【BARAKAH 7251 交流专区】巴勒卡岸外石油（前身 Vastalx能源）

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Notice of Interest Sub. S-hldr (Section 137 of CA 2016)

BARAKAH OFFSHORE PETROLEUM BERHAD

Particulars of Substantial Securities Holder

Name	BAXTECH RESOURCES SDN. BHD.
Address	Suite 102, B09/2, Blok B, 2nd Floor Pusat Perdagangan Taman Dagang Jalan Dagang Besar Ampang 68000 Selangor Malaysia.
Company No.	199901001044 (475944-X)
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares
Name of registered holder	BAXTECH RESOURCES SDN. BHD.
Address of registered holder	Suite 102, B09/2, Blok B, 2nd Floor,Pusat Perdagangan Taman Dagang,Jalan Dagang Besar,68000 Ampang,Selangor

Date interest acquired & no of securities acquired
Date interest acquired	06 Oct 2021
No of securities	66,862,800
Circumstances by reason of which Securities Holder has interest	Private Placement
Nature of interest	Direct Interest
Total no of securities after change
Direct (units)	66,862,800
Direct (%)	6.667
Indirect/deemed interest (units)	0
Indirect/deemed interest (%)	0
Date of notice	07 Oct 2021
Date notice received by Listed Issuer	07 Oct 2021

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Notice of Interest Sub. S-hldr (Section 137 of CA 2016)

BARAKAH OFFSHORE PETROLEUM BERHAD

Particulars of Substantial Securities Holder

Name	DAKOTA INTEGRATED SERVICES SDN. BHD.
Address	Suite 102, B09/2, Blok B, 2nd Floor Pusat Perdagangan Taman Dagang Jalan Dagang Besar Ampang 68000 Selangor Malaysia.
Company No.	199901014238 (489138-D)
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares
Name of registered holder	DAKOTA INTEGRATED SERVICES SDN. BHD.
Address of registered holder	Suite 102, B09/2, Blok B, 2nd Floor,Pusat Perdagangan Taman Dagang,Jalan Dagang Besar,68000 Ampang,Selangor

Date interest acquired & no of securities acquired
Date interest acquired	06 Oct 2021
No of securities	63,678,857
Circumstances by reason of which Securities Holder has interest	Private Placement
Nature of interest	Direct Interest
Total no of securities after change
Direct (units)	63,678,857
Direct (%)	6.349
Indirect/deemed interest (units)	0
Indirect/deemed interest (%)	0
Date of notice	07 Oct 2021
Date notice received by Listed Issuer	07 Oct 2021

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Name	ENCIK NIK HAMDAN BIN DAUD
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	26 Oct 2021	27,265,000	Acquired	Direct Interest
	Name of registered holder	Nik Hamdan Bin Daud
	Description of "Others" Type of Transaction

Circumstances by reason of which change has occurred	Acquisition of Shares
Nature of interest	Direct Interest
Direct (units)	92,137,837
Direct (%)	9.187
Indirect/deemed interest (units)	10,891,800
Indirect/deemed interest (%)	1.086
Total no of securities after change	103,029,637
Date of notice	27 Oct 2021
Date notice received by Listed Issuer	27 Oct 2021

