Natural Cool Holdings Limited (Catalist:5IF) agreed to acquire a 51% stake in IFocus Pte Ltd from Ng Choon Tiong and Kuo Wen Siang for SGD 3.06 million on January 17, 2022. The consideration will be satisfied wholly in cash on the completion date and will be funded by internal resources of the Group. Completion of transaction is subjected to completion of a business, legal and financial due diligence exercise on IFocus by Natural and its representatives and advisers, and the results of such exercise being satisfactory to Natural in its absolute discretion, compliance with all applicable requirements as prescribed under the Catalist Rules in relation to the proposed acquisition and if necessary, obtaining approval from the shareholders of Natural and SGX-ST in relation to the Proposed Acquisition, the Vendors owning 100% of the issued and paid-up share capital of IFocus prior to Completion, IFocus having an aggregate cash balance in its bank accounts of not less than SGD 790,000 which shall include the amount to be utilised by Natural as incentive payments and staff retention payments to certain employees to be specified by the Vendors and the refundable cash deposit paid by Natural to the Housing Development Board, and a net asset value (including the said cash balance) of not less than SGD 1 million as at the date of Completion, finalisation of the service agreements to be entered into between the Target and each of the Vendors respectively with a term of at least three (3) years, in form and substance acceptable to the parties, execution of the shareholders agreement in relation to the Target to be entered into by Natural, the Vendors and the Target and all Approvals which are material for the carrying on of the business of the Target immediately after Completion being granted by all third parties including all governmental authorities, to Natural, the Vendors and IFocus. Conditions Precedent is not fulfilled or waived by the Company on or before January 31, 2022 or such other date as the parties may mutually agree in writing, the agreement shall ipso facto cease and determine and none of the parties to the agreement shall have any claim against the other party for costs, damages, compensation or otherwise, save for, amongst others, any claim by the Company against the Vendors arising from a breach of its undertaking to procure fulfilment of certain Conditions Precedent.