REPL::Extraordinary/ Special General Meeting::Voluntary

CIRCULAR DATED 4 NOVEMBER 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

If you are in any doubt about its contents or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Unless otherwise defined, capitalised terms used on this cover shall have the same meaning as ascribed to them in the section titled "DEFINITIONS" of this Circular.

This Circular is issued by Southern Alliance Mining Ltd. (the "Company"). The purpose of the Circular is to provide Shareholders with the rationale for and information relating to, and to seek Shareholders' approval for the Proposed Resolutions to be tabled at the EGM. The Notice of EGM and Proxy Form are published on (i) the SGX-ST's website at https://www.sgx.com/securities/company-announcements;and (ii) the Company's corporate website at www.southernalliancemining.com.

If you have sold or transferred all your shares in the capital of the Company, you should immediately inform the purchaser or transferee, or to the bank, stockbroker or agent through whom you effected the sale or transfer, that this Circular, together with the Notice of EGM and the attached Proxy Form is available on the SGX website at the URL https://www.sgx.com/securities/company-announcementsand the Company's website at the URL www.southernalliancemining.com.

The Company was listed on Catalist of the SGX-ST on 26 June 2020. The initial public offering of the Company was sponsored by PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor").

This Circular has been reviewed by the Company's Sponsor. It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST) and the SGX-ST assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document. The Sponsor has also not drawn on any specific technical expertise in its review of this document.

The contact person for the Sponsor is Ms. Ng Shi Qing, 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318, [e-mail].

SOUTHERN ALLIANCE MINING LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number: 201931423D)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

1. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE;

1. THE PROPOSED RENEWAL OF THE IPT GENERAL MANDATE; AND

(III) THE PROPOSED DIVERSIFICATION.

IMPORTANT DATES AND TIMES

Due to the current COVID-19 situation, Shareholders will not be allowed to attend the EGM in person. The EGM will be convened and held by electronic means. Shareholders must appoint the Chairman of the EGM as their proxy to attend, speak and vote on their behalf at the EGM.

Last date and time for lodgement of Proxy Form Date and time of EGM

Place of EGM:

• 23 November 2021 at 10.30 a.m.
• 26 November 2021 at 10.30 a.m. or as soon thereafter following the conclusion or adjournment of the annual general meeting of the Company to be held at 10.00 a.m. at the same day
• The EGM will be held by electronic means

TABLE OF CONTENTS
1.	INTRODUCTION.............................................................................................................................	7
2.	PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE ............................................	7
3.	PROPOSED RENEWAL OF THE IPT GENERAL MANDATE ....................................................	20
4.	THE PROPOSED DIVERSIFICATION .........................................................................................	28
5.	DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS .......................................	38
6.	DIRECTORS' RECOMMENDATION............................................................................................	39
7.	EXTRAORDINARY GENERAL MEETING...................................................................................	40
8.	ABSENTION FROM VOTING.......................................................................................................	40
9.	ACTIONS TO BE TAKEN BY SHAREHOLDERS .......................................................................	40
10.	DIRECTORS' RESPONSIBILITY STATEMENT ..........................................................................	41
11.	DOCUMENTS AVAILABLE FOR INSPECTION ..........................................................................	42

DEFINITIONS

The following definitions apply throughout in this Circular except where the context otherwise requires or otherwise stated:

