GLOBETRONICS TECHNOLOGY BERHAD — Capital/Financing Update 2026

Jun 8, 2026

GLOBETRONICS TECHNOLOGY BHD ("GTB" OR THE "COMPANY")

PROPOSED PRIVATE PLACEMENT

(For the purpose of this announcement, the latest practicable date is 14 May 2026 ("LPD").)

1. INTRODUCTION

On behalf of the Board of Directors of GTB ("Board"), TA Securities Holdings Berhad ("TA Securities") wishes to announce that the Company proposes to undertake a proposed private placement of up to 108,452,900 new ordinary shares in the Company ("GTB Share(s)" or "Share(s)") ("Placement Share(s)"), representing not more than 10% of the total number of issued Shares of the Company (excluding treasury shares) to third party investor(s) at an issue price to be determined later ("Proposed Private Placement").

2. DETAILS OF THE PROPOSED PRIVATE PLACEMENT

The Proposed Private Placement will be undertaken in accordance with the general mandate pursuant to Sections 75 and 76 of the Companies Act 2016 ("Act") obtained from the shareholders of the Company in its 28th annual general meeting ("AGM") convened on 28 November 2025 whereby the Board had been authorised to allot and issue Shares not exceeding 10% of the total number of issued Shares of the Company (excluding treasury shares) for the time being and that such authority shall continue to be in force until the conclusion of the next AGM of the Company ("General Mandate"). In the event the Proposed Private Placement transcends beyond the next AGM, approval will be sought from the shareholders of the Company at the next AGM to approve the Company to allot and issue Shares pursuant to Sections 75 and 76 of the Act.

Further to the above, pursuant to Paragraph 6.03(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements"), for the issuance of securities under general mandate pursuant to Sections 75(1) and 76(1) of the Act, a listed issuer must not issue any shares or convertible securities if the total number of those shares or convertible securities, when aggregated with the total number of any such shares or convertible securities issued during the preceding 12 months, exceeds 10% of the total number of issued shares (excluding treasury shares) of the listed issuer, except where the shares or convertible securities are issued with the prior shareholder approval in a general meeting of the precise terms and conditions of the issue. For avoidance of doubt, the Company has not issued any Shares under the General Mandate during the preceding 12 months from the date of this announcement.

2.1 Size of placement

As at the LPD, the issued share capital of the Company is RM210,928,064 comprising 714,807,218 Shares. As at the LPD, the Company does not have any treasury shares and has 357,402,909 outstanding warrants 2026/2029 ("Warrant(s) A") which have an exercise price of RM0.13 each.

The Company has an employee share option scheme which took effect on 3 August 2020 for a period of 5 years and has been extended for a further duration of 5 years until 2 August 2030 ("ESOS"). The maximum number of Shares which may be made available under the ESOS shall not in aggregate exceed 10% of the total number of issued Shares at any point of time. As at the LPD, there are a total of 12,319,800 outstanding options under the ESOS ("ESOS Option(s)"). The Company has undertaken not to grant any ESOS Options until the completion of the Proposed Private Placement.

The Proposed Private Placement entails the issuance of up to 108,452,900 Placement Shares, representing not more than 10% of the existing number of issued Shares as at the LPD and assuming full exercise of outstanding Warrants A and ESOS Options.

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The actual number of Placement Shares to be issued pursuant to the Proposed Private Placement will depend on the actual number of Shares successfully placed out, after the approvals set out in Section 8 of this announcement have been obtained.

2.2 Placement arrangement

The Placement Shares will be placed to third party investor(s) to be identified at a later date, where such investor(s) shall be person(s) who qualify under Schedules 6 and 7 of the Capital Markets and Services Act 2007 ("CMSA").

In addition, the Placement Shares are not intended to be placed out to the following parties:

(i) a director, major shareholder, chief executive of GTB or the holding company of GTB ("Interested Person");
(ii) a person connected with an Interested Person; or
(iii) nominee corporations, unless the names of the ultimate beneficiaries are disclosed.

Subject to market conditions and the timing of identification of places, the Proposed Private Placement may be implemented in multiple tranches within 6 months from the date of approval from Bursa Securities for the Proposed Private Placement or any extended period as may be approved by Bursa Securities. The implementation of the placement arrangement in multiple tranches would provide flexibility to the Company to procure interested investors to subscribe for the Placement Shares within the approval period as approved by Bursa Securities.

For avoidance of doubt, the issue price for each tranche of the Placement Shares shall be determined separately and will be in accordance with market-based principles.

