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JK TECH HOLDINGS LIMITED

(Incorporated in the Republic of Singapore)
(Company Registration No. 200310813H)



PROPOSED PLACEMENT OF 150,000,000 ORDINARY SHARES
IN THE CAPITAL OF JK TECH HOLDINGS LIMITED



1. INTRODUCTION TO THE PROPOSED PLACEMENT

The Board of Directors (the Directors) of JK Tech Holdings Limited (the Company,
together with its subsidiaries, the Group) wishes to announce that, the Company has, on 11
July 2014, entered into an underwritten placement agreement (the Placement Agreement)
with DBS Bank Ltd. (DBS) and Maybank Kim Eng Securities Pte Ltd (MBKE, and together
with DBS, the Joint Placement Agents) pursuant to which the Company proposes to issue
up to 150,000,000 new ordinary shares in the capital of the Company (the Placement
Shares) at an issue price of S$0.40 per Placement Share (the Placement Price),
amounting to the aggregate amount of S$60 million (the Proposed Placement).

1.1. Shareholders Approval

The Company intends to convene an extraordinary general meeting (the EGM) to seek
approval of the Shareholders for the Proposed Placement.


2. INFORMATION ON THE PROPOSED PLACEMENT

2.1. Placement of Shares

Subject to the terms and conditions of the Placement Agreement, the Company agrees to
allot and issue, and the Joint Placement Agents severally agree (and neither jointly nor on a
joint and several basis) to use reasonable endeavors as agents for and on behalf of the
Company to procure subscribers for, or place out, or failing which, to subscribe for, such
proportions of the Placement Shares at the Placement Price for each Placement Share:

Number of Placement Shares
DBS 75,000,000
MBKE 75,000,000
Total: 150,000,000

The Placement Price of S$0.40 is at a discount of 41.4% to the volume weighted average
price (VWAP) of S$0.6821 of the Shares for trades done on the Singapore Exchange
Securities Trading Limited (SGX-ST) on 8

July 2014, being the last full market day on which
the Shares were traded prior to the date the Placement Agreement was signed.

2.2. Conditions Precedent

Completion of the Proposed Placement shall be conditional upon, inter alia:

(a) the submission of the additional listing confirmation by the Sponsor and the receipt of
the listing and quotation notice from the SGX-ST for the listing and quotation of the
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Placement Shares on the SGX-ST, and not having been revoked or amended and
where such approval is subject to conditions, such conditions being reasonably
acceptable to the Joint Placement Agents, and to the extent that any conditions to
such approval are required to be fulfilled on or before the date of completion of the
Proposed Placement, they are so fulfilled to the satisfaction of the SGX-ST or waived
by the SGX-ST;

(b) the issue and subscription of the Placement Shares not being prohibited by any
statute, order, rule or regulation promulgated after the date of the Placement
Agreement and remaining in force as at the appointed date for the completion of the
Proposed Placement by any legislative, executive or regulatory body or authority of
Singapore which is applicable to the Company;

(c) the Joint Placement Agents being reasonably satisfied that the Placement Shares will
be admitted to the Official List of the SGX-ST without undue delay after the date of
completion of the Proposed Placement;

(d) as of the date of completion of the Proposed Placement, the trading of the issued
Shares on the SGX-ST not being suspended by the SGX-ST (other than a
suspension on a temporary basis requested by the Company) and the issued Shares
not having been delisted from the SGX-ST;

(e) there having been, as at the date of completion of the Proposed Placement, no
occurrence of any event nor the discovery of any fact rendering untrue or incorrect in
any respect any of the representations, warranties and undertakings contained in the
Placement Agreement if they were repeated on and as of the date of completion of
the Proposed Placement; and

(f) where necessary, the Company having obtained specific approval from its
Shareholders for the issue and allotment of the Placement Shares at the EGM to be
convened.

If any of the conditions set out in the Placement Agreement are not satisfied on or before 31
October 2014, the obligations of the Joint Placement Agent and the Company under the
Placement Agreement shall ipso facto cease and determine thereafter and in that event the
Company and the Joint Placement Agents shall be released and discharged from their
respective obligations under the Placement Agreement without prejudice to antecedent
breach of any of the obligations and liabilities hereunder.

