmitted to any country where distribution or dissemination of this Preliminary OfferDocument is prohibited.

This Preliminary Offer Document is being furnished to you on a confidential basis and solely for your information and may not be reproduced, disclosed, circulatedor otherwise distributed to any other person. By accepting this Preliminary Offer Document, you agree to be bound by the limitations and restrictions describedherein.

This Preliminary Offer Document does not constitute an offer or invitation to subscribe for or purchase any securities and neither this Preliminary Offer Documentnor anything contained herein shall form the basis of any contract or commitment whatsoever. No person shall be bound to enter into any contract or bindinglegal commitment and no monies or other form of consideration is to be accepted on the basis of this Preliminary Offer Document.

Any decision to subscribe for or purchase securities must be made solely on the basis of information contained in the final Offer Document or other offeringdocument which maybe issued byAnchor ResourcesLimited, which information maybe differentfrom theinformation containedin thisPreliminary Offer Document.

The final Offer Document may be registered by the SGX-ST at least 14 days from the date of lodgement of this Preliminary Offer Document provided that the finalOffer Document is registered by the SGX-ST and upon the provision of certain information by us to the SGX-ST unless the SGX-ST extends the period (the“Exposure Period”) in accordance with the Catalist Rules (as defined herein).

The purpose of the Exposure Period is to enable the examination of this Preliminary Offer Document by investors and market participants prior to raising of funds.That examination may result in identification of deficiencies in this Preliminary Offer Document and in these circumstances, this Preliminary Offer Document maybe amended. Any reference in this document to the term “Offer Document” shall, unless the context requires otherwise, refer to this Preliminary Offer Document.

As at thedate of thisPreliminary Offer Document,the Company hasyet to:(i) enter intothe Management Agreementand thePlacementAgreement (both as definedherein); (ii) allot and issue the Adjustment Shares, the Alvito Shares and the Employee Shares (each as defined herein); and (iii) sub-divide the Shares (as definedherein).

The (i) entry into the Management Agreement and the Placement Agreement; (ii) allotment and issuance of the Adjustment Shares; and (iii) sub-division of theShares, will occur prior to the registration of the final Offer Document, whereas the Alvito Shares and the Employee Shares will be allotted and issued together withthe Placement Shares (as defined herein). Certain information contained in this Preliminary Offer Document assumes that the entry into the ManagementAgreement and the Placement Agreement and the allotment and issuance of the Adjustment Shares, the Alvito Shares and the Employee Shares have beencompleted.

OFFER DOCUMENT DATED [●](Registered by the Singapore Exchange Securities Trading Limited, acting as agent on behalf of the Monetary Authority of Singapore on [●])

This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professionaladviser(s).

UOB Kay Hian Private Limited (the “Sponsor”, “Issue Manager” and “Placement Agent”) has on behalf of Anchor Resources Limited (the “Company”) made anapplication to the Singapore Exchange Securities Trading Limited (the “ SGX-ST”) for permission to deal in, and for quotation of, all the ordinary shares (the“Shares”) in the capital of the Company already issued, the new Shares which are the subject of the Placement (as defined herein) (the “ Placement Shares”), thenew Shares which may be issued upon the exercise of the awards to be granted under the Anchor Resources Performance Share Plan (the “Award Shares”), theAlvito Shares (as defined herein) and the Employee Shares (as defined herein), on Catalist (as defined herein).

Acceptance of applications will be conditional upon the issue of the Placement Shares and upon, inter alia , the listing of all the Shares. Monies paid in respect ofany application accepted will be returned if the admission and listing do not proceed. The dealing in and quotation of the Shares will be in Singapore dollars.

Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the Mainboard of the SGX-ST.In particular, companies may list on Catalist without a track record of profitability and there is no assurance that there will be a liquid market in the shares or unitsof shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful considerationand, if appropriate, consultation with your professional adviser(s).

This offer of Placement Shares is made in or accompanied by an offer document that has been registered by the SGX-ST, acting as agent on behalf ofthe Monetary Authority of Singapore (the “Authority”).

Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes anyresponsibility for the contents of this Offer Document, including the correctness of any of the statements or opinions made or reports contained in this OfferDocument. The SGX-ST does not normally review the application for admission but relies on the Sponsor confirming that our Company is suitable to be listed andcomplies with the Catalist Rules (as defined herein). Neither the Authority nor the SGX-ST has in any way considered the merits of the Shares, the PlacementShares, the Award Shares, the Alvito Shares or the Employee Shares, as the case may be, being offered for investment. The registration of this Offer Documentby the SGX-ST does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, or requirements underthe SGX-ST’s listing rules, have been complied with.

We have not lodged this Offer Document in any other jurisdiction.

Investing in our Shares involves risks which are described in the section entitled “Risk Factors” of this Offer Document. In particular, you should notethe following risks further described in this Offer Document, capitalised terms as defined herein: (1) We rely on PMINT as the landowner of the Lubuk Mandi Mine and the Bukit Panji Property and holder of the Mining Leases; (2) We may not achieve our production estimates or optimise our processingfacilities; (3) We may encounter risks in the redevelopment of our open pit mine; (4) The future redevelopment of open pits at the Lubuk Mandi Minemay be restricted by the boundaries of the Mining Leases; (5) We may not discover new gold Mineral Resource; (6) There is currently no Ore Reserveat the Lubuk Mandi Mine and we may not achieve the expected production output of gold; and (7) We may not obtain or renew governmental permitsnecessary for our business activities.

After the expiration of six (6) months from the date of registration of this Offer Document, no person shall make an offer of our Shares, or allot, issueor sell any of our Shares, on the basis of this Offer Document; and no officer or equivalent person or promoter of our Company will authorise or permitthe offer of any of our Shares or the allotment, issue or sale of any of our Shares, on the basis of this Offer Document.

ANCHOR RESOURCES LIMITED(Company Registration Number 201531549N)

(Incorporated in the Republic of Singapore on 12 August 2015)

Placement in respect of [●] Placement Shares at S$[●] for each Placement Share,payable in full on application.

