THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION CIRCULAR TO SHAREHOLDERS

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. The Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. (Company No : T) (Incorporated In Malaysia) CIRCULAR TO SHAREHOLDERS In relation to the PROPOSED DISPOSAL OF THE WOODWASTE FIRED COGENERATION SYSTEM (BOILER) BY BESUT TSUDA WOOD PRODUCTS SDN. BHD. A WHOLLY-OWNED SUBSIDIARY OF BTM RESOURCES BERHAD FOR A PRICE OF RINGGIT MALAYSIA : FOUR MILLION AND TWO HUNDRED THOUSAND ONLY (RM4,200,000.00) (PROPOSED DISPOSAL) AND NOTICE OF EXTRAORDINARY GENERAL MEETING The Notice of Extraordinary General Meeting to be held at Arcadia 2, Level 3, Hotel Armada, Lorong Utara C, Section 52, Petaling Jaya, Selangor on Friday, 5 July 2013 at a.m. together with the Form of Proxy are set out in this Circular. You are advised to refer to the Notice of the Extraordinary General Meeting and the accompanying Form of Proxy. The Form of Proxy must be lodged at the Registered Office at Level 2, Tower 1, Anevue 5, Bangsar South City, Kuala Lumpur, not later than forty-eight (48) hours before the time appointment for holding the meeting or any adjournment there of. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. Last date and time for lodging the Form of Proxy : Wednesday, 3rd July 2013 at a.m. This circular is dated 20th June, 2013

2 DEFINATIONS Unless otherwise stated, the following definitions shall apply throughout this Circular : Act : Companies Act, 1965, as amended from time to time and any re-enactment thereof Agreement : Assets Sale Agreement BMSB : Bursa Malaysia Securities Berhad ( W) Board : Board of Directors of BTM Resources BT Wood Products : Besut Tsuda Wood Products Sdn Bhd. ( U) BTM Resources or Company : BTM Resources Berhad ( T) BTM Resources Group or Group : BTM Resources Berhad and its subsidiary companies collectively EGM : Extraordinary General Meeting EPS : Earnings per share Major Shareholders : A person who has an interest or interests in one or more voting shares in a corporation and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is a) 10% or more of the aggregate of the nominal amounts of all the voting shares in the corporation; or b) 5% or more of the aggregate of the nominal amounts of all the voting shares in the corporation where such person is the largest shareholder of the corporation. For the purpose of the aggregate of the nominal amounts of all the voting shares in the corporation where such person is the largest shareholder of the corporation. Proposed Disposal : Proposed disposal of the Woodwaste Fired Cogeneration System (Boiler) by Besut Tsuda Wood Products Sdn. Bhd. a wholly-owned subsidiary of BTM Resources Berhad for a price of Ringgit Malaysia : Four Million and Two Hundred Thousand Only (RM4,200,000.00) Purchaser : Khas Promosi Sdn. Bhd. ( U) RM : Ringgit Malaysia Vendor : Besut Tsuda Wood Products Sdn. Bhd. ( U) Words importing the singular shall, where applicable, include the plural and vice versa. ii

3 CONTENTS PROPOSALS LETTER TO THE SHAREHOLDERS OF BTM RESOURCES CONTAINING: PAGE 1. INTRODUCTION 1 2. PROPOSED DISPOSAL 1 3. SALIENT TERMS OF ASSETS SALE AGREEMENT 2 4. RATIONALE FOR THE PROPOSED DISPOSAL 3 5. BASIS OF CONSIDERATION 3 6. EFFECTS OF THE PROPOSED DISPOSAL 4 7. INFORMATION ON PURCHASER 6 8. APPROVAL REQUIRED 6 9. OUTSTANDING PROPOSALS ANNOUNCED PENDING COMPLETION EXPECTS TIME FRAME FOR COMPLETION INTEREST OF DIRECTOR, MAJOR SHAREHOLDERS AND PERSON CONNECTED DIRECTORS RECOMMENDATION EGM FURTHER INFORMATION 7 APPENDIX 1 FURTHER INFORMATION 8 iii