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Type	Announcement
Subject	AUDIT REPORT - MODIFIED OPINION / MATERIAL UNCERTAINTY RELATED TO GOING CONCERN QUALIFIED OPINION
Description	BARAKAH OFFSHORE PETROLEUM BERHAD ("BARAKAH" OR "COMPANY") - STATEMENT OF COMPLIANCE WITH PARAGRAPH 9.19(37) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD ON QUALIFIED OPINION IN THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
The Board of Directors of the Company wishes to announce that Messrs. HLB AAC PLT, the Company’s Independent Auditors, had expressed a qualified opinion and material uncertainty related to going concern in the Company’s Audited Financial Statements for the financial year ended 30 June 2021 (“AFS”). Pursuant to Paragraph 9.19(37) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Company hereby sets out below the full details of the qualified opinion and material uncertainty related to going concern by the Independent Auditors’ Report dated 21 October 2021 contained in the AFS (a copy of which is attached with this Announcement):- A. DETAILS OF THE QUALIFIED OPINION DISCLOSED IN THE INDEPENDENT AUDITORS’ REPORT Qualified Opinion We have audited the financial statements of Barakah Offshore Petroleum Berhad, which comprise the statements of financial position as at 30 June 2021 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 16 to 89. In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the accompanying financial statements give a true and fair view of the financial position of the Group and of the Company as at 30 June 2021, and of their financial performance and their cash flows for the year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia. Basis for Qualified Opinion Because we were appointed as auditors of the Group in 2020 and that a modified opinion on the existence and valuation of inventories as at 30 June 2019 was issued in the auditors’ report, we were not able to observe the counting of the physical inventories or satisfy ourselves concerning those inventory quantities as at the beginning of the previous financial year by alternative means. Since opening inventories affect the determination of the results of operations, we were unable to determine whether adjustments to the results of the operations and opening retained earnings might be necessary for 2020. Our audit opinion on the current year’s financial statements is also modified because of the possible effect of this matter on the comparability of the current year’s figures and the corresponding figures. We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion. Material Uncertainty Related to Going Concern We draw attention to Note 2.1 to the financial statements, the financial statements of the Group and of the Company have been prepared on a going concern basis notwithstanding that: As at 30 June 2021, the Group’s current liabilities exceeded its current assets by RM166.737 million and it has a deficit in shareholders’ fund amounting to RM89.777 million; As disclosed in Note 14 to the financial statements, an indirect wholly-owned subsidiary of the Group, Kota Laksamana 101 Ltd (“KL101 Ltd”) had received first and second notice of demand of its term loan facilities from a licensed bank on an event of default in payment of loan instalments on 17 May 2019 and 16 August 2019 respectively. On 22 October 2019, KL101 Ltd received a notice of termination, recall and demand of the facilities for an outstanding amount of USD43.590 million. On 17 May 2019, the Group has become an Affected Listed Issuer pursuant to Paragraph 2.1(f) of Practice Note 17 (“PN17”) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) after the event of default in payment of the principal and interest pursuant to Paragraph 9.19A of the Listing Requirements and the Group was unable to provide a solvency declaration to Bursa Securities. As an Affected Listed Issuer, the Group is required to submit a regularisation plan to address its financial situation to Bursa Securities. As at the date of this report, the Group is in the process of formulating a regularisation plan, which is due for submission on 17 November 2021. On 8 July 2019, a wholly-owned subsidiary of the Group, PBJV Group Sdn. Bhd. (“PBJV”) received a notice of suspension of its license from a major customer, Petroliam Nasional Berhad (“PETRONAS”) for a period of three years with effect from the date of the letter. The implications of the suspension letter are as follow: During the suspension period, PETRONAS, including its subsidiaries and any Petroleum Arrangement Contractors (“PACs”) will not award any new contracts to PBJV; PBJV will not be allowed to bid for new projects undertaken by PETRONAS, including its subsidiaries and any PACs during the suspension period; and PBJV is still allowed to continue and complete its existing and on-going contracts with PETRONAS and its subsidiaries and PACs in accordance to the terms and conditions of the existing and on-going contracts.       ​5.  As disclosed in Note 28 to the financial statements, the Group and the Company is involved in several pending material litigations. These conditions, indicate the existence of material uncertainties that may cast significant doubt on the Group’s and the Company’s ability to continue as going concerns. Our opinion is not modified in respect of this matter. B. STEPS TAKEN OR PROPOSED TO BE TAKEN TO ADDRESS THOSE KEY AUDIT MATTERS PERTAINING TO THE MATERIAL UNCERTAINTY RELATED TO GOING CONCERN The Company have implemented the following initiatives to address the going concern matter: On 5 April 2021, PBJV has conducted Court Convened Meeting of Scheme Creditors as part of the Group’s initiative to regularise the operations. The proposed debt settlement has been agreed by the requisite majority of 75% of the respective class of creditors. As at the date of the AFS, PBJV has fully paid the agreed settlement sum. On 26 July 2021, the Company and KL101 Ltd entered into a settlement agreement with the licensed bank whereby a final registered negotiated settlement of USD12.650 million to be paid over 11 quarterly instalments of USD0.138 million and a final instalment of USD11.138 million. On 7 October 2021, the Company has completed the listing and quotation of 167,157,000 shares pursuant to private placement for total proceeds of RM9.912 million. The ability of the Group and of the Company to continue as going concerns is also dependent on the approval of the regularisation plan by Bursa Securities, successful and timely implementation of the regularisation plan to attain sustainable operations, continuous support from its creditors and lender and favourable outcome from the material litigations as disclosed in Note 28 to the AFS. The Company is currently formulating a plan to regularise financial conditions to uplift the Group from the PN17 status which is due for submission on 17 November 2021. C. TIMELINE FOR THE STEPS REFERRED TO IN SUB-PARAGRAPH (B) ABOVE Barring any unforeseen circumstances, the Company expects to resolve the abovementioned issues relating to the qualified opinion and material uncertainty related to going concern in the subsequent financial year. D.  ALL KEY AUDIT MATTERS DISCLOSURE IN THE EXTERNAL AUDITORS’ REPORT Please refer to page 10 to 12 of the AFS enclosed to this Announcement. This announcement is dated 29 October 2021.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3205584

