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Company Name : POWER ROOT BERHAD (Formerly Known As Natural Bio Resources Berhad) Stock Name : PWROOT Date Announced : 18 August 2011

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Company Name : POWER ROOT BERHAD (Formerly Known As Natural Bio Resources Berhad) Stock Name : PWROOT Date Announced : 18 August 2011 General Announcement Company Name : POWER ROOT BERHAD (formerly known as Natural Bio Resources Berhad) Stock Name : PWROOT Date Announced : 18 August 2011 Type : Announcement Subject i) Proposed acquisition of a piece of land at Taman Bukit Dahlia, Pasir Gudang in the Mukim of Plentong, District of Johor Bahru, State of Johor Darul Takzim measuring approximately 2.2 acres (“Land 1”) by Power Root Nnergy Sdn. Bhd. (“PRN”), a wholly owned subsidiary of Power Root Berhad (formerly known as Natural Bio Resources Berhad) (“Power Root” or “the Company”) from Johor Land Berhad (“Vendor” or “Johor Land”) and Johor Corporation (“Landowner”) for a cash consideration of RM 5,398,900 (“Proposed Acquisition 1”); and ii) Proposed acquisition of a piece of land at Taman Bukit Dahlia, Pasir Gudang in the Mukim of Plentong, District of Johor Bahru, State of Johor Darul Takzim measuring approximately 0.8 acres (“Land 2”) by PRN from Johor Land and Johor Corporation for a cash consideration of RM 2,601,100 (“Proposed Acquisition 2”) Collectively known as “Lands” and “Proposed Acquisitions”. Contents: 1. INTRODUCTION The Board of Directors of Power Root wishes to announce that its wholly-owned subsidiary PRN had on 16 August 2011 entered into a Sale and Purchase Agreement (“Agreement”) for the Proposed Acquisitions with Johor Land and Johor Corporation, for a total cash consideration of RM 8 million (“Purchase Consideration”). Johor Corporation is the beneficial owner of the Lands and has assigned and transferred all its right title benefit and interest of the Lands to Johor Land via a deed of assignment dated 28 October 1995 between the parties. 2. INFORMATION ON PRN PRN was incorporated on 22 June 2006 under the Companies Act, 1965. The authorised share capital of PRN is RM100,000 comprising 100,000 ordinary shares of RM1 each of which 3 ordinary shares are issued and fully paid up. PRN’s principal activities are that of investment holding and property investment. 3. INFORMATION ON THE VENDOR Johor Land was incorporated on 13 July 1972 under the Companies Act, 1965. The authorised share capital of Johor Land is RM500,000,000 comprising 500,000,000 ordinary shares of RM1.00 each of which 452,000,000 ordinary shares are issued and fully paid up. The vendor’s principal activities are property development, construction, property investment, management and manufacturing of building materials and producing natural rubber latex concentrates. 4. INFORMATION ON LANDOWNER Johor Corporation is a body corporate established under the Johor Corporation Enactment No. 4, 1968 (as amended under Enactment No.5, 1995). Johor Corporation is a market- driven Johor State Government-linked Corporation. It is to date one of Malaysia’s leading business conglomerates, comprising more than 280 member companies and employing more than 65,000 employees in Malaysia as well as regionally. (Source : www.jcorp.com.my) 5. DETAILS OF THE ACQUISITION 5.1 Details of the Lands are as below: Land 1 Land 2 (a) Area of the : 94,718 square feet 37,001 square feet Land (b) Tenure : Leasehold Leasehold (c) Category of : Commercial Land 21 Shop Office Lots Land Use (d) Registered : Johor Corporation Berhad Johor Corporation Berhad Owner (e) Encumbrances : Free from all charges and Free from all charges and encumbrances encumbrances 5.2 Basis of Determining the Purchase Consideration The Purchase Consideration of RM8 million for the Proposed Acquisitions was arrived at on a willing-buyer willing-seller basis, after taking into consideration the prevailing market value of the Land. No valuation was carried out on the Lands. The Purchase Consideration for the Proposed Acquisitions is to be entirely satisfied by cash and/or borrowings. 