2.3. Placement Shares

Pursuant to the allotment and issue of the Placement Shares, the existing issued share
capital of the Company (excluding treasury shares) will increase from 140,889,065 Shares to
290,889,065 Shares. The Placement Shares represents approximately 106.5% and 51.6% of
the existing and enlarged issued share capital (excluding treasury shares) of the Company
respectively.

The Placement Shares shall be sold free from any and all mortgages, charges, claims,
securities, pledges, liens, equities, encumbrances or any other interests whatsoever and shall
rank in all respects pari passu with the Shares existing at the date of the issue of the
Placement Shares, save that they shall not rank for any entitlements, distributions, dividends
or rights (if any), the record date in respect of which falls prior to the date of issue of the
Placement Shares.

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The Placement Shares will not be placed to any of the persons set out as restricted persons
under Rule 812(1) of the SGX-ST Manual Section B: Rules of Catalist.

The Company will be obtaining Shareholders approval for the Proposed Placement. Please
refer to section 5 of this announcement for more information.


3. RATIONALE OF THE PROPOSED PLACEMENT AND USE OF PROCEEDS

The Company had obtained the approval of shareholders of the Company (Shareholders)
at the extraordinary general meeting held on 22 May 2014 for the proposed diversification of
the Company into the new business of exploration, exploitation and production of oil and gas
(the New Business)

On 11 July 2014, the Company announced that it had entered into a sale and purchase
agreement to acquire the entire issued and paid up share capital of Caracol Petroleum, LLC
(the Proposed Acquisition).

The Company is undertaking the Proposed Placement primarily to meet the Companys
funding needs for the Proposed Acquisition and future projects in the New Business. The net
cash proceeds from the Proposed Placement (after deducting expenses relating to the
Proposed Placements) will be approximately S$59.0 million (the Proceeds), and will be
used by the Company in the following estimated proportions:

Use of Proceeds

Percentage Allocation
Proposed Acquisition

50% to 90%
Funding of the New Business

0% to 40%
General working capital of the Group

0% to 10%

Pending the deployment for the uses identified above, the Proceeds may be deposited with
banks and/or financial institutions or invested in money market instruments and/or marketable
securities, or used for any other purpose on a short-term basis, as the Directors may in their
absolute discretion deem fit.

The Company will make periodic announcements on the use of the Proceeds as and when
the Proceeds are materially disbursed, and provide a status report on the use of the Proceeds
in the Companys annual report. The Company will disclose a breakdown with specific details
on the use of Proceeds for working capital in such announcements and annual reports. Where
there is any material deviation from the stated use of Proceeds, the Company will announce
the reasons for such deviation.

The Directors are of the opinion that after taking into consideration the present banking
facilities, the working capital available to the Group is sufficient to meet its present
requirements. The reason for the Proposed Placement is to provide the Company with funds
for the Proposed Acquisition and further strengthen the financial position of the Group.


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4. FINANCIAL EFFECTS FOR THE PROPOSED PLACEMENT

The proforma financial effects are presented for illustration purposes only and are not
intended to reflect the actual future financial situation of the Company after the completion of
the Proposed Placement. Such proforma financial effects have been computed based on the
audited consolidated financial statements of the Group for the financial year ended 31 March
2014 (FY2014) and after taking into account the issuance of 74.96 million Shares since 31
March 2014.

4.1. Net Tangible Assets

Assuming that the Proposed Placement had been completed on 31 March 2014, the effect on
the net tangible asset (NTA) per Share (as defined below) as at 31 March 2014 will be as
follows:

Before the Proposed
Placement
After the Proposed
Placement

NTA attributable to Shareholders of the
Company (S$000)

14,420 73,420
Number of Shares (000)

140,889 290,889
NTA per Share attributable to Shareholders
of the Company (cents)
10.24 25.24

4.2. Earnings per Share

Assuming that the Proposed Placement had been completed on 1 April 2013, the effect on
the earnings per Share (EPS) for FY2014 will be as follows:

Before the Proposed
Placement
After the Proposed
Placement

Net profit after tax attributable to
Shareholders of the Company (S$000)

1,147 1,147
Weighted average number of Shares (000)

140,889 290,889
EPS (cents)

