HIGH GRADE IRON ORE CONCENTRATE PRODUCER IN MALAYSIA FORTRESS MINERALS LIMITED (Company Registration Number: 201732608K) (Incorporated in the Republic of Singapore on 13 November 2017) Placement in respect of 75,000,000 Placement Shares at S$0.20 for each Placement Share (including 51,250,000 Cornerstone Shares), payable in full on application OFFER DOCUMENT DATED 19 MARCH 2019 arising therefrom and you will have no claim against us or the Sponsor, Issue Manager and (Registered by the Singapore Exchange Securities Trading Limited (the “SGX-ST”), acting as Placement Agent (as defined herein), if the admission and listing do not proceed. The dealing agent on behalf of the Monetary Authority of Singapore (the “Authority”) on 19 March 2019). in and quotation of the Shares will be in Singapore dollars. This document is important. Before making any investment in the securities being Companies listed on Catalist may carry higher investment risk when compared with larger or offered, you should consider the information provided in this Offer Document more established companies listed on the Main Board of the SGX-ST. In particular, companies carefully and consider whether you understand what is described in this Offer may list on Catalist without a track record of profitability and there is no assurance that there will be a liquid market in the shares or units of shares traded on Catalist. You should be Document. You should also consider whether an investment in the securities aware of the risks of investing in such companies and should make the decision to invest being offered is suitable for you, taking into account your investment objectives only after careful consideration and, if appropriate, consultation with your professional and risk appetite. If you are in any doubt as to the action you should take, you adviser(s). should consult your legal, financial, tax or other professional adviser(s). You are responsible for your own investment choices. Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents This offer is made in or accompanied by an Offer Document (the “Offer Document”) that of this Offer Document, including the correctness of any of the statements or opinions made has been registered by the SGX-ST, acting as agent on behalf of the Authority on 19 March or reports contained in this Offer Document. The SGX-ST does not normally review the 2019. The registration of this Offer Document by the SGX-ST, acting as agent on behalf of application for admission but relies on the Sponsor confirming that the Company is suitable the Authority, does not imply that the Securities and Futures Act (Chapter 289) of Singapore, to be listed and complies with the Catalist Rules (as defined herein). Neither the Authority or any other legal or regulatory requirements, or requirements under the SGX-ST’s listing nor the SGX-ST has in any way considered the merits of the Shares or units of Shares being rules, have been complied with. offered for investment. In connection with the Placement (as defined herein), the Cornerstone Investors (as defined We have not lodged or registered this Offer Document in any other jurisdiction. herein) have each entered into a cornerstone subscription agreement with Fortress Minerals Limited (the “Company”) (collectively, the “Cornerstone Subscription Agreements”) INVESTING IN OUR SHARES INVOLVES RISKS WHICH ARE DESCRIBED IN THE SECTION ENTITLED “RISK FACTORS” OF THIS OFFER DOCUMENT. IN PARTICULAR, to subscribe for an aggregate of 51,250,000 new Shares (as defined herein) (the YOU SHOULD NOTE THE FOLLOWING RISKS FURTHER DESCRIBED IN THIS OFFER “Cornerstone Shares”) at the Placement Price (as defined herein), which is conditional DOCUMENT: (1) WE HAVE A LIMITED OPERATING HISTORY AND TRACK RECORD upon, among others, (i) the Management Agreement and Placement Agreement (both as OF CARRYING OUT OUR BUSINESS ACTIVITIES; (2) THE FINANCIAL CONDITION AND defined herein) having been entered into and not having been terminated pursuant to its PERFORMANCE OF OUR GROUP IS DEPENDENT ON THE LEVEL AND AVAILABILITY terms and; and (ii) the registration of the Offer Document with the SGX-ST, acting as agent OF MINERAL RESOURCE IN OUR BUKIT BESI MINE; (3) WE MAY NOT BE ABLE TO on behalf of the Authority. DISCOVER NEW MINERAL RESOURCE TO MAINTAIN A COMMERCIALLY VIABLE PrimePartners Corporate Finance Pte. Ltd. (the “Sponsor”) has made an application to the MINING OPERATION; (4) WE HAVE YET TO ESTABLISH A STRONG SALES TRACK SGX-ST for permission to deal in, and for quotation of, all the existing issued ordinary shares RECORD; (5) OUR RIGHTS TO MINE, EXTRACT, PROCESS AND SELL IRON ORE FROM (the “Shares”) in the capital of our Company, the new Shares which are the subject of OUR BUKIT BESI MINE FOR COMMERCIAL SALE IS DERIVED FROM THE IRON ORE this Placement (including the Cornerstone Shares) (the “Placement Shares”), the Project MINING AGREEMENT; AND (6) THE CONTINUING EFFECT OF THE IRON ORE MINING Manager Shares (as defined herein), the PPCF Shares (as defined herein) and the Option AGREEMENT IS DEPENDENT ON THE RENEWAL OR EXTENSION OF THE MINING Shares (as defined herein) to be listed for quotation on Catalist of the SGX-ST (“Catalist”). LEASES HELD BY LTAWNT (AS DEFINED HEREIN). Acceptance of applications will be conditional upon, inter alia, issue of the Placement After the expiration of six (6) months from the date of registration of this Offer Shares and permission being granted by the SGX-ST for the listing and quotation of all our Document, no person shall make an offer of securities, or allot, issue or sell any existing issued Shares, the Placement Shares, the Project Manager Shares, the PPCF Shares securities, on the basis of this Offer Document; and no officer or equivalent person and the Option Shares on Catalist. Monies paid in respect of any application accepted will or promoter of the Company will authorise or permit the offer of any securities or be returned at your own risk, without interest or any share of revenue or other benefit the allotment, issue or sale of any securities, on the basis of this Offer Document. SPONSOR, ISSUE MANAGER AND PLACEMENT AGENT PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. (Company Registration Number: 200207389D) (Incorporated in the Republic of Singapore) ABOUT FORTRESS MINERALS LIMITED Incorporated in Singapore on 13 November 2017, Fortress Minerals Limited is a high grade iron ore concentrate producer in Malaysia. Our Group is principally in the business of exploration, mining, production and sale of iron ore concentrate. Our Group presently produces magnetite iron ore concentrate with TFe grade of 65.0% and above, mined from the East, Valley and West Deposits in the Bukit Besi Mine. Our Group’s iron ore concentrate is primarily sold to steel mills and trading companies in the PRC and Malaysia. OUR MILESTONES BUKIT BESI MINE OVERVIEW 2016 Location: Terengganu, Malaysia • Awarded mining rights to Bukit Besi Mine Total Concession Area: 526.2ha open pit • Obtained operational mining scheme Connectivity: Kuantan and Kuala Terengganu airports (approximately Bukit Besi 2017 1.5 hours’ drive); Kemaman Port Mine • Designed and implemented a JORC drilling campaign (approximately 86 km) at the East, Valley and West Deposits in the Bukit Besi Supporting Infrastructure: Mobile Mine networks, water and electricity, public • Began development of mine infrastructure in the roads and highways Bukit Besi Mine Products: Magnetite iron ore concentrate with TFe grade of 65.0% and above 2018 • Commenced commercial production of iron ore Exploration: concentrate with TFe grade of at least 65.0% in April Explored surface area 2018 with a steady-state production of 40,000 WMT within the East, Valley and per month WEST West Deposits represents EAST VALLEY approximately 4.71% of • Maiden JORC indicated and inferred resource of the concession area of the 5.41 Mt in the East, Valley and West Deposits, Bukit Besi mine covering an aggregate surface area representing approximately 4.71% of the total land area of the Bukit Besi Mine of 526.2ha East, Valley and West Deposits Mine infrastructure Tenement boundaries MINERAL RESOURCE Area Category Net attributable to our Group Tonnes (Mt) Grade (Fe%) West Deposit Indicated Resource 0.37 42.2 West Deposit Inferred Resource 2.55 39.6 Valley Deposit Inferred Resource 1.36 46.4 East Deposit Inferred Resource 1.13 40.7 Total 5.41 41.7(1) Note: (1) This refers to the average grade of iron ore COMPETITIVE STRENGTHS High Grade Iron Ore Concentrate • Iron ore concentrate with TFe content of at least 65.0% • Low levels of impurities which would command premium prices against lower grades and is generally preferred by steel mills Considerable Exploration Upside • Considerable exploration upside potential as only approximately 4.71% of mining area in the Bukit Besi Mine has been explored • Mining rights for the Bukit Besi Mine granted to the Group up till early 2033 Strategic Location • Favourable geological conditions • Cost advantage over producers in the PRC and other countries given the relatively lower cost of electricity and ocean freight costs in Malaysia • Access to good public infrastructure and close proximity to two (2) steel mills in Malaysia Experienced and Professional Management • Experience in resource prospecting, exploration, mining and processing • Experience in dealing with the local and state regulatory authorities • Good and lasting relationships with various government agencies of the mining industry FINANCIAL HIGHLIGHTS Audited Unaudited Unaudited Pro Forma US$’000 FY2016 FY2017 FY2018 1H2018 1H2019 FY2018 1H2019 Revenue – – – – 6,572 – 6,572 (Loss)/Profit from continuing operations, (273) (248) (411) (546) 2,007 (411) 2,007 net of tax Profit from discontinued operations, 2,097 323 – – – – – net of tax Profit/(Loss) for the financial year/period 1,824 75 (411) (546) 2,007 (411) 2,007 attributable to owners of the Company Proposed Dividends Our Group currently does not have a fixed dividend policy.