MAGNUS ENERGY GROUP LTD - PDF document

1 MAGNUS ENERGY GROUP LTD. (Incorporated
MAGNUS ENERGY GROUP LTD. (Incorporated in Singapore) (Registration No. 198301375M) ENTRY INTO HEADS OF AGREEMENT WITH AREA ENERGY INC , TAIWAN 1. INTRODUCTION The Board of Directors ( “ Board ”) of Magnus Energy Group Ltd. (the “ Company ” a nd together with it s subsid iaries , the “ Group ”) wishes to announce that the Company has entered into a non - binding H eads of A greement (“ HOA ”) dated 10 June 2020 with AREA Energy Inc ( “ AEI ”) in relation to a possible collaboration between the Company, Oriental EPC Private Lim ited ( “ Oriental EPC ” ) or a designated subsidiary / entity of Oriental as a joint venture partner of the Company, a nd AEI (colle ctively, the “ P arties ” ) for their respective r e source s t o jointly pur s ue the A ustralasian re gion for engineering, procurement, in stallation and commissionin g type project s ( “ Pr ojects ” ) (the “ Proposed Colla boration ” ) . T he HOA is subject to the execution of a formal c onsortium a greement ( “ Conso rt ium A greement ” ) , which is targeted to be executed within 45 days from the date of HOA . I t is the intent of the P a rties of the HOA to enga ge in further negotiations regarding the detailed terms, provisions and conditions of the Consortium Agreement. 2. OBJECTIVE OF THE HO A The P arties of the HOA intend t o pur sue mutually selecte d potential projects on an exclusive j oi nt v enture / c onsor tium basis. How ever, amo ngst themsel ves the y shall be ea ch responsible for their own scope of supply. T he agreed scope of supply of th e P arties for the Projects is set out i n the HOA . The P arties a greed that t hey will share all formal an d info r ma l informat ion on the Projects. 3 . INFORMATIO N ON THE ORIENTAL EPC GROUP Oriental and its subsidiaries (collect ively, the “ Oriental EPC Group ” ) i s one of the top engineering, procuremen t and construction ( “ EPC ” ) c omp an ies in India and primar ily provid es EPC services to major organisations in the chemical process ing plant , e ffluent tr eatment plant , metallurgical, m ini r efinery, thermal and nuclear power, oil terminal operations, organic and inorganic chemicals and basi c infrast ructure s ectors. Mor e information on the Or iental EPC Group can be fo und in its company profile which ha s been attached as a separate appendix to this announcement ( the “ Oriental Company Profile ” ) or on the Oriental EPC Group ’ s webs ite a t http: //orientalepc.com/ . T he information o n the Oriental EPC Group above and the Oriental Company Profile w ere prepared and provided to the Company by the Oriental EPC Group . The Directors have not conducted an independen t revie w or verification of t h e accuracy of the statements and information above a nd /or contained in the Orienta l Company Profile . 3 . INFORMATIO N ON AE I Founded in October 1989, A EI is a professional provide r of EPC servi c es for projects such as nucle ar power plant s , therma l power plant s , pharmaceutical fact or ie s and c ivil/ structural / architectural/pip i ng construction in Taiwan . Mor e information on AEI can be fo und in its company profile which has been attached as a separate appendix

2 to this announcemen t ( the “ AEI
to this announcemen t ( the “ AEI Company Prof ile ” ) or on AEI ’ s webs ite a t http: //www.areagroup.com.t w . T he information o n AEI above and the AEI Company Profile w ere prepared and provided to the Company by AEI . The Directors have no t conducted an independe nt review or verification of t h e accura cy of the statements and information above a nd /or contained in the AEI Company Profile . 4 . INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS None of the D irectors or the contr olling sha reholders of the Company h a s any interest, di rect or ind irect, i n the Proposed C ollaboration, other than thr ough their respective shareholdings i n the Company . 5 . DUR ATION OF THE HOA The HOA shall terminate upon the earlie st of any of t he following ev e nts: - a) Execution of the Consortium A g reement by the P a rt ies ; b) B y mutual consent of the P arties; or c) On 31 Dece mber 202 1. 6 . FURTHER ANNOUNCEMENT S The Company will make further announcement(s) to disclose the de tails of the c ollabo ration upon the executi on of the Consortium A gr eement and/or appropriate updat e announ cement(s) when there is any further material developmen t on the Proposed C ollabora tion or the HOA in compliance w ith the relevant provisions of the Si ngapore Exchange Securities Trading Limited Listing Manual Section B: Rules of Catal ist . Subject to the fi nal terms of the Coll aboration Agreement, the Company m ay seek such approvals as m ay be required, including approval from shareh olders of the C ompan y (the “ Shareholders ” ) and /or regulatory appr ovals . 7 . C AUTIONARY S TATEMENT Shareho lder s and pote ntial i n v estors are advised to read this announcement and any fu rther announcements by th e Company carefully. Shareholder s and potential investors should not e that the HOA is non - bindi ng and there is no certainty or assuranc e that (i) the Consortium Agreem ent wil l be executed by th e P arties ; or (ii) the Proposed C oll aboration will be completed or be pro ce e ded with . As such, Shareholders and potential investor s are advised to exercise caution when deali ng or trading in the sha res of the C o mpany . When in doub t as to the a ction they should take, S hareholders and potentia l investors should consult their stockbrokers, bank managers, solicitors, accountants or other professional advisers. BY ORDER OF THE BO ARD Ch a rle s Mad havan Exe cutive Director and C h ief Exe cutive Offi ce r 11 June 2020 This announc ement has be en prep a red by the Company and rev iewed by t he sponsor, Novus Corporate Finance Pte. Ltd. (the “ Spons or ”), in compliance with Rul e 226(2 )(b) o f t he Sin ga pore Exchange Se cur ities Trad ing Lim ited (the “ S GX - ST ”) Listin g Manual Sect i on B: Rules of Catalist. T his ann o uncement has not been exam ined or ap proved by the SGX - ST and the SGX - ST assumes no responsibi lity for the conten t s of thi s annou ncement , includ in g the correctnes s o f any of t he stat ements or op inions made, o r reports con t ained in this a nnouncement. The c ontact person for the Spon sor is Mr Pong Chen Yih, Chief Operating Officer, at 9 Raffles Plac e, #17 - 05 Republic P laza Tow er 1, S ingapore 048619 , telephone (65) 6 950 2188