Reference is made to the Company's announcement dated 10 August 2026 in relation to the above material litigation ("Earlier Announcement"). Unless otherwise stated, all definitions and terms used herein shall have the same meanings as those defined in the Earlier Announcement.
Further to the request from Bursa Malaysia Securities Berhad, the Board of Directors of the Company wishes to provide the following additional information:
1. Background of the Loan Agreement dated 24 March 2025
On 24 March 2025, the Company, as borrower, entered into a loan agreement ("Loan Agreement") with Bluemount Investment Fund SPC - Global Strategy Fund SP ("Bluemount" or "Lender"). The principal amount stated in the Loan Agreement is United States Dollars Four Million Six Hundred Thousand (USD4,600,000).
The First Schedule to the Loan Agreement provides for a loan tenure of thirty-six (36) months and an interest rate of twelve per cent (12%) per annum. The interest repayment is stated to be made one (1) year from the drawdown date.
The Loan Agreement also provides, among other matters, that the Lender may convert the loan amount into ordinary shares of the Company at a mutually agreed conversion rate, or request repayment of the loan within the maturity date stated in the First Schedule, subject to the terms of the Loan Agreement. The Loan Agreement further contains provisions relating to events of default, including non-payment when due and breach or non-compliance with the terms of the Loan Agreement, upon which the Lender may demand immediate repayment.
2. Purpose for which the loan was obtained
Pursuant to the annex to the Loan Agreement on the purpose of loan and profit-sharing terms, the loan was intended primarily for a pre-initial public offering (pre-IPO) investment in AMES Hotel, or for such other strategic investments as may be agreed in writing by the parties. The annex further provides that any use of the loan for other purposes would require the prior written consent of the Lender.
3. Repayment status of the loan and alleged default / breach
As disclosed in the Earlier Announcement, the monetary sum stated in the Writ of Summons is up to USD5,152,000 as at 2 April 2026, being the principal sum of USD4,600,000 together with accrued interest of USD552,000, excluding any further interest and legal costs.
The contractual tenure stated in the First Schedule is thirty-six (36) months. However, the Loan Agreement permits the Lender to demand immediate repayment upon the occurrence of an Event of Default. As no Statement of Claim accompanied the Writ of Summons when it was served on the Company, the precise factual and legal basis of Bluemount's allegations, including the alleged default in repayment and/or other alleged breaches of the Loan Agreement, has not yet been particularised to the Company.
The Company is reviewing the repayment position and the allegations with its legal advisers. At this stage, the Company does not admit that any Event of Default or breach of the Loan Agreement has occurred, and no liability has been determined by the Court. The Company will update Bursa Malaysia Securities Berhad upon any material development in the Suit.
4. Regulatory investigation
As at the date of this announcement, the Company is not aware of any regulatory investigation arising from, or in connection with, the alleged breach of the Loan Agreement. The matter presently known to the Company concerns the civil proceedings commenced by Bluemount. The Company will make the necessary announcement should it become aware of any regulatory investigation or other material development relating to the matter.
5. Further announcements
The Company will make further announcements as and when there are material developments in relation to the Suit, in accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
This announcement is dated 12 August 2026.