10:42     PREMIUM LAND<00164>-Announcement & Resumption of Trading (9)        

    Completion of the CB Subscription Agreements is                           
    conditional upon, among other things:                                     
                                                                              
    (i)     the Stock Exchange having granted the listing                     
    of, and permission to deal in, the Conversion Shares                      
    to be issued upon exercise of the conversion rights                       
    attached to the Guaranteed Convertible Notes (either                      
    unconditionally or subject to conditions to which                         
    neither the Company nor the CB Subscribers shall                          
    unreasonably object);                                                     
                                                                              
    (ii)    the passing of the necessary resolutions at the                   
    SGM to approve the CB Subscription Agreements, the                        
    issue of the Guaranteed Convertible Notes and the                         
    Conversion Shares upon exercise of the conversion                         
    rights attached to the Guaranteed Convertible Notes;                      
                                                                              
    (iii)   the delivery by the Company to the CB                             
    Subscribers of a certificate confirming accuracy of                       
    the warranties given by the Company;                                      
                                                                              
    (iv)    the delivery of legal opinions reasonably                         
    satisfactory to the CB Subscribers in relation to,                        
    among other things, the Company, the SPV, the CB                          
    Subscription Agreements, the Share Mortgage, the SPV                      
    Assignment of Deposit and the Guarantees;                                 
                                                                              
    (v)     (if required) the Bermuda Monetary Authority                      
    having granted its permission for the issue of the                        
    Guaranteed Convertible Notes and the Conversion                           
    Shares upon exercise of the conversion rights                             
    attached to the Guaranteed Convertible Notes; and                         
                                                                              
    (vi)    the CB Subscribers being satisfied with the                       
    results of a due diligence exercise to be carried out                     
    on the Group.                                                             
                                                                              
    If the conditions set out above have not been                             
    fulfilled (or waived by the CB Subscribers in relation                    
    to conditions (iii), (iv) and (vi) above) within 45                       
    days from the date of the CB Subscription Agreements                      
    (or such other date as may be agreed between the                          
    Company and the CB Subscribers), the CB Subscription                      
    Agreements will lapse and be of no further effect and                     
    the parties shall be released from further                                
    obligations without any liability save in respect of                      
    any antecedent breach, and further announcement will                      
    be made by the Company.                                                   
                                                                              
    Completion                                                                
    Completion of the CB Subscription Agreements will                         
    take place on the day falling 5 days from the                             
    fulfilment of the conditions set out above (or such                       
    later date as may be agreed between the CB Subscribers                    
    and the Company) and neither the Company nor any CB                       
    Subscriber shall be obliged to complete any CB                            
    Subscription Agreement unless the CB Subscription                         
    Agreements are completed simultaneously.                                  
                                                                              
    Issue of securities                                                       
    Other than a Complying Issue (as defined below), the                      
    Company shall not issue or agree to issue any shares,                     
    options, warrants or other securities convertible                         
    into Shares or grant or agree to grant any of the                         
    foregoing before completion of the CB Subscription                        
    Agreements.                                                               
                                                                              
    "Complying Issue" means issue or agree to issue by                        
    the Group of any Shares, options, warrants or other                       
    securities convertible into Shares:                                       
                                                                              
    (a)     pursuant to the subscription agreement between                    
    the Company and Peakhill Investments