5.3 Terms of Payments The Company shall pay the Purchase Consideration of RM8,000,000 in the following manner: (a) RM800,000 representing 10% of the Purchase Consideration upon the execution of the Agreement; and (b) RM7,200,000 representing 90% of the Purchase Consideration within 4 months from the date of the Agreement or within 1 month from the date of notice of adjudication and payment of stamp duty on the memorandum of transfer by PRN for the Lands, whichever is later. 5.4 Approvals Required The Proposed Acquisitions are not subject to shareholders’ approval. However, the Proposed Acquisitions are subject to the following approvals: (a) The Land Office; (b) Majilis Perbandaran Pasir Gudang; and (c) Any other relevant approvals (if applicable). 5.5 Source of Funding The Purchase Consideration is to be funded from internally generated funds and/or borrowings. 5.6 Encumbrances The properties are to be acquired free from any encumbrances. 5.7 Liabilities to be assumed There are no liabilities to be assumed by Power Root arising from the Proposed Acquisitions. 5.8 Other salient terms of the Proposed Acquisitions 5.8.1 The Vendor shall expeditiously obtain the issuance of separate document of titles with the appropriate category of land use and lease periods of 99- years in respect of Lands from the relevant authorities. 5.8.2 The Vendor will render all such assistance and/or allowance to PRN for the application for the conversion of the land use for Land 1 from “Commercial Land” to “Shop Office Lots”. 6. PROSPECTS AND RATIONALE FOR THE PROPOSED ACQUISITIONS The Board is of the view that the Proposed Acquisitions will provide the following to the Group: (a) A better generation of potential returns on the Group’s asset class; and (b) Option to expand the Group’s revenue base through the potential disposal of the Lands and/or developing it. The Board is of the opinion that the Proposed Acquisitions will contribute positively to the Power Root Group’s financial performance in future. 7. RISK FACTORS Other than the transactional risk pertaining to the Proposed Acquisitions, the Board of Directors does not foresee any other significant risk arising from the Proposed Acquisitions. 8. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITIONS 8.1 Share Capital and Major Shareholders The Proposed Acquisitions will not have any effect on the issued and paid-up share capital and the shareholdings of major shareholders as the Purchase Consideration is to be satisfied entirely by cash. 8.2 Earnings, Net Assets and Gearing The Proposed Acquisitions will not have any material effect on the earnings, net assets and gearing of the Power Root Group for the financial year ending 29 February 2012. 9. INTEREST OF DIRECTORS AND MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM None of the Directors and/or major shareholders of Power Root and persons connected to them have any interest, direct or indirect, in the Proposed Acquisitions. 10. DEPARTURE FROM THE SECURITIES COMMISSION’S GUIDELINES ON ISSUE / OFFER OF SECURITIES (“SC GUIDELINES”) The Proposed Acquisitions have not departed from any of the requirements of the SC Guidelines. 11. STATEMENT BY DIRECTORS The Directors of Power Root, after having considered all aspects of the Proposed Acquisitions, are of the opinion that the Proposed Acquisitions are in the best interest of the Power Root Group. 12. PERCENTAGE RATIOS Based on Power Root's audited financial statements for financial year ended 28 February 2011, the highest percentage ratio under paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 4.76%. 13. APPROVAL REQUIRED The Proposed Acquisitions are not subject to the approval of the shareholders, but is subject to the approval from relevant government authorities. 14. ESTIMATED TIME FRAME FOR THE PROPOSED ACQUISITIONS Barring any unforeseen circumstances, the Proposed Acquisitions are expected to be completed within 1 year from the date of the Agreement, unless otherwise extended. 15. DOCUMENTS FOR INSPECTION The copy of the Agreement is available for inspection at the registered office of Power Root at 31-04, Level 31, Menara Landmark, Mail Box 172, No. 12, Jalan Ngee Heng, 80000, Johor Bahru, Johor Darul Ta’zim from Mondays to Fridays (except public holidays) during business hours, for a period of 3 months from the date of this announcement. This announcement is dated 18 August 2011. .
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