General Announcement::ENTRY INTO MASTER RESTRUCTURING AGREEMENT AND CONVERTIBLE LOAN AGREEMENT

LIBRA GROUP LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No.: 201022364R)

ENTRY INTO MASTER RESTRUCTURING AGREEMENT AND CONVERTIBLE LOAN

AGREEMENT IN RELATION TO THE PROPOSED INVESTMENT BY

TIANCI INTERNATIONAL PTE LTD

1. INTRODUCTION

1. The board of directors ("Directors") of Libra Group Limited ("Company") refers to the announcement by the Company on 8 September 2021 in relation to the proposed investment by Tianci International Pte Ltd in connection with the financial restructuring of the Company, to be pursued by way of a scheme of arrangement ("Scheme") under section 210 of the Companies Act (Cap. 50) ("Companies Act"). The Company wishes to announce that the Company has on 25 October 2021 entered into a master restructuring agreement ("Master Restructuring Agreement") and a convertible loan agreement ("Convertible Loan Agreement") with Tianci International Pte. Ltd. ("Investor", and together with the Company,
   "Parties").
2. The Master Restructuring Agreement sets out the terms for the proposed investment by the Investor in the Company ("Investment") of an aggregate sum of S$2,000,000 ("Subscription Consideration") by way of the subscription of new ordinary shares in the capital of the Company ("Investment Shares") at an issue price to be determined between the Parties (the "Shares Issue Price"). The Circular (as defined below) which will be despatched to Shareholders in due course will set out further information in relation to the Shares Issue Price. The Master Restructuring Agreement also sets out the principal terms of the Scheme and the temporary financing through the Convertible Loan Agreement ("Temporary Financing") agreed between the Parties.
3. The Master Restructuring Agreement, if successfully implemented, seeks to provide recovery to the Company's creditors ("Creditors") and to discharge and settle the Company's restructuring expenses. As part of implementing the Master Restructuring Agreement, the Company will submit an application to the SGX-ST for the resumption of trading of the Company's Shares. The Company will make further announcement(s) to update Shareholders as and when there are material updates on the application to the SGX-ST for the resumption of trading of the Company's Shares.
4. Information on the Investor has been disclosed in the Company's announcement dated 8
   September 2021 and the Company's responses to queries raised the SGX-ST as announced on 13 September 2021.

2. SALIENT TERMS OF THE MASTER RESTRUCTURING AGREEMENT

2.1. The Investment

The number of Investment Shares to be allotted and issued to the Investor, or a party nominated by the Investor, will be determined and agreed by the Parties at a later stage after the Parties have determined the Shares Issue Price. The Investment Shares, when allotted and issued, is envisaged to be not less than 70% of the enlarged issue share capital of the Company and will result in a transfer of controlling interest in the Company to the Investor. The Circular (as defined below) which will be despatched to Shareholders in due course will set out further information in relation to these figures.

The Investment Shares, when allotted and issued, are duly authorised, validly issued and credited as fully paid-up and free from encumbrances, listed and tradable on the SGX-ST and rank pari passu with all other existing Shares of the Company, save that they will not rank for

any dividends, rights, allotments, distributions or entitlements, the record date for which falls before the date of issue of such Investment Shares.

The Investment will be undertaken in connection with the proposed issuance and allotment of Advisor Shares, Employee Shares and Incentive Shares, further details of which are set out in paragraph 3.1 of this announcement (the Investment Shares, Advisor Shares, Employee Shares and Incentive Shares shall collectively be referred to as the "New Shares").

For illustrative purposes, assuming the New Shares are issued and allotted pursuant to the Master Restructuring Agreement, the resulting share capital of the Company will be held as follows:

Shareholder	Percentage Shareholding in the Company
Investor	70%
Advisors (as defined below)	12%
Employees (as defined below)	5%
Scheme Creditors (as defined below)	5%
Existing Shareholders	8%

Pursuant to the Master Restructuring Agreement (i) the number of Shares issued to the Investor may amount to more than 70% of the enlarged issue share capital of the Company; and (ii) the number of Shares issued to the Advisors, Employees and Scheme Creditors may be less than figures set out in the table above.

There is no certainty or assurance as at the date of this announcement that the New Shares will be issued and allotted pursuant to the indicative table above. The Circular (as defined below) which will be despatched to Shareholders in due course will set out further information in relation to the number of New Shares that will be issued and allotted pursuant to the Master Restructuring Agreement.

2.2. The Convertible Loan

The Temporary Financing is provided to the Company pursuant to the Master Restructuring Agreement, and is in accordance with and subject to the terms and conditions therein and in the Convertible Loan Agreement ("Convertible Loan"). The aggregate principal value of the Convertible Loan is S$300,000, which may be increased subject to agreement between the Investor and the Company, and will be convertible to new ordinary shares in the capital of the Company at the Shares Issue Price ("Conversion Shares").