"2020 AGM"	:	The AGM of the Company that was held on 27 November
2020
"ACRA"	:	The Accounting	and	Corporate Regulatory Authority	of
Singapore
"AGM"	:	The annual general meeting of the Company
"Aggregated	:	Has the meaning ascribed to it in Section 4.4 of this Circular
Transactions"
		The relevant costs to be borne by Aras Kuasa for the
"AK Relevant Cost"	:	transportation	of	the	pipe coating materials from	the
Company's mine site to the End Customer's Competitor's
		premises
"Annual Agreement"	"	Has the meaning ascribed to it in Section 3.8(b) of this Circular
"Aras Kuasa"	:	Aras Kuasa Sdn. Bhd.
"Audit Committee"	:	The audit committee of the Board, for the time being or from
time to time, as the case may be
"August 2021 EGM"	:	The EGM that was held on 20 August 2021
		The average of the closing market prices of a Share over the
		last five (5) Market Days on which the Shares are transacted
		on Catalist immediately preceding the date of the Market
"Average Closing Price"	:	Purchase by the Company or, as the case may be, the date
of the making of the offer pursuant to the Off-Market
		Purchase, and deemed to be adjusted, in accordance with the
		Catalist Rules, for any corporate action that occurs after the
		relevant five-day period
		In relation to a corporation, means:
		(a) any corporation in which the corporation or its subsidiary
		has, or the corporation and its subsidiary together have, a
		direct interest of not less than 20.0% but not more than 50.0%
		of the aggregate of the nominal amount of all the voting
"associated company"	:	shares; or
		(b) any corporation, other than a subsidiary of the corporation
		or a corporation which is an associated company by virtue of
		paragraph (a), the policies of which the corporation or its
		subsidiary, or the corporation together with its subsidiary, is
		able to control or influence materially
"Board"	:	The board of	Directors of the Company as at the Latest
Practicable Date
"Catalist"	:	The sponsor-supervised listing platform of the SGX-ST
"Catalist Rules"	:	The SGX-ST Listing Manual Section B: Rules of Catalist, as
may be amended, modified or supplemented from time to time
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			DEFINITIONS
	"CDP"	:	The Central Depository (Pte) Limited
	"Chief Executive Officer"	:	The chief executive officer of the Company for the time being
	or "CEO"
	"Chief Financial Officer"	:	The chief financial officer of the Company for the time being
	or "CFO"
	"Circular"	:	This circular to Shareholders dated 4 November 2021
	"Companies Act"	:	Companies Act (Chapter 50 of Singapore), as may be
	amended, modified, or supplemented from time to time
	"Company"	:	Southern Alliance Mining Ltd.
	"Constitution"	:	The	constitution of the Company, as may be amended,
	modified or supplemented from time to time
	"Date of Listing"	:	The admission of the Company to Catalist on 26 June 2020
			The date on which the Company makes an offer for the
	"date of the making of	:	purchase or acquisition of Shares from Shareholders, stating
	the offer"	therein the relevant terms of the equal access scheme for
			effecting the Off-Market Purchase
	"Directors"	:	The directors of the Company as at the Latest Practicable
	Date
			One of the Group's major pipe coating customers which
	"End Customer"	:	requires such pipe coating materials and has strict in-house
	policies which prohibit their suppliers from supplying the same
			products to their customers directly
	"End Customer's	:	A competitor of the End Customer
	Competitor"
			The extraordinary general meeting of the Company to be held
			by way of electronic means on 26 November 2021 at 10.30
	"EGM"	:	a.m. or as soon thereafter following the conclusion or
			adjournment of the AGM of the Company to be held on the
			same day by electronic means
	"EPS"	:	Earnings per Share
	"Existing Business"	:	Shall have the meaning ascribed to it in Section 4.1 of this
	Circular
	"FY 2021"	:	Financial year ended 31 July 2021
	"Group"	:	The Company and its subsidiaries, collectively
	"HChem Marketing"	:	HChem Marketing (M) Sdn. Bhd.
	"Interested Person"	:	(a)	a Director, Chief Executive Officer, or Controlling
		Shareholder; or
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			DEFINITIONS
			(b) an associate of any such Director, Chief Executive
			Officer, or Controlling Shareholder
	"Interested Person	:	A transaction between an entity at risk and an Interested
	Transaction"	Person
			The general mandate obtained from the Shareholders
			pursuant to Chapter 9 of the Catalist Rules, authorising the
			Group, in its ordinary course of business, to enter into the
			transactions specified in Section 3.6 of this Circular with any
	"IPT General Mandate"	:	Mandated Interested Persons which are necessary for its day-
	to-day operations, provided that all such transactions are
			carried out on normal commercial terms and are not
			prejudicial to the interests of the Company and its minority
			Shareholders, subject to the guidelines and review
			procedures for such transactions
	"IRB"	:	The Malaysian Inland Revenue Board
	"IRB Guidelines"	:	The Malaysian Transfer Pricing Guidelines 2012 including
	updated Guidelines issued by IRB in July 2017
	"Latest Practicable Date"	:	29 October 2021, being the latest practicable date prior to the
	printing of this Circular
	"Malaysian Transfer	:	Has the meaning ascribed to it in Section 3.8 of this Circular
	Pricing Rules"
	"Mandated Interested	:	Any person as defined in Section 3.5 of this Circular
	Person"
	"Mandated Interested	:	Any transaction as defined in Section 3.6 of this Circular
	Person Transactions"
	"Market Day"	:	A day on which the SGX-ST is open for trading in securities
	"Market Purchase"	:	Has the meaning ascribed to it in Section 2.3.3(a) of this
	Circular
	"MAS"	:	The Monetary Authority of Singapore
	"Maximum Number of	:	Has the meaning ascribed to it in Section 2.3.1 of this
	Shares"	Circular
	"Maximum Price"	:	Has the meaning ascribed to it in Section 2.3.4 of this
	Circular
	"Multiline Trading"	:	Multiline Trading Sdn. Bhd.
	"NTA"	:	Net tangible assets
	"Off-Market Purchase"	:	Has the meaning ascribed to it in Section 2.3.3(b) of this
	Circular
	"Ordinary Resolution 1"	:	The ordinary resolution to approve the Proposed Renewal of
	the Share Purchase Mandate
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