Sponsor, Issue Manager and Placement Agent

UOB KAY HIAN PRIVATE LIMITED(Company Registration Number 197000447W)

(Incorporated in the Republic of Singapore)


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CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 6

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . 20

SELLING RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2

DETAILS OF THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3

INDICATIVE TIMETABLE FOR LISTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 9

OFFER DOCUMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2

THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4

PLACEMENT STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5

EXCHANGE RATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 7

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 9

RISKS RELATING TO OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

RISKS RELATING TO OUR OPERATIONS IN MALAYSIA . . . . . . . . . . . . . . . . . . . . . . . . 50

RISKS RELATING TO OWNERSHIP OF OUR SHARES . . . . . . . . . . . . . . . . . . . . . . . . . 54

USE OF PROCEEDS AND EXPENSES OF THE PLACEMENT . . . . . . . . . . . . . . . . . . . . 58

DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 0

SHARE CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1

SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6

OWNERSHIP STRUCTURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP . . . . . . . . . . . . . . . . . . . . 68

MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1

RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 2

GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 6

SELECTED FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND

RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 06

GENERAL INFORMATION ON OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 0

HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

BUSINESS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

LUBUK MANDI MINE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

BUKIT PANJI PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120

TABLE OF CONTENTS

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EXPLORATION PROCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

PRODUCTION PROCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122

INDEPENDENT VALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127

MAJOR CUSTOMERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128

CREDIT MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129

INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129

ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129

PERMITS, LICENCES AND APPROVALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130

PROPERTIES AND FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131

INTELLECTUAL PROPERTY RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132

INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132

SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133

SALES AND MARKETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133

RESEARCH AND DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133

SAFETY POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133

QUALITY ASSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134

CORPORATE SOCIAL RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134

GOVERNMENT REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134

LEGAL OPINION FROM ZAID IBRAHIM & CO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135

COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135

COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135

PROSPECTS AND TREND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137

INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139

BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143

INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 46

PAST INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146

PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . 151

G UI DE LI NE S A ND R EV IE W P RO CE DUR ES F OR O N- GO IN G AN D F UT UR E

INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

POTENTIAL CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154

INTERESTS OF EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . 157

MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157

DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158

EXPERIENCE AND TRAINING OF OUR DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . 162

DIRECTORS OF OUR SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164

INDEPENDENCE OF OUR INDEPENDENT DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . 164

EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165

REMUNERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168

EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169

SERVICE AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169

ANCHOR RESOURCES PERFORMANCE SHARE PLAN . . . . . . . . . . . . . . . . . . . . . . . . 1 71

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CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 77

EXCHANGE CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 81

DESCRIPTION OF OUR SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 83

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 95

GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 96

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . 196

SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198

MEMORANDUM AND ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200

MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200

LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205

CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207

RESPONSIBILITY STATEMENT BY OUR DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . 208

DOCUMENTS AVAILABLE FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208

APPENDIX A – INDEPENDENT AUDITORS’ REPORT AND AUDITED COMBINED

F IN AN CIAL S TAT EMEN TS OF A NC HOR R ESOUR CE S L IMIT ED A ND ITS

SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2012, 2013

AND 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

APPENDIX B – INDEPENDENT AUDITORS’ REPORT AND AUDITED INTERIM

CONDENSED COMBINED FINANCIAL STATEMENTS OF ANCHOR RESOURCES

LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY2015 TO 30 JUNE 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B -1

APPENDIX C – INDEPENDENT AUDITORS’ ASSURANCE REPORT AND UNAUDITED

PRO FORMA COMBINED FINANCIAL INFORMATION OF ANCHOR RESOURCES

LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER

2014 AND FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2015 TO

30 JUNE 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

APPENDIX D – SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF

OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1

APPENDIX E – AMC INDEPENDENT QUALIFIED PERSON’S REPORT . . . . . . . . . . . . E-1

APPENDIX F – AMC INDEPENDENT VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . F -1

APPENDIX G – ABRIDGED LEGAL OPINION FROM ZAID IBRAHIM & CO . . . . . . . . . G-1

APPENDIX H – SUMMARY OF RELEVANT MALAYSIAN LAWS AND

REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . H-1

APPENDIX I – RULES OF THE ANCHOR RESOURCES PERFORMANCE SHARE

PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I -1

APPENDIX J – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND

ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J -1

TABLE OF CONTENTS

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BOARD OF DIRECTORS : Dr Wilson Tay (Lead Independent Director and

Non-Executive Chairman)

Lim Chiau Woei (Managing Director)

Chan Koon Mong (Executive Director)

William Law (Non-Executive Director)

Dato’ Amos Siew (Independent Director)

Ch’ng Li-Ling (Independent Director)

COMPANY SECRETARIES : Cheam Heng Haw, LLB

Abdul Jabbar Bin Karam Din, LLB

REGISTERED OFFICE : 9 Batt er y Roa d

#15-01 Straits Trading Building

Singapore 049910

PRINCIPAL PLACE OF BUSINESS : C-3A-9-10, 11 & 12, Block C

Pusat Komersial Southgate

No. 2, Jalan Dua

Off Jalan Chan Sow Lin

55200 Kuala Lumpur

Wilayah Persekutuan

Malaysia

SPONSOR, ISSUE MANAGER AND

PLACEMENT AGENT

: UOB Kay Hian Private Limited

8 Anthony Road

#01-01

Singapore 229957

SOLICITORS TO THE PLACEMENT

AND LEGAL ADVISER TO OUR

COMPANY AS TO

SINGAPORE LAW

: Rajah & Tann Singapore LLP

9 Battery Road

#25-01 Straits Trading Building

Singapore 049910

LEGAL ADVISER TO OUR

COMPANY AS TO

MALAYSIAN LAW

: Zaid Ibrahim & Co.

