SPAC Sdn. Bhd. entered into a share purchase agreement to acquire Pasdec Mega Sdn.

Bhd from Pasdec Holdings Berhad (KLSE:PASDEC) for MYR 12 million on March 16, 2023. As per the agreement, The consideration of MYR 1.2 million by SPAC Sdn. will paid in full upon execution of the agreement.

SPAC Sdn. shall pay MYR 10.8 to the Vendor as the full and final repayment of all advances made or granted by the Vendor to Pasdec Mega or otherwise as accrued in the accounts, being costs incurred for the construction and development of the Sg. Benus Project.

Upon execution of the Agreement, SPAC Sdn. shall effect payment of MYR 1.8 million (“Part Payment”) as part settlement towards the Repayment of Vendor's Advances. The balance of MYR 9 million (“Balance Repayment of Vendor's Advances”) shall be fully settled by SPAC Sdn.

to the Vendor on or before expiry of 6 months from the Completion Date as defined in the Agreement (“Due Date”), or if applicable, together with interest within 3 months from the Due Date. The completion of agreement is conditional upon fulfilment of the following by the parties within 45 working days from the date of the agreement subject to an automatic extension of 30 days to be granted to the Vendor and subject to any further extended period as may be mutually agreed by the parties: All amount outstanding under the existing banking facilities granted to Pasdec Mega (“Existing Facilities”) shall be fully paid and all encumbrances including charges created by Pasdec Mega, Deeds of termination to be executed by Pasdec Mega and the relevant parties for termination of all existing agreements, contracts, undertakings entered into or granted by Pasdec Mega to all contractors, sub-contractors, suppliers, consultants or any other third parties and the corresponding payment and settlement with the parties appointed by Pasdec Mega with no outstanding obligations or liabilities with effect from the date of termination, The approvals of the Sustainable Energy Development Authority or any other public authorities, if applicable, for the sale and transfer of the Sale Shares and change of ownership of the company and the Sg. Benus Project, to be obtained by Pasdec Mega, The Agreement shall become unconditional on the date when all of the Conditions Precedent have been or are deemed to have been fulfilled or waived by SPAC Sdn.

(“Unconditional Date”). The Proposed Disposal does not require the approval of the shareholders of Pasdec Holdings Berhad.