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About Resources Prima Group

Resources Prima Group is a coal miner.

Resources Prima Group Headquarter Location

Indonesia

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Latest Resources Prima Group News

General Announcement::UPDATE PURSUANT TO RULE 704(22) OF THE CATALIST RULES

Jul 31, 2021

07/30/2021 | 11:42pm EDT Message : (Company Registration No. 198602949M) UPDATE PURSUANT TO RULE 704(22) OF THE CATALIST RULES Unless otherwise defined herein, capitalised terms have the same meanings as defined in the Company's announcements dated, inter alia, 13 September 2018, 31 October 2018, 12 November 2018, 14 November 2018, 30 November 2018, 31 December 2018, 7 February 2019, 1 March 2019, 18 April 2019, 16 May 2019, 28 June 2019, 13 August 2019, 21 October 2019, 14 November 2019, 23 December 2019, 20 January 2020, 28 February 2020, 27 March 2020, 20 April 2020,15 May 2020, 25 June 2020, 31 July 2020, 14 August 2020, 30 September 2020, 30 October 2020, 20 November 2020, 31 December 2020, 30 January 2021, 1 March 2021, 2 April 2021, 3 May 2021, 14 May 2021 and 28 June 2021. (collectively, the "Previous Announcements"). The board of directors (the "Board" or "Directors") of Resources Prima Group Limited (the "Company", and together with its subsidiaries, the "Group"), refers to the Previous Announcements and wishes to provide the following update pursuant to Catalist Rule 704(22). A. Group's future direction and other material developments that may have a significant impact on the Group's financial situation 1. Termination of Operations: PT Energy Indonesia Resources ("EIR") The Company had on 15 May 2019, announced that it received a letter of termination ("Termination Letter") from PT Coalindo Adhi Nusantara ("CAN") terminating the coal hauling service agreement. Follow up on dispute on coal hauling service agreement between EIR and CAN The outstanding receivables due from CAN for work done prior to termination of the Contract (as defined below) was US$85,000 as at the date of this announcement, unchanged from the Company's announcement dated 14 August 2020. Under the coal hauling contract with CAN ("Contract"), the monthly shortfalls of coal hauled arising from CAN's failure to provide a minimum of 100,000 tonnes per month to EIR ("Shortfall") for the period from November 2017 to May 2019 is estimated at some US$2.7 million. In addition, claim for damages due to breach of Contract by CAN for early termination of the Contract, as set out in the Company announcement dated 15 May 2019, is estimated at US$460,000. In total, EIR can claim about US$3.16 million from CAN. Advice from Indonesian legal counsel As advised by its Indonesian legal counsel, EIR has taken various actions to protect and enforce its rights under the Contract, including, inter alia, sending sets of notification letters in accordance to Indonesian Laws prior to any legal proceedings RESOURCES PRIMA GROUP LIMITED (Company Registration No. 198602949M) 10 Collyer Quay, #10-01 Ocean Financial Centre, Singapore, 049315 and is contemplating the issuance of letter of demand and as well as commencing legal action against CAN. The Company will continue to update shareholders via SGXNet in respect of the above and other matters concerning the Group through its monthly update pursuant to Catalist Rule 704(22). Ongoing Operations: RPG Logistics Pte Ltd's ("RPG Logistics") Joint Operation Agreement ("JOA") with PT Prima Dharma Karsa ("PT Prima") There have been no material developments in respect of the PT Prima JOA since the Company's announcement dated 21 February 2020 relating to the supplemental agreement entered into between the 2 parties. The Company will continue to update shareholders via SGXNet in respect of the above matters on any material development in the Company's monthly update pursuant to Catalist Rule 704(22). Cashflow analysis and resumption of trading As a result of the Rinjani situation (including without limitation the loss of control of Rinjani), the Group has been operating under severe cashflow constraints as there was no operating cashflow for the period from July to October 2017. The severe underperformance of the coal hauling agreement with CAN as set out above added more uncertainty to the cashflows that can be generated by the Group. The Company also announced on 28 June 2017 that the Board was of the view that the Company was unable to demonstrate its ability to continue as a going concern or reasonably assess its financial position. As such the Board recommended that in the best interests