2.3 Basis and justification of the issue price of the Placement Shares

The issue price for each tranche of the Placement Shares will be determined separately and fixed by the Board and announced at a later date ("Price Fixing Date"), after the receipt of Bursa Securities' approval for the Proposed Private Placement.

The Placement Shares will not be priced at more than 10% discount to the 5-day volume-weighted average market price ("5D-VWAP") of Shares immediately before the Price Fixing Date.

As the Proposed Private Placement may be implemented in multiple tranches within 6 months from the date of approval from Bursa Securities for the Proposed Private Placement or any extended period as may be approved by Bursa Securities, there could potentially be several price-fixing dates and issue prices.

Solely for illustrative purposes in this announcement, an assumed issue price of RM0.2600 per Placement Share, which represents a discount of approximately RM0.0240 or 8.45% to the 5D-VWAP of Shares up to and including the LPD of RM0.2840, has been adopted (Source: Bloomberg).

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2.4 Ranking of the Placement Shares

The Placement Shares shall, upon allotment and issuance, carry the same rights with the then existing issued Shares. However, the Placement Shares will not be entitled to any dividends, rights, allotments and/ or other distributions which may be declared, made or paid to the Company's shareholders unless such Placement Shares were allotted and issued on or before the entitlement date of such rights, allotments and/ or other distributions.

2.5 Listing and quotation of the Placement Shares

An application will be made to Bursa Securities for the listing and quotation of the Placement Shares on the Main Market of Bursa Securities.

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3. UTILISATION OF PROCEEDS FROM THE PROPOSED PRIVATE PLACEMENT

Based on an assumed issue price of RM0.26 per Placement Share, the gross proceeds from the Proposed Private Placement are expected to be utilised by the Company and its subsidiaries ("GTB Group" or "Group") as follows:

Proposed use of proceeds	Notes	Minimum Scenario		Maximum Scenario		Expected time frame for the use of proceeds (from the date of listing of the Placement Shares)
		RM'000	%	RM'000	%
Capital expenditure	(1)	18,195	97.90	22,608	80.18	Within 24 months
Working capital	(2)	-	-	5,200	18.44	Within 24 months
Estimated expenses for the Proposed Private Placement	(3)	390	2.10	390	1.38	Immediate
Total estimated gross proceeds		18,585	100.00	28,198	100.00

Notes:

(1) Capital expenditure

Given the positive outlook of the Malaysian and Singapore economies as well as electrical and electronics ("E&E") industry in Malaysia and Singapore as set out in Section 6 of this announcement, the Company is optimistic on its business prospects and intends to capitalise on the growth opportunities to expand its operations.

As such, the Group intends to:

(i) enhance its surface mount technology ("SMT") capabilities to support product miniaturisation through flip chip technology, in line with its internal technology roadmap, thereby improving operational continuity and mitigating potential production disruptions arising from capacity constraints; and

(ii) scale its advanced packaging capabilities to better meet evolving customer specifications and requirements, particularly in relation to silicon photonics, telecommunications, wearable devices, medical devices, automotive sensors and light detection and ranging (LiDAR) applications, and to accelerate photonic integration in tandem with anticipated demand.

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In view of the above, the Group intends to allocate up to RM22.61 million of the gross proceeds to be raised from the Proposed Private Placement to finance the abovementioned capital expenditure. The breakdown of the intended utilisation for SMT and advanced packaging processes is as follows:

Purposes	Minimum Scenario	Maximum Scenario
	RM'000	RM'000
Enhancement of the Group's technical capabilities in SMT, involving the acquisition of related machinery and equipment, set-up of a facility room and related ancillary works	3,328	3,328
Enhancement of the Group's technical capabilities in advanced packaging processes, involving the acquisition of advanced wafer preparation equipment together with higher-specification machinery and inspection equipment	14,867	19,280
Total	18,195	22,608

Any balance/ shortfall required to fund the capital expenditure will be financed through the Group's internally-generated funds, bank borrowings and/or fund-raising exercises.

(2) Working capital

Under the Maximum Scenario, the Group intends to utilise up to RM5.20 million of the gross proceeds to be raised from the Proposed Private Placement to finance the Group's day-to-day operations, including payment to suppliers, staff costs such as salaries and statutory contributions, employee benefits (e.g., medical benefits) and other day-to-day operating expenses including but not limited to utility charges and repair and maintenance expenses for property, plant and equipment. The allocation of proceeds for each category cannot be determined at this juncture, as it is subject to the Group's working capital requirements at the time of utilisation.

