SAAM Energy Development Public : Notification of the Resolution of the Executive Committee on New Business, Acquisition of Common Shares Asset, and Specification of Investment Budget

Ref. SAAM 20/2022

20 June 2022

Subject: Notification of the Resolution of the Executive Committee on New Business, Acquisition of Common Shares Asset, and Specification of Investment Budget

To: The President

The Stock Exchange of Thailand

SAAM Development Public Company Limited ( the " Company" ) would like to notify of resolutions of the Executive Committee Meeting No. 07/ 2022 held on 17 June 2022 approving engagement in new business, acquisition of common shares asset, and specification of investment budget valued THB 70,000,000 in aggregate, with details as follows:

1. Approved for SAAM Solutions Company Limited ("SAAM-S"), a subsidiary which the Company holds 100% stake, to purchase newly-issuedcommon shares in Nanuq Company Limited ("NANUQ"), a subsidiary of Igloo Studio Company Limited ("IGLOO"), of 8,000 shares at THB 3,750.00 per share, totaling THB 30,000,000. On 15 June 2022, UK Valuations and Agency Company Limited, an independent appraiser, issued an opinion that the fair value of NANUQ, which can be appropriately calculated based on the discounted cash flows (DCF) method, amounts to enterprise value of THB 178.60 million and fair value of shares of THB 17,982.97 per share. SAAM-S will hold 40% stake in NANUQ, an acquisition of asset transaction in the form of investment in associate company (details of which appear in the Attachment), representing transaction size of 6.27%.

IGLOO provides comprehensive digital content design services as a digital content creator including the production of original content, specializing in animation and visual effects, for movies, series, music video, and advertisements for leading organizations domestically and internationally. Some of its famous works which are widely known and recognized include original content for Netflix Japan, 9 Satra movie, The Salad series which won DigiCon6 Thailand contest in 2018, and music video for Kids See Ghosts belonging to an international artist. The experience, skillset, and expertise in crafting various works as outlined above all hold importance in the creation of metaverse.

NANUQ, a company within IGLOO' s group of companies, focuses on providing comprehensive game digital content design services, game design, and production services in the form of computer games, mobile games, or NFT games, from the drafting of ideas to the production of completed work. At present, NANUQ has designed and developed its own game under the name

SAAM Development Public Company Limited	www.saam.co.th
Registration Number 0107561000366	[e-mail]
Major Tower Thonglor, Room No. 2.2, 10th Floor,	Tel. [phone]
141 Soi Sukhumvit 63 (Ekamai), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 10110	Fax. [phone] #111

of Bounty Brawl, a computer game which launched its teaser at the Tokyo Game Show 2018 in Japan and won the depa Game Accelerator Program Batch #1 Program in 2021, hosted by the Digital Economy Promotion Agency in cooperation with the Thai Game Software Industry Association and Infofed Company Limited, under the action game category, furthering the game with Nintendo. Bounty Brawl is expected to become ready for sale and revenue recognition at the end of 2022.

In addition, NANUQ will strive to conduct business in relation to metaverse through the provision of comprehensive metaverse design services, as metaverse digital content solutions, for domestic and international clients. It will also create its own metaverse, with gradual launch is phases. Each phase is expected to take 9 - 12 months.

2. Approved an investment budget in the gaming business of no more than THB 40,000,000, and delegated Mr. Podduang Kongkamee, Chief Executive Officer, to have authority in approving investment once a business opportunity arises and studies into the project is completed in accordance with terms set by the Executive Committee Meeting No. 07/2022. This aims to provide flexibility in business operations in line with the fast-changingindustry conditions at present. However, the Company will comply with Acquisition or Disposition criteria.

The transaction size is less than 15% based on the calculation criteria yielding the highest transaction size, and thus the Company is not required to disclose information memorandum in accordance with the Notification on Acquisition or Disposition. In addition, such transaction is not considered connected transaction in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions dated 31 August 2008 (including amendments) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546 dated 19 November 2003 (including amendments) ("the "Notification on Connected Transaction").

Please be informed accordingly.

Yours Sincerely,

( Mr. Podduang Kongkamee )

Chief Executive Officer

SAAM Development Public Company Limited	www.saam.co.th
Registration Number 0107561000366	[e-mail]
Major Tower Thonglor, Room No. 2.2, 10th Floor,	Tel. [phone]
141 Soi Sukhumvit 63 (Ekamai), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 10110	Fax. [phone] #111

Attachment

Information Memorandum on the Acquisition of Asset

Purchase of Newly-Issued Ordinary Shares of Nanuq Company Limited

The Executive Committee Meeting No. 06/2022 held on 17 June 2022 of SAAM Development Public Company Limited ( the " Company" ) approved the purchase of 8,000 newly- issued common shares in Nanuq Company Limited ( " NANUQ" ) at THB 3,750. 00 per share, totaling THB 30,000,000, which is considered acquisition of asset in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets dated 31 August 2008 (including amendments) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B. E. 2547 dated 29 October 2004 (including amendments) (the "Notification on Acquisition or Disposition").

The transaction size is 6. 27% of the Company' s total assets according to the Company' s consolidated financial statements for the period ended 31 March 2022, calculated in accordance with the total value of consideration criteria. As such, the transaction size is less than 15% based on the calculation criteria yielding the highest transaction size, and thus the Company is not required to disclose information memorandum in accordance with the Notification on Acquisition or Disposition. In addition, such transaction is not considered connected transaction in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions dated 31 August 2008 (including amendments) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546 dated 19 November 2003 (including amendments) ("the "Notification on Connected Transaction").

