Interra Resources Limited Announces Strategic Entry Into Thai Solar Farm Sector via Joint Venture and Convertible Bond with Royal Manor Group

Date: 17 November 2025

Key Highlights

• Interra Resources Limited (SGX: 5GI), through its newly incorporated subsidiary, Interra Renewable Energy (Thailand) Co., Ltd. (“IRET”), has entered into a Joint Venture Agreement and a Convertible Bond Agreement with Royal Manor Group Co., Ltd. (“RMG”) in Thailand.
• The agreements position Interra for strategic expansion into the renewable energy sector in Thailand, specifically targeting the solar farm industry.
• The financial commitment includes a S\$4,000,000 (approx. US\$3.08 million) secured, redeemable, convertible bond issued by RMG to IRET, intended to refinance RMG’s existing mortgage loan.
• The transaction is classified as a discloseable transaction under SGX Listing Manual rules, with relative figures ranging from 6.45% to 17.55%.
• This move aligns with Interra’s broader strategic shift towards renewable energy and diversification beyond petroleum exploration and production.

Detailed Overview of the Transaction

Joint Venture Agreement

• A new joint venture company (“Newco”) will be established, jointly owned by RMG (51%) and IRET (49%).
• Newco will develop a solar power plant (up to 10MW capacity) within the premises of RMG’s durian processing factory in Na Yai Am, Chanthaburi, Thailand.
• The solar farm will supply electricity for the factory’s own use and potentially sell power to the Thai government, subject to successful power purchase agreements.
• Both parties will contribute to Newco’s working capital in proportion to their shareholdings.
• Major decisions will require mutual written consent, protecting both parties’ interests.
• Permits, licences, and tendering for engineering, procurement, and construction contracts will be handled jointly, ensuring transparency and competitiveness.
• RMG will appoint two directors to Newco’s board, while IRET will appoint one. Only the appointing party can remove its own director.
• Upon project completion, dividends from profits will be distributed to shareholders, after reserving for statutory and other legal requirements.
• Newco will own all solar farm assets except the underlying land, which remains with RMG.

Convertible Bond and Associated Security

• IRET will purchase a redeemable, secured convertible bond from RMG with a principal amount of S\$4,000,000, at 6% annual interest (monthly rest).
• Bond proceeds must be used exclusively to redeem RMG’s existing mortgage loan on the factory land. Any other use requires IRET’s consent.
• Security for the bond includes a mortgage over RMG’s land, personal guarantees by RMG’s two principal shareholders (Mr. Meng Cheng and Ms. Aunyarin Kulkeatdech, who own 92% of RMG), and a pledge of their shares in RMG.
• If RMG defaults (misses interest or principal payments), interest increases to 9.5% per annum until payment is made.
• IRET holds a conversion right: in case of payment default, the outstanding bond amount can be converted into newly issued RMG shares, subject to Thai foreign shareholding limits.
• Early redemption by RMG is allowed with three months’ notice, minimum redemption of S\$100,000 increments.
• Immediate redemption is triggered upon RMG’s liquidation, winding up, or asset seizure.

Financial Impact & Discloseable Transaction Status

• The investment will be funded from Interra’s internal resources.
• The joint venture company has no assets or operations yet, so its book value is zero.
• Relative figures under SGX Rule 1006: Net asset 6.45%, Net profits 6.98%, Consideration vs. market cap 17.55%. These figures trigger a “discloseable transaction” status but do not require shareholder approval.

Pro Forma Financial Effects

• Net Tangible Assets (NTA): No material change; NTA per share remains at 5.67 US cents.
• Earnings Per Share (EPS): Slight increase from 0.66 to 0.67 US cents, reflecting the interest income from the convertible bond.

Strategic Rationale

• This transaction marks Interra’s formal entry into the solar farm sector in Thailand, complementing its existing petroleum E&P business and ongoing renewable initiatives in Indonesia.
• The investment offers the potential for steady interest income and future equity participation in RMG via conversion rights, while also providing access to the fast-growing Thai renewable energy market.
• It supports Interra’s goal to diversify into sustainable energy, leveraging existing partnerships and infrastructure.

Shareholder Considerations & Price Sensitivity

• This transaction could be price-sensitive given Interra’s pivot towards renewable energy, the scale of investment relative to its market capitalization, and the potential for future equity acquisition in RMG.
• Investors should monitor regulatory approvals, progress on permits and licences, and execution of the solar farm project for potential value creation or risks.
• No directors or substantial shareholders of Interra have any personal interest in the transaction.

About Interra Resources Limited

Interra Resources Limited is a Singapore-incorporated company listed on the SGX Mainboard, traditionally focused on petroleum exploration and production. The company is expanding into renewable energy, including floating solar farms in Indonesia and now solar farm development in Thailand. It also holds a 12.24% stake in Morella Corporation Limited (ASX-listed critical minerals explorer) and rights to acquire equity interests in silica sand concessions in Indonesia.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are advised to conduct their own due diligence and consult their financial advisors before making investment decisions. The information herein is based on company disclosures and may be subject to change as more details emerge or as the transaction progresses.

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