0.81 0.39


5. OTHER INFORMATION

5.1. Shareholders Approval for the Proposed Placement

The Placement Shares exceed the number of ordinary shares in the capital of the Company
(Shares) that can be placed out under the general mandate of the Company to allot and
issue Shares obtained by the Company from the Shareholders at the annual general meeting
of the Company held on 24 July 2013. In addition, the Placement Price is more than 10%
discount to the VWAP for trades done on the SGX-ST for the full market day on which the
Placement Agreement is signed. As such, the Company intends to convene the EGM to seek
approval of the Shareholders for the Proposed Placement.
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5.2. Application to the Sponsor

The Company will be making an application through its sponsor, PrimePartners Corporate
Finance Pte. Ltd. (the Sponsor) to the SGX-ST for the listing of and quotation for the
Placement Shares on the Catalist board of the SGX-ST.

5.3. Irrevocable Undertakings

Mr. Ang Yew Jin Eugene, the Director and controlling shareholder of the Company, and Ezion
Holdings Limited, the controlling shareholder of the Company, will undertake to vote in favour
of the Proposed Placement at the EGM. As at the date of this announcement, Mr. Ang Yew
Jin Eugene and Ezion Holdings Limited have a total interest of approximately 67.87% in the
Shares.


6. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the Placement Agreement are available for inspection during normal business
hours at the Companys registered office at 61 Kaki Bukit Avenue 1, #02-13 Shun Li Industrial
Park, Singapore 417943 for a period of three (3) months from the date of this announcement.


7. FURTHER INFORMATION AND ACTION BY SHAREHOLDERS

A circular containing information in connection with the Proposed Placement will be
despatched to the Shareholders in due course. The Company will make further
announcements relating to the Proposed Placement as and when necessary. As there is no
assurance that the aforementioned transactions will be completed, Shareholders are advised
to refrain from taking any action which may be prejudicial to their interests before seeking
advice from their stockbrokers, bank managers, solicitors, accountants or other professional
advisers (as appropriate).

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy,
any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which
such offer, solicitation or sale would be unlawful.


8. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

The interests of the Directors and substantial shareholders in the Shares, based on the
registers of Directors interests in Shares and Substantial Shareholders interests in Shares,
respectively, before and after the Completion of the Proposed Placement are as follows:
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Existing Share Capital After Proposed Placement
Number of Shares %
(1)
Number of Shares %
(2)

Directors
Ang Yew Jin Eugene 53,617,539 38.06 53,617,539 18.43
Yong Boon Chuan Leslie - - - -
Lim Yeok Hua - - - -
Lee Sek Leong Christopher - - - -
Tan Ser Ko - - - -

Ravinder Singh Grewal s/o
Sarbjit Singh - - - -
Substantial Shareholders
(other than Directors)
Ezion Holdings Limited
(3)
42,000,000 29.81 42,000,000 14.44
Ang Ai Nyuet

14,500,000

10.29

14,500,000 4.98
SF Ventures
(3)
13,000,000 9.23 13,000,000 4.47




Notes:

(1) Based on the current share capital of 140,889,065 Shares (excluding treasury shares) as at the
date of this announcement.

(2) Based on the enlarged share capital of 290,889,065 Shares (excluding treasury shares) after the
completion of the Proposed Placement.

(3) As at the date of this announcement, Ezion Holdings Limited and SF Ventures hold 260,000,000
and 65,000,000 options, respectively, convertible into 260,000,000 and 65,000,000 Shares,
respectively.

None of the Directors or substantial shareholders of the Company has any interest, directly or
indirectly, in the Proposed Placement, other than in their respective capacity as Directors or
Shareholders of the Company.



BY ORDER OF THE BOARD
JK Tech Holdings Limited

Ang Yew Jin Eugene
Managing Director
11 July 2014

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This announcement has been prepared by the Company and its contents have been reviewed by the
Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the Sponsor), for compliance with
the relevant rules of the Singapore Exchange Securities Trading Limited (the SGX-ST). The
Sponsor has not independently verified the contents of this announcement.

This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes
no responsibility for the contents of this announcement, including the correctness of any of the
statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Mr. Mark Liew, Managing Director, Corporate Finance, at 20
Cecil Street, #21-02 Equity Plaza, Singapore 049705, telephone (65) 6229 8088.