of the Company, the trading halt of the Company's shares be converted to a trading suspension of the shares with immediate effect. Since 29 June 2017, the Board and Management have been concurrently working towards submitting a trading resumption proposal to the Singapore Exchange Securities Trading Limited (the "SGX-ST") on or before 28 June 2018. Subsequently, the SGX-ST has granted the Company the following extensions of time to submit its resumption proposal: On 5 July 2018, the Company announced that the SGX-ST has granted the Company a 3-month extension till 28 September 2018; On 12 November 2018, the Company announced that the SGX-ST has granted a further 6-month extension to 28 March 2019; On 29 April 2019, the Company announced that SGX-ST has granted the Company a further 6-month extension till 28 September 2019; On 18 October 2019, the Company announced that SGX-ST has granted the Company a further 6-month extension till 28 March 2020; On 17 April 2020, the Company announced that SGX-ST has granted the Company a further 6-month extension till 28 September 2020; and On 31 December 2020, the Company announced that SGX-ST has granted the Company a further extension till 16 August 2021. While the SGX-ST had previously informed that it will not grant any further extension if the Company is unable to submit its resumption proposal by 28 September 2020, the SGX-ST is granting the further extension till 16 August 2021 after considering the unprecedented circumstances faced by the Company in the midst of the Covid-19 pandemic as a final concession. The SGX-ST emphasized that it will not grant any further extension if the resumption proposal is not submitted by 16 August 2021. RESOURCES PRIMA GROUP LIMITED (Company Registration No. 198602949M) 10 Collyer Quay, #10-01 Ocean Financial Centre, Singapore, 049315 Please refer to the Company's announcement dated 31 December 2020 for more details. Having regard of the deadline imposed by the SGX-ST, the Company announced on 6 August 2018, the entry of an investment agreement with Mr Ang Liang Kim ("Mr Ang") ("Ang Investment Agreement"), a substantial shareholder of the Company. Mr Ang has, pursuant to the Ang Investment Agreement, committed not less than S$4 million of investment in the Company by way of a convertible loan (of up to S$2 million) and a rights issue. These funds are for the purpose of general working capital and where necessary, capital expenditures (including but not limited to potential business opportunities). The first drawdown of funds notice under the convertible loan of S$250,000 was issued on 10 December 2018 with funds amounting to S$246,496 being subsequently received by the Company in January 2019 for working capital purposes in compliance with the terms of the Ang Investment Agreement. The second drawdown of funds notice was issued on 23 May 2019 and subsequently funds amounting to S$248,464, S$200,000, S$34,600, S$98,017 and S$74,998 were received in May 2019, July 2019, August 2019, October 2019 and November 2019 respectively for working capital purposes. In view that the two independent directors have not received any fees since their appointment in December 2017, Mr Ang has agreed to the drawdown of S$200,000 (included in the second drawdown of funds notice) for the payment of the independent directors' fees until 31 December 2018 amounting to S$199,689. The third drawdown of funds notice was issued on 10 January 2020 for funds amounting to S$97,426 for working capital purposes. The full amount of funds in the third drawdown notice was subsequently received by the Company on 12 February 2020. In summary, as at the date of this announcement, a total of approximately S$1 million has been drawn down under the Ang Investment Agreement. The Company will be holding a general meeting to seek shareholders' approval for the issuance of shares pertaining to the convertible loan and the rights issue, as the case may be, in due course. Please refer to the Company's announcement dated 6 August 2018 for details on the Ang Investment Agreement. On 31 March 2019, the Company announced that it has entered into an investment agreement with Mr Perman Yadi ("Mr Yadi") ("Yadi Investment Agreement"). Pursuant to the Yadi Investment Agreement, Mr Yadi will grant the Company a convertible loan with a principal of US$2 million. The purposes of the convertible loan are extended to the Company for, inter alia, business operations and projects undertaken by the Company with Mr Yadi's express approval. The PT Prima JOA is the first project approved by Mr Yadi. As at the date of