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5 (Company No : T) (Incorporated In Malaysia) Registered Office: Level 2, Tower 1, Avenue 5 Bangsar South City Kuala Lumpur. Board of Directors: 20th June 2013 Tan Sri Dato (Dr.) Abdul Aziz Bin Abdul Rahman -- (Chairman, Senior Independent Non-Executive Director) Dato Seri Yong Tu Sang -- (Managing Director) Khairuddin Bin Mohd Hussin -- (Executive Director) Yong Emmy -- (Non-Executive Director) Datuk Haji Mohamed Iqbal Bin M.M. Mohamed Ganey -- (Independent Non-Executive Director) Choong Show Tong -- (Independent Non-Executive Director) Yong Ellen -- (Alternate Director to Yong Emmy) To : The Shareholders of BTM Resources Berhad Dear Sir/Madam, PROPOSED DISPOSAL OF THE WOODWASTE FIRED COGENERATION SYSTEM (BOILER) BY BESUT TSUDA WOOD PRODUCTS SDN BHD A WHOLLY-OWNED SUBSIDIARY OF BTM RESOURCES BERHAD FOR A PRICE OF RINGGIT MALAYSIA FOUR MILLION AND TWO HUNDRED THOUSAND ONLY (RM4,200,000.00) ( PROPOSED DISPOSAL ) 1. INTRODUCTION On 7 May 2013, the company announced that it will be seeking its Shareholders approval for Proposed Disposal. THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH DETAILS OF THE PROPOSED DISPOSAL AND TO SEEK YOUR APPROVAL FOR THE ORDINARY RESOLUTION PERTAINING THERETO TO BE TABLED AT THE FORTHCOMING EGM OF BTM RESOURCES BERHAD. YOU ARE ADVISED TO READ THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE ORDINARY RESOLUTION TO GIVE EFFECT TO THE PROPOSED DISPOSAL AT THE FORTHCOMING EGM OF BTM RESOURCES. 2. PROPOSED DISPOSAL The company s wholly-owned subsidiary, Besut Tsuda Wood Products Sdn. Bhd. ( the Vendor ) had on 29th April 2013 enter into an Assets Sale Agreement ( the Agreement ) with Messrs Khas Promosi Sdn. Bhd. ( the Purchaser ) for disposal of a unit of the Woodwaste Fired Cogeneration System (Boiler) for a disposal price of Ringgit Malaysia Four Million Two Hundred Thousand (RM4,200,000.00) on as-is-where-is basis. The Woodwaste Fired Cogeneration System (Boiler) consists of a complete system and turbine genset system which will produce a total of 18 ton per hour per day of superheated steam at a pressure of 24 bar and 280 C superheated. This 18 ton per hour per day will be distributed to two (2) users ie:- i) 14 ton per hour per day for full condensing turbine genset to produce 1.5 Megawatt of electricity to be used in manufacturing of moulding and finger-jointed timber. ii) 4 ton per hour per day for new kiln drying rooms. This steam will pass through a backpressure turbine genset to produce 160 Kilowatt of electricity. 1

6 3. SALIENT TERMS OF ASSETS SALE AGREEMENT 3.1 Payment of 10% of the purchase price ( Deposit ) has been made to the Besut Tsuda Wood Products Sdn. Bhd. upon execution of the Assets Sale Agreement on 29th April The balance of 90% of the Purchase price will be paid on no later than six (6) months from the date of Agreement. 3.2 Completion of the Proposed Disposal is subject to the following condition:- (i) the Vendor having obtaining the approval from its board of directors and its holding company, namely BTM Resources; (ii) the Purchaser having obtaining the approval of its shareholders for the purchase of plant and machinery; (iii) if required, the approval from the shareholders of BTM Resources for the sale of the Woodwaste Fired Cogeneration System (Boiler) by the Vendor to the Purchaser; (iv) the Vendor having obtained the consent from its Chargee (Bank Perusahaan Kecil & Sederhana Malaysia Berhad) in respect of the sale of the Woodwaste Fired Cogeneration System (Boiler) to the Purchaser. Bank Perusahaan Kecil & Sederhana Malaysia Berhad had granted term loans to Besut Tsuda Wood Products Sdn. Bhd. and these term loans are secured by a debenture creating First Fixed and Floating charges on all present and future assets of Besut Tsuda Wood Products Sdn. Bhd. for RM9,675, As at 31st May 2013, the amount of loan outstanding is RM8,548,082.00; and (v) if required, the approval consents authorizations, permits or waiver of the relevant authorities and any other third parties necessary or appropriate to carry out the sale and purchase of Woodwaste Fired Cogeneration System (Boiler) pursuant to the terms of this Agreement having been obtained. As at the date of this circular, only the Vendor have obtained the approval from its board of directors and its holding company on 29th April (1) Termination and Breach The Vendor shall be at liberty to