บริษัท ยนิคู ไมนิง เซอร์วิสเซส จํากัด (มหาชน)

ทะเบียนเลขที

Unique Mining Services Public Company Limited

Registration 0107547000095

UMS./EXS./018-22

August 11, 2022

Subject

: Report on the acquisition of asset for investment in Bitcoin Mining Project

To

: President

The Stock Exchange of Thailand

The Board of Directors No. 04/2022 held on August 11th, 2022 of Unique Mining Services Public Company Limited has resolved to approve as below details:

  1. The Company invest in Bitcoin Mining Project because of the price of bitcoin miners which had earlier purchased for sale has dropped. The sale of the bitcoin miners now will cause the Company substantial losses so that, the Company has to change to the new plan by turning those miners for sale to operate bitcoin mining instead. Although the price of bitcoin has dropped considerably from the past, the investment at this moment for bitcoin mining is to collect bitcoin during the down period. Once the price of bitcoin increases, the Company will be able to sell bitcoin at a reasonable price.

In this regard, the Board of Directors No. 03/2022 dated May 10, 2022 approved the Company to put the deposit for the purchase of a bitcoin mining equipment of which the initial purpose was for trading business. However, the Company received the bitcoin mining equipment later than the schedule (presently the Company has received all the bitcoin mining equipment as per ordered), coupled with the unfavorable situation for the sale of the bitcoin mining equipment, the Company therefore changes the plan to operate bitcoin mining with those miners instead.

In the past, bitcoin mining business has been a potential business to generate a good return on investment. The Company decided to purchase 315 bitcoin mining machines. To operate bitcoin mining, the Company has to make additional arrangements such as location and supporting equipment, as well as the electrical system utilized in the mining of the bitcoin. The total investment value of the project is approximately THB 180 million of which the fund of the investment will come from the loan from related Company.

The investment in the bitcoin mining business is considered an asset acquisition transaction according to the Notification of the Capital Market Supervisory Board No. TorJor. 20/2551 Re: Rules on Significant Transactions Qualified as Acquisition or Disposition of Assets dated August 31, 2008 (including amended) and

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อาคารอรกานต์ชัน ซอยชิดลม ถนนเพลินจิต แขวงลุมพินีเขตปทุมวัน กรุงเทพมหานคร

โทรศัพท์ -

-

- แฟ็กซ์

- -

- www.uniquecoal.com

26/23

Orakarn Building,7th Floor, SoiChidlom, Ploenchit Rd., Lumpinee, Pathumwan, Bangkok 10330, Thailand. Tel.

02-655-7501-2 Fax

02-655-7503-5 www.uniquecoal.com

the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Actions of the Listed Company on Acquisition or Disposition of Assets B.E. 2 5 4 7 dated October 2 9 , 2 004

  • including any amendments). ( " Announcement of Acquisition or Disposal of Transactions") with the highest transaction size according to the Total Value of Consideration Criteria Not more than 21.67%, which is calculated compared to the total assets of the Company as of June 30, 2022. During the past 6 months prior to the date the Board of Directors resolved that the Company Invest in bitcoin mining business as follows:
    1 ) Investment in 3 solar rooftop projects to sell electricity to customers by starting to sell electricity to customers. As of now, one project has already been completed, while the other 2 projects are still under construction which is expected to be completed within the third quarter. The Company has invested in these 3 projects at the total amount of THB 45.57 million or 5.49% of total assets.

The above items included 1 project investment that the Company has previously informed the Stock Exchange of Thailand on October 6, 2021 with an investment of approximately THB 24.70 million. However the extension of the project delayed the project and it is expected to start selling electricity by September.

  1. The acquisition of machinery and equipment from repairing/modifying damaged machinery caused by the fire incident last year of which the Company has received compensation from the insurance company. The Company has replaced/repaired damaged assets incurring a new accounting entry in the amount of THB
    23.41 million or equivalent to 2.82% of the total assets.