this announcement, approximately US$1.26 million has been drawn down under the Yadi Investment Agreement. The amount drawn down has been mainly used for, including but not limited to the rental of barge for transportation of nickel to a loading port, rental of mining equipment such as excavators/dozers and labour for the mining operations in respect of the services provided under the PT Prima JOA. This amount is fully recoverable from PT Prima. RESOURCES PRIMA GROUP LIMITED (Company Registration No. 198602949M) 10 Collyer Quay, #10-01 Ocean Financial Centre, Singapore, 049315 The Company will be holding a general meeting to seek shareholders' approval for the issuance of shares pertaining to the convertible loan, as the case may be, in due course. Please refer to the Company's announcement dated 31 March 2019 for details on the Yadi Investment Agreement. Following the ongoing efforts in seeking the injection of a sustainable business, the Company had, on 27 September 2019, announced the entry into a sales and purchase agreement to acquire 100% of Kitty Hawk Natural Resources Pte Ltd ("Target") (a holding company incorporated in Singapore) ("Proposed Acquisition") which operates a coal mine in Indonesia through the Target's 95%-owned subsidiary, PT Rizky Barito Timur ("Target Subsidiary"), from Trilax Multi Investments Ltd and Anant Finance Corporation (collectively, the "Vendors"). While the Company had, in its earlier announcement dated 2 April 2021 mentioned that the Target was initially advised that the updated and extended IUP License was expected to be reflected on the central system by 9 April 2021 and the Divestment Letter by first week of April 2021, the Company was informed by the Target on 9 April 2021 that the Corruption Eradication Commission of the Republic of Indonesia (Komisi Pemberantasan Korupsi Republik Indonesia or "KPK") launched an anti-corruption practices investigation within the ESDM subsequent to the Audit Board of Republic of Indonesia's (Badan Pemeriksa Keuangan Republik Indonesia or "BPK") submission of an audit report on mining permit issuance practices by ESDM. In view of the investigation, the Company was informed that the public release of all IUP permit approvals had to be put on hold temporarily until investigations are completed, including the Target Subsidiary's updated and extended IUP License. The Divestment Letter will be issued subsequent to the public release of the IUP License. Based on the update received from the Target on 24 June 2021, the Target informed that public releases of IUP Licenses to local concession owners in the central system of the Central Government Ministries in Jakarta commenced on 14 June 2021. IUP Licenses to concession owners which are substantially foreign-owned, which the Target Subsidiary's IUP License falls under, has not been released to date. On 8 July 2021, the Target informed the Company that due to the worsening Covid-19 health crisis in the country, the Indonesian government had issued a blanket stoppage of works at all public and private sectors, including government ministries since 3 July 2021. Under these circumstances, the Target has been advised that the official release of its updated and extended IUP License can only take place once the current lockdown period ends and when the state of medical emergency in Indonesia subsides. As a result of the above unforeseen event and the lockdown in Indonesia which has currently been extended to 2 August 2021, the Target faced an added delay in the release of the Company's updated and extended IUP License, initially expected by the end of April 2021. Barring any unforeseen circumstances, the Target expects the IUP License to be released in early August 2021. The Target has reiterated to the Company that it had fulfilled all requirements of the KPK's verification process of all of ESDM's IUP licenses including but not limited to other related governmental approvals, submission of relevant project documents and reports, responses to queries and meetings by the various ministries and government agencies. The Target has assured that it will continue to work tirelessly with local authorities to ensure the imminent official release of its renewed and extended IUP License despite the delay resulting from slow coordination between the relevant ministries which is further hampered by the worsening Covid-19 situation in Indonesia. RESOURCES PRIMA GROUP LIMITED (Company Registration No. 198602949M) 10 Collyer Quay, #10-01 Ocean Financial Centre, Singapore, 049315 The Company has been advised by the Target that they have