OTHERS THREE-A RESOURCES BERHAD ("3A" OR "THE COMPANY") VARIATION AND EXTENSION OF TIME FOR THE UTILISATION OF PROCEEDS ARISING FROM PRIVATE PLACEMENT OF UP TO 20% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF 3A

THREE-A RESOURCES BERHAD

We refer to our announcement on 17 May 2012 (Ref. No. CK-120517-41703) whereby 3A had resolved and approved the extension of time until 12 May 2013 for the utilisation of the balance of proceeds amounting to RM12.116 million arising from the Private Placement ("Balance of Proceeds").

As at 31 March 2013, the Company has utilised RM14.039 million out of the proceeds of RM20.0 million for its overseas investment. The remaining proceeds of RM5.961 million("BalanceProceeds") shall expire on 12 May 2013. Its 50% jointly controlled entity, Three-A (Qinhuangdao) Food Industries Co. Ltd. had fully completed its factory in Qinhuangdao. The installation of its machineries and equipment were carried out by stages with the last installation completed by end 2012. Currently the machineries and equipment are in the process of being fine-tuned to produce the intended products. The Board of Directors of 3A do not foresee or expect to incur additional financial commitment for the production and expansion of the above joint controlled entity.

The Board of Directors of 3A wishes to announce that it has resolved to approve the variation to the Balance Proceeds of RM5.961 million for working capital purposes which will be used to finance the Group's day to day administrative expenses. These expenses include, amongst others, payment of staff salaries, utilities expenses and R&D expenses. And further, the Board has resolved to approve the extension of time for the Balance Proceeds to be fully utilised by 31 December 2013.

The Board of Directors of 3A is of the opinion that the extension of time for the utilisation of the Balance of Proceeds is in the best interest of the Company.