Level 19 Menara Milenium

Jalan Damanlela

Pusat Bandar Damansara

50490 Kuala LumpurMalaysia

SOLICITORS TO THE SPONSOR,

ISSUE MANAGER AND

PLACEMENT AGENT

: Wong Tan & Molly Lim LLC

80 Robinson Road

#17-02

Singapore 068898

CORPORATE INFORMATION

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INDEPENDENT AUDITORS AND

REPORTING ACCOUNTANTS

: BDO LLP

21 Merchant Road

#05-01

Singapore 058267

Partner-in-charge: Leong Hon Mun Peter (a member

of the Institute of Singapore Chartered Accountants)

INDEPENDENT QUALIFIED

PERSON AND INDEPENDENT

VALUER

: AMC Consultants Pty Ltd

Level 21, 179 Turbot Street

Brisbane, Queensland 4000

Australia

INDEPENDENT EXPERT

TECHNICAL ADVISER TO THE

SPONSOR, ISSUE MANAGER AND

PLACEMENT AGENT

: Behre Dolbear Australia Pty Ltd

Level 9, 80 Mount Street

North Sydney, NSW 2060

Australia

SHARE REGISTRAR : B.A.C.S. Private Limited

8 Robinson Road

#03-00 ASO Building

Singapore 048544

PRINCIPAL BANKER : United Overseas Bank Limited

80 Raffles Place

UOB Plaza

Singapore 048624

RECEIVING BANKER : The Bank of East Asia, Limited

Singapore Branch

60 Robinson Road

BEA Building

Singapore 068892

CORPORATE INFORMATION

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In this Offer Document and the accompanying Application Forms, the following definitions apply

where the context so admits:

Group Companies

“Company” or “Anchor

Resources”

: Anchor Resources Limited

“AASB” : Angka Alamjaya Sdn. Bhd.

“AMSB” : Angka Mining Sdn. Bhd.

“Group” : Our Company and our subsidiaries as at the date of this Offer

Document

Other Corporations and Agencies

“ACRA” : Accounting and Corporate Regulatory Authority of Singapore

“Alvito” : Alvito Capital Holdings Inc

“AMC” : AMC Consultants Pty Ltd

“ASX” : Australian Securities Exchange Ltd

“Authority” or “MAS” : The Monetary Authority of Singapore

“BNM” : Bank Negara Malaysia

“CDP” : The Central Depository (Pte) Limited

“CPF” : The Central Provident Fund

“GBM” : GBM Resources Limited, an ASX-listed company

“GGT” : Gabungan Granite (Terengganu) Sdn. Bhd.

“Independent Auditors and

Reporting Accountants”

: BDO LLP

“JHW” : JHW Minerals & Resources Pte. Ltd.

“PMINT” : Perbadanan Memajukan Iktisad Negeri Terengganu, the State

Economic Development Corporation of Terengganu,

Malaysia, as established pursuant to the Terengganu State

Economic Development Corporation Enactment 1965

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Share Registrar” : B.A.C.S. Private Limited

DEFINITIONS

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“Sinomine” : Sinomine Resource Exploration Co., Ltd.

“Sponsor”, “Issue

Manager”, “Placement

Agent” or “UOB Kay Hian”

: UOB Kay Hian Private Limited

“State Mineral Resources

Committee”

: Committee as established pursuant to the Mineral

(Terengganu) Enactment 2002

“Terengganu” : State of Terengganu Darul Iman

“Terengganu State

Authority”

: The Ruler or the State Executive Council, as defined in the

Mineral (Terengganu) Enactment 2002

“Tomei” : Tomei Consolidated Berhad

Locations

“Bukit Panji Property” : The area covering approximately 53.53 hectares in Lot No.

1783 at Bukit Panj i, Mukim Rusila, Daerah Marang,

Terengganu, Malaysia

“Lubuk Mandi Mine” : The area cov ering appr oximately 221.53 hect ares in

Terengganu, Malaysia, consisting the area covered by Mining

Lease 1/2007 (in respect of Lot No. 8308 at Bukit Kolah,

Mukim Rusila, Daerah Marang, Terengganu) and Mining

Lease 2/2007 (in respect of Lot No. 7556 at Lubuk Mandi,

Mukim Rusila, Daerah Marang, Terengganu)

“Main Pit” : The main and larger southern mining pit at the Lubuk Mandi

Mine situated within Mining Lease 2/2007

“Malaysia” : The Federation of Malaysia (Persekutuan Malaysia)

“North Pit” : The smaller mining pit at the Lubuk Mandi Mine situated north

of the Main Pit, within Mining Lease 2/2007

“Tailings Dams” : The existing tail ings dams at the Lubuk Mandi Mine,

generated from previous mining and processing, and situatedwithin Mining Lease 1/2007

General

“Adjustment Shares” : The n ew S hares i ssued p ursuant t o t he a djustment

mechanism under the terms of the Anti-Dilution Undertaking

and/or the RCL

“Alvito Shares” : The new Shares in the capital of the Company to be issued to

Alvito as partial payment of the commission fee payable to

Alvito pursuant to the Alvito Agreement

DEFINITIONS

7


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“AJVA” : The acquisition and joint venture agreement dated 15 July

2013 entered into between AASB, GBM and JHW

“Alvito Agreement” : The corporate consultancy services agreement dated 15

August 2013 entered into between AASB and Alvito and

supplemental agreement to the corporate consultancy

services agreement dated 27 October 2015 entered into

between AASB, our Company and Alvito

“AMC IQPR” : The independent qualified person’s report dated 2 December

2015 prepared by AMC in accordance with the Catalist Rules

as set out in Appendix E entitled “Independent Qualified

Person’s Report on the Lubuk Mandi Gold Project, Malaysia”

to this Offer Document

“AMC IVR” : The independent valuation report dated 2 December 2015prepared by AMC in accordance with the Catalist Rules as set

out in Appendix F entitled “Independent Valuation Report on

the Lubuk Mandi Gold Project, Malaysia” to this Offer

Document

“Anti-Dilution Investors” : Koh Ah Luan, Lim Chye Huat @ Bobby Lim Chye Huat,

Rohani Saudjana, Tan Beng Kiat, Tan Meng Seng, Tan Seng

@ Tan Hun Seng, Teh Kiu Cheong @ Teong Cheng @ Cheng

Chiu Chang, Vincent Gan and Wong Lee Chin, each of whom

had subscribed for ordinary shares in the capital of AASB

during our Group’s pre-Placement fundraising exercise

“Anti-Dilution Undertaking” : The undertaking provided by AASB on 8 November 2014 in

favour of the Anti-Dilution Investors and a confirmation letter

entered into by the same parties on 27 October 2015, that the

Anti-Dilution Investors’ collective equity investment of S$3.0

million in the share capital of AASB shall form 10.0% of the

pre-Placement share capital of the Company

“Application Forms” : The printed application forms to be used for the purpose of the

Placement and which form part of this Offer Document

“Application List” : The l ist of applications for subscription of the PlacementShares

“Articles” or “Articles of

Association”