give notice to the Purchaser terminating the Agreement at anytime in the event :- (1) the purchaser defaults in the payment of the balance of purchase price; (2) there is any breach by the Purchaser of any of its representations, warranties, covenants, undertakings or obligations under the Agreement which is :- (a) (b) not capable of remedy ; and capable of remedy but is not remedied within fourteen (14) days from the date of written notice from vendor requiring the same to be remedied, whereupon upon such termination :- (i) (ii) the Deposit shall be forfeited in favour of the Vendor as agreed liquidated damages; the Purchaser shall within fourteen (14) days of a notice terminating the Agreement being duly given return and/or cause to be returned all documents delivered to the Purchaser to the Vendor (if the same has been delivered) with their respective interest intact and in the same condition as they were delivered; (iii) upon the compliance by the Purchaser of Clause 3.3(1)(2) above, the vendor shall return and/or cause to be returned any moneys received by it or for its account as Balance (other than the Deposits to be forfeited by the Vendor as agreed liquidated damages pursuant to sub-clause (i) above) to the Purchaser and/or its financier (as the case may be), free of interest; And thereafter the Agreement shall cease to be of any further effect as provided in Clause 3.3(3) of the Agreement (2) The Purchaser shall be entitled, at any time upon default of the Vendor to complete the sale in accordance with the provision of the Agreement and provided that the Purchaser shall have performed and observed its obligations under Agreement, to give notice to the Vendor to terminated the Agreement and in exchange for the refund of any moneys, free of interest the Purchaser shall return and/or cause to be returned all documents delivered to the Purchaser to the Vendor (if the same have been delivered). With their respective interest intact and in the same condition as they were delivered and thereafter this Agreement shall cease to be of any further effect save as provided in Clause 3.3 of the Agreement.

7 3.3 (3) Following the giving of a notice under the provisions of Clause 3.3(1) or 3.3(2) of the Agreement, neither party shall have any further obligation under the Agreement to the other party, save in respect of :- (i) (ii) their respective obligations under Clause 3.3(1) or 3.3(2) (as the case may be); any obligation under the Agreement which is expected to apply after the termination of the Agreement; and (iii) any rights or obligation which have accrued in respect of any breach of any of the provision of the Agreement to either party prior to such termination. 3.3 (4) Following the giving of a notice under the provisions of Clause 3.3(1) or 3.3(2), the Vendor shall be at absolute liberty to resell or otherwise to dispose of the Woodwaste Fired Cogeneration System (Boiler) at such price and in such manner and to such persons as the Vendor shall think fit without further reference to the Purchaser. 3.3 (5) In lieu of the rights under the foregoing provision of Clause 3.3(1), the Vendor shall be at liberty in the alternative to take such action in law as may be necessary to compel the Purchaser by way of specific performance to complete the sale or purchase in accordance with the provisions of the Agreement (in which respect the alternative remedy of monetary compensation shall not be regarded as compensation or sufficient compensation for any default of the Purchaser in the performance of the terms and conditions herein) and/or for damages for the Purchaser s breach of the Agreement. 