ANCHOR RESOURCES LIMITED

(Company Registration Number 201531549N)

(Incorporated in the Republic of Singapore)

  1. SETTLEMENT OF S$3,500,000 LOAN BY WAY OF ISSUANCE OF 2,427,293,288 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AT AN ISSUE PRICE OF S$0.00149 PER SHARE; AND
  2. PAYMENT OF INTRODUCER FEE OF S$262,500 BY WAY OF ISSUANCE OF 176,174,497 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AT AN ISSUE PRICE OF S$0.00149 PER SHARE

1. INTRODUCTION

  1. The board of directors (the "Board" or "Directors") of Anchor Resources Limited (the "Company", and together with its subsidiaries, the "Group") refers to its previous announcement dated 16 October 2020 in relation to the loan agreement ("Loan Agreement") entered into with Lim Beng Chew, Tang Yao Zhi, Tan Soo Kia and Lee Teck (collectively, the "Lenders") in connection with the grant of an unsecured term loan ("Loan") of S$3,500,000 ("Loan Amount") to the Company ("Loan Announcement"). Unless otherwise defined, capitalised terms used in the Loan Announcement have the same meanings as used in this announcement.
  2. Pursuant to the Loan Agreement, interest would accrue on the Loan Amount at a rate of ten per cent. (10%) per annum, and the Company has to repay the Loan Amount and any accrued interest thereon ("Total Debt") in full on such date falling four (4) consecutive calendar months from the date of the Loan Agreement, or such other date as may be expressly agreed upon between the Lenders and the Company from time to time in writing. The Company has the sole discretion to repay the Total Debt in cash or by way of issuance of shares in the capital of the Company.
  3. Pursuant to the Loan Agreement, the Company issued a written notice on 30 December 2020 to each of the Lenders exercising its discretion to repay the Total Debt by way of issuance and allotment of 2,427,293,288 new ordinary shares ("Settlement Shares") at a mutually agreed issue price of S$0.00149 per Settlement Share ("Issue Price"). On 30 December 2020, each of the Lenders provided their respective consents to the number of Settlement Shares to be issued to them and the Issue Price. Accordingly, the Company entered into four separate deeds of settlement with each of the Lenders on 30 December 2020 (collectively, the "Settlement Deeds" and each a "Settlement Deed") to document their mutual understanding in respect of the issuance of the Settlement Shares.
  4. As the Company is exercising its discretion to repay the Total Debt to the Lenders via the issuance of the Settlement Shares, pursuant to the Loan Agreement, the Company also issued a written notice on 30 December 2020 to Cedric Yap Kun Hao ("Introducer"), the individual who introduced the Lenders to the Company, exercising its discretion to pay the introducer fee of S$262,500 ("Introducer Fee") payable to the Introducer under the Loan

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Agreement by way of issuance and allotment of 176,174,497 new ordinary shares ("Introducer Shares") at the Issue Price. On 30 December 2020, the Introducer provided his consent to the number of Introducer Shares and the Issue Price.

1.5. The issuance of the Settlement Shares and the Introducer Shares is subject to, inter alia, the approval of the shareholders of the Company (the "Shareholders").

2. SETTLEMENT DEEDS

2.1. Pursuant to the Settlement Deeds:

2.1.1 the Total Debt, being S$3,616,667, will be fully settled and satisfied by the issuance and allotment of such number of Settlement Shares to each of the Lenders at the Issue Price in the following proportions as set out below (the "Settlement Share Issue"):

Lender

Loan

Interest

Applicable

Number

of

%

of

Amount

Amount

Total

Debt

Settlement

enlarged

Amount

Shares

share

capital

of

the

Company(1)

Lim Beng Chew

S$1,780,000

S$59,333

S$1,839,333

1,234,452,015

28.93%

Tang Yao Zhi

S$890,000

S$29,667

S$919,667

617,226,008

14.46%

Tan Soo Kia

S$615,000

S$20,500

S$635,500

426,510,106

9.99%

Lee Teck

S$215,000

S$7,167

S$222,167

149,105,159

3.49%

TOTAL

S$3,500,000

S$116,667

S$3,616,667

2,427,293,288

56.87%

Note:

  1. This is calculated on the enlarged share capital of the Company (excluding treasury shares and subsidiary holdings) of 4,267,460,901 ordinary shares in the capital of the Company; and

2.1.2 upon completion of the Settlement Share Issue in accordance with the terms of the Settlement Deeds, the Total Debt shall be deemed to be repaid to each of the Lenders and shall be considered fully and finally settled,

(collectively, the "Proposed Settlement").

  1. The Introducer Fee, being S$262,500, will be fully settled and satisfied by the issuance and allotment of 176,174,497 Introducer Shares to the Introducer at the Issue Price ("Introducer Share Issue", and collectively with the Proposed Settlement, the "Proposed Transactions"), and upon completion of the Introducer Share Issue, the Introducer Fee shall be deemed to be paid to the Introducer.
  2. Please refer to paragraph 5 of this announcement for further information on the Settlement Share Issue and the Introducer Share Issue.
  3. Please refer to Appendix A of this announcement for the current and expected shareholding interests of the Lenders and the Introducer in the Company before and after the completion of the Proposed Transactions.