: The articles of association of our Company, as amended or

modified from time to time

“associate” : (a) in relat ion to any Director, chief executive off icer,

Substantial Shareholder or Controlling Shareholder

(being an individual) means:

(i) his immediate family;

DEFINITIONS

8


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(ii) t he tr ustees of any t rust of which he or his

immediate family is a beneficiary or, in the case of

a discretionary trust, is a discretionary object; and

(iii) any company in which he or his immediate family(whether directly or indirectly) have an interest of

30.0% or more; and

(b) in relation to a Substantial Shareholder or Controlling

Shareholder (being a company) means any other

company which is its subsidiary or holding company or is

a subsidiary of such holding company or one in the

equity of which i t and/or such other company or

companies taken together (directly or indirectly) have an

interest of 30.0% or more

“Audit Committee” : The audit committee of our Company as at the date of this

Offer Document, unless otherwise stated

“Audited Combined

Financial Statements”

: The “Independent Auditors’ Report and Audited Combined

Financial Statements of Anchor Resources Limited and its

Subsidiaries for the Financial Years Ended 31 December

2012, 2013 and 2014” as set out in Appendix A to this Offer

Document

“Audited Interim

Condensed Financial

Statements”

: The “Independent Auditors’ Report and Audited Interim

Condensed Financial Statements of Anchor Resources

Limited and its Subsidiaries for the Financial Period from 1January 2015 to 30 June 2015” as set out in Appendix B to this

Offer Document

“Award Shares” : The new Shares which may be issued from t ime to t ime

pursuant to the vesting of the Awards under the Performance

Share Plan

“Awards” : The contingent awards of Shares granted or which may be

granted pursuant to the Performance Share Plan

“Board” or “Board of

Directors”

: The board of Directors of our Company as at the date of this


“Bukit Panji Concession

Agreement”

: The concession contract work agreement in respect of the

Bukit Panji Property dated 15 September 2014 entered into

between PMINT and AMSB

“Business” : Business operations, results of operations, f inancial

condition, cash flow, profitability and performance, prospects

or results

“Catalist” : The sponsor-supervised listing platform of the SGX-ST

DEFINITIONS

9


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“Catalist Rules” : Section B of the Listing Manual of the SGX-ST, as amended,

modified or supplemented from time to time

“CFO” : Chief Financial Officer

“Co-operation Agreement” : Mining co-operation agreement dated 14 August 2015 entered

into between AASB and Sinomine

“commission fee” : The commissioned fee payable to Alvito in consideration for

its corporate consultancy services pursuant to the Alvito

Agreement comprising a monetary fee of approximately

RM4.73 million and the Alvito Shares to be issued at the same

time as the issuance of the Placement Shares

“Companies Act” : The Companies Act, (Chapter 50) of Singapore, as amended,

modified or supplemented from time to time

“Consultancy Agreement” : The consultancy agreement dated 14 January 2013 entered

into between AASB and Mr Lim Chiau Woei, Mr William Law

and Mr Henry Sim

“Controlling Shareholder” : A person who:

(a) holds directly or indirectly 15.0% or more of the

aggregate of the nominal amount of all the voting shares

in our Company (unless otherwise determined by the

SGX-ST); or

(b) in fact exercises control over our Company

“Directors” : The directors of our Company as at the date of this Offer

Document, unless otherwise stated

“ECM Notices” : Exchange control notices issued by BNM

“Employee Shares” : The new Shares to be issued to 14 of our Group’s employees

“entity” : Includes a corporation, an unincorporated association, a

partnership and the government of any state, but does not

include a trust

“EPS” : Earnings per Share

“Executive Directors” : The executive Directors of our Company as at the date of this


“Executive Officers” : The executive officers of our Group as at the date of this Offer

Document, unless otherwise stated

“Founder Shareholders” : The founder shareholders of AASB, being Mr Lim Chiau Woei,

Mr William Law and Mr Henry Sim

DEFINITIONS

10


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13/544

“Mining Lease(s)” : The mining lease(s) in respect of our Lubuk Mandi Mine

issued by the Federal Territories Director of Lands and Mines

Office (Pejabat Pengarah Tanah Dan Galian Wilayah

Persekutuan) to PMINT as landowner pursuant to the Mineral

(Terengganu) Enactment 2002

“NAV” : Net asset value

“NLV” : Net l iabi li ty value

“Nominating Committee” : The nominating committee of our Company as at the date of

this Offer Document, unless otherwise stated

“Non-Executive Directors” : The non-executive Directors of our Company (including

Independent Directors) as at the date of this Offer Document,

unless otherwise stated

“NTA” : Net tangible assets

“Offer Document” : This offer document dated [●] issued by our Company in

respect of the Placement

“PER” : Price earnings ratio

“Performance Share Plan”

or “PSP”

: The Anchor Resources Performance Share Plan, adopted by

our Company on 28 September 2015, the rules of which are

set out in Appendix I entitled “Rules of the Anchor Resources

Performance Share Plan” to this Offer Document

“Period Under Review” : The period which comprises FY2012, FY2013, FY2014 and

1H2015

“Placement” : The placement of the Placement Shares by the Placement

Agent on behalf of our Company for subscription at the

Placement Price, subject to and on the terms and conditions

of this Offer Document

“Placement Agreement” : The placement agreement dated [●] entered into between our

Company and UOB Kay Hian pursuant to which UOB KayHian agreed to subscribe or procure subscribers for the

Placement Shares, details as described in the section entitled

“Plan of Distr ibution – Management and Placement

Arrangements” of this Offer Document

“Placement Price” : S$[●] for each Placement Share

“Placement Shares” : The [●] Shares which are the subject of the Placement

“Pre-Placement Investors” : Shareholders who invested in our Gr oup prior t o t he

Placement by way of equity in the Company and/or AASB

and/or by way of the RCL

DEFINITIONS

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“Pro Forma NAV” : NAV based on the Unaudited Pro Forma Combined Financial

Information as at 31 December 2014

“RCL” : Redeemable convert ible loan obtained by AASB or our

Company

“RCL Lenders” : The lenders in respect of the RCL

“Relevant Period” : The period which comprises FY2012, FY2013, FY2014, and

from 1 January 2015 up to the Latest Practicable Date

“Remuneration Committee” : The remuneration committee of our Company as at the date of

this Offer Document, unless otherwise stated

“Restructuring Exercise” : The corporate r estr uct uring exercis e under taken in

connection with the Placement, as described in the sectionentitled “Restructuring Exercise” of this Offer Document

