Placements::PROPOSED PLACEMENT OF 31,015,000 NEW ORDINARY SHARES - RECEIPT OF AIP FROM THE SGX-ST

BRC Asia Limited

Incorporated in the Republic of Singapore

Company Registration No. 193800054G

PROPOSED PLACEMENT OF 31,015,000 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AT THE ISSUE PRICE OF S$1.48 PER SUBSCRIPTION SHARE

- RECEIPT OF APPROVAL IN-PRINCIPLE FROM THE SGX-ST

1. INTRODUCTION
   The board of directors (the "Board" or the "Directors") of BRC Asia Limited (the "Company", together with the subsidiaries, the "Group") refers to the announcement dated 28 August 2021 (the "Placement Announcement") in relation to the entry by the Company into a conditional subscription agreement ("Subscription Agreement") with Hong Leong Asia Investments Pte. Ltd. (the "Subscriber") for the proposed allotment and issuance to the Subscriber of 31,015,000 new ordinary shares in the capital of the Company (the "Subscription Shares") at an issue price of S$1.48 for each Subscription Share (the "Issue Price"), amounting to an aggregate subscription price of S$45,902,200 (the "Proposed Placement"), subject to and in accordance with the terms and conditions of the Subscription Agreement.
   Unless otherwise defined, all capitalised terms used in this announcement shall have the meaning ascribed to them in the Placement Announcement.
2. RECEIPT OF APPROVAL IN-PRINCIPLE FROM THE SGX-ST
   Further to the Placement Announcement, the Board is pleased to announce that the SGX-ST has on 20 September 2021 granted its approval in-principle ("AIP") for the listing and quotation of the Subscription Shares on the Mainboard of the SGX-ST, subject to the following conditions:
3. 1. the Company obtaining Shareholders' approval for the Proposed Placement;
   2. a written undertaking from the Company that it will comply with Rule 704(30) and Rule 1207(20) of the Listing Manual of the SGX-ST in relation to the use of the proceeds from the Proposed Placement and where proceeds are to be used for working capital purposes, the Company will disclose a breakdown with specific details on the use of proceeds for working capital in the Company's announcements on use of proceeds and in the annual report;
   3. a written undertaking from the Company that it will comply with Rule 803 of the Listing Manual of the SGX-ST; and
   4. a written confirmation from the Company that it will not issue the Subscription Shares to persons prohibited under Rule 812(1) of the Listing Manual unless specific Shareholder approval has been obtained.

The undertakings and confirmations requested in paragraphs 2(b), 2(c) and 2(d) above have been submitted to the SGX-ST.

Pursuant to the AIP, the Subscription Shares are required to be placed out within seven (7) market days from the date of the EGM.

The AIP is not to be taken as an indication of the merits of the Proposed Placement, the Subscription Shares, the Company and/or its subsidiaries.

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1. CIRCULAR TO SHAREHOLDERS
   The Company will be seeking Shareholders' approval for the Proposed Placement at the EGM and a circular to Shareholders containing more information on the Proposed Placement, together with the notice of EGM, will be issued by the Company to Shareholders in due course.
2. DIRECTORS' RESPONSIBILITY STATEMENT
   The Directors collectively and individually accept full responsibility for the accuracy of the information given in this announcement and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the Proposed Placement and the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this announcement misleading. Where information in this announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this announcement in its proper form and context.
3. CAUTIONARY STATEMENT
   Shareholders should note that the Proposed Placement remains subject to, among others, the fulfilment of the Conditions under the Subscription Agreement. There is no certainty or assurance that the Conditions for the Proposed Placement can be fulfilled or that the Proposed Placement will be undertaken at all. Shareholders, securityholders and investors are advised to read this announcement and any past and future announcements by the Company carefully when dealing with the Shares and securities of the Company. Shareholders, securityholders, and investors should consult their stockbrokers, bank managers, solicitors or other professional advisors if they have any doubt about the actions they should take or when dealing with their Shares or securities of the Company.

BY ORDER OF THE BOARD

Seah Kiin Peng

Executive Director and Chief Executive Officer

20 September 2021

Important Notice

Notification under Section 309B of the Securities and Futures Act, Chapter 289 of Singapore: The Subscription Shares are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 and "Excluded Investment Products" (as defined in MAS Notice SFA 04- N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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