When taking the list of assets acquired during the past 6 months together with the investment in this bitcoin mining project resulting in the maximum transaction size of not more than 29.97 percent and falls into the category

  • the transaction according to the Acquisition or Disposition Notification, which the Company is obliged to disclose information in accordance with Schedule (1) at the end of the Acquisition or Disposition Notification. and must submit a circular letter to the shareholders of the Company within 21 days from the date of disclosure of the information memorandum of entering into the transaction to the Stock Exchange of Thailand ("SET").

The Company therefore would like to inform the details of the acquisition of such assets as specified in List (1) attached to the announcement of the acquisition or disposition of assets. with details as follows:

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อาคารอรกานต์ชัน ซอยชิดลม ถนนเพลินจิต แขวงลุมพินีเขตปทุมวัน กรุงเทพมหานคร

โทรศัพท์ - -

- แฟ็กซ์ - -

- www.uniquecoal.com

26/23

Orakarn Building, 7th Floor, SoiChidlom, Ploenchit Rd., Lumpinee, Pathumwan, Bangkok

10330, Thailand. Tel. 02-655-7501-2 Fax 02-655-7503-5www.uniquecoal.com

Information Memorandum on Acquisition of Assets under List (1) attached to the Notification of

Acquisition or Disposition of Assets

Subject: Investment in digital asset business Bitcoin Mining

1. Date, month, year of the transaction

The Board of Directors Meeting No. 0 4 / 2 0 2 2 held on August 1 1 , 2 0 2 2 resolved to approve the Company to change its previous plan of trading bitcoin mining equipment to the new plan to operate the bitcoin mining business including procurement of electrical systems, other equipment and solar rooftop for using in this bitcoin mining project. The Company will arrange procurement of electrical systems and other equipment to support bitcoin mining after the Board of Directors has approved the operation.

In this regard, the Board of Directors No. 03/2022 dated May 10, 2022 approved the Company to put the deposit for the purchase of a bitcoin mining equipment of which the initial purpose was for trading business. However, the Company received the bitcoin mining equipment later than the schedule (presently the Company has received all the bitcoin mining equipment as per ordered), coupled with the unfavorable situation for the sale of the bitcoin mining equipment, the Company therefore changes the plan to operate bitcoin mining with those equipment instead.

2. Parties involved and their relationship with the listed Company Buyer : Unique Mining Services Public Company Limited

Seller : Prompt Now Company Limited/Bitcoin Mining Miner Distributor

  • Systematic contractor and other supporting equipment vendors

Relationship : Supplier, contractor and vendors which are not connected persons with the Company According

to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules for Connected Transactions dated August 31, 2008 (including any amendments) and the Notification of the Board of Governors of the Stock Exchange of Thailand. Subject Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546 dated 19 November 2003 (including amendments) ("Notification of Connected Transactions")

3. General characteristics of the transaction The transaction

The Company considers to invest in the bitcoin mining business because it is a business that has the potential to generate returns. The Company has purchased newly-produced bitcoin miners, model ANTMINER S19 Pro

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อาคารอรกานต์ชัน ซอยชิดลม ถนนเพลินจิต แขวงลุมพินีเขตปทุมวัน กรุงเทพมหานคร

โทรศัพท์ - -

- แฟ็กซ์ - -

- www.uniquecoal.com

26/23

Orakarn Building, 7th Floor, SoiChidlom, Ploenchit Rd., Lumpinee, Pathumwan, Bangkok

10330, Thailand. Tel. 02-655-7501-2 Fax 02-655-7503-5www.uniquecoal.com

Hashrate, amounting to 315 machines, totaling 31,200 Th/s (totaling THB 96 million), including electrical systems and other equipment for the operation of bitcoin mining. The total investment value of the project is not more than of which the fund of THB 180 million will come from the loan from related party.

Since the operation of bitcoin mining requires the electricity, the Company will buy the electricity from government agency. The Company also has a plan to use renewable energy from solar rooftops. This will help to reduce the pollution, reduce costs and be more environmentally friendly.