Attachments Barakah Offshore Petroleum Berhad - AFS (FY2021).pdf

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Type	Announcement
Subject	OTHERS
Description	BARAKAH OFFSHORE PETROLEUM BERHAD ("BARAKAH" OR THE "COMPANY") - JOINT VENTURE AGREEMENT ("JVA") BETWEEN PBJV GROUP SDN BHD [REGISTRATION NO. 200001021929 (524536-A)], A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY AND NAZCO ENGINEERING AND CONSTRUCTION SDN. BHD. [REGISTRATION NO. 201801016383 (1278399-D)]
1.0          INTRODUCTION The Board of Directors of the Company wishes to announce that PBJV GROUP SDN BHD [REGISTRATION NO. 200001021929 (524536-A)] (“PBJV”), a wholly-owned subsidiary of the Company, had on 8 November 2021 entered into a Joint Venture Agreement (”JVA”) with NAZCO ENGINEERING AND CONSTRUCTION SDN. BHD. [REGISTRATION NO. 201801016383 (1278399-D)] (“NAZCO”) on the understanding to collaborate efforts and work as a team in venturing into potential business development(s) and project(s) within the states of Malaysia (and other regions) on upstream and downstream oil & gas Projects acceptable and capable by the Parties towards securing contracts and/or projects (hereinafter referred to as “the Project”) to perform works and provide services (hereinafter referred to as “Works”) as may be awarded by prospective clientele which includes any entities, the government, semi- government authorities and private sectors in Malaysia (hereinafter referred to as “Client”). 2.0          DETAILS OF THE PARTIES TO THE JVA 2.1   PBJV PBJV is incorporated on 24 August 2000 as a private limited company by shares in Malaysia and having its registered address at BO3-B-13-1, Level 13, Menara 3A, KL Eco City, No. 3, Jalan Bangsar, 59200 Kuala Lumpur and business address at No. 3, Jalan Teknologi, Taman Sains Selangor 1, Kota Damansara PJU 5, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia. The total issued share capital of PBJV is RM25,000,000 comprising 25,000,000 ordinary shares. PBJV is in the business of providing and carrying out onshore and offshore pipeline services comprising pre-commissioning, commissioning and de-commissioning, offshore transportation and installation of pipelines and structure, EPCC of onshore pipeline and construction, topside major maintenance and hook-up and commissioning, ship management and chartering and underwater services and other related activities. 2.2   NAZCO NAZCO is incorporated on 26 April 2018 as a private limited company by shares in Malaysia and having its registered address at No. 53, Jalan SS15/4, 47500 Subang Jaya, Selangor Darul Ehsan and business address at No. 14-2, 2nd Floor, Jalan USJ 1/33, Taman Subang Permai, 47600 Subang Jaya, Selangor Darul Ehsan. The total issued share capital of NAZCO is RM5,000,000.00 comprising 5,000,000 ordinary shares. NAZCO is engaged in engineering and specialised in tankage fabrication and installation activities whereby NAZCO is the only local company in Malaysia has the capability for double-wall tank fabrication and installation with experience and equipment to air raise the Dome Roof. NAZCO is also specialised in piping work and mechanical installation. In addition, NAZCO is a ClDB-certified G7 company and licensed PETRONAS vendor with paid-up capital of RM5 million having provided services to major clientele in the Oil and Gas and Petrochemical industry. 