Takmur Pte. Ltd. signed a sale and purchase agreement to acquire South Pacific Resources Limited (ASX: SPB) in a reverse merger transaction on July 30, 2019. Under the terms of the agreement, SPB will conduct a 20 to 1 consolidation of its existing issued capital. SPB will issue 210,274,171 (approximately 79.8%) post consolidation shares and 17,675,376 performance rights. Post completion, current SPB shareholders will hold 18.3 million (6.9%) shares, Takmur will hold 210.3 million (79.8%) shares and new shareholder under capital raising will hold 35 million (13.3%) shares. The Company has convened a General Meeting of its Shareholders to be held on December 13, 2019 to seek approval for the issue of securities to effect the Acquisition, the change in nature and scale of the SPB's operations and the change of the name. SPB will seek to raise $14 million through the issue of 35 million Shares under a prospectus and seek re-admission to the Official List of the ASX. Following completion of the Acquisition, the principal activities and assets of SPB will be the current activities and assets of Takmur. As of December 24, 2019, the Board has resolved that it is in the best interest of the SPB's shareholders and all stakeholders to apply to ASX for in-principle advice in relation to the removal from the Official List of ASX and to submit an application for listing on the National Stock Exchange of Australia (“NSX”) of the SPB, Public Offer Shares and Takmur Shares and to withdraw the current application for re-admittance to the Official List of ASX. It is anticipated that following the De-Listing SPB will be listed on NSX, and shareholders will be able to trade their shares on that platform. SPB will change its name to Pyx Resources Limited after completion. Oliver B. Hasler will be the proposed Chairman of the Board and Chief Executive Officer, and other Board and management changes are to be made. Bakhos Georges and Gary J. Artmont will serve as Directors of the combined entity. Additionally, the current Board of SPB will resign and be replaced by new Board members with the exception of Alvin Tan who will stay on as Director following the transaction.

Transaction is subject to SPB shareholder approval, completion of due diligence investigations by both SPB and Takmur, SPB complying with Chapters 1 and 2 of the Listing Rules and obtaining confirmation from ASX that it will re-admit SPB, the parties obtaining all relevant approvals, including SPB board approval, and any third party consents necessary to implement the transaction and no government or regulatory intervention that would prevent completion of the transaction. SPB shareholder meeting to be held on September 23, 2019. As of December 13, 2019, deal is approved by shareholders of SPB. As of January 31, 2020, National Stock Exchange of Australia granted for the admission to official listing and anticipates its shares to be listed on the NSX, with ticker PYX, as soon as practicable. The proceeds of the capital raising will be used to sustain the cost of the transaction of AUD 3.4 million, among other things. Transaction settlement date is October 7, 2019. As of November 22, 2019, completion of the acquisition is expected on December 13, 2019. Indian Ocean Corporate Pty Ltd and Cedrus Investments Limited acted as financial advisors in the transaction for SPB. David Kenney of Hall Chadwick Corporate (NSW) Limited acted as accountant for SPB. Cedrus Investments will receive AUD 1.4 million as advisory fee for the services provided pursuant to the acquisition.