Details in relation to the acquisition of investment in associate company are as follows:

1. Date of Executive Committee Resolution 17 June 2022
2. Transaction Date
   Expected to complete within 30 days from the date of Executive Committee resolution
3. Counterparty and Relationship with Listed Company
   Seller: Nanuq Company Limited ( " NANUQ" ) , which has no relationship with the Group of Companies and is not a connected person
   Buyer: SAAM Solutions Company Limited, which SAAM Development Public Company Limited (the "Company") holds 100% stake

SAAM Development Public Company Limited	www.saam.co.th
Registration Number 0107561000366	[e-mail]
Major Tower Thonglor, Room No. 2.2, 10th Floor,	Tel. [phone]
141 Soi Sukhumvit 63 (Ekamai), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 10110	Fax. [phone] #111

	Attachment
4. Description of the Transaction and Detail of Asset Acquisition
Type of Asset:	8,000 newly-issued common shares, reflecting 40% shareholding
	proportion after the acquisition transaction
Name of Company:	Nanuq Company Limited
Date of Company Establishment: 6 November 2019
Nature of Business:	Juristic person established to engage in providing comprehensive
	game design and production services and holding stake in
	companies which own game rights for profit sharing from each
	game, with plans to provide comprehensive metaverse design
	services
Registered Capital:	Before acquisition transaction:
	THB 1,200,000 divided into 10,000 common shares with par
	value of THB 100
	After acquisition transaction:
	THB 2,000,000 divided into 20,000 common shares with par
	value of THB 100

Board of Directors Structure:

	Before Acquisition Transaction		After Acquisition Transaction
No.	Name	No.	Name
1.	Mr. Nat Yoswatananont	1.	Mr. Nat Yoswatananont
		2.	Mr. Podduang Kongkamee*
		3.	Ms. Krittiya Honghiran*
		4.	Mr. Nat Rangsarannon
		5.	Mr. Ramin Salhani
Authorized Directors:	Authorized Directors:
Mr. Nat Yoswatananont signatory with affixed	Mr. Nat Yoswatananont joint signatory with
company seal	Mr. Podduang Kongkamee or Ms. Krittiya
		Honghiran, totaling 2 directors, with affixed
		company seal

Remark: * Mr. Podduang Kongkamee and Ms. Krittiya Honghiran are directors of the Company

SAAM Development Public Company Limited	www.saam.co.th
Registration Number 0107561000366	[e-mail]
Major Tower Thonglor, Room No. 2.2, 10th Floor,	Tel. [phone]
141 Soi Sukhumvit 63 (Ekamai), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 10110	Fax. [phone] #111

Attachment

Shareholding Structure:

	Before Acquisition Transaction			After Acquisition Transaction
No.	Name	No. of		Share	No.	Name	No. of		Share
		Shares		Proportion			Shares		Proportion
1.	Igloo Studio	9,999		83.32%	1.	Igloo Studio	10,000		50.00%
	Company Limited					Company Limited
2.	Mr. Nat	1,400		11.67%	2.	Mr. Nat	1,400		7.00%
	Rangsarannon					Rangsarannon
3.	Mr. Ramin Salhani	600		5.00%	3.	Mr. Ramin Salhani	600		3.00%
4.	SAAM Solutions	1*		0.01%	4.	SAAM Solutions	8,000		40.00%
	Company Limited					Company Limited
	Total	12,000		100.00%		Total	20,000		100.00%

Remark: * SAAM Solutions Company Limited received the transfer of 1 share from Igloo Studio Company Limited as Thai law stipulates that newly-issued shares cannot be offered to outside individuals. Therefore, SAAM Solutions Company Limited must proceed to become a shareholder before the acquisition transaction. After the completion of the purchase of 8,000 newly- issued shares, SAAM Solutions Company Limited will immediately transfer 1 share back to Igloo Studio Company Limited.

Top 5 shareholders in Igloo Studio Company Limited are as follows:

No.	Name	No. of Shares	Shareholding Proportion
1.	Mr. Nat Yoswatananont	513	50.05%
2.	Mr. Buncha Phantumkomol	275	26.83%
3.	Innewwaytion Company Limited	105	10.24%
4.	Mr. Arthit Manusjindawong	25	2.44%
5.	Ms. Suvabha Charoenying	25	2.44%
6.	Others	82	8.00%
	Total	1,025	100.00%

Summary of Financial Status and Performance:

	Nanuq Company Limited		Ended	Ended
	(Unit: THB)		31 December 2019	31 December 2020
	Total Asset		5,665,454.17	5,569,841.59
	Total Liability		4,685,150.00	4,910,150.00
	Total Shareholders' Equity		980,304.17	659,691.59
	Revenue		-	-
	Net Loss		(19,695.83)	(320,612.58)
Remark: * Before the acquisition transaction, NANUQ will receive the transfer of work in process relating to Bounty Brawl game
SAAM Development Public Company Limited		www.saam.co.th
Registration Number 0107561000366		[e-mail]
Major Tower Thonglor, Room No. 2.2, 10th Floor,		Tel. [phone]
141 Soi Sukhumvit 63 (Ekamai), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 10110		Fax. [phone] #111