(3) Estimated expenses for the Proposed Private Placement

The breakdown for the estimated expenses for the Proposed Private Placement is set out below:

	RM'000
Professional fees which include, among others, advisory fees payable to the Principal Adviser and placement fees payable to the placement agent in relation to the Proposed Private Placement	306
Fees to relevant authorities	45
Other incidental expenses and miscellaneous expenses	39
Total	390

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The actual proceeds to be raised from the Proposed Private Placement are dependent on the final issue price(s) of the Placement Shares and the actual number of Placement Shares to be issued. Any variation to the amount of estimated expenses in relation to the Proposed Private Placement will result in an adjustment from/ to the portion being earmarked for the Group's working capital. The proceeds from the Proposed Private Placement will be prioritised firstly for the payment of the estimated expenses, followed by the capital expenditure and lastly, for the Group's working capital.

Pending utilisation of the proceeds from the Proposed Private Placement for the abovementioned purposes, the proceeds may be placed in deposits with financial institutions and/ or short-term money market instruments as the Board may deem fit. The interest derived from the deposits with financial institutions and/ or any gains arising from the short-term money market instruments will be used as additional funds for the working capital requirements of the Group (i.e., to finance the Group's day-to-day operations, including payment to suppliers, staff costs such as salaries and statutory contributions, employee benefits (e.g., medical benefits) and other day-to-day operating expenses including but not limited to utility charges and repair and maintenance expenses for property, plant and equipment.

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1. EQUITY FUNDRAISING EXERCISE UNDERTAKEN BY THE COMPANY IN THE PAST 12 MONTHS OR OTHER EQUITY FUNDRAISING EXERCISE UNDERTAKEN BY THE COMPANY OF WHICH THE PROCEEDS HAVE YET TO BE FULLY UTILISED

Saved as disclosed below, the Company has not undertaken any equity fundraising exercise in the past 12 months prior to this announcement nor any other fundraising exercise of which the proceeds raised have yet to be fully utilised.

On 4 May 2026, the Company had completed the free warrants issue of 357,402,909 Warrants A on the basis of 1 Warrant A for every 2 existing Shares held by the entitled shareholders ("Free Warrants Issue"). The Company did not raise any funds from the Free Warrants Issue as the Warrants A were issued at no cost to the entitled shareholders. The proceeds that may be raised by the Company from the exercise of the Warrants A would depend on the actual number of Warrants A exercised during the exercise period. As at the LPD, none of the Warrants A have been exercised.

1. RATIONALE FOR THE PROPOSED PRIVATE PLACEMENT

After due consideration of the various methods of fund raising, the Board is of the opinion that the Proposed Private Placement is the most appropriate avenue of fund raising at this juncture as:

(i) it enables the Group to raise funds expeditiously for the proposed use of proceeds as set out in Section 3 of this announcement, without incurring interest cost and having to service principal repayments as compared to bank borrowings, thereby allowing the Group to preserve its cash flow;

(ii) it is comparatively expedient and an efficient avenue to raise the required quantum of funds as opposed to other forms of equity fundraising such as rights issue exercise, where the proceeds are raised on a "lump-sum" basis and such exercise generally takes a longer implementation time. With a private placement, the places are required to pay the placement funds for a particular tranche within 5 market days from the Price Fixing Date. In addition, fundraising exercises such as a rights issue may not be suitable as it will involve a cash call from existing shareholders. Moreover, it will also require the Company to identify certain shareholders to provide irrevocable undertakings to subscribe for a minimum number of rights securities or, alternatively, procure underwriting arrangements (which will incur additional cost), in order to achieve a minimum subscription level; and

(iii) upon completion of the Proposed Private Placement, the enlarged capital base is also expected to strengthen the financial position of the Company.

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1. INDUSTRY OVERVIEW, OUTLOOK AND PROSPECTS

6.1 Overview and outlook of the economy

The Group's revenue is primarily derived from Singapore and Malaysia, which collectively contributed approximately 91.98% to the Group's audited revenue for the 18-month financial period ended 30 June 2025. The overview and outlook of the economy of Malaysia and Singapore are set out below:

6.1.1 Overview and outlook of the Malaysian economy

The Malaysian economy expanded by 5.4% in the first quarter of 2026 (4Q 2025: 6.2%), driven mainly by domestic demand. Household spending remained supported by positive labour market conditions, with the unemployment rate staying low, alongside targeted policy measures. Investment growth was underpinned by continued implementation of multi-year projects by both the private and public sectors, a high realisation rate of approved investments, and the ongoing rollout of national master plans. On the external front, export growth remained strong, driven mainly by continued expansion in E&E exports. Meanwhile, gross import growth moderated amid slower growth in capital, intermediate and consumer goods imports.