The loan from related party mentioned earlier is under the amount approved by the Company's shareholders. In the Extraordinary General Meeting of Shareholders No. 1/2017 held on October 19, 2017. At present, the Company still has sufficient undrawn credit line.

Item type and size

Investing in bitcoin mining project classified as an asset acquisition transaction according to the announcement of the acquisition or disposition when calculating the size of the transaction by referring to the consolidated financial statements of the Company for the quarter ended June 30, 2022, the calculation details are as follows:

This investment has the highest transaction size when calculated based on the total value of consideration criteria equal to 21.67% and when combined with the transaction size of the acquisition of assets of the Company and subsidiaries based on the total value of consideration incurred during the past 6 months prior to the date of the Board of Directors' resolution to allow the Company to invest in the Bitcoin mining business that causing the total transaction size to be 29.97% and fall into the category 2 according to the Acquisition or Disposition Notification. Therefore, the Company is obliged to disclose information in accordance with schedule

  1. attached to the Acquisition or Disposition Notification and send a circular letter to the shareholders of the Company within 21 days from the date of disclosure of the information memorandum of the transaction to the Stock Exchange of Thailand.

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อาคารอรกานต์ชัน ซอยชิดลม ถนนเพลินจิต แขวงลุมพินี เขตปทุมวัน กรุงเทพมหานครโ ศัพท์ - -

- แฟ็กซ์ - -

- www.uniquecoal.com

26/23

Orakarn Building, 7th Floor, SoiChidlom, Ploenchit Rd., Lumpinee, Pathumwan, Bangkok 10330, Thailand. Tel. 02-655-7501-2 Fax 02-655-7503-5www.uniquecoal.com

4. Details of the assets and the value of the acquired assets

The Company must procure electrical systems and other related systems/equipment including solar rooftop

system to complete the installation of 315 bitcoin mining equipment which have been delivered of which the total

investment will be THB 180 million. The Company expects to be able to start the operation by September 2022.

In bitcoin mining operation, the Company will receive bitcoin as a reward for mining. The mining will use the algorithm to solve the equation that was invented by the blockchain system. The principle of blockchain works is for everyone in the system to help verify the accuracy of the information by checking to see if there is a match , the investigator will receive a reward in the form of bitcoins in which to solve the above equation. The computer is required to operate. The computer was designed primarily for the purpose of solving the above equation. It is also known as a bitcoin miner.

5. The total value of the acquired assets and terms of payment

The Company will also procure electrical systems and other related equipment to be used for all 315 bitcoin mining equipment, with a total investment value of THB 180 million. Bitcoin mining equipment have been already delivered. However, the electrical system and other related equipment are still in the process of procurement.

6. Criteria used to determine the value of consideration

The valuation of the asset is determined by the cost of the purchased bitcoin miner with the ordinary trading conditions whilst the valuation of electrical system and related equipment is determined by their estimated value with ordinary trading conditions.

7. Expected benefits to the Company

The Company expects investment in the bitcoin mining business will help the Company to have a steady income. In the long run, it will help the Company to have a better performance as well as increase of business investment opportunities.

8. Source of funds used to purchase assets

The fund for this bitcoin mining business will come from the loan from related party amounting to THB180 million which the Company's shareholders have already been approved.

9. Conditions of transactions that affect the rights of shareholders None

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อาคารอรกานต์ชัน ซอยชิดลม ถนนเพลินจิต แขวงลุมพินีเขตปทุมวัน กรุงเทพมหานคร

โทรศัพท์ - -

- แฟ็กซ์ - -

- www.uniquecoal.com

26/23

Orakarn Building, 7th Floor, SoiChidlom, Ploenchit Rd., Lumpinee, Pathumwan, Bangkok

10330, Thailand. Tel. 02-655-7501-2 Fax 02-655-7503-5www.uniquecoal.com

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Unique Mining Services pcl published this content on 11 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2022 11:45:56 UTC.