“Securities Account” : The securities account maintained by a Depositor with CDP,

but does not include a securities sub-account

“Securities and Futures

Act” or “SFA”

: The Securities and Futures Act (Chapter 289) of Singapore,

as amended or modified from time to time

“Service Agreements” : The service agreements dated 26 October 2015 entered into

between our Company and each of Mr Lim Chiau Woei as

Managing Director and Mr Chan Koon Mong as Executive

Director, as set out in the section entitled “Directors,

Executive Officers and Employees – Service Agreements” of

this Offer Document

“SFR” : Securities and Futures (Offers of Investments) (Share and

Debentures) Regulations 2005 of Singapore, as amended or

modified from time to time

“Share(s)” : Ordinary share(s) in the capital of our Company

“Share Swap Agreement” : The sale and purchase agreement dated 15 September 2015

entered into between our Company and the then shareholdersof AASB to acquire the entire issued and paid-up share capital

of AASB

“Shareholder(s)” : Person(s) who are registered as holder(s) of Shares in the

register of members of our Company, or where CDP is the

registered holder, the term “Shareholders” shall, in relation to

such Shares, mean Depositors whose Securities Accounts are

credited with Shares

“Singapore Take-over

Code”

: The Singapore Code on Take-over and Mergers, as amended

or modified from time to time

DEFINITIONS

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“Substantial Shareholders” : Persons who have an interest in the Shares of not less than

5.0% of the aggregate of all the voting shares of our Company

“Unaudited Pro Forma

Combined Financial

Information”

: The “Independent Auditors’ Assurance Report and Unaudited

Pro Forma Combined Financial Information of Anchor

Resources Limited and its Subsidiaries for the Financial Years

Ended 31 December 2014 and for the Financial Period from 1

January 2015 to 30 June 2015” as set out in Appendix C to this

Offer Document

“1H” : The six-month financial period ended or, as the case may be,

ending 30 June

Currencies, Units and Others

“%” or “per cent.” : Per centum

“A$” or “Australian Dollar” : The lawful currency of Australia

“RM” or “Ringgit Malaysia”

or “sen”

: The lawful currency of Malaysia

“S$” or “Singapore Dollar” : The lawful currency of Singapore

“US$” or “United States

Dollar”

: The lawful currency of the United States of America

“g” : Grams

“g/t” : Gr ams per tonne

“kg” : Kilograms

“oz” : Troy ounces; 1 troy ounce is equivalent to approximately

31.1 g

“t” : Tonnes

“tpa” : Tonnes per annum

Names used in this

Offer Document Names in Passport

“Dato’ Amos Siew” : Siew Boon Yeong

“Dr Wilson Tay” : Tay Chuan Hui

“Henry Sim” : Sim Beng Huat, Henry

“William Law” : Law Phooi Wong

DEFINITIONS

14


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All capitalised items relating to the Performance Share Plan which are not defined in this section

of this Offer Document shall have the meanings ascribed to them as stated in Appendix I of this

Offer Document.

The expressions “associated company”, “associated entity”, “related corporation”, “related entity”,

“Entity At Risk”, “Interested Person”, “Interested Person Transaction”, “subsidiary”, “subsidiary

entity”, “substantial interest-holder” and “Substantial Shareholder” shall have the meanings

ascribed to them respectively in the SFA, the SFR, the Companies Act and/or the Catalist Rules,

as the case may be.

The expressions “Depositor”, “Depository Agent” and “Depository Register” shall have the

meanings ascribed to them respectively in Section 130A of the Companies Act.

Any word defined under the Companies Act, the SFA, the SFR, the Catalist Rules or any statutory

modification thereof and used in this Offer Document and the Application Forms shall, where

applicable, have the meaning ascribed to it under the Companies Act, the SFA, the SFR, theCatalist Rules or any statutory modification thereto, as the case may be.

Words importing the singular shall, where applicable, include the plural and vice versa and words

importing the masculine gender shall, where applicable, include the feminine and neuter genders

and vice versa . References to persons shall include corporations.

The exchange rates used in this Offer Document are for reference only. No representation is made

that any Ringgit Malaysia amounts were, could have been, will be or could be converted into

Singapore dollar amounts at any of the exchange rates used in this Offer Document, at any other

rate or at all.

Any reference in this Offer Document and the Application Forms to any statute or enactment is a

reference to that statute or enactment as for the time being amended or re-enacted.

Any reference in this Offer Document and the Application Forms to Shares being allotted to an

applicant includes an allotment to CDP for the account of that applicant.

Any reference to a time of day in this Offer Document and the Application Forms shall be a

reference to Singapore time unless otherwise stated.

References in this Offer Document to “our Group”, “we”, “our”, and “us” or any other grammatical

variations thereof shall unless otherwise stated, mean our Company, our Group or any member

of our Group as the context requires.

Any discrepancies in the tables included herein between the listed amounts and the totals thereof

are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic

aggregation of the figures that precede them. Where applicable, figures and percentages are

rounded off.

DEFINITIONS

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To facilitate a better understanding of the business of our Group, the following glossary contains

an explanation and description of certain terms used in this Offer Document in connection with our

Group. The terms and their assigned meanings may not correspond to standard industry or

common meanings, as the case may be, or usage of these terms.

“alluvial” or “alluvium” : Loose, unconsolidated soil or sediment, which has been

eroded and reshaped by water in some form, and re-deposited

in a non-marine setting. Alluvium is typically made up of a

variety of materials, including fine particles of silt and clay and

larger particles of sand and gravel

“assay” : Chemical testing of a rock, ore or metal to determine its

content

“bullion” : Gold bullion ranging from purity of 80.0% to 95.0%

“CIL” : Carbon-in-leach, a recovery process in which a slurry of gold

ore, carbon granules and cyanide are mixed together in a

simultaneous process. The cyanide dissolves the gold content

and the gold is absorbed on the carbon; the carbon is

subsequently separated from the slurry for further gold

removal

“CIP” : Carbon-in-pulp, a process similar to CIL, however the initial

slurry is subjected to cyanide leaching in separate tanks

fol lowed by carbon-in-pulp, whereas CIL uti lises a

simultaneous process

“Competent Person”

(as defined under the

JORC Code)

