News

Signing Of Memorandum Of Understanding

The Board of Directors of ASL Marine Holdings Ltd ("ASL Marine") is pleased to announce that it has, together with its 50% owned associated company, ASL Energy Pte Ltd ("ASL Energy"), today signed a Memorandum of Understanding (the "Memorandum") with Oriental Minerals Corporation (the "Vendor") and Manhattan Investments Pte Ltd ("Manhattan Investments") relating to the proposed acquisition (the "Acquisition") of up to 100% of the entire issued share capital of Pan Assets International Limited ("Pan Assets") by ASL Energy.

PT. Fajar Sakti Prima is the holder of a mining concession (the "Concession") located at Tabang, East Kalimantan, Indonesia that was granted by the Indonesian government. PT. Fajar Sakti Prima has assigned the exclusive rights to conduct mining operations in and marketing of coal for the Concession to PT. Indonesia Pratamacoal. The rights to conduct mining operation in and marketing of coal for the Concession is to be acquired by Pan Assets, which is currently being incorporated, from PT. Indonesia Pratamacoal. The Vendor will be the full beneficial owner of Pan Assets.

As mentioned in the announcement of 26 December 2003, the Directors believe that it would be prudent for ASL Energy to secure strategic stakes in the supply chain for coal which it currently has no control over. This is in order to ensure minimum utilisation of the proposed 40 tugs and 40 barges to be deployed by ASL Energy. Accordingly, the Directors believe that it would be advantageous for ASL Energy to acquire an interest in the exclusive rights to conduct mining operations in and marketing of coal for the Concession, through the acquisition of an interest in Pan Assets.

Under the Memorandum:

a. the valuation for Pan Assets and its assets (both tangible and intangible) is estimated to be S$40,000,000.00, upon acquisition of all rights in the mining and marketing of coal of the Concession.

b. the consideration payable to the Vendor for the acquisition of 50% of the entire issued share capital of Pan Assets by ASL Energy shall be provided by ASL Marine, a shareholder of ASL Energy, as follows:-

i. consideration in respect of the first 25.1% of the entire issued share capital of Pan Assets shall be satisfied through issuance of 20,080,000 new ASL Marine shares based on S$0.50 per ASL Marine share; and

ii. consideration in respect of the next 24.9% of entire issued share capital of Pan Assets shall be satisfied through issuance of new ASL Marine shares based on 10% discount from the prevailing market price.

c. the consideration payable to the Vendor for the acquisition of the balance 50% of the entire issued share capital of Pan Assets by ASL Energy shall be provided by Manhattan investments, a shareholder of ASL Energy, by way of an injection of cash or in kind at the appropriate juncture.

d. Pan Assets will subcontract the mining and marketing of coal of the Concession till 30 June 2009. During this period the Vendor shall ensure that Pan Assets will receive the following:

Period Payment
30 April 2004 to 30 June 2004 US$300,000.00
1 July 2004 to 31 December 2004 US$900,000.00
1 January 2005 to 30 June 2005 US$1,200,000.00

1 July 2005 to 31 December 2005 US$1,500,000.00
1 January 2006 to 30 June 2006 US$1,500,000.00
1 July 2006 to 31 December 2006 US$1,800,000.00
1 January 2007 to 30 June 2007 US$1,800,000.00

1 July 2007 to 31 December 2007 US$1,800,000.00
1 January 2008 to 30 June 2008 US$1,800,000.00
1 July 2008 to 31 December 2008 US$1,800,000.00
1 January 2009 to 30 June 2009 US$1,800,000.00

Upon the signing of this Memorandum of Understanding, ASL Marine and ASL Energy shall commence due diligence. The Vendor and ASL Energy intend to sign and complete a formal sale and purchase agreement by 30 April 2004. Further announcement will be made as and when the parties enter into any definitive agreement which may be material. The Memorandum will lapse by 30 June 2004, unless extended by all parties in writing.

None of the Directors of ASL Marine has any interest, direct or indirect, in the above matter except in so far that they have an interest in the shares of ASL Marine. As far as the Directors are aware, no substantial shareholder of ASL Marine has an interest, direct or indirect, in the above matter and the Directors have not received any notification of any interest in the above matter from any substantial shareholders.

BY ORDER OF THE BOARD


Ang Kok Tian
Managing Director

09 January 2004