Magnus Energy : CIRCULAR TO SHAREHOLDERS

CIRCULAR DATED 15 OCTOBER 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

This Circular is issued by Magnus Energy Group Ltd. ("Company"). If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Printed copies of this Circular will be sent to the shareholders of the Company. The Circular together with notice of extraordinary general meeting of the Company dated 15 October 2020, will also be made available on SGXNET, the Company's corporate website (www.magnusenergy.com.sg)and at URL: https://agm.conveneagm.com/magnus.

This Circular has been prepared by the Company and reviewed by the Company's sponsor, Novus Corporate Finance Pte Ltd ("Sponsor"), in compliance with Rule 226(2)(b) of the Singapore Exchange Securities Trading Limited ("SGX-ST") Catalist Rules Section B: Rules of Catalist. The contact person for the Sponsor is Mr Pong Chen Yih, Chief Operating Offi cer, at 9 Raffl es Place, #17-05 Republic Plaza Tower 1, Singapore 048619, telephone [phone].

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

M A G N U S

E N E R G Y

MAGNUS ENERGY GROUP LTD.

(Incorporated in the Republic of Singapore)

(Company Registration No. 198301375M)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

THE PROPOSED DIVERSIFICATION OF THE GROUP'S BUSINESS

Legal Adviser in relation to the Proposed Diversification of the Group's Business

ELDAN LAW LLP

(Incorporated in the Republic of Singapore)

(UEN: T09LL1827H)

Important Dates and Times
Last date and time for lodgement of Proxy Form	27 October 2020 at 10:30 a.m.
Date and time of Extraordinary General Meeting	30 October 2020 at 10:30 a.m. (or immediately
	after the conclusion or adjournment of the Annual
	General Meeting of the Company to be held
	at 10:00 a.m. on the same day and by way of
	electronic means)

	TABLE OF CONTENTS
		PAGE
DEFINITIONS .....................................................................................................................................	3
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS ......................................................	5
LETTER TO SHAREHOLDERS ..........................................................................................................	6
1.	INTRODUCTION.......................................................................................................................	6
2.	THE PROPOSED DIVERSIFICATION......................................................................................	6

3. INTERESTS OF DIRECTORS, CONTROLLING SHAREHOLDERS AND SUBSTANTIAL

	SHAREHOLDERS.....................................................................................................................	17
4.	RECOMMENDATION BY DIRECTORS................................................................................. ...	17
5.	EXTRAORDINARY GENERAL MEETING................................................................................	17
6.	ACTIONS TO BE TAKEN BY SHAREHOLDERS......................................................................	17
7.	DIRECTORS' RESPONSIBILITY STATEMENT.........................................................................	18
NOTICE OF EXTRAORDINARY GENERAL MEETING .....................................................................	N-1
PROXY FORM

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DEFINITIONS

In this Circular, the following defi nitions apply throughout except where the context otherwise requires:

"Act"	:	The Companies Act (Chapter 50) of Singapore, as amended,
		supplemented or modifi ed from time to time
"Annual General Meeting"	:	The annual general meeting of the Company to be held on 30
		October 2020 at 10:00 a.m.
"Board"	:	The board of directors of the Company
"Catalist"	:	The sponsor-supervised listing platform of the SGX-ST
"Catalist Rules"	:	Section B: Rules of Catalist of the listing manual of the SGX-ST, as
		amended, modifi ed or supplemented from time to time
"CDP"	:	The Central Depository (Pte) Limited
"Circular"	:	This circular to Shareholders dated 15 October 2020
"Company"	:	Magnus Energy Group Ltd.
"Director(s)"	:	The director(s) of the Company
"Drilling Business"	:	The business of providing drilling and consultancy services,
		including onshore drilling projects for conventional and
		unconventional oil and gas resources, mineral mines and coal
		mines, water resources exploration and production drilling, and
		geothermal exploratory and production drilling
"EGM"	:	The extraordinary general meeting of the Company to be held on
		30 October 2020 at 10:30 a.m. (or immediately after the conclusion
		or adjournment of the Annual General Meeting of the Company
		to be held at 10:00 a.m. on the same day by way of electronic
		means), the notice of which is set out on page N-1 of this Circular
"EPC"	:	Shall have the meaning ascribed to it in Paragraph 2.2.1(b)
"EPCC"	:	Engineering, procurement, construction and commissioning
"EPCC Business"	:	The business of providing EPCC services, and related services,
		including management of EPCC Projects, consultancy services,
		and maintenance and repair services for equipment, facilities and
		infrastructure
"EPCC Projects"	:	Shall have the meaning ascribed to it in Paragraph 2.2.1(a)
"EPCM Projects"	:	Shall have the meaning ascribed to it in Paragraph 2.2.1(a)
"Group"	:	The Company and its subsidiaries
"New Businesses"	:	The EPCC Business and the Drilling Business
"Notice of EGM"	:	The notice of EGM which is set out on page N-1 of this Circular
"Ordinary Resolution"	:	The ordinary resolution set out in this Circular and in the Notice of
		EGM

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		DEFINITIONS
"Proposed Diversifi cation"	:	The proposed diversifi cation of the Group's business to include the
		New Businesses as part of its core business
"SGX-ST"	:	Singapore Exchange Securities Trading Limited
"Shareholders"	:	Persons who are registered as holders of the Shares in the register
		of members of the Company, except that where the registered
		holder is CDP, the term "Shareholders" shall, in relation to such
		Shares and where the context admits, mean the Depositors whose
		Securities Accounts are credited with Shares
"Shares"	:	Issued and paid-up ordinary shares in the capital of the Company
"Sponsor"	:	Novus Corporate Finance Pte. Ltd.

The terms "Depositor", "Depository Agent" and "Depository Register" shall have the respective meanings ascribed to them in Section 81SF of the Securities and Futures Act (Chapter 289) of Singapore.

The term "subsidiary" shall have the meaning ascribed to it under Section 5 of the Act.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defi ned under the Act, the Catalist Rules or any modifi cation thereof and used in this Circular shall have the meaning assigned to it under the Act, the Catalist Rules or any modifi cation thereof, as the case may be.

Any reference to a time of day in this Circular shall be a reference to Singapore time unless stated otherwise.

Any discrepancies in this Circular between the sum of the fi gures stated and the total thereof are due to rounding. Accordingly, fi gures shown as totals in this Circular may not be an arithmetic aggregation of the fi gures which precede them.

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