: A minerals industry professional who is a Member or Fellow of

The Australasian Institute of Mining and Metallurgy, or of the

Australian Institute of Geoscientists, or of a Recognised

Professional Organisation, as included in a list available on

the JORC and ASX websites. These organisations have

enforceable disciplinary processes including the powers to

suspend or expel a member. A Competent Person must have

a minimum of five years relevant experience in the style of

mineralisation or type of deposit under consideration and in

the activity which that person is undertaking

“core drilling” or “diamond

core drilling”

: Diamond core drilling in respect of mineral exploration is a

method of drilling which produces a solid core extracted from

the earth for examination on the surface. The key technology

is a diamond-encrusted drill bit to drill through the rock

producing a “core”. Typically, half of the core is split for assay

while the other half is stored for future use and re-assay, if

necessary

“deposit” : A bo dy of mine ra lisatio n th at h as f ormed a s a n atur al

accumulation in the earth’s crust, that has the potential to be

economically extracted

GLOSSARY OF TECHNICAL TERMS

16


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“epithermal vein” : A thin tabular mineral accumulation, often dominated by

quartz, that fills fissures in the rock and has been formed at

low temperature and pressure. Such veins can sometimes

contain significant economic minerals including gold

“Feasibility Study”


JORC Code)

: A comprehensive technical and economic study of the

selected development option for a mineral project that

includes appropriately detailed assessments of applicable

Modifying Factors together with any other relevant operational

factors and detailed financial analysis that are necessary to

demonstrate at the time of reporting that extraction is

reasonably justified (economically mineable). The results of

the study may reasonably serve as the basis for a final

decision by a proponent or financial institution to proceed

with, or f inance, the development of the project. T he

confidence level of the study will be higher than that of aPre-Feasibility Study

“flotation” : A mineral separation process in which valuable minerals, for

example gold, are separated from worthless material or other

valuable minerals

“geological mapping” : A method of recording and organising geological observations

of the earth, in order to develop concepts and interpretations

on geology and mineralisation, including theories on ore

deposits and predictions for the discovery of potential ore

bodies

“gold” : The chemical element that has the symbol “Au” and atomic

number 79

“hard rock” or “in situ

mineralisation”

: Refers to rock or mineralisation that has not yet been mined

and is still in place in the earth

“Indicated Mineral

Resource” (as defined

under the JORC Code)

: That part of a Mineral Resource for which quantity, grade (or

quality), densities, shape and physical characteristics are

estimated with sufficient confidence to allow the application of

Modifying Factors in sufficient detail to support mine planning

and evaluation of the economic viability of the deposit

“Inferred Mineral Resource”


JORC Code)

: That part of a Mineral Resource for which quantity and grade

(or quality) are estimated on the basis of limited geological

evidence and sampling. Geological evidence is sufficient to

imply but not verify geological and grade (or quali ty)

continuity. It is based on exploration, sampling and testing

information gathered through appropriate techniques from

locations such as outcrops, trenches, pits, workings and drill

holes


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“JORC Code” : The Australasian Code for Reporting of Exploration Results,

Mineral Resources and Ore Reserves (2012), prepared by the

Joint Ore Reserves Committee of the Australasian Institute of

Mining and Metallurgy, Australian Institute of Geoscientists

and Minerals Council of Australia

“Measured Mineral

Resource” (as defined


: That part of a Mineral Resource for which quantity, grade (or

quality), densities, shape and physical characteristics are

estimated with confidence sufficient to allow the application of

Modifying Factors to support detailed mine planning and final

evaluation of the economic viability of the deposit

“Mineral Resource”


JORC Code)

: A concentration or occurrence of solid material of economic

interest in or on the Earth’s crust in such form, grade (or

quality), and quantity that there are reasonable prospects for

eventual economic extraction. The location, quantity, grade(or quality), continuity and other geological characteristics of

a Mineral Resource are known, estimated or interpreted from

specific geological evidence and knowledge, including

sampling. Mineral Resources are sub-divided, in order of

increasing geological confidence, into Inferred, Indicated and

Measured categories

“Modifying Factors”


JORC Code)

: Considerations used to convert Mineral Resources to Ore

Reserves. These include, but are not restricted to, mining,

processing, metallurgical, infrastructure, economic,

marketing, legal, environmental, social and governmental

factors

“ore” : A naturally occurring solid material from which a metal or

valuable mineral can be extracted profitably

“Ore Reserve” (as defined


: T he economically mineable part of a Measured and/or

Indicated Mineral Resource. It includes diluting materials and

allowances for losses, which may occur when the material is

mined or extracted and is defined by studies at Pre-Feasibility

or Feasibility level as appropriate that include application of

Modifying Factors. Such studies demonstrate that, at the time

of reporting, extraction could reasonably be justified

“outcrop” : The surface expression of a rock layer

“placer mining” : Mining of stream bed (alluvial) deposits for minerals, which

may be done by open-pit mining (also known as open-cast

mining) or by various surface excavation equipment, dredging

or tunnelling equipment


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“Pre-Feasibility Study”


JORC Code)

: A comprehensive study of a range of options for the technical

and economic viability of a mineral project that has advanced

to a stage where a preferred mining method, in the case of

underground mining, or the pit configuration, in the case of an

open pit, is established and an effective method of mineral

processing is determined. It includes a financial analysis

based on reasonable assumptions on the Modifying Factors

and the evaluation of any other relevant factors which are

sufficient for a Competent Person, acting reasonably, to

determine if all or part of the Mineral Resources may be

converted to an Ore Reserve at the time of reporting. A

Pre-Feasibility Study is at a lower confidence level than a

Feasibility Study

“quartz” : A mineral with a crystal structure having a continuous

framework of silicon and oxygen

“rectifier” : An electrical device which converts an alternating current into

a direct current by allowing the current to flow through in one

direction only

“reverse circulation drilling”

or “RC drilling”