3.0          SALIENT TERMS OF THE JVA All parties agreed with the following pursuant to the JVA:- The Parties have agreed to co-operate and collaborate with each other in a joint venture and through the means of a joint arrangement to the formation of an unincorporated joint venture agreement (hereinafter referred to as “the JV”) for the purpose of the execution of the Works for the Project which shall be executed between the Client and the Parties hereto (hereinafter referred to as “the Contract”) for the performance of the Works. The Parties agree to work exclusively with each other to carry out the business venture of the JV and the Works in relation to the Project in Malaysia and other regions to be agreed upon by both Parties from time to time. The Parties agree on the following tentative split of responsibilities that will be further defined on a “Project-to-Project” basis: - PBJV’s primary responsibilities are to provide management and supervision in the JV, engineering, project and operation assurance, training, marine spread, technical and asset management expertise, onshore and offshore pipeline services comprising pre-commissioning, commissioning and de- commissioning, offshore transportation and installation of pipelines and structure, EPCC of onshore pipeline and construction, topside major maintenance and hook-up and commissioning, ship management and chartering and underwater services and other related activities, etc; NAZCO’s primary responsibilities are to provide technical support, expertise, manpower and equipment in the JV in respect of the Project which may include, to name a few, engineering, procurement, construction of tankage work, piping work and mechanical installation, etc; In addition thereto, the Parties hereby agree that the scope of work to be performed by the Parties for the Contract to be signed with the Client may vary based on ’project-to-project’ basis and will be divided among the Parties based on respective Party’s areas of expertise and resources guided by the ’Responsibility Matrix’ and ‘Project Work Matrix’ to be mutually agreed upon between the parties under a supplementary agreement during or after any tender process, which shall form the basis of the agreement between Parties. 4.0          ​RATIONALE The joint venture would strengthen PBJV’s core competencies in the oil & gas industry and construction industry particularly in the specialization of tankage fabrication and installation activities. 5.0          RISK FACTORS The risk related to the transaction in connection with the joint venture are typical to any commercial contract. These include breaches or non-performance of joint venture or other obligations under the joint venture. 6.0          FINANCIAL EFFECTS Currently, the JVA is not expected to have any material effect on the earnings per share, net assets per share and gearing of the Company for the financial year ending 30 June 2022. 7.0          DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS AND PERSONS CONNECTED TO DIRECTORS AND MAJOR SHAREHOLDERS None of the major shareholders and/or directors of the Company and/or persons connected with them have any interest, direct or indirect, in the JVA. 8.0          APPROVAL REQUIRED The JVA is not subject to the approval of the shareholders of the Company or any regulatory authorities. 9.0          DOCUMENTS AVAILABLE FOR INSPECTION The JVA dated 8 November 2021 is available for inspection at the business address of PBJV at No. 3, Jalan Teknologi, Taman Sains Selangor 1, Kota Damansara PJU 5, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia, during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this Announcement. This announcement is dated 8 November 2021.

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Sep 2021

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Sep 2021	30 Sep 2020	30 Sep 2021	30 Sep 2020
		$$'000	$$'000	$$'000	$$'000

1	Revenue	17,542	32,628	17,542	32,628
2	Profit/(loss) before tax	96,592	-2,537	96,592	-2,537
3	Profit/(loss) for the period	92,985	-2,938	92,985	-2,938
4	Profit/(loss) attributable to ordinary equity holders of the parent	92,985	-2,938	92,985	-2,938
5	Basic earnings/(loss) per share (Subunit)	11.13	-0.35	11.13	-0.35
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.0019		-0.1074