Rights::Voluntary

BLUMONT GROUP LTD.

(Company Registration No. 199302554G)

(Incorporated in Singapore)

1. PROPOSED ACQUISITION OF (A) 100% OF THE ISSUED AND PAID-UP SHARE CAPITAL IN EACH OF MENDOL INVESTMENTS PTE. LTD. AND HINAKO INVESTMENTS PTE. LTD. AND (B) 60% OF THE ISSUED AND PAID-UP SHARE CAPITAL IN EACH OF PRIME HOLDINGS PTE. LTD., ENGGANO INVESTMENTS PTE. LTD., MESAWAK INVESTMENTS PTE. LTD.; AND

1. PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS CUM WARRANTS ISSUE

1. INTRODUCTION

The board of directors ("Board" or "Directors") of Blumont Group Ltd. ("Company", and together with its subsidiaries, "Group") wishes to announce the following corporate proposal comprising:

the proposed acquisition ("Acquisition") of (i) 100% of the issued and paid-up share capital in Mendol Investments Pte. Ltd. and Hinako Investments Pte. Ltd. and (ii) 60% of the issued and paid-up share capital in Prime Holdings Pte. Ltd., Enggano Investments Pte. Ltd., Mesawak Investments Pte. Ltd. (the companies stated in (i) and

1. are collectively, "Target Companies" and the total equity interest stated in (i) and

1. are collectively, "Sale Shares") for an aggregate consideration of S$78,363,393 to be satisfied by the allotment and issue of an aggregate 15,672,678,600 new ordinary shares in the capital of the Company ("Shares") at the issue price of S$0.005 per new Share; and

the proposed renounceable non-underwritten rights cum warrants issue ("Rights cum Warrants Issue"):

1. (assuming completion of the Acquisition) of up to 10,810,860,196 new Shares ("Rights Shares") with up to 32,432,580,588 free detachable and transferable warrants ("Warrants"); or
2. (in the event the Acquisition is not completed) of up to 6,892,690,546 Rights Shares with up to 20,678,071,638 Warrants,

the principal terms of which are summarised below:

Principal	Description
Terms of the
Rights cum
Warrants
Issue
Allotment Ratio	One (1) Rights Share for every four (4) existing Shares held by
	Entitled Shareholders (as defined herein) as at a record date to be
	determined by the Board ("Record Date"), fractional entitlements
	to be disregarded, and three (3) Warrants for every one (1) Rights
	Share subscribed.
Price	Issue price of S$0.001 per Rights Share ("Issue Price") and
	exercise price of S$0.001 per Warrant ("Exercise Price") for each
	new Share ("Warrant Shares").
Discount	The Issue Price of S$0.001 per Rights Share and Exercise Price of
	S$0.001 per Warrant Share represents:

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Principal	Description
Terms of the
Rights cum
Warrants
Issue
	(a)	a discount of approximately 80.0% to the closing price of
		S$0.005 per Share on the Singapore Exchange Securities
		Trading Limited ("SGX-ST") on 30 September 2021, being
		the last Market Day1 on which the Shares were traded on
		the SGX-ST immediately prior to the Company's trading
		halt on 1 October 2021 and prior to the date of this
		announcement ("Last Traded Price");
	(b)	a discount of approximately 76.2% to the theoretical ex-
		rights price2 of approximately S$0.0042 per Share based
		on the Last Traded Price and the enlarged share capital of
		the Company assuming completion of the Rights cum
		Warrants Issue and completion of the Acquisition; and
	(c)	a discount of approximately 76.2% to the theoretical ex-
		rights price3 of approximately S$0.0042 per Share based
		on the Last Traded Price and the enlarged share capital of
		the Company assuming completion of the Rights cum
		Warrants Issue and the Acquisition does not complete.
Use of	Please refer to paragraph 3.10 of this announcement for details on
Proceeds	the use of proceeds arising from the Rights cum Warrants Issue.
Purpose of	Please refer to paragraph 3.10 of this announcement for further
Issue	details.

(collectively "Corporate Proposal").

Shareholders' approval for the Corporate Proposal will be sought at an extraordinary general meeting of the Company to be convened ("EGM"). Further details will be set out in the circular to be electronically despatched to Shareholders in due course ("Circular"). Shareholders of the Company ("Shareholders") should note that notwithstanding that Shareholders' approval for the Corporate Proposal will be sought at the same EGM, the Acquisition and the Rights cum Warrants Issue comprising the Corporate Proposal are not inter-conditional.

"Market Day" means a day on which the SGX-ST is open for trading in securities.

