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8/20/2019 ANCHOR RESOURCES LIMITED.pdf
1/544
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
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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
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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
Offer Document, unless otherwise stated
“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
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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
Offer Document, unless otherwise stated
“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
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“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
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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
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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
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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”
(as defined under the
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”
(as defined under the
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
GLOSSARY OF TECHNICAL TERMS
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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
under the JORC Code)
: 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”
(as defined under the
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”
(as defined under the
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
under the JORC Code)
: 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
GLOSSARY OF TECHNICAL TERMS
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“Pre-Feasibility Study”
(as defined under the
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
GLOSSARY OF TECHNICAL TERMS
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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