4. RATIONALE FOR THE PROPOSED DISPOSAL Besut Tsuda Wood Products Sdn. Bhd. is principally engaged in kiln-drying operations, timber moulding and manufacturing of finger jointed timber and lamination boards. Kiln-drying operation is a process of drying the moisture content of the sawn timber to an acceptable level for end user of sawn timber. The Woodwaste Fired Cogeneration System (Boiler) is used to generate steam and electricity by burning the waste timber and sawdust produced in the process of manufacturing of moulding timber finger-jointed timber and moulding board. The Woodwaste Fired Cogeneration System (Boiler) was acquired in 1998 at the cost of RM8,227, is still not fully installed and not in used because the plant required an area of 150 square metres for installation, 300 square metres for steam kiln drying chambers and storage area of 250 square metres for storing of woodwaste timber, hence the land available in factory is too congested for the plant to be installed and the plant is also not feasible to install due to the plant required at least 92 tons per day of woodwaste timber and sawdust for fuel consumption however Besut Tsuda Wood Products Sdn Bhd only produce about 15 tons per day of woodwaste timber and sawdust which is not sufficient to run the Woodwaste Fired Cogeneration System (Boiler). Upon fully installation of the Woodwaste Fired Cogeneration System (Boiler), a certification is required from the manufacturer (Vycke N,V.) to certified that the plant is working properly and an approval of Department of Occupational Safety and Health. The Woodwaste Fired Cogeneration System (Boiler) is classified as capital work-in-progress and has not been installed yet due to the production of the Group has not reached the optimal level to activate the assets. There is no depreciation charged on the capital work-in-progress as the depreciation only commences when the assets are ready for their intended use. The Group has assessed the carrying amount and impairment loss of RM4,113, to reflect the market value in the year Given that the Woodwaste Fired Cogeneration System (Boiler) is not in used by the Besut Tsuda Wood Products Sdn. Bhd., the management considered the disposal is the best option for the Group. 5. BASIS OF CONSIDERATION 5.1 The disposal consideration is Ringgit Malaysia Four Million Two Hundred Thousand (RM4,200,000.00) and was arrived at on a willing buyer and willing seller on as-is-where-is basis. Based on the Valuation Report prepared by Messrs Henry Butcher Malaysia (Terengganu) Sdn. Bhd. dated 28th April 2013, the valuer has assessed and placed a value of RM4,100, on the Woodwaste Fired Cogeneration System (Boiler) by replacement cost method. 5.2 Liabilities to be assumed There are no liabilities to be assumed by Messrs Khas Promosi Sdn. Bhd. arising from Proposed Disposal. 3

8 5.3 Risks Relating to Proposed Disposal Shareholders should carefully consider, in addition to other information contained herein, the risk factors associated with the Proposed Disposal before voting on the ordinary resolution pertaining to the Proposed Disposal. The risk factors including the following :- i) Non-Completion of the Assets Sale Agreement The completion of the Agreement is subject to inter alia, the fulfillment of various conditions precedent as set out in Section 3.2 above, which includes, among others, the approvals from the shareholders of BTM Resources and the Purchaser and other parties, if required and the consent from the Vendor s chargee (Bank Perusahaan Kecil & Sederhana Malaysia Berhad). The non-fulfillment of any conditions precedent may result in the Agreement being terminated. The company will take all reasonable steps to ensure that the said conditions precedent and terms and conditions are met within the stipulated timeframe to facilitate the Proposed Disposal. Nonetheless, there can be no assurance that the Agreement will not be terminated through the non-fulfillment of certain conditions precedent and terms and conditions within the stipulated timeframe. Pursuant to the Agreement, the Vendor is required to obtain the consent from the chargee for the sale. In the event that the abovesaid consent cannot be obtained, the non-compliance of the said requirement will constitute a non-fulfillment of the conditions precedent for the Agreement and will result in the termination of the Agreement. Nonetheless, the Board will continue to make all reasonable effort to obtain the consent from the chargee for the Proposed Disposal in accordance to the terms of the Agreement. 