The CIG board approved the purchase of ordinary shares in OW from Mr. Alex Loo Liat Wah at a purchase price of 180 baht per share, totaling 435 million baht, representing 24.17% of OW’s total issued and paid-up shares. The size of this asset acquisition transaction is up to 49.99% based on the total value of consideration. OW was established on 15 January 2025 for operating a gold mining business and obtained management and development rights for a mining project in Canada. 

Additionally, the board approved the issuance and offering of newly issued shares with a specified purpose at a par value of 0.50 baht per share and an offering price of 0.10 baht per share to existing shareholders in proportion to their holdings (RO), with a total value not exceeding 311,381,474.90 baht, and to a private placement investor Mr. Alex Loo Liat Wah  (the seller of OW), with a total value not exceeding 125 million baht. The proceeds from this capital increase will be used as consideration for the purchase of OW shares, subject to the following conditions: (1) CIG must receive no less than 310 million baht from the RO; (2) Legal due diligence related to the OW investment transaction must be completed before the extraordinary shareholders’ meeting scheduled for 22 September 2025, without any material adverse impact on the transaction; and (3) After the PP share offering, Mr. Alex Loo Liat Wah and his related persons under Section 258* must not collectively hold the largest shareholding in CIG. Otherwise, the PP share offering will be cancelled.

According to information disclosed by CIG via the SETLink disclosure system regarding the resolutions of the Board Meeting No. 7/2025, which included approval of the OW share acquisition and the issuance and offering of newly issued shares to RO and PP on 19 August 2025, and subsequent amendments on 26 and 27 August 2025, the SEC has determined that there is still ambiguity and a lack of essential information, particularly concerning the data and rationale CIG used to consider investing in OW; the sources, appropriateness, and reasonableness of the assumptions used for OW’s share price and swap ratio; the reason for not seeking shareholder approval for the OW asset acquisition transaction (which is the largest transaction at 49.99%) together with the RO and PP capital increases; the criteria for selecting PP investor Mr. Alex Loo Liat Wah; the benefits CIG would receive from the PP share offering to such person; and the names and opinions of individual CIG directors who approved or disapproved of the transactions. These details are material and may affect the rights and benefits of shareholders or investment decisions.

Therefore, by virtue of Section 58(1) of the Securities and Exchange Act B.E. 2535 (1992), the SEC has ordered CIG to provide additional information regarding its consideration of investing in OW, as well as the aforementioned RO and PP capital increases, to the SEC by 4 September 2025, and disclose such information to the public via the SETLink system.

Remark:

* Referring to persons related or connected as defined in Section 258 of the Securities and Exchange Act B.E. 2535 (1992).