Tengri Coal and Energy Pte. Limited entered into a non-binding term sheet to acquire BlackGold Natural Resources Limited (Catalist:41H) in a reverse merger transaction for SGD 1 billion on April 5, 2021. As on May 21, 2021, Tengri Coal and Energy Pte. Limited entered into a conditional sale and purchase agreement to acquire BlackGold Natural Resources Limited (Catalist:41H) in a reverse merger transaction for SGD 250 million. Under the transaction, BlackGold Natural Resources Limited will pay SGD 1 billion for the acquisition of entire issues share capital of Tengri Coal and Energy Pte. Limited, which will be paid by the allotment and issue by BlackGold Natural Resources Limited of new ordinary shares in the capital of the Company. Allotment of consideration shares will result in Tengri Coal and Energy Pte. Limited becoming a controlling shareholder of BlackGold Natural Resources Limited. Immediately after the signing of the definitive agreement, BlackGold will undertake a placement of shares in the capital of the Company arranged by BlackGold or Tengri Coal and Energy Pte. Limited, of which 80% of the proceeds from the Placement Exercise will be used strictly for the payment of professional costs and expenses in connection with the Proposed Acquisition with the remaining 20% to be used by BlackGold for its own working capital. As a part of transaction, Tengri Coal and Energy Pte. Limited may satisfy the eligibility requirements for Mainboard listings on the SGX-ST and as such BlackGold intends to seek a transfer of the listing of the Company from the Catalist Board of the SGX-ST to the Mainboard of the SGX-ST concurrent with the completion of the Proposed Acquisition. Transaction is subject to conditions precedent, including, within 60 days from the date of the Term Sheet satisfactory execution of all legal documentation including but not limited to a sale and purchase agreement or other such agreements in respect of the Proposed Acquisition (the "Definitive Agreements"); within 21 days from the execution of the Definitive Agreements, completion of the Placement Exercise; all applicable governmental and regulatory approval/clearance for the Propose Acquisition and the circular to be addressed to BlackGold shareholders relating to the Proposed Acquisition, from BlackGold's sponsor and SGX-ST (including approval for the listing and quotation of the Consideration Shares on the SGX-ST) having been received and not withdrawn or revoked as at the completion of the Proposed Acquisition, and if approval is subject to any condition(s) or restriction(s) imposed by the SGX-ST, such condition(s) being reasonably acceptable to the parties; the obtaining of all necessary corporate and third party consents, including but not limited to the approval of shareholders of BlackGold for proposed acquisition and proposed payment of Introducer's Fee, the allotment and issue of the consideration shares, the share consolidation, and the compliance placement; satisfactory completion by of financial and legal due diligence exercises by BlackGold on Tengri Coal and Energy Pte. Limited, satisfactory completion of financial and legal due diligence exercises on BlackGold, BlackGold shall prior to the signing of the definitive agreement, procure irrevocable undertakings from the shareholders, who hold an aggregate of at least 50.1% shareholding in respect of all the shares it/he owns or controls, directly or indirectly, in BlackGold and other closing conditions. On June 11, 2021, BlackGold Natural Resources entered supplemental deed to amend sale purchase agreement. Under the terms of the Supplemental Deed, the Parties have agreed that the Placement Exercise shall be completed as soon as reasonably practicable, but in any case, by August 11, 2021. The completion date of the Proposed Acquisition shall not be later than twelve (12) months from the date of the execution of the Definitive Agreements, subject to such extension as the Parties may agree to in writing and subject to any directives or Catalist Rules and/or the SGX-ST with regard to the completion of a reverse takeover.