On the supply side, growth in services sector moderated, reflecting a moderation in motor vehicle sales following the front-loading of purchases in the fourth-quarter ahead of the expiration of import duty waivers for electric vehicles. Meanwhile, manufacturing sector performance remained supported by stronger E&E performance, in line with continued demand for artificial intelligence ("AI") and data centre-related components. Growth in the agriculture sector was lower amid normalisation in palm oil production following high output previously and ongoing replanting activities. The mining and quarrying sector contracted, mainly due to weaker oil and gas production. In addition, growth in the construction sector normalised from a double-digit growth amid a moderation in residential construction and civil engineering activities. On a quarter-on-quarter, seasonally-adjusted basis, the economy contracted by -0.01% (4Q 2025: 1.4%) given last quarter's very strong performance.

(Source: Economic and Financial Developments in Malaysia in the First Quarter of 2026, Bank Negara Malaysia)

Growth projection for 2026 is expected to be within the range of 4%–5%, supported primarily by continued domestic demand and exports. Household spending will be driven by positive labour market conditions and policy support. Investment activity will be driven by the progress of multi-year projects in both the private and public sectors, continued high realisation of approved investments, as well as the ongoing implementation of national master plans. Exports growth will be supported by the global technology expansion, particularly demand for E&E products, reflecting Malaysia's role in global value chains.

(Source: Quarterly Bulletin First Quarter 2026, Bank Negara Malaysia)

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6.1.2 Overview and outlook of the Singapore economy

The Singapore's GDP contracted by 0.3% quarter-on-quarter on a seasonally adjusted basis in the first quarter of 2026, compared to the 1.3% expansion in fourth quarter of 2025, based on the advance estimates. This reflected some normalisation in activity in the trade-related and modern services clusters following their strong performance in late 2025. On a year-on-year basis, overall growth remained firm at 4.6% in the first quarter of 2026. The sectoral growth drivers were relatively unchanged, led by the technology-related segments within the trade-related and modern services clusters.

The Middle East conflict has dampened Singapore's economic outlook. The significant disruptions to global energy supply and maritime trade routes could result in a near-term negative impact on the Singapore economy, especially the energy-dependent and related industries. All in, the impact from the Middle East conflict will weigh on Singapore's economic activity in the coming quarters of 2026, although the extent remains uncertain given the evolving developments. Singapore's GDP growth for 2026 is expected to step down from the above-trend pace of 5% in 2025.

(Source: Macroeconomic Review, Volume XXV Issue 2, April 2026, Monetary Authority of Singapore)

6.2 Overview and outlook of the E&E industry

6.2.1 Overview and outlook of the E&E industry in Malaysia

The manufacturing sector expanded by 4.5% in 2025 (2024: 4.2%), underpinned by steady growth in both export- and domestic-oriented industries. Growth in the export-oriented segment was driven by strong E&E performance as demand for data centre and artificial intelligence ("AI")-related components continued to strengthen, alongside higher semiconductor investment. The strength in the recent export performance has been concentrated in sectors benefiting from strong global demand, particularly E&E. Analysis of export market-share changes reveals that the 0.23% gain by Malaysia between 2019 and 2024 reflects favourable product composition, particularly in semiconductors.

Malaysia's domestic exports to the United States continued to register positive growth in 2025 despite higher tariffs. This growth was driven mainly by E&E products, which accounted for more than half of the increase in export receipts. In addition to being exempted from tariffs, the strong shipments of semiconductor devices and integrated circuits ("IC") reflect Malaysia's integrated role in the global technology value chain, underpinned by its position as the world's ninth-largest E&E exporter and its durable supply chain relationships.

The E&E sector is poised to gain from strong semiconductor demand in 2026 amid the global technology expansion, digitalisation and acceleration of AI adoption. Robust E&E ecosystem and earlier investments to move towards higher value-added activities, such as advanced packaging, have enabled the sector to be in a prime position to capture these opportunities. The realisation of data centre investments, particularly those with AI capabilities will strengthen Malaysia's information and communication technology (ICT) ecosystem linkages and encourage more sophisticated manufacturing activities.

(Source: Economic and Monetary Review 2025, Bank Negara Malaysia)

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Within the export-oriented industries, higher investment in the semiconductor segment and continued implementation of initiatives under existing policies, among others, the New Industrial Master Plan 2030 (NIMP 2030) and National Semiconductor Strategy ("NSS"), will further enhance competitiveness through stronger industrial clusters and greater digital adoption.

