NATURAL BIO RESOURCES BERHAD ("NATBIO" or "Company") (i) Proposed acquisition of a 3 storey intermediate shop office with semi basement, bearing the postal address of No. 104, 104-01 & 02, Jalan Molek 2/2, Taman Molek, 81100 Johor Bahru, Johor (“Property 104”) for a cash consideration of RM1.25 million by Power Root Marketing Sdn Bhd (“PRM”), a wholly-owned subsidiary of Natural Bio Resources Berhad (“Natbio” or “Company”) from Scudai Development Sdn Bhd (“Vendor” or "Scudai") (“Proposed Acquisition 104”); and (ii) Proposed acquisition of a 3 storey corner shop office with semi basement, bearing the postal address No. 106, 106-01 & 02, Jalan Molek 2/2, Taman Molek, 81100 Johor Bahru, Johor (“Property 106”) for a cash consideration of RM2.55 million by PRM from the Vendor (“Proposed Acquisition 106”) Collectively known as the “Proposed Acquisitions”.

1. INTRODUCTION

The Board of Directors of Natbio is pleased to announce that its wholly-owned subsidiary PRM had on 1 July 2009 entered into 2 separate Sale and Purchase Agreements (collectively referred to as the “Agreements”) for the Proposed Acquisition 104 and Proposed Acquisition 106 with the Vendor for a total cash consideration of RM3.8 million (“Purchase Consideration”).

2. DETAILS OF THE PROPOSED ACQUISITIONS

2.1 Details of the Properties

The details of the properties are as follows:

			Property 104	Property 106
(a)	Description	:	HS (D) 420174, PT No. 185888 in the Mukim of Plentong, State of Johor	HS (D) 420175, PT No. 185889 in the Mukim of Plentong, State of Johor
(b)	Postal Address	:	No. 104, 104-01 & 02, Jalan Molek 2/2, Taman Molek, 81100 Johor Bahru, Johor	No. 106, 106-01 & 02, Jalan Molek 2/2, Taman Molek, 81100 Johor Bahru, Johor
(c)	Land size/built-up area	:	1,919.96 square feet / 5,909 square feet	3,667.47 square feet / 11,213 square feet
(d)	Building	:	3 storey shop office with semi basement	3 storey shop office with semi basement
(e)	Age of building	:	2 years	2 years
(f)	Existing use	:	Vacant	Vacant
(g)	Status	:	Freehold	Freehold
(h)	Encumbrances	:	The property is free from all charges and encumbrances	The property is free from all charges and encumbrances

Natbio is unable to obtain the information on the net book value of the properties.

2.2 Basis of Determining the Purchase Consideration

The Purchase Consideration of RM3.8 million for the Proposed Acquisitions was arrived at on a willing-buyer and willing-seller basis, after taking into consideration the prevailing market value of the commercial property within the vicinity and the condition and location of the properties.

No valuation was carried out on the properties. The Purchase Consideration for the Proposed Acquisitions is to be entirely satisfied by cash.

2.3 Terms of Payment

Upon execution of the Agreements, a deposit of RM380,000 representing 10% of the total Purchase Consideration was paid to the Vendor. The balance of the Purchase Consideration amounting to RM3.42 million representing 90% of the total Purchase Consideration shall be paid within 90 days from the date of Agreements.

2.4 Approvals Required

The Proposed Acquisitions are not subject to the approval of the shareholders or any other relevant authorities.

2.5 Source of Funding

The Purchase Consideration is to be funded from internally generated funds.

2.6 Encumbrances

The properties are to be acquired free from any encumbrances.

2.7 Liabilities to be assumed

There are no liabilities to be assumed by Natbio arising from the Proposed Acquisitions.

3. INFORMATION ON THE VENDOR

Scudai Development Sdn Bhd was incorporated on 6 September 1989 under the Companies Act, 1965. The principal activity of Scudai is property development. The authorised share capital of Scudai is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each and the current issued and paid-up share capital of Scudai is RM3,500,000 comprising 3,500,000 ordinary shares of RM1.00 each.
Natbio is unable to obtain the information on the Vendor’s original cost and date of investment of the properties.

4. PROSPECTS AND RATIONALE FOR THE PROPOSED ACQUISITIONS

The acquisition of the properties will increase and provide additional operations space for PRM’s food and beverage outlet business.

5. 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.

6. FINANCIAL EFFECTS OF THE PROPOSED ACQUISTIONS

6.1 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.

6.2 Earnings, Net Assets and Gearing

The Proposed Acquisitions will not have any material effect on the earnings, net assets and gearing of the Natbio Group for the financial year ending 28 February 2010.

7. INTEREST OF DIRECTORS AND MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM

None of the Directors and/or major shareholders of Natbio and persons connected to them have any interest, direct or indirect, in the Proposed Acquisitions.

8. DEPARTURE FROM THE SECURITIES COMMISSION’S GUIDELINES FOR THE MAIN AND SECOND BOARD MARKET (“SC GUIDELINES”)

The Proposed Acquisitions have not departed from any of the requirements of the SC Guidelines.

9. STATEMENT BY DIRECTORS

The Directors of Natbio, after having considered all aspects of the Proposed Acquisitions, are of the opinion that the Proposed Acquisitions are in the best interest of the Natbio Group.

10. ESTIMATED TIME FRAME FOR THE PROPOSED ACQUISITIONS

Barring any unforeseen circumstances, the Proposed Acquisitions are expected to be completed within 90 days from the date of the Agreements, unless otherwise extended.

11. DOCUMENTS FOR INSPECTION

Copies of the Agreements are available for inspection at the registered office of Natbio 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 3 July 2009.