Courage Marine : Placing Of New Shares - Announcement Posted By Company On Hong Kong Stock Exchange Website

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This announcement is for information purposes only and does not constitute an invitation or offer to acquire purchase or subscribe for any securities of the Company.

COURAGE MARINE GROUP LIMITED

(Incorporated in Bermuda with limited liability) (Hong Kong Stock Code: 1145) (Singapore Stock Code: ATL.SI)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

PLACING OF NEW SHARES UNDER GENERAL MANDATE

On 6 January 2017 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent whereby the Company conditionally agreed to place, through the Placing Agent, on a best effort basis, up to 25,400,000 new Shares to not less than six independent Placees at the Placing Price of HK$3.820 per Placing Share.

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the Completion Date, the Placing Shares represent approximately 19.99% of the Company's existing issued share capital and approximately 16.66% of the Company's issued share capital as enlarged by the allotment and issue of the Placing Shares.

The Placing Shares will be allotted and issued under the General Mandate.

The Placing is conditional upon, among others, the Listing Committee of the Hong Kong Stock Exchange granting the listing of, and permission to deal in, the Placing Shares.

The gross proceeds from the Placing will be HK$97,028,000. The Company intends to use the entire net proceeds of approximately HK$94,500,000 from the Placing as general working capital of the Group and/or funding of attractive business/investment opportunities if so arise.

As completion of the Placing is subject to the satisfaction of a number of conditions under the Placing Agreement and the Placing is on a best effort basis, the Placing may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

The Board is pleased to announce that on 6 January 2017 (after trading hours), the Placing Agreement has been entered into between the Company and the Placing Agent. Summarised below are the principal terms of the Placing Agreement.

THE PLACING AGREEMENT Date

6 January 2017 (after trading hours)

Parties

The Company and the Placing Agent

Placing Agent

Get Nice Securities Limited, the Placing Agent, has conditionally agreed to place up to 25,400,000 Placing Shares on a best effort basis and in consideration thereof, it will receive a placing commission of 2.5% on the gross proceeds of the Placing upon completion of the Placing. The Directors are of the view that the placing commission accords with the market rate and is fair and reasonable.

To the best of the Directors' knowledge and belief having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons.

Placees

The Placing Agent will place the Placing Shares to not less than six independent Placees, being professional, institutional or other investors, who and whose ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons. It is expected that none of the Placees will become substantial Shareholder (as defined in the Listing Rules) immediately after completion of the Placing.

Number of Placing Shares

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the Completion Date (save for the allotment and issue of the Placing Shares), the 25,400,000 Placing Shares represent approximately 19.99% of the Company's existing issued share capital and approximately 16.66% of the Company's issued share capital as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the Placing Shares under the Placing will be US$4,572,000 (equivalent to HK$35,433,000, based on an exchange rate of HK$7.75: US$1.00 as at 6 January 2017).

Placing Price

The Placing Price of HK$3.820 per Placing Share represents:

1. a discount of approximately 17.85% to the closing price of HK$4.650 per Share as quoted on the Hong Kong Stock Exchange on 6 January 2017, being the date of the Placing Agreement;

2. a discount of approximately 18.31% to the average closing price of HK$4.676 per Share as quoted on the Hong Kong Stock Exchange for the five consecutive trading days up to and including 5 January 2017; and

3. a discount of approximately 18.01% to the average closing price of HK$4.659 per Share as quoted on the Hong Kong Stock Exchange for the ten consecutive trading days up to and including 5 January 2017.

The Placing Price, which was agreed after arm's length negotiation between the Company and the Placing Agent, was determined with reference to the prevailing market price of the Shares. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

Ranking of Placing Shares

The Placing Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Placing Shares.

General Mandate

The Placing Shares will be allotted and issued under the General Mandate granted to the Directors by a resolution of the Shareholders passed at the annual general meeting of the Company held on 29 April 2016 pursuant to which the Directors are authorised to allot and issue up to 25,411,785 new Shares from 29 April 2016 to the conclusion of the first annual general meeting of the Company following the passing of the ordinary resolution in respect of the grant of the General Mandate. The Placing will utilize approximately 99.95% of the General Mandate.

As at the date of this announcement, no new Shares have been issued and allotted under the General Mandate. Accordingly, the issue of the Placing Shares is not subject to the approval of the Shareholders.

Conditions of the Placing

Completion of the Placing is conditional upon the fulfillment of the following:

1. the listing of and permission to deal in the Placing Shares being granted by the Listing Committee of the Hong Kong Stock Exchange (the "Listing Approval") (and such permission and listing not subsequently being revoked prior to the delivery of definitive share certificate(s) representing the Placing Shares); and

2. the transactions contemplated by the Placing Agreement not being prohibited by law or regulation or interpretation thereof (including without limitation, any statute, order, rule, regulation, request, judgement or directive promulgated or issued by any legislative, executive, judicial or regulatory body or authority) in Hong Kong or other jurisdiction which is applicable to the Company, the Placing Agent and/or any of the Placees.

   If the conditions are not fulfilled on or prior to the Long Stop Date, the Placing Agreement will lapse and none of the parties thereto shall have any claim against the other for costs, damages, compensation or otherwise save for any antecedent breach of the Placing Agreement.

   Application for listing

   Application will be made by the Company to the Listing Committee of the Hong Kong Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

   Termination of the Placing

   The Placing Agent may terminate the Placing Agreement without any liability to the Company, by notice in writing to the Company at any time prior to the Completion Date upon the occurrence of any of the following events which, in the absolute opinion of the Placing Agent, has or may have a material adverse effect on the business or financial conditions, affairs or prospects of the Company or the Group taken as a whole or the success of the Placing or otherwise makes it inappropriate, inadvisable or inexpedient to proceed with the Placing on the terms and in the manner contemplated in the Placing Agreement:

3. there develops, occurs or comes into force:

4. the occurrence of any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing before, on and/or after the date of the Placing Agreement) and including an event or change in relation to or a development of an existing state of affairs of a political,