6. EFFECTS OF THE PROPOSED DISPOSAL 6.1 Share Capital and Substantial Shareholders Shareholdings The Proposed Disposal will not have any effect on the issued and paid-up share capital of the company, substantial shareholders shareholdings in the company. 6.2 Gain On Proposed Disposal The gain on the Proposed Disposal are as follows :- RM Disposal Price 4,200, Audited Net Book Value at ,113, Expenses incurred on Disposal 25, Gain on disposal of Boiler 60, The estimated expenses to be incurred from the Proposed Disposal are as follows: RM Legal fee 16, Valuation fee 9, ,

9 6.3 Net Assets, Net Assets Per Share and Gearing Bases on the audited consolidated balance sheet of BTM Resources as at 31st December 2012, the proforma effect of the Proposed Disposal on the Net Assets and Gearing of BTM Resources are as follows: Audited as at After the Proposed Disposal (RM 000) (RM 000) Share Capital 40,734 40,734 Share Premium 7,628 7,628 Revaluation Reserves 8,664 8,664 Accumulated Losses (45,671) *(45,610) Shareholders Funds / Net Assets 11,355 11,441 No. of Shares in issue ( 000) 40,734 40,734 Net Assets per share (RM) Bank Borrowings 8,884 8,884 Gearing Ratio (times) Note : * After accounting for a gain on disposal of RM60,809 over the audited net book value of the Boiler and expenses incurred on the Proposed Disposal. 6.4 Earning and EPS Based on the audited consolidated financial statement of BTM Resources Group for the Financial Year Ended 31st December 2012, the proforma effects of the Proposed Disposal on the EPS of BTM Resources are as follows: Proforma Consolidated Earning ^Proforma Consolidated EPS (RM 000) (RM 000) Audited loss attributable to owners of (2,087) (5.1) the Company the Financial Year Ended 31st December 2012 Add : Proforma gain from the Proposed Disposa l # Proforma profit attributable to owners of the Company for the Financial Year Ended 31st December (2,026) (5.0) Note : # The proforma gain of RM60,809 is based on the Disposal Consideration less the audited net book value of the Boiler as at 31st December 2012 of RM4,113,746 and expenses incurred for the Proposed Disposal of RM25,445 ^ Computed based on 40,734,196 shares in issue Based on the above, assuming the Proposed Disposal had been effected on 1st January 2012, the Group is expected to realize an estimated non-recurring after-tax gain on disposal of RM60,809 for the Financial Year Ended 31st December The proceeds arising from the Proposed Disposal will be utilized for working capital of the Group and the nature of working capital is for operational and administrative expenses including but not limited to purchase of raw materials, workers and staff salaries and wages. The respective breakdown are yet to be determine and timeframe for full utilization of the proceeds will be six months from the date of completion of the Proposed Disposal. 5

10 7. INFORMATION ON PURCHASER Khas Promosi Sdn. Bhd. ( the Purchaser ), is a company Incorporated in Malaysia under the Companies Act 1965 on 28 August 1989 having its registered address at No. 19-3, Jalan Selatan 3, Bandar Tasik Selatan, Kuala Lumpur. The authorized capital of capital of Khas Promosi Sdn. Bhd. comprise of RM50, and issued and paid-up capital comprise of 10,000 shares of RM1.00 each. The Directors of Purchaser are Encik Yahya Bin Zakaria and Cik Siti Noor Hidayah Radiah Binti Yahya. The major shareholders of purchaser are Encik Yahya Bin Zakaria and Cik Siti Noor Hidayah Radiah Binti Yahya both holding 5,000 Ordinary Shares of RM1.00 each. Currently Khas Promosi Sdn. Bhd. is a dormant company and has no principal business activities. 8. APPROVAL REQUIRED The Proposed Disposal is subject to the Approval of Shareholders of the company. The Proposed Disposal does not required any relevant authorities approval. 