We refer to the announcements dated 16 June 2025 and 23 June 2025 (“Announcements”) in relation to the Sale and Purchase Agreement (“SPA”) entered into by Deleum Oilfield Solutions (Thailand) Co., Ltd. (“DOST”), an indirect subsidiary of Deleum, with MPC Future Co., Ltd. (“MPC”), for the acquisition of the Target Business (as defined in the Announcements) from MPC. Unless otherwise stated, the capitalised terms and definitions set out in the Announcements shall apply herein.

The Board of Directors of Deleum wishes to announce that DOST has terminated the SPA entered into with MPC due to non-fulfillment of the following key conditions precedent in the SPA (“CPs”) on or before the 90th date following the date of the SPA (“Long-Stop Date”), which occurred on 17 September 2025:

1. MPC, DOST and the relevant contract parties in respect of each Contract contemplated under the SPA having executed a novation agreement;
2. each of MPC’s financiers for the relevant financing arrangements as specified in the SPA (“RFA”) having provided their written acceptance and acknowledgement of the full and final settlement of all amounts outstanding under the respective RFAs and the full and irrevocable discharge of all relevant security interests over the Target Business and the Target Operational Assets, so that they are free from all encumbrances under the respective RFAs; and
3. each of MPC’s relevant financiers for financing arrangements which are not relevant to the Target Business as set out in the SPA having provided their written consent to the acquisition of the Target Business.

In accordance with the SPA, DOST has on 18 September 2025 issued a written notice to MPC to terminate the SPA due to the non-fulfilment of the CPs on or before the Long-Stop Date. Consequently, the SPA has been terminated and shall cease to have further effect, save in respect of the surviving provisions relating to, amongst others, confidentiality. The Proposed Transaction will therefore not be completed. Additionally, the Proposed SE Subscription will also not be implemented as the SSA has not been executed.

The termination of the SPA will have no financial impact on Deleum Group in terms of effect on earnings per share and net assets per share for the financial year ending 31 December 2025. The termination of the SPA also does not have any effect on the share capital and substantial shareholders’ shareholding of Deleum. 

None of the Directors and/or major shareholders of the Company and/or persons connected with them have any interest, direct or indirect, in the termination of the SPA.

This announcement is dated 18 September 2025.