Salient terms of the Convertible Loan

1. Principal Sum of the Convertible Loan: Up to S$300,000.
2. Interest: The Convertible Loan is interest-free.
3. Use of Proceeds from the Convertible Loan: The proceeds from the Convertible Loan shall be used by the Company for the settlement of any and all costs and expenses that are incurred in connection with the implementation of the Investment.
4. Maturity Date: The Company shall repay the amount owing under the Convertible Loan by the completion date of the Investment ("Completion Date") through the Subscription Consideration in the event the Investment and the Scheme are successfully implemented in accordance with the terms and conditions of the Master Restructuring Agreement. If the Company does not have sufficient funds remaining from the Subscription Consideration to repay the Convertible Loan in full, the remaining outstanding amount ("Outstanding Amount") shall, subject to the approval of Shareholders to be obtained at the EGM, be repaid by the allotment and issuance of Conversion Shares in accordance with the terms and conditions of the Convertible Loan Agreement.

1. Conversion Price: The issue price of each Conversion Share to be issued upon conversion of the Convertible Loan shall be the Shares Issue Price. The Circular (as defined below) which will be despatched to Shareholders in due course will set out further information in relation to the Shares Issue Price.
2. Conversion: Subject to the provisions of the Convertible Loan Agreement, the Companies Act (Cap. 50), the Catalist Rules and any rules, regulations, practice directions or guidelines of the CDP, the Investor may, in its sole and absolute discretion, convert the Convertible Loan into Conversion Shares at the Shares Issue Price on the at any time, but in any event by the the date falling 36 months after the listing and quotation of the New Shares on the SGX-ST or such other date as may be agreed between the Parties, provided always that such date is prior to the date falling 60 months from the date of the Convertible Loan Agreement, whereupon, the Company shall capitalise the Outstanding Amount and allot and issue the Conversion Shares to the Investor or its nominee.
3. Status of Conversion Shares: The Conversion Shares, when allotted and issued, are duly authorised, validly issued and credited as fully paid-up and free from encumbrances, listed and tradable on the SGX-ST and rank pari passu with all other existing Shares of the Company, save that they will not rank for any dividends, rights, allotments, distributions or entitlements, the record date for which falls before the date of issue of such Conversion Shares.
4. Waiver of Convertible Loan: The Company shall not be required to repay the drawn
   down portion of the Convertible Loan if any of the following occurs: (a) the Investment is not completed; (b) the Master Restructuring Agreement is terminated pursuant to a terminating event set out in the Master Restructuring Agreement; or (c) the Scheme is not successfully implemented. The Investor agrees that in such circumstances, the
   Investor will irrevocably waive, release and discharge the Company's obligations under the Convertible Loan (including the obligation to repay the Convertible Loan), and such obligations shall be deemed irrevocably waived, released and discharged.
5. Event of Default: Pursuant to the Convertible Loan Agreement, the Investor may cancel the Convertible Loan and/or declare all or part of any amounts outstanding under the Convertible Loan Agreement be immediately due and payable if: (a) the Company does not comply with any provision of the Convertible Loan Agreement, save that no event of default will occur if the failure to comply is capable of remedy and is remedied within 10 business days of the Investor giving notice to the Company; (b) any representation or warranty made by the Company in or pursuant to the Convertible Loan Agreement is or proves to have been incorrect in any material respect or becomes incorrect in any material respect at any time with reference to the facts and circumstances then subsisting; or (c) it is or becomes unlawful for the Company to perform any of its obligations under the Convertible Loan Agreement.

2.3. The Scheme

The Company shall propose the Scheme on the following terms:

1. an amount of S$1,000,000 to be paid to any person, other than any person who has or who purports to have a claim against the Company that is expressly excluded from the Scheme, who has or who purports to have a claim against the Company arising out of or having its origin in any matter occurring on or prior to 31 July 2021 ("Cut-OffDate") or arising out of any transaction, act or omission of the Company or any person on or before such date whether the claim be present, future or contingent or whether liquidated or sounding only in damages and whether in contract or in tort howsoever arising ("Scheme Creditor"); and
2. the total amount for which the Company is adjudicated to be liable or indebted to any Scheme Creditor under the Scheme whose debts are accorded priority to all other

unsecured debts of the Company under section 203(1)(d) to 203(1)(h) of the IRDA ("Preferential Creditors") shall be paid in full, subject to the maximum amount as prescribed under section 203(2) of the IRDA read with order 2 of the Insolvency, Restructuring and Dissolution (Maximum Amount Payable in Priority) Order 2020.

Details of the Scheme to be proposed by the Company to its Scheme Creditors will be announced upon its finalisation.