9. OUTSTANDING PROPOSALS ANNOUNCED PENDING COMPLETION Save for the Proposed Disposal and those as disclosed below, the Board is not aware of any outstanding corporate proposal which has been announced but pending completion :- (i) Proposed reduction of the issued and paid-up capital share of BTM Resources pursuant to Section 64(1) of the Company Act, 1965( Act ) involving the cancellation of RM0.80 of the par value of each ordinary share of RM1.00 each in BTM Resources; (ii) Proposed reduction of RM2,873,163 from the share premium account of BTM Resources pursuant to Sections 60(2) and 64(1) of the Act ; (iii) (iv) (v) Proposed amendments to the Memorandum & Articles of Association of BTM Resources to facilitate the change in the par value of the ordinary shares in BTM Resources from RM1.00 to RM0.20 arising from the Proposed Par Value Reduction; Proposed renounceable rights issue of up to 118,734,576 new ordinary shares of RM0.20 each in BTM Resources together with up to 59,367,288 free new detachable warrants at an issue price of RM0.20 per Rights Share on the basis of two (2) Rights Shares for every one (1) BTM Resources Share held after the Proposed Par Value Reduction together with one (1) Warrant for every two (2) Rights Shares subscribed, based on a minimum subscription level of 36,328,586 Rights Shares together with 18,164,293 Warrants on an entitlement date to be determined and announced later; and Proposed exemption for Dato Seri Yong Tu Sang and persons acting in concert with DSYTS ( PACs ) from the obligation to undertake a take-over offer for all the remaining BTM Resources Shares and convertible securities not already owned by them under Paragraph 16.1 of Practice Note 9 of the Malaysian Code on Take-overs and Mergers The Proposed Disposal is not conditional or inter-conditioner upon the above proposals. 10. EXPECTS TIME FRAME FOR COMPLETION Barring unforeseen circumstances, the Proposed Disposal is expected to be completed by the fourth quarter of INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED None of the Directors, Major Shareholders and Persons connected to them have any interest, direct or indirect in the Proposed Disposal. 12. DIRECTORS RECOMMENDATION The Board having considered all aspect of the Proposed Disposal including but not limited to the market value of the Boiler as ascribed by the Valuer, the salient terms of the Agreement, the basis of the Disposal Consideration, rationale for the Proposed Disposal and the financial effects of the Proposed Disposal, is of the opinion that the Proposed Disposal is :- (i) (ii) in the best interest of BTM Resources as the Proposed Disposal will generate cash proceeds for working capital. fair, reasonable and on normal commercial terms as the disposal consideration is based on the value of Woodwaste Fired Cogeneration System (Boiler) as appraised by a valuer. (iii) Not detrimental to the interests of the minority shareholders 6 Accordingly, the Board recommends that you vote in favour of the ordinary resolution in relation to the Proposed Disposal to be tabled at the forthcoming EGM.

11 13. EGM The EGM, the notice of which is enclosed with this Circular will be held at Arcadia 2, Level 3, Hotel Armada, Lorong Utara C, Section 52, Petaling Jaya, Selangor Darul Ehsan on 5th July 2013 at a.m. for the purpose of considering if thought fit, passing the resolution so as to give effect to the Proposed Disposal. If you are unable to attend and vote in person at the EGM, you may complete, sign and return the enclosed Form of Proxy an accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at registered office of the Company at Level 2, Tower 1, Anevue 5, Bangsar South City, Kuala Lumpur not less than forty-eight (48) hours before the time fixed for the EGM. The lodging of the Form of Proxy does not preclude you from attending and voting in person should you subsequently decide to do so. 14. FURTHER INFORMATION Shareholders are advised to refer to the attached Appendix 1 for further information. Yours faithfully, For and on behalf of the Board BTM RESOURCES BERHAD ( T) Tan Sri Dato (Dr) Abdul Aziz Bin Abdul Rahman Independent Non-Executive Director 7