: A method of drilling that utilises drill rods with inner and outer

tubes, where air or drilling fluids are pumped down to the drill

bit in the inner tube and drill cuttings are returned to the

surface in between the inner and outer tubes. This method of

drilling produces samples of better quality than conventional

percussion drilling

“stoping” : Process of extracting desired or other mineral from an

underground mine, leaving behind an open space known as a

stope

“tailings” : The fine grained materials left over after the process of

extracting most of the gold from the uneconomic fraction of

the gold ore, through crushing, grinding, gravity separation

and cyanidation

“trommel” : Rotating cylindrical sieve or screen used for washing and

sorting crushed ore

“VALMIN Code” : Code for the Technical Assessment and Valuation of Mineral

and Petroleum Assets and Securities for Independent Expert

Reports 2005 Edition, prepared by the VALMIN Committee, a

joint committee of the Australasian Institute of Mining and

Metallurgy, the Australian Institute of Geoscientists and the

Miner al Ind ustr y Co nsult ant s Associa tion wit h t he

participation of the Australian Securities and Investment

Commission, the ASX, the Minerals Council of Australia, the

Petroleum Exploration Society of Australia, the Securities

Association of Australia and representatives from the

Australian finance sector


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All statements contained in this Offer Document, statements made in press releases and oral

statements that may be made by us or our Directors, Executive Officers or employees acting on

our behalf, that are not statements of historical fact, constitute “forward-looking statements”. You

can identify some of these statements by forward-looking terms such as “anticipate”, “believe”,

“could”, “estimate”, “profit estimate”, “expect”, “intend”, “may”, “plan”, “will” and “would” or similar

words. However, you should note that these words are not the exclusive means of identifying

forward-looking statements. All statements regarding our expected financial position, trend

information, business strategies, plans and prospects are forward-looking statements.

These forward-looking statements, including without limitation, statements as to our revenue and

profitability, cost measures, planned strategy and anticipated expansion plans, expected growth

in demand, expected industry trends and any other matters discussed in this Offer Document

regarding matters that are not historical fact, are only predictions. These forward-looking

statements involve known and unknown risks, uncertainties and other factors that may cause our

actual results, performance or achievements to be materially different from any future results,

performance or achievements expected, expressed or implied by these forward-lookingstatements. These risks, uncertainties and other factors include, among others, the following:

(i) changes in political, social and economic conditions, the regulatory environment, laws and

regulations and interpretation thereof in the jurisdictions where we conduct business or

expect to conduct business;

(ii) the risk that we may be unable to realise our anticipated growth strategies and expected

internal growth;

(iii) changes in currency exchange rates;

(iv) changes in our future capital needs and the availability of financing and capital to fund these

needs; and

(v) other factors beyond our control.

Some of these risk factors are discussed in greater detail in this Offer Document, in particular, but

not limited to, the discussions under the sections entitled “Risk Factors” and “Management’s

Discussion and Analysis of Financial Position and Results of Operations” of this Offer Document.

All forward-looking statements by or attributable to us, or persons acting on our behalf, contained

in this Offer Document are expressly qualified in their entirety by such factors. These forward-

looking statements are applicable only as of the date of this Offer Document.

Given the risks and uncertainties that may cause our actual future results, performance or

achievements to be materially different from that expected, expressed or implied by the

forward-looking statements in this Offer Document, undue reliance must not be placed on these

statements. None of us, the Sponsor, Issue Manager and Placement Agent or any other person

represents or warrants that our actual future results, performance or achievements will be as

discussed in those statements.

Our actual future results may differ materially from those anticipated in these forward-looking

statements as a result of the risks faced by us. We, the Sponsor, Issue Manager and Placement

Agent disclaim any responsibility to update any of those forward-looking statements or publicly

announce any revisions to those forward-looking statements to reflect future developments,

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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events or circumstances, even if new information becomes available or other events occur in the

future. We are, however, subject to the provisions of the SFA and the Catalist Rules regarding

corporate disclosure.

In particular, pursuant to Section 241 of the SFA, if after the registration of this Offer Document

but before the close of the Placement, we become aware of:

(a) a false or misleading statement or matter in this Offer Document;

(b) an omission from this Offer Document of any information that should have been included in

it under the SFA, the SFR or the Catalist Rules; or

(c) a new circumstance that has arisen since this Offer Document was lodged with the SGX-ST,

acting as agent on behalf of the Authority, which would have been required by the SFA, the

SFR or the Catalist Rules to be included in this Offer Document if it had arisen before this

Offer Document was lodged,

and that is materially adverse from the point of view of an investor, our Company may in

consultation with the Sponsor, Issue Manager and Placement Agent, lodge a supplementary or

replacement offer document with the SGX-ST, acting as agent on behalf of the Authority.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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SINGAPORE

This Offer Document does not constitute an offer, solicitation or invitation to subscribe for the

Placement Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is

not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation.

No action has been or will be taken under the requirements of the legal or regulatory requirements

of any jurisdiction, except for the lodgement and/or registration of this Offer Document in

Singapore in order to permit a public offering of the Placement Shares and the public distribution

of this Offer Document in Singapore. The distribution of this Offer Document and the offering of

the Placement Shares in certain jurisdictions may be restricted by the relevant laws in such

jurisdictions. Persons who may come into possession of this Offer Document are required by us

and the Sponsor, Issue Manager and Placement Agent to inform themselves about, and to

observe and comply with, any such restrictions at their own expense and without liability to us and

the Sponsor, Issue Manager and Placement Agent.

Persons to whom a copy of this Offer Document has been issued shall not circulate to any otherperson, reproduce or otherwise distribute this Offer Document or any other information herein for

any purpose whatsoever nor permit or cause the same to occur.

MALAYSIA

No Offer Document or other offering material or document in connection with the Placement and

sale of the Placement Shares has been or will be registered with the Securities Commission of

Malaysia pursuant to the Capital Markets and Services Act 2007 and no approval or recognition

for the offering of the Placement Shares has been or will be obtained from the Securities

Commission of Malaysia pursuant to the Capital Markets and Services Act 2007. Accordingly, this

Offer Document and any other document or material in connection with the Placement, or

invitation for subscription, of the Placement Shares may not be circulated or distributed, nor may

the Placement Shares be offered or sold, or be made the subject of an invitation for subscription

or purchase, whether directly or indirectly, in Malaysia. This Offer Document does not constitute

and may not be used for the purpose of a public offering or an issue, offer for subscription,

invitation to subscribe for any securities requiring the registration of an offer document with the

Securities Commission of Malaysia under the Capital Markets and Securities Act 2007. If you are

in doubt as to the action you should take, you should consult your stockbroker, bank manager,

solicitor or other professional adviser immediately.