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3. INFORMATION ON THE LENDERS AND THE INTRODUCER

3.1. Details of the Lenders are as follows:

Name of Lender

Background of Lender

Lim Beng Chew

Lim Beng Chew is a Singapore citizen. He is a businessman

who is involved in trading distribution and property

development.

Tang Yao Zhi

Tang Yao Zhi is a Singapore citizen. He is a businessman who

handles his own family office and engages in investments both

locally and abroad.

Tan Soo Kia

Tan Soo Kia is a Singapore citizen. He is an entrepreneur who

runs businesses in different industries. He also invests in

startup companies.

Lee Teck

Lee Teck is a Singapore citizen. He is an entrepreneur who

focuses on investments and private equity.

As disclosed in the Company's previous announcement dated 16 October 2020 Lenders was introduced by the Introducer as lenders who granted the Loan to the Company. Please refer to the Company's announcement dated 16 October 2020 released on SGXNET at https://www.sgx.com/securities/company-announcements for more information on the above.

3.2. Details of the Introducer are as follows:

Name of Introducer

Background of Introducer

Cedric Yap Kun Hao

Cedric Yap Kun Hao is a Singapore citizen. He manages

companies in various industries.

The Introducer had independently approached the Company when the Company was sourcing in the market for external financing opportunities and had introduced the Lenders to the Company for the extension of the Loan.

  1. As at the date of this announcement, the Lenders and/or the Introducer do not hold, directly or indirectly, any shares in the Company. The Lenders and the Introducer are not interested persons as defined under Chapter 9 of the Listing Manual Section B: Rules of Catalist ("Catalist Rules") of the Singapore Exchange Securities Trading Limited and do not fall under the class of restricted persons as specified in Rule 812 (1) of the Catalist Rules.
  2. Each of the Lenders and the Introducer has confirmed that he is subscribing for the Settlement Shares and/or the Introducer Shares as principal and for his own benefit and is not acting in concert with any other person or company, and have not entered into any agreement, arrangement or understanding (whether oral or in writing) with any person or company to act as parties in concert in relation to the Company's shares, within the definition of the Singapore Code on Take-overs and Mergers ("Take-overCode").
  3. To the best of the knowledge of the Directors and save as disclosed above, the Lenders and the Introducer do not have any other connections (including business relationships) with the Company, the Group, the Directors and substantial shareholders of the Company.

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4. CONDITIONS PRECEDENT

4.1. Conditions

The Proposed Transactions are conditional upon, and subject to, inter alia, the following:

  1. the receipt of the listing and quotation notice ("LQN") from the Singapore Exchange Securities Trading Limited ("SGX-ST") (and such notice not having been withdrawn or revoked on or prior to the completion of the Settlement Share Issue and/or the Introducer Share Issue) for the dealing in, listing of and quotation for the Settlement Shares and/or the Introducer Shares on the Catalist and, if such approval is granted subject to conditions, to the extent that any conditions for the listing and quotation of the Settlement Shares and/or the Introducer Shares on the Catalist are required to be fulfilled on or before Completion, they are so fulfilled;
  2. the approval of the Shareholders in a general meeting having been obtained for:
    1. the issuance and allotment of the Settlement Shares to the Lenders;
    2. the issuance and allotment of the Introducer Shares to the Introducer; and
    3. any other resolution in connection thereto as may be required to ensure that the Proposed Settlement, the Settlement Share Issue and the Introducer Share Issue are:
      1. in compliance with all relevant laws and the Take-over Code; and
      2. do not impose any other obligation on the Lenders or the Introducer to acquire the shares of any other Shareholder;
  3. all other approvals, confirmations, authorisations, registrations, licences, waivers, rulings, opinions and/or consents (whether governmental, statutory, corporate or otherwise or from financial institutions or any entitled third parties) which are necessary to be obtained in respect of or in connection with the Proposed Transactions being granted or obtained or which are required to ensure that the Proposed Transactions, the Settlement Share Issue and/or the Introducer Share Issue are:
    1. in compliance with all relevant laws and the Take-over Code; and
    2. do not impose any other obligation on the Lenders or the Introducer to acquire the shares of any other Shareholder,

and the same remaining in full force and effect and not being withdrawn or amended on or before Completion (as defined herein), and to the extent that such approvals, confirmations, authorisations, registrations, licences, waivers, rulings and/or consents are subject to any conditions required to be fulfilled before Completion, all such conditions having been duly so fulfilled; and

4.1.4 (in respect of the Proposed Settlement only) none of the Company or the Lenders having received notice of any injunction or other order, directive or notice restraining or prohibiting the consummation of the transactions contemplated by the Settlement Deeds, and there being no action seeking to restrain or prohibit the consummation

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Anchor Resources Ltd. published this content on 30 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 January 2021 15:19:05 UTC