Theoretical ex-rights price of each Share is calculated based on the following formula, assuming completion of the Rights cum Warrants Issue and completion of the Acquisition. For the avoidance of doubt, the following formula does not include the Warrant Shares to be issued from the exercise of the Warrants:

		Theoretical market capitalisation of the Company based on the
Theoretical		Last Traded Price and completion of the Acquisition + gross proceeds from the
=	Rights cum Warrants Issue
ex-rights
	Number of Shares after completion of the Rights cum Warrants Issue and
price
	completion of the Acquisition

Theoretical ex-rights price of each Share is calculated based on the following formula, assuming completion of the Rights cum Warrants Issue and the Acquisition does not complete. For the avoidance of doubt, the following formula does not include the Warrant Shares to be issued from the exercise of the Warrants:

Theoretical		Market capitalisation of the Company based on the
	Last Traded Price + gross proceeds from the Rights cum Warrants Issue
ex-rights	=
Number of Shares after completion of the Rights cum Warrants Issue and the
price
	Acquisition does not complete

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UOB Kay Hian Private Limited has been engaged by the Company as financial adviser and manager in relation to the Acquisition and Rights cum Warrants Issue respectively. Rajah & Tann Singapore LLP is acting as counsel to the Company in relation to the Corporate Proposal.

2. ACQUISITION

2.1 Share Sale Agreements

Subsequent to the announcement made by the Company on 3 August 2021, the Company has on the date hereof entered into:

a share sale agreement ("Mendol SPA") with all the shareholders 4 of Mendol Investments Pte. Ltd. ("Mendol", and together with its subsidiaries, "Mendol Group") ("Mendol Vendors") to acquire 100% of the issued shares in Mendol ("Mendol Acquisition"); and

a share sale agreement ("Seychelles SPA") with Tiara Gateway Pte. Ltd. ("Tiara Vendor"), being one of the vendors in the Mendol SPA, to acquire (i) 100% of the issued shares in Hinako Investments Pte. Ltd. and (ii) 60% of the issued shares in Prime Holdings Pte. Ltd., Enggano Investments Pte. Ltd. and Mesawak Investments Pte. Ltd. (the companies in (i) and (ii) are collectively, "Seychelles Companies" and together with their subsidiaries, "Seychelles Group") (the acquisitions in (i) and (ii) are collectively "Seychelles Acquisition"),

(collectively "SPAs").

2.2 Mendol Group

Mendol was incorporated in the Republic of Seychelles on 18 March 2014, and is a private company limited by shares, with a share capital of US$4,868,394 comprising 4,868,394 shares which are held by the Mendol Vendors in the following proportion:

Shareholders of Mendol	Number of ordinary shares	Percentage of shares
	held in Mendol	to total issued capital
		(%)
Tiara Gateway Pte. Ltd.	2,385,514	49.0
Strategic Premium Pte. Ltd.	662,929	13.6
Luminous Global Inc.	1,323,375	27.2
Genprop Pte. Ltd.	248,288	5.1
Wong Ho Kit	104,281	2.1
Sim Swee Yoke	81,935	1.7
Golden Prosperity LLP	62,072	1.3
Total	4,868,394	100.0

Mendol is the holding company of two Singapore companies, Mendol Alpha Pte. Ltd. and Mendol Beta Pte. Ltd., which are in turn holding companies of one Indonesian company, PT Mendol Estate.

4Strategic Premium Pte. Ltd., Luminous Global Inc., Genprop Pte. Ltd., Wong Ho Kit, Sim Swee Yoke, Golden Prosperity LLP and Tiara Gateway Pte. Ltd. (a wholly-owned subsidiary of Landmarks Berhad, a company listed on the Main Market of Bursa Malaysia Securities Berhad).

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PT Mendol Estate is the legal owner of 100.0% of Natra Bintan, A Tribute Portfolio Resort ("Hotel"), which is located within a waterfront resort development known as Treasure Bay Bintan located in Lagoi, Sebong Lagoi Sub-district, Teluk Sebong District, Bintan Regency, Riau Islands Province, Indonesia.

The Hotel comprises 100 luxury glamping tents and leisure and food and beverage facilities that sits on a site measuring approximately 52,031 square metres of land.

2.3 Seychelles Group

The Tiara Vendor holds 100% of the following Seychelles Companies:

Prime Holdings Pte. Ltd., which was incorporated in the Republic of Seychelles on 16 September 2008, and is an international business company, with a share capital of US$1 comprising one issued share which is held by the Tiara Vendor;

Enggano Investments Pte. Ltd., which was incorporated in the Republic of Seychelles on 18 March 2014, and is an international business company, with a share capital of US$1 comprising one issued share which is held by the Tiara Vendor;

Mesawak Investments Pte. Ltd., which was incorporated in the Republic of Seychelles on 18 March 2014, and is an international business company, with a share capital of US$1 comprising one issued share which is held by the Tiara Vendor; and

Hinako Investments Pte. Ltd., which was incorporated in the Republic of Seychelles on 18 March 2014, and is an international business company, with a share capital of US$1 comprising one issued share which is held by the Tiara Vendor.