(Source: Economic Outlook 2026, Ministry of Finance Malaysia)

Under Budget 2026, the Malaysia's Government has launched several initiatives as the continuation of Malaysia's drive toward a high-value economy. Such initiatives related to semiconductor industry include the investment of RM550 million by Khazanah Nasional Berhad and Kumpulan Wang Persaraan (Diperbadankan) (KWAP) in the semiconductor ecosystem. Under the National NSS, Bank Pembangunan Malaysia Berhad (BPMB) will provide RM500 million in soft loans to support high-value-added activities such as research and development (R&D) especially by local companies that support the E&E ecosystem.

(Source: Speech - Fourth Madani Budget 2026 by YAB Dato' Seri Anwar Bin Ibrahim, Ministry of Finance Malaysia)

6.2.2 Overview and outlook of the E&E industry in Singapore

The technology-related sectors continued to benefit from the ongoing strength in AI-related demand. The electronics cluster within manufacturing grew by 25% on a year-on-year basis from January 2026 to February 2026, driven mainly by semiconductors and infocomms & consumer electronics. Memory chips saw strong demand, as did server-related products, reflecting ongoing enterprise investments in AI. Similarly, trade data from January 2026 to February 2026 showed continued robust increases in electronics domestic exports and re-exports.

Global AI demand remains strong but risks being disrupted by supply shocks, higher costs and tighter financial conditions. Various indicators suggest that demand should remain strong across different stages of the global AI value chain. At present, resilient capex growth is projected in semiconductors, data centre and cloud services, as well as AI platforms. More broadly, continued uncertainty and a higher inflationary environment could impair investment sentiment across the AI ecosystem, hampering firms' ability to fund expansion.

(Source: Macroeconomic Review, Volume XXV Issue 2, April 2026, Monetary Authority of Singapore)

Production in the semiconductors segment grew by 21%, in part supported by AI-related demand. Meanwhile, chipmakers serving the automotive and industrial end markets also saw higher production volumes amid easing inventory overhangs.

The AI-led global information technology (IT) upcycle is expected to be sustained into 2026, as demand continues to outpace available capacity. The capex of major technology companies is expected to grow at a still-firm pace of about 30% in 2026, albeit moderating from the 50% expansion in 2025. Other sources of demand could come from the European Union and South Korea which are also ramping up investments to build their own AI data centres. At the same time, new applications such as Agentic AI that require advanced semiconductor chips at scale are beginning to move from concept to deployment, thus boosting overall demand as well.

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The broader semiconductor industry is currently still in the "expansion" phase, characterised by positive chip sales and negative inventory growth. Global chip sales (GCS) have shown no signs of slowing, and are in fact expected to accelerate further in 2026, fuelled by strong AI-related demand. The World Semiconductor Trade Statistics has raised its 2026 global chip sales growth estimate to 26%, surpassing its revised 22.5% growth forecast for 2025, driven by expectations of widespread expansion across all market segments and regions.

(Source: Macroeconomic Review, Volume XXV Issue 1, January 2026, Monetary Authority of Singapore)

6.3 Prospects of the Group

The Group is principally involved in the manufacture, assembly, testing and sale of IC, optoelectronic products, small outline components, light-emitting diode (LED) components and modules, sensors and optical products, electronics/ semiconductor components and technical plating services for the semiconductor and electronics industries.

The Group has in place, among others, the following strategic initiatives to grow its business:

(i) On 21 November 2024, the Company has entered into a Services Agreement with a Taiwan-based company, ChipMOS Technologies Inc. ("ChipMOS"). Under the agreement, the Group will provide dicing services on wafers delivered by ChipMOS into individual IC, and provide packaging and testing services thereto. The term of the agreement is from 21 November 2024 to 20 November 2027.

(ii) On 28 November 2024, Globetronics Manufacturing Sdn Bhd ("GMSB"), a wholly-owned subsidiary of GTB, has entered into a master agreement with POET Technologies Pte Ltd ("POET"). Under the agreement, GMSB will provide manufacturing and packaging services in semiconductors and turnkey manufacturing, including assembling and testing Optical Engines* based on designs made exclusively by POET. POET will purchase the Optical Engines assembled and tested by GMSB. The term of the agreement shall begin on 28 November 2024 and expire in 3 years unless earlier terminated in accordance with the agreement. The term may be extended by written agreement of GMSB and POET.

Note:

• means opto-electronic devices that are built on POET's Optical Interposer as a single stacked multi-chip module that includes optional "active" components such as lasers, monitor photo diodes, photo detectors, trans impedance amplifiers, laser drivers and digital signal processors.

Both agreements are expected to contribute positively to the overall future earnings of the Group. The Group will continue to seek for opportunities to secure new business in response to structural headwinds in its core semiconductor segment.

