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Date/Time
20 Oct 2021 17:05:00
Headline
Clarification of capital increase information Private Placement requested by SET
Symbol
MORE
Source
MORE
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                SET requests to clarify news or information


Subject                                  : Clarification of news or information 
requested by SET
Description                              :
Subject        : Clarification of capital increase information Private Placement 
requested by SET
Attention   :  Directors and Managers
                  The Stock Exchange of Thailand

According to More Return Public Company Limited has notified the resolution of 
the Board of Directors. (Book No. CS0011/2564 dated September 13, 2021, which
was disseminated through the SET's information dissemination system on September
13, 15 and 16, 2021) regarding the issuance and allocation of new shares to May
plus 2005 Company Limited. 2,000 million shares, the offering price of 1.50
baht per share, total value not exceeding 3,000 million baht as compensation for
the purchase of goods, which is 100,000 tons of pyrolusite, at a price of
30,000 baht per ton, totaling 3,000 million baht, which the company will seek
approval from the Extraordinary General Meeting of shareholders. On November 26,
 2021, details appeared in the documents referred to.
Since the transaction size is significant, therefore, to provide investors with 
information for making investment decisions in the Company's securities
Therefore asked the Company to clarify additional information as follows:
1. The Company's operations regarding the payment of capital increase shares 
with pyrolusites to comply with the law. For example, in registering a change in
the company's paid-up capital Does the company prepare any documents or
evidence showing that the company is the owner of the title? Documents showing
details and value of assets to be invested, etc.
The Company clarified as follows: The Company will allocate the newly issued 
ordinary shares, either one time or several times, in the amount not exceeding
2,000,000,000. Shares (two billion shares) with a par value of 0.05 baht per
share for offering to a specific person (Private Placement) amounting to 1
person, namely May Plus 2005 Company Limited ("Investor"), offering price 1.50
baht per share. The total value is not more than 3,000,000,000 baht (three
billion baht) as compensation for the acquisition of pyrolusite for which the
investor has paid full mineral royalties in accordance with the Minerals Act
B.E. 2560 (and its amendments) (as evidenced in the Copy of mineral royalty
receipt Department of Primary Industries and Mines Ministry of Industry (Form
Phor. 401), together with the mineral that has carried the mineral and delivered
the mineral to the ownership and already in the possession of the company.
(According to the evidence shown in the copy of the mineral transport license
(Mineral Form 5) and signed by the Company (Buyer)) the total amount of 100,000
tons, valued at 30,000 baht per ton (which is the agreed price. between the
company and the investors Based on the price of commonly traded pyrolusites both
domestically and internationally between the price range of 50,000 - 300,000
baht per ton), representing the total value. 3,000,000,000 baht (three billion
baht) (hereinafter referred to as "Pyrolusite Minerals") instead of cash
payments. In other words, investors will pay for the newly issued ordinary
shares of the Company with pyrolusites instead of cash (Payment in Kind). The
Company will issue and allocate the newly issued ordinary shares to investors
according to the volume and value of the mineral. Each pyrolusite delivered to
the company (The value of pyrolusites ore is set at 30,000 baht per ton). In
addition, each delivery of pyrolusites to the company must be at least 1,000
tons per time. Within a period of 1 year, the seller must transfer the ownership
 of 100,000 tons of ore as specified in the purchase agreement as follows:
"The purchaser wishes to purchase 100,000 tons of ore traded at a value of 
30,000 baht per ton at a total price of not more than [3,000,000,000 Baht (Three
Billion Baht)] ("Purchase Price"), whereby the parties agree that the Buyer
shall pay such purchase price by issuing newly issued ordinary shares of the
Buyer to the Seller. The total amount does not exceed [2,000,000,000 shares (two
billion shares)] with a par value of 0.05 baht (five satang) per share at an
offering price of 1.50 baht per share, equivalent to 3,000,000,000 baht"
If the contracting party did not comply with the conditions specified in the 
purchase agreement It will be considered a breach of contract, which the company
 can sue for damages according to the general principles.
Ministry of Commerce The company will submit evidence of registration showing 
the payment of newly issued shares in pyrolusites as follows:
    (1) Copy of the mineral purchase agreement
    (2) A copy of the receipt of mineral royalties. Department of Primary 
Industries and Mines Ministry of Industry, Volume No. (Por. 501) (which will
show evidence of the quantity of minerals traded and which will be delivered to
the whole company).
    (3) A copy of the Mineral Transport License (Mineral Form 5) signed by the 
Company (Buyer)  (which will show evidence of the total quantity of minerals
purchased, transported, and delivered to the Company. )
2.The Company will allocate PP shares within 3 months from the date of approval 
from the shareholders' meeting or within 12 months from the date on which the
shareholders' meeting resolves to approve the offering of shares. While the
purchase of pyrolusites is a value to support the needs of the Company's
customers within 2 years, I would like to know the opinion of the Board of
Directors regarding the reasonableness of such period.
The Company clarified as follows:  Issuance of newly issued ordinary shares In 
exchange for the 100,000 tons of pyrolusite ore, the Board of Directors
considered the current and future action plans for both the Company and the
Company. and subsidiary Because throughout the past period, the management team
has tried to test the efficiency to offer pyrolusite to water supply plants,
water purification plants, wastewater treatment ponds. by government and private
agencies Shrimp farming industry or other industry groups by community who face
problems with water quality and need clean water to be used in production to
reduce raw water costs Including the proposal of a water treatment system
project for factories in industrial estates which according to the water supply
plant group or the industrial factory group There must be a lot of pyrolusite,
which is the main raw material. For example, pyrolusite was tested at a regional
water supply plant at Bang Khla, Chachoengsao Province. The company sent 200
tons of pyrolusite to be tested, which is a small water supply plant with
production capacity. Only 10,000 queue per day only
Moreover, at present, Pluak Daeng Water Company Limited (a subsidiary) has 
implemented a water management project. water supply project in Pluak Daeng
District, Rayong Province, and in the future, the Company has plans to invest in
various locations about the implementation of the water supply project and the
implementation of wastewater treatment projects as a result, the Company has a
high demand for Pyrolusite in each project at the same time. The Board of
Directors is of the opinion that the issuance of newly issued ordinary shares in
exchange for 100,000 tons of pyrolusites is justifiable for the period that the
 Company is committed to conducting a comprehensive public utility business.
3. Summary of the Pyrolusites Sale and Purchase Agreement Mineral delivery 
conditions Compensation for damages if the Company does not receive pyrolusites
within the specified period. and other important agreements with may plus 2005
Co., Ltd. (if any)
The Company clarified as follows: More Return Public Company Limited ("Buyer") 
intends to purchase 100,000 tons of Pyrolusite ("Trading Minerals") at a value
of Baht 30,000 per ton (Thirty thousand baht) in the total price of not more
than Baht 3,000,000,000 (Three Billion Baht) ("Trading Price"), whereby the
parties to the contract, May plus 2005 Company Limited ("Seller") agrees that
the Buyer shall pay such purchase price by issuing newly issued ordinary shares
of the Buyer Company. to the seller the total amount does not exceed
2,000,000,000 shares (two billion shares) with a par value of 0.05 baht (five
satang) per share at an offering price of 1.50 baht (one baht fifty satang)
3,000,000,000 baht (three billion baht) under the following price calculation
conditions
    (1) Initially, if the seller has transferred the ownership of the traded 
minerals to the buyer in total of 100,000 tons within 3 months from the date
that the buyer's shareholders' meeting approves the offering of shares for the
purchase of the purchase price, as follows: Agreed to adhere to the share price
used to pay the price of the trading mineral as the price of 1.50 baht per
share.
    (2) but if the seller transfers the ownership of the trading mineral to the 
buyer in whole or in part after 3 months but not later than 1 year from the date
that the purchaser's shareholder meeting approves the offering of shares for
payment Trading as follows: The parties agree that the traded minerals which
have been transferred during the period Must calculate the share price that will
be used to pay the price of minerals traded according to the market price.
During the offering period according to the rules of the Capital Market
Supervisory Board Notification No. TorJor. 72/2558 Re: Permission for Listed
Companies to Offer Newly Issued Shares to Private Placement dated October 28,
2015 (and which has amended)
    In this regard, the purchaser will proceed to transfer the shares to pay the 
price of the trading mineral. according to the number of shares calculated under
paragraph one (1) or (2) above, by paying in proportion to the traded minerals
that the seller has transferred ownership to the buyer each time, at least 1,000
tons, which within the period For a period of 1 year, the seller must transfer
the ownership of the trading ore until the completion of 100,000 tons as
stipulated in the purchase agreement as follows:

