1.                  INTRODUCTION

The Board of Directors of Texchem Resources Berhad (“TRB”) is pleased to announce that TRB had today, entered into a conditional Share Sale Agreement (“the SSA”) with Texchem Corporation Sdn. Bhd. (“TEXCORP”), to acquire approximately 21% of the issued and paid-up share capital of PT. Technopia Jakarta (“PTTJ”) comprising 310 shares of USD5,000 each (“PTTJ Shares”) from TEXCORP for a total cash purchase consideration of RM5,903,588 (“the Proposed Acquisition”).

2.                  DETAILS OF THE PROPOSED ACQUISITION

The salient terms of the Proposed Acquisition as set out in the SSA are as follows:-

(a)          The Proposed Acquisition shall be completed within :

(i)         fourteen (14) Business Days (as hereinafter defined) after the date upon which all conditions as set out in Section 7 herein have been satisfied and/or waived in accordance with the provisions of the SSA; or

(ii)        such other period as may be agreed upon between the parties upon which completion is to take place;

whichever shall be the later (“Completion Date”).

Business Day means a day on which banks, licensed to carry on banking business under the provisions of the Banking and Financial Institutions Act 1989, are open for business in Kuala Lumpur and Penang, except a Saturday, Sunday or public holiday;

(b)               PTTJ Shares