been continuously engaging the reporting accountants (Baker Tilly) on the financial due diligence ("FDD") process. Progress has been made to clarify and rectify outstanding matters raised by the reporting accountants on both the Singapore and Indonesian entities of the Target. The Target is also in the midst of consolidating information requested by the reporting accountants which pre-dates 2014. The Target has also advised that they commenced the internal audit process with the outsourced internal auditors on the week of 5 April 2021. The Target is in the midst of providing management comments to findings by the internal auditors (BDO Advisory). The Target's management provided preliminary comments in mid-July 2021 and are currently working on remediation plans to address the findings raised by the internal auditors. As a result of the above, the commercial and financial due diligence in respect of the Proposed Acquisition which was slated to be completed by end June 2021 is still underway. Barring any unforeseen circumstances, the Company expects the commercial and financial due diligence and audit of the Target Group to be completed as expediently as practicable and the technical and legal due diligence to be completed as soon as the Indonesia lockdown is eased and workflow can be resumed. The Covid-19 situation, which was simply unexpected, and its development over the past one year, has significantly delayed the workflow and processes of the various professionals as well as the resolution of these issues. The various measures taken by the governments from the various countries including but not limited to the Singapore government as well as the government agencies in Indonesia such as travel restrictions and work from home measures have greatly hindered the progress of the Proposed Acquisition since early March 2020. Despite the vaccination programme implemented by various countries, the Covid-19 pandemic continues to evolves with the discovery of new variants to the virus. As countries including Singapore and Indonesia continue to battle to control and manage the pandemic, new measures may be implemented for such purposes. Accordingly, the Covid-19 pandemic is expected to continue to significantly affect the progress of the Proposed Acquisition. The Company will continue to update shareholders via SGXNet when there is any major development on the Proposed Acquisition. Please refer to the Company's announcement dated 27 September 2019 for details on the Proposed Acquisition. v. On 27 September 2019, the Company announced that it has entered into an investment agreement with Mr Chaw Chong Foo ("Mr Chaw") ("Chaw Investment Agreement"). Pursuant to the Chaw Investment Agreement, Mr Chaw will grant the Company a convertible loan with a principal amount of S$1.35 million. (the amount of which may be increased by mutual agreement between Mr Chaw and the Company). The convertible loan is extended to the Company for, inter alia, costs and expenses in relation to the Proposed Acquisition with the Target. Mr Chaw may also extend an additional loan amount in excess of S$1.35 million to accommodate any working capital requirements set out in the Catalist Rules. As at the date of this announcement, approximately S$872,000 have been received pursuant to the Chaw Investment Agreement and paid mainly to the various professionals. The Company received S$230,000 on 9 December 2019 for the payment of professional fees pursuant to a first drawdown notice. As set out in the announcement dated 1 March 2021, the Company was in the midst of reconciling the amounts received against the drawdown notices. Pursuant to this exercise, approximately S$256,000 has been approved and disbursed by Mr Chaw pursuant to RESOURCES PRIMA GROUP LIMITED (Company Registration No. 198602949M) 10 Collyer Quay, #10-01 Ocean Financial Centre, Singapore, 049315 This is an excerpt of the original content. To continue reading it, access the original document here . Attachments

Resources Prima Group Acquisitions

1 Acquisition

Resources Prima Group acquired 1 company. Their latest acquisition was ChongQing HuangYang Property Development on October 02, 2018.

Date

Investment Stage

Companies

Valuation
Valuations are submitted by companies, mined from state filings or news, provided by VentureSource, or based on a comparables valuation model.

Total Funding

Note

Sources

10/2/2018

$991

Reverse Merger

2

Date

10/2/2018

Investment Stage

Companies

Valuation

$991

Total Funding

Note

Reverse Merger

Sources

2

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