"The purchaser wishes to purchase 100,000 tons of ore traded at a value of 
30,000 baht per ton at a total price of not more than [3,000,000,000 Baht (Three
Billion Baht)] ("Purchase Price"), whereby the parties agree that the Buyer
shall pay such purchase price by issuing newly issued ordinary shares of the
Buyer to the Seller. The total amount does not exceed [2,000,000,000 shares (two
billion shares)] with a par value of 0.05 baht (five satang) per share at an
offering price of 1.50 baht per share, equivalent to 3,000,000,000 baht"
    In the event that either party does not comply with the requirements specified 
in the purchase agreement It will be deemed that such parties have breached the
contract. And the parties that do not breach the contract can sue and have the
right to claim damages from the parties who do not breach the contract.
    If the seller transfers the ownership of 100,000 tons of minerals as specified 
in this contract, but it appears that after calculating the payment according to
the method specified in (2), there are still shares of capital increase that
have not been transferred to the seller. As stated in this contract as follows,
the parties agree to be deemed that the counterparty has completed the repayment
of the debt under this contract. and allow the buyer to proceed with the
reduction of the buyer's company's registered capital This is because the
company will proceed to issue new ordinary shares to the amount that has already
received the delivery of minerals only therefore did not specify the conditions
for payment of damages due to the fact that Pyrolusite was not delivered within
 the specified period.

4. What measures does the company have to prevent risks in the event of not 
receiving pyrolusites? and the opinion of the Board on the adequacy of such
hedging measures.
The Company clarified as follows: The Company has measures to prevent risks if 
Pyrolusite is not delivered, that is, in the Pyrolusite purchase agreement
between More Return Public Company Limited ("Buyer) and May Plus 2005 Ltd.
("Seller") is clearly stated. Regarding the delivery of pyrolusite ore that the
Company will allocate the newly issued ordinary shares to the amount of
pyrolusite that the company has received only as follows:
"The purchaser will proceed to transfer the shares to pay the price of the 
trading mineral. according to the number of shares calculated under paragraph
one (1) or (2) above, by paying in proportion to the amount of minerals traded
in which the seller has transferred ownership to the buyer each time, at least
1,000 tons."
The Board of Directors has considered that More Return Public Company Limited 
will allocate the newly issued ordinary shares to May plus 2005 Company Limited
according to the amount of Pyrolusite that May Plus 2005 Co., Ltd. delivered to
the company It is reasonable and sufficient to prevent such risks.


                         Signature ___________________________
                                    ( Mr. Sirisak Piyathassrikul )
                                    Director
                         Authorized to sign on behalf of the company

______________________________________________________________________
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