12 8 APPENDIX 1 FURTHER INFORMATIONS 1. Directors Responsibility Statement This Circular has been seen and approved by the Board and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no material facts, the omission of which would make any statement herein misleading. 2. Material Litigation, Claims Or Arbitration BTM Resources and its subsidiary companies are not involved in any material litigation, claims and/or arbitrations, either as plaintiff or defendant as at the date of their circular and the Directors are not aware of and do not have any knowledge of any proceedings pending or threatened against the Company and/or its subsidiaries or of any facts likely to give rise to any proceedings which may materially affect the financial position or business of the company and/or its subsidiaries. 3. Consent And Conflict Of Interest Henry Butcher Malaysia (Terengganu) Sdn. Bhd. has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references thereto in the form and context in which they appear in this Circular Henry Butcher Malaysia (Terengganu) Sdn. Bhd. has confirmed that no conflict of interest exist or is likely to exist in its capacity as independent valuer for the Proposal Disposal. 4. Material Commitments And Contingent Liabilities Save as disclosed below, the Board is not aware of any other material commitments and contingent liabilities which are incurred or known to be incurred by BTM Resources :- Contingent Liabilities The contingent liabilities of our Group as at financial year ended 31 December 2012 are as follows : Corporate Guarantees given to banks for credit facilities --- RM14,675,000 granted to subsidiary companies 5. Material Contracts Save as disclosed below, neither BTM Resources nor any of its subsidiaries has entered into any other contracts which are material within the two (2) years preceding the date of their Circular. (i) (ii) Log Supply Agreement dated 15th January 2013 entered between Besut Tsuda Wood Products Sdn. Bhd. and Gimzan Plywood Sdn. Bhd, a related party for supply of 3,400 cubic metres of logs to Besut Tsuda Wood Products Sdn. Bhd over a period of two years with effect from 1st January 2013 ; Log Supply Agreement dated 15th January 2013 entered between Besut Tsuda Industries Sdn. Bhd., a wholly owned subsidiary of the company with Sung Lee Timber Trading Sdn. Bhd., a related party for supply of 9,000 cubic metres of logs to Besut Tsuda Industries Sdn. Bhd. over a period of two years with effect from 1st January 2013; and (iii) Assets Sales Agreement dated 29th April 2013 entered between Besut Tsuda Wood Products Sdn. Bhd. and Khas Promosi Sdn. Bhd. for the Proposed Disposal of the Woodwaste Fired Cogeneration System (Boiler) for a Disposal Price of Ringgit Malaysia : Four Million and Two Hundred Thousand (RM4,200,000.00) only. 6. Documents for Inspection Copies of the following documents will be made available for inspection at the Registered Office of the Company during office hours from the date of this Circular up to and including the date of the AGM : (i) Memorandum and Articles of BTM Resources; (ii) Audited Accounts of BTM Resources for the past two (2) financial years ended 31st December 2011 and 31st December 2012; (iii) Log Supply Agreement dated 15th January 2013 between Besut Tsuda Wood Products Sdn. Bhd. and Gimzan Plywood Sdn. Bhd; (iv) Log Supply Agreement dated 15th January 2013 between Besut Tsuda Industries Sdn. Bhd. and Sung Lee Timber Trading Sdn Bhd; (v) (v) Assets Sales Agreement dated 29th April 2013 between Besut Tsuda Wood Products Sdn. Bhd. and Khas Promosi Sdn. Bhd; Report and Valuation of Woodwaste Fired Cogeneration Plant dated 28th April 2013 for Besut Tsuda Wood Products Sdn. Bhd. by Henry Butcher Malaysia (Terengganu) Sdn. Bhd; and (vii) Unaudited Quarterly Report for the financial period ended 31st March 2013.