SELLING RESTRICTIONS

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LISTING ON CATALIST

The Sponsor and Issue Manager has, on our behalf, made an application to the SGX-ST for

permission to deal in, and for listing and quotation of, all our Shares already issued, the Placement

Shares, the Award Shares, the Alvito Shares and the Employee Shares, on Catalist. Such

permission will be granted when our Company has been admitted to Catalist. Acceptances of

applications and the allotment and allocation of the Placement Shares will be conditional upon,

inter alia , the completion of the Placement, which is subject to certain conditions, including

permission being granted by the SGX-ST to list and deal in, and for quotation of, all our Shares,

including the Placement Shares, the Award Shares, the Alvito Shares and the Employee Shares,

on Catalist. Monies paid in respect of any application accepted will be returned, without interest

or any share of revenue or other benefit arising therefrom and at the applicant’s own risk, if the

completion of the Placement does not occur because the said permission is not granted or for any

reason, and the applicant will not have any claim against us, the Sponsor, Issue Manager and

Placement Agent. No Shares will be allotted and/or allocated on the basis of this Offer Document

later than six months after the date of registration of this Offer Document by the SGX-ST, actingas agent on behalf of the Authority.

Companies listed on Catalist may carry higher investment risk when compared with larger or more

established companies listed on the Mainboard of the SGX-ST. In particular, companies may list

on Catalist without a track record of profitability and there is no assurance that there will be a liquid

market in the shares or units of shares traded on Catalist. You should be aware of the risks of

investing in such companies and should make the decision to invest only after careful

consideration and, if appropriate, consultation with your professional adviser(s).

Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer

Document, or assumes any responsibility for the contents of this Offer Document, including the

correctness of any of the statements made, reports contained or opinions expressed in this Offer

Document. The SGX-ST does not normally review the application for admission but relies on the

Sponsor and Issue Manager confirming that our Company is suitable to be listed and complies

with the Catalist Rules. Neither the Authority nor the SGX-ST has in any way considered the merits

of the Placement Shares being offered for investment.

Admission to Catalist is not to be taken as an indication of the merits of the Placement, our

Company, our subsidiaries or our Shares.

A copy of this Offer Document has been lodged with and registered by the SGX-ST, acting as

agent on behalf of the Authority. Registration of the Offer Document by the SGX-ST, acting as

agent on behalf of the Authority, does not imply that the SFA, the Catalist Rules or any other legalor regulatory requirements, have been complied with. The SGX-ST has not, in any way,

considered the merits of our existing issued Shares, the Placement Shares, the Award Shares, the

Alvito Shares or the Employee Shares, as the case may be, being offered or in respect of which

an invitation is made, for investment. We have not lodged or registered this Offer Document in any

other jurisdiction.

We are subject to the provisions of the SFA and the Catalist Rules regarding corporate disclosure.

In particular, if after the registration of this Offer Document but before the close of the Placement,

we become aware of:

(a) a false or misleading statement or matter in this Offer Document;

DETAILS OF THE PLACEMENT

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(b) an omission from this Offer Document of any information that should have been included in

it under the requirements of the SFA, SFR or the Catalist Rules; or

(c) a new circumstance that has arisen since this Offer Document was lodged with the SGX-ST,

acting as agent on behalf of the Authority and which would have been required by the

requirements of the SFA, SFR or the Catalist Rules to be included in this Offer Document if

it had arisen before this Offer Document was lodged,

and that is materially adverse from the point of view of an investor, we may lodge a supplementary

or replacement offer document with the SGX-ST, acting as agent on behalf of the Authority.

In the event that a supplementary or replacement offer document is lodged with the SGX-ST,

acting as agent on behalf of the Authority, the Placement shall be kept open for at least 14 days

after the lodgement of such supplementary or replacement offer document.

Where prior to the lodgement of the supplementary or replacement offer document, applicationshave been made under this Offer Document to subscribe for the Placement Shares and:

(a) where the Placement Shares have not been issued to the applicants, we shall either:

(i) within two days (excluding any Saturday, Sunday or public holiday) from the date of

lodgement of the supplementary or replacement offer document, give the applicants

notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or

replacement offer document, as the case may be, and provide the applicants with an

option to withdraw their applications; and take all reasonable steps to make available

within a reasonable period the supplementary or replacement offer document, as the

case may be, to the applicants who have indicated they wish to obtain, or who have

arranged to receive, a copy of the supplementary or replacement offer document;

(ii) within seven days from the date of lodgement of the supplementary or replacement offer

document, give the applicants the supplementary or replacement offer document, as the

case may be, and provide the applicants with an option to withdraw their applications;

or

(iii) treat the applications as withdrawn and cancelled, in which case the applications shall

be deemed to have been withdrawn and cancelled; and we shall within seven days from

the date of lodgement of the supplementary or replacement offer document, return all

monies paid in respect of any application, without interest or any share of revenue or

other benefit arising therefrom and at the applicants’ own risk; or

(b) where the Placement Shares have been issued to the applicants but trading has not

commenced, we shall either:

(i) within two days (excluding any Saturday, Sunday or public holiday) from the date of

lodgement of the supplementary or replacement offer document, give the applicants

notice in writing of how to obtain, or arrange to receive, a copy of the same and provide

the applicants with an option to return to us the Placement Shares which they do not

wish to retain title in; and take all reasonable steps to make available within a

reasonable period the supplementary or replacement offer document, as the case may

be, to the applicants who have indicated they wish to obtain, or who have arranged toreceive, a copy of the supplementary or replacement offer document;

DETAILS OF THE PLACEMENT

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(ii) within seven days from the date of lodgement of the supplementary or replacement offer

document, give the applicants the supplementary or replacement offer document, as the

case may be, and provide the applicants with an option to return to us the Placement

Shares which they do not wish to retain title in; or

(iii) treat the issue of the Placement Shares as void, in which case the issue and/or sale of

the Placement Shares shall be deemed void; and we shall within seven days from the

date of lodgement of the supplementary or replacement offer document return all

monies paid in respect of any application, without interest or any share of revenue or

other benefit arising therefrom and at the applicants’ own risk.

An applicant who wishes to exercise his option under paragraph (a)(i) or (ii) above to withdraw his

application shall, within 14 days from the date of lodgement of the supplementary or replacement

offer document, notify us of this, whereupon we shall, within seven days from the receipt of such

notification, pay to him all monies paid by him on account of his application for the Placement

Shares without inte

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