(iii) The light-emitting-diode (LED), laser and optoelectronics see a stable outlook. Activities are focused on efficiency to continue to drive profitability from the Group's matured product portfolio, where production for high power light modules has commenced in March 2026. In addition, efforts to expand capacity and customer support in lead frame based packages remain promising, where production for the first Automotive Memory IC package has commenced in March 2026.

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(iv) The Group also plans to make targeted investments in advanced packaging technology with the Group's existing customers to meet their requirements and enabling the offering of new products and processes such as Flip Chip Scale Package (FCCSP) solution, Wafer Level Chip Scale Package (WLCSP), Fan-Out Wafer Level Packaging (FOWLP), Flip-Chip Ball Grid Array (FCBGA), 2.5D, MEMS and silicon photonics.

(v) The Group's plans for potential partnership in wafer level technology such as bumping, Redistribution Layer (RDL) and copper (cu) pillar, complements the Group's in-house capability to support flip-chip packages. As at the LPD, two projects utilising wafer bumping technologies are in exploration with key customers.

As disclosed in Section 3 of this announcement, the Company intends to utilise up to RM22.61 million of the gross proceeds to be raised from the Proposed Private Placement to finance the Group's capital expenditure for the enhancement of its technical capabilities in SMT and advanced packaging processes. The proposed investments are expected to strengthen the Group's technological base and further enhance its technical capabilities in SMT and advanced packaging. This, in turn, is expected to improve production efficiency, operational performance, and capacity utilisation, while better positioning the Group to meet evolving customer requirements and supporting its long-term growth prospects.

After taking into consideration the above efforts by the Group and the outlook of the Malaysian and Singapore economy as well as E&E industry in Malaysia and Singapore as set out in Sections 6.1 and 6.2 of this announcement, barring any unforeseen circumstances, the Board is cautiously optimistic of the Group's prospects moving forward.

(Source: Management of GTB)

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1. EFFECTS OF THE PROPOSED PRIVATE PLACEMENT

Scenarios	Assumptions
Minimum Scenario	• None of the outstanding ESOS Options and Warrants A are exercised into new Shares; and
• No further ESOS Options are granted and exercised into new Shares until the completion of the Proposed Private Placement
Maximum Scenario	• All the outstanding ESOS Options and Warrants A are exercised into new Shares prior to the implementation of the Proposed Private Placement; and
• No further ESOS Options are granted and exercised into new Shares until the completion of the Proposed Private Placement

For illustrative purposes, the pro forma effects of the Proposed Private Placement are as follows:

7.1 Share capital

	Minimum Scenario		Maximum Scenario
	No. of Shares	RM	No. of Shares	RM
Issued share capital as at the LPD	714,807,218	210,928,064	714,807,218	210,928,064
Assuming full exercise of outstanding ESOS Options	-	-	12,319,800	(1)5,099,165
Assuming full exercise of outstanding Warrants A	-	-	357,402,909	(2)46,462,378
	714,807,218	210,928,064	1,084,529,927	262,489,607
To be issued pursuant to the Proposed Private Placement	71,480,700	(3)18,584,982	108,452,900	(3)28,197,754
Enlarged issued share capital	786,287,918	229,513,046	1,192,982,827	290,687,361

Notes:

(1) Assuming all the outstanding ESOS Options are exercised into new Shares at the exercise price of RM0.290 per ESOS Option (adjusted pursuant to the Free Warrants Issue), and the corresponding ESOS Options reserve of RM1.53 million are transferred to issued share capital.

(2) Assuming all the outstanding Warrants A are exercised into new Shares at the exercise price of RM0.13 per Warrant A.

(3) Based on an assumed issue price of RM0.26 per Placement Share.

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7.2 Net assets ("NA") and gearing

Based on the latest audited consolidated statements of financial position of the Group as at 30 June 2025, the pro forma effects of the Proposed Private Placement on the NA and gearing of the Group are as follows:

Minimum Scenario

| Group | Audited
As at 30 June 2025
RM'000 | (I)
(1)After subsequent
event up to the LPD
RM'000 | (II)
(2)After (I) and the
Proposed Private
Placement
RM'000 |
| --- | --- | --- | --- |
| Share capital | 193,882 | 210,928 | 229,513 |
| Reserves: | | | |
| ESOS Options reserve | - | 1,526 | 1,526 |
| Capital reserve | 41 | 41 | 41 |
| Fair value reserve | (1,598) | (1,598) | (1,598) |
| Translation reserve | 3,614 | 3,614 | 3,614 |
| Retained earnings | 108,838 | 102,483 | (3)102,093 |
| Total equity/ NA | 304,777 | 316,994 | 335,189 |
| No. of Shares in issue ('000) | 675,384 | 714,807 | 786,288 |
| NA per Share (RM) | 0.45 | 0.44 | 0.43 |
| Total borrowings | - | - | - |
| Gearing (times)(4) | N/A | N/A | N/A |