The Seychelles Companies are the holding companies of eight Singapore companies, which are in turn holding companies of five Indonesian companies.

The five Indonesian companies own:

1. the land lots measuring an aggregate of approximately 82,978 square metres which are in close proximity to the Hotel, and the properties and assets thereon; and
2. the land lot measuring approximately 52,031 square metres which the Hotel sits on, (the land lots in (i) and (ii) are collectively "Land Lots").

2.4 Financial Information

Based on Mendol Group's unaudited management accounts for the six months period ended 30 June 2021, Mendol Group's net loss after tax was approximately S$0.8 million, and its adjusted net assets was approximately S$29.6 million as at 30 June 2021.

Based on Seychelles Group's unaudited management accounts for the six months period ended 30 June 2021, Seychelles Group's net loss after tax was approximately S$0.8 million, and its adjusted net assets was approximately S$73.0 million as at 30 June 2021.

Based on the valuation certificate dated 30 September 2021 ("Valuation Report") issued by KJPP Rengganis, Hamid & Rekan in strategic alliance with CBRE ("Valuer") which was jointly commissioned by Landmarks Berhad and the Company, by using an exchange rate of S$1 : Indonesian Rupiah 10,572, the market value and investment value of the Hotel are S$26,010,000 and S$30,320,000 respectively as at 24 September 2021 based primarily on the income approach and cost approach and the market value and investment value of the Land Lots are S$42,927,000 and S$68,085,000 respectively as at 24 September 2021 based primarily on the market approach and income approach.

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2.5 Principal Terms

1. Consideration
   The consideration ("Consideration") for the Acquisition is S$78,363,393, comprising S$29,338,843 for the Mendol Acquisition and S$49,024,550 for the Seychelles Acquisition.
   The Consideration for the Mendol Acquisition was arrived at on a willing buyer and willing seller basis after arm's length negotiations between the Company and the Mendol Vendors, and was agreed on the basis of (a) the adjusted net assets of the Mendol Group as at 30 June 2021 derived from the management accounts of Mendol for the six months period ended 30 June 2021, which were prepared and adjusted taking into account the valuation of the assets of the Mendol Group given in the Valuation Report and (b) a discount of S$285,641 to take into consideration the losses likely to be incurred due to impact from the COVID-19 pandemic pending completion of the Acquisition ("Completion").
   The Consideration for the Seychelles Acquisition was arrived at on a willing buyer and willing seller basis after arm's length negotiations between the Company and the Tiara Vendor, and was agreed on the basis of (a) the adjusted net assets of the Seychelles Group (excluding the attractions operating equipment owned by the Seychelles Group ("Attractions Operating Equipment")) as at 30 June 2021 derived from the management accounts of the Seychelles Companies for the six months period ended 30 June 2021, which were prepared and adjusted taking into account the valuation of the assets of the Seychelles Group given in the Valuation Report, (b) a discount of S$255,669 to take into consideration the losses likely to be incurred due to impact from the COVID-19 pandemic pending Completion and (c) the agreed price of S$1,000,000 for the Attractions Operating Equipment.

The Consideration will be satisfied by the Company as follows:

S$29,338,843 by the allotment and issue of 5,867,768,600 new Shares to the Mendol Vendors at the issue price of S$0.005 on the date of Completion; and

S$49,024,550 by the allotment and issue of 9,804,910,000 new Shares to Tiara Vendor at the issue price of S$0.005 on the date of Completion,

(collectively "Consideration Shares").

The issue price for the Consideration Shares is equivalent to the Last Traded Price.

The enlarged share capital of the Company will consist of 43,243,440,783 Shares following Completion ("Enlarged Share Capital"). As at the date of this announcement, the Consideration Shares represent approximately 56.8% of the existing share capital of the Company of 27,570,762,183 Shares ("Existing Share Capital") and approximately 36.2% of the Enlarged Share Capital of the Company.

Section 161 of the Companies Act and Rule 805(1) of the Listing Manual provide, among others, that an issuer must obtain the prior approval of shareholders in general meeting for the issue of shares or convertible securities or the grant of options carrying rights to subscribe for shares of the issuer unless the issue of shares or convertible securities or the grant of options carrying rights to subscribe for shares of the issuer is made pursuant to a general mandate previously obtained from shareholders of the issuer at a general meeting as provided in Rule 806 of the Listing Manual.

The Company will seek specific Shareholder's approval for the allotment and issue of Consideration Shares at the EGM in accordance with Rule 805(1) of the Listing Manual. The Company will also make an application to the SGX-ST as soon as reasonably practicable for the listing of, and quotation for, the Consideration Shares on the Main Board and will make the necessary announcement(s) once the approval in-principle for the listing and quotation of the Consideration Shares on the Main Board has been obtained from the SGX-ST.

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