3. FURTHER INFORMATION IN RELATION TO THE MASTER RESTRUCTURING AGREEMENT

3.1. Advisor Shares, Employee Shares and Incentive Shares:Under the terms of the Master Restructuring Agreement, on the Completion Date, the Company may, subject to the satisfaction of the Conditions Precedent (as defined below at paragraph 3.3 of this announcement), issue (in addition to the Investor Shares) new ordinary shares in the capital of the Company to:

1. (i) KordaMentha Pte. Ltd. and/or such other financial advisors of the Company; (ii) Drew & Napier LLC, as legal advisor to the Company; (iii) KordaMentha Pte. Ltd., as manager of the Proposed Scheme; and (iv) RHT Capital Pte. Ltd., as the Company's sponsors (together, "Advisors"), as payment of such amount of the professional fees to be agreed between the Advisors and the Company, provided that the aggregate number of such new ordinary shares issued to the Advisors shall be not more than 12% of the enlarged issued share capital of the Company ("Advisor Shares");
2. any person who were employees and staff of the Company after the Cut-Off Date ("Employees"), as payment of such amount of debt due to them, provided that the aggregate number of such new ordinary shares issued to the Employees shall be not more than 5% of the enlarged share capital of the Company ("Employee Shares"); and
3. Scheme Creditors who have undertaken to support the Scheme pursuant to the terms and conditions of the Scheme and the Master Restructuring Agreement, provided the aggregate number of such new ordinary shares shall be not more than 5% of the enlarged issued share capital of the Company ("Incentive Shares").

The Advisor Shares, Employee Shares and Incentive Shares when allotted and issued, are duly authorised, validly issued and credited as fully paid-up and free from encumbrances, listed and tradable on the SGX-ST and rank pari passu with all other existing Shares of the Company, save that they will not rank for any dividends, rights, allotments, distributions or entitlements, the record date for which falls before the date of issue of such Advisor Shares, Employee Shares and Incentive Shares.

3.2. Escrow Arrangement: The Investor has confirmed that it has provided an amount of S$400,000 by way of one or more cashier's order(s) ("Cashier's Order") which is held in escrow with irrevocable instructions from the Investor to release the same to the Company on Completion. Subject to paragraph 3.2(A) and (B) below, the Cashier's Order shall be released to the Company on Completion and the receipt by the Company of the proceeds of the Cashier's

Order shall be deemed as partial payment of the Subscription Consideration. The Parties have agreed that the Cashier's Order shall:

1. subject to paragraph 3.2(B) below, be released and returned to the Investor in the event that the Master Restructuring Agreement is terminated pursuant to any of the events set out in paragraph 3.4 below (except pursuant to paragraph 3.4(C)(ii)); and
2. in the event that the Master Restructuring Agreement is terminated pursuant to paragraph 3.4(C)(ii) below, the Cashier's Order shall be released to the Company and the proceeds of the Cashier's Order received by the Company be applied or deemed to be applied towards satisfaction of the liability of the Investor under paragraph 3.4(C)(ii) and the Company shall have no further claim against the Investor to the extent of such proceeds of the Cashier's Order received by the Company.

1. Conditions Precedent: Completion of the Investment is subject to various conditions precedent (collectively, "Conditions Precedent"), including but not limited to:
2. 1. all regulatory approvals having been obtained, and not having been withdrawn or revoked (if applicable), including without limitation, the following:
   2. 1. the receipt of the listing and quotation notice from the SGX-ST pursuant to the Catalist Rules in relation to the listing and quotation of the New Shares and Conversion Shares on Catalist;
      2. the approval-in-principle from the SGX-ST for the proposed resumption of the trading of the Company's Shares on Catalist; and
      3. confirmation from the Securities Industry Council of Singapore ("SIC") that the Investor and parties acting in concert with the Investor will not be required to make a general offer for the Company pursuant to the Singapore Code on Take- overs and Mergers ("Code") as a result of the allotment and issue of the New Shares, and where such waiver is subject to any conditions, such conditions being reasonably acceptable to the Investor and the Company (as the case may be) ("SIC Waiver").
   3. the approval by the Shareholders of the ordinary resolution to allot and issue the New Shares ("New Shares Resolution") and the ordinary resolution to allot and issue the Conversion Shares, and if required or imposed by SIC as a condition to the SIC Waiver in respect of the New Shares, the approval of the Shareholders who are considered independent for the purposes of the Investment and the Scheme ("Independent Shareholders (Whitewash)") of the ordinary resolution to waive their rights to receive a general offer from the Investor and/or parties acting in concert with the Investor pursuant to the Code as a result of the issuance and allotment of the New Shares ("Whitewash Resolution"), having been obtained at a general meeting of the Company ("EGM");
   4. the approval of the Scheme by the Scheme Creditors at the court meetings in compliance with the requirements of section 210(3AB) of the Companies Act;
   5. the sanction of the Scheme by the High Court of Singapore ("Court");
   6. the grant of the order of the Court sanctioning the Scheme; and
   7. the results of legal, financial and commercial due diligence investigations in respect of the Company being satisfactory to the Investor.
3. Termination Events: The Master Restructuring Agreement may be terminated at any time on or prior to the completion of the Investment:
4. 1. by the mutual written consent of the Investor and the Company;
   2. by either the Investor or the Company, if any court of competent jurisdiction or governmental authority has issued an injunction, order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting or preventing the consummation of the Investment, the Scheme (or the proposed transactions relating to the foregoing or any part thereof), and such order, decree, ruling, other action or refusal shall have become final and non-appealable;
   3. either (i) by the Investor, if the Company is in material breach of any provision of the Master Restructuring Agreement and has failed to cure such breach within 10 business days after receiving written notice of such breach (specifying the nature and circumstances of the breach) has been given to the Company by the Investor prior to the date of completion of the Investment; or (ii) by the Company, if the Investor is in