Notes:

(1) After accounting for the following:

(i) the offer of 61,599,000 ESOS Options at an exercise price of RM0.318 per ESOS Option on 10 October 2025;

(ii) the exercise of 39,423,360 ESOS Options at an exercise price of RM0.318 per ESOS Option and the transfer of the corresponding ESOS Options reserve of RM4.51 million to issued share capital;

(iii) the lapse of 9,855,840 ESOS Options and the reversal of the corresponding ESOS Options reserve of RM1.13 million to the retained earnings;

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(iv) the expenses amounting to approximately RM0.32 million incurred pursuant to the Free Warrants Issue; and
(v) the additional ESOS Options reserve of approximately RM0.12 million, arising from the adjustment to the exercise price of the ESOS Options pursuant to the Free Warrants Issue, with a corresponding debit to the retained earnings.

(2) After the issuance of 71,480,700 Placement Shares pursuant to the Proposed Private Placement based on an assumed issue price of RM0.26 per Placement Share.
(3) After deducting estimated expenses of RM0.39 million to be incurred in relation to the Proposed Private Placement.
(4) Computed based on total borrowings over total equity.

Maximum Scenario

| Group | Audited
As at 30 June 2025
RM'000 | (I)
(1)After subsequent
event up to the
LPD
RM'000 | (II)
(2)After (I) and
assuming full
exercise of all the
outstanding ESOS
Options and
Warrants A
RM'000 | (III)
(3)After (II) and the
Proposed Private
Placement
RM'000 |
| --- | --- | --- | --- | --- |
| Share capital | 193,882 | 210,928 | 262,490 | 290,687 |
| Reserves: | | | | |
| ESOS Options reserve | - | 1,526 | - | - |
| Capital reserve | 41 | 41 | 41 | 41 |
| Fair value reserve | (1,598) | (1,598) | (1,598) | (1,598) |
| Translation reserve | 3,614 | 3,614 | 3,614 | 3,614 |
| Retained earnings | 108,838 | 102,483 | 102,483 | (4)102,093 |
| Total equity/ NA | 304,777 | 316,994 | 367,030 | 394,837 |
| No. of Shares in issue ('000) | 675,384 | 714,807 | 1,084,530 | 1,192,983 |
| NA per Share (RM) | 0.45 | 0.44 | 0.34 | 0.33 |
| Total borrowings | - | - | - | - |
| Gearing (times)(5) | N/A | N/A | N/A | N/A |

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Notes:

(1) After accounting for the following:

(i) the offer of 61,599,000 ESOS Options at an exercise price of RM0.318 per ESOS Option on 10 October 2025;

(ii) the exercise of 39,423,360 ESOS Options at an exercise price of RM0.318 per ESOS Option and the transfer of the corresponding ESOS Options reserve of RM4.51 million to issued share capital;

(iii) the lapse of 9,855,840 ESOS Options and the reversal of the corresponding ESOS Options reserve of RM1.13 million to the retained earnings;

(iv) the expenses amounting to approximately RM0.32 million incurred pursuant to the Free Warrants Issue; and

(v) the additional ESOS Options reserve of approximately RM0.12 million, arising from the adjustment to the exercise price of the ESOS Options pursuant to the Free Warrants Issue, with a corresponding debit to the retained earnings.

(2) Assuming:

(i) all the outstanding ESOS Options are fully exercised into new Shares at the exercise price of RM0.290 per ESOS Option (adjusted pursuant to the Free Warrants Issue) and the corresponding ESOS Options reserve of RM1.53 million are transferred to issued share capital; and

(ii) all the outstanding Warrants A are fully exercised into new Shares at the exercise price of RM0.13 per Warrant A.

(3) After the issuance of 108,452,900 Placement Shares pursuant to the Proposed Private Placement based on an assumed issue price of RM0.26 per Placement Share.

(4) After deducting estimated expenses of RM0.39 million to be incurred in relation to the Proposed Private Placement.

(5) Computed based on total borrowings over total equity.

7.3 Earnings/ Losses and earnings per Share ("EPS")/ losses per Share ("LPS")

The effect of the Proposed Private Placement on the future earnings/ losses and EPS/ LPS of the Group cannot be ascertained at this juncture as it would depend on, among others, the actual issue price(s) and number of the Placement Shares to be issued, and the future earnings/ losses of the Group.

The Proposed Private Placement is not expected to have a material effect on the earnings/ losses of the Group for the financial year ending 30 June 2026. However, the EPS/ LPS of the Group is expected to be correspondingly diluted as a result of the increase in the number of Shares in issue pursuant to the Proposed Private Placement.