13 (Incorporated in Malaysia) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of BTM Resources Berhad ( BTM or the Company ) will be held at Acadia 2, Level 3, Hotel Armada, Lorong Utara C, Section 52, Petaling Jaya, Selangor Darul Ehsan on Friday, 5th July 2013 at a.m. for the purpose of considering and, if thought fit, passing with or without modifications the following resolution :- ORDINARY RESOLUTION 1 PROPOSED DISPOSAL OF THE WOODWASTE FIRED COGENERATION SYSTEM (BOILER) BY BESUT TSUDA WOOD PRODUCTS SDN. BHD. A WHOLLY-OWNED SUBSIDIARY OF BTM RESOURCES BERHAD FOR A PRICE OF RINGGIT MALAYSIA : FOUR MILLION AND TWO HUNDRED THOUSAND ONLY (RM4,200,000.00) ( PROPOSED DISPOSAL ) THAT the Proposed Disposal of the Woodwaste Fired Cogeneration System (Boiler) by Besut Tsuda Wood Products Sdn. Bhd., a wholly-owned subsidiary of BTM Resources Berhad for a price of Ringgit Malaysia : Four Million And Two Hundred Thousand Only (RM4,200,000.00) to Khas Promosi Sdn. Bhd. as set out in the Circular to Shareholders dated 20th June 2013 be and is hereby approved AND THAT the Directors or any of them be and are hereby authorised to complete and do all such acts and things to give effect to the Proposed Disposal authorised by this Ordinary Resolution By Order of the Board of BTM RESOURCES BERHAD Heng Ji Keng Mary Margret A/P V. Pelly Chong Seok Tian Company Secretaries Kuala Lumpur 20th June 2013 Notes : i) Only depositors whose name appear in the Record of Depositors as at 28th June 2013 (General Meeting Record of Depositors) be regarded as members and entitled to attend, speak and vote at the meeting. ii) A member entitled to attend the meeting may appoint another person as his proxy to attend and vote in his stead at the meeting and such proxy shall have the same right as the member he represents including the right to vote on a show of hands and on a poll and to demand a poll. iii) A proxy may but need not be a member. iv) Where the member of the Company appoints two or more proxies, the appointments shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy. v) If the appointer is a corporation, the proxy should be executed under its common seal or under the hand of an officer or attorney duly authorised. vi) Where a member of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ), there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds. vii) The instrument appointing a proxy must be deposited at the registered office of the Company at HMC Corporate Services Sdn Bhd, Level 2, Tower 1, Avenue 5, Bangsar South City, Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

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15 (Incorporated in Malaysia) PROXY FORM I/We (Block Letters) of being a Member / Members of BTM Resources Berhad hereby appoint (NRIC No.) of _ or failing him/her _ (NRIC No.) of _ as my/our* proxy to vote for me/us* and on my/our* behalf at the Extraordinary General Meeting of BTM Resources Berhad to be held at the Acadia 2, Level 3, Hotel Armada, Lorong Utara C, Section 52, Petaling Jaya, Selangor Darul Ehsan on Friday, 5th July 2013 at a.m. and any adjournment thereon for/against the resolution(s) to be proposed thereat. RESOLUTION FOR AGAINST Ordinary Resolution 1 Proposed Disposal Please indicate with an X in the appropriate boxes on how you wish your vote to be cast on the Resolution specified in the Notice of Meeting. Unless voting instructions are indicated in the space above, the proxy will vote as he/she thinks fit. Number of shares CDS A/C No. Date Signature Notes : - i) Only depositors whose name appear in the Record of Depositors as at 28th June 2013 (General Meeting Record of Depositors) be regarded as members and entitled to attend, speak and vote at the meeting. ii) A member entitled to attend the meeting may appoint another person as his proxy to attend and vote in his stead at the meeting and such proxy shall have the same right as the member he represents including the right to vote on a show of hands and on a poll and to demand a poll. iii) A proxy may but need not be a member. iv) Where the member of the Company appoints two or more proxies, the appointments shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy. v) If the appointer is a corporation, the proxy should be executed under its common seal or under the hand of an officer or attorney duly authorised. vi) Where a member of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ), there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds. vii) The instrument appointing a proxy must be deposited at the registered office of the Company at HMC Corporate Services Sdn Bhd, Level 2, Tower 1, Avenue 5, Bangsar South City, Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

16 Please fold here Stamp BTM RESOURCES BERHAD ( T) Level 2, Tower 1, Avenue 5, Bangsar South City Kuala Lumpur Please fold here