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7.4 Substantial shareholders' shareholdings

The pro forma effects of the Proposed Private Placement on the substantial shareholders' shareholdings in the Company as at the LPD based on the Company's Register of Substantial Shareholders are as follows:

Minimum Scenario

Substantial shareholders	As at the LPD(1)				(I) After the Proposed Private Placement(2)
	Direct		Indirect		Direct		Indirect
	No. of Shares	%	No. of Shares	%	No. of Shares	%	No. of Shares	%
Ooi Keng Thye	76,917,900	10.76	-	-	76,917,900	9.78	-	-
APB Resources Berhad	70,000,000	9.79	-	-	70,000,000	8.90	-	-
Placee(s)	-	-	-	-	71,480,700	9.09	-	-

Notes:

(1) Based on the issued share capital of 714,807,218 Shares as at the LPD.
(2) Based on the enlarged issued share capital of 786,287,918 Shares after completion of the Proposed Private Placement.

Maximum Scenario

Substantial shareholders	As at the LPD(1)				(I) Assuming full exercise of all the outstanding ESOS Options and Warrants A(2)
	Direct		Indirect		Direct		Indirect
	No. of Shares	%	No. of Shares	%	No. of Shares	%	No. of Shares	%
Ooi Keng Thye	76,917,900	10.76	-	-	115,376,850	10.64	-	-
APB Resources Berhad	70,000,000	9.79	-	-	105,000,000	9.68	-	-
Placee(s)	-	-	-	-	-	-	-	-
Substantial shareholders	(II) After (I) and the Proposed Private Placement(3)
---	---	---	---	---
	Direct		Indirect
	No. of Shares	%	No. of Shares	%
Ooi Keng Thye	115,376,850	9.67	-	-
APB Resources Berhad	105,000,000	8.80	-	-
Placee(s)	108,452,900	9.09	-	-

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Notes:

(1) Based on the issued share capital of 714,807,218 Shares as at the LPD.

(2) Based on the enlarged issued share capital of 1,084,529,927 Shares after full exercise of all the outstanding ESOS Options and Warrants A into new Shares.

(3) Based on the enlarged issued share capital of 1,192,982,827 Shares after completion of the Proposed Private Placement.

7.5 Convertible securities

Save for the outstanding Warrants A and ESOS Options, the Company does not have any other outstanding convertible securities as at the LPD.

In accordance with the provisions of the Deed Poll of the Warrants A and By-Laws of the ESOS, the Proposed Private Placement will not result in any adjustment to the exercise price and/or number of both the Warrants A and ESOS Options outstanding.

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1. APPROVALS REQUIRED AND CONDITIONALITY

The Proposed Private Placement is subject to the following approvals being obtained:

(i) the approval of Bursa Securities for the listing and quotation of the Placement Shares on the Main Market of Bursa Securities; and
(ii) the approvals/ consents of any other relevant authorities/ parties, if required.

Barring any unforeseen circumstances, the application to Bursa Securities in relation to the Proposed Private Placement is expected to be made within 1 month from the date of this announcement.

As set out in Section 2 of this announcement, the General Mandate has been obtained by the Company from its shareholders in its 28th AGM convened on 28 November 2025. Such authority shall continue to be in force until the conclusion of the next AGM of the Company. In the event the Proposed Private Placement transcends beyond the next AGM, approval will be sought from the shareholders of the Company at the next AGM for renewal of the General Mandate.

The Proposed Private Placement is not conditional upon any other proposals undertaken or to be undertaken by the Company.

1. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE OF THE COMPANY AND/ OR PERSONS CONNECTED WITH THEM

None of the Company's Directors, major shareholders, chief executive and/ or persons connected with them have any interest, direct or indirect, in the Proposed Private Placement in view that the Placement Shares will not be placed to them, as mentioned in Section 2.2 of this announcement.

1. DIRECTORS' STATEMENT

The Board, having considered the current financial position and needs of the Group and after careful deliberation of the rationale and all other aspects of the Proposed Private Placement (including prospects, the utilisation of proceeds of the Proposed Private Placement and the financial effects), is of the opinion that the Proposed Private Placement is in the best interest of the Company.

1. ADVISER AND PLACEMENT AGENT

TA Securities has been appointed by the Company to act as the Principal Adviser and Placement Agent in relation to the Proposed Private Placement.

1. ESTIMATED TIMEFRAME FOR COMPLETION

The Board expects the Proposed Private Placement to be completed within 6 months from the date of the approval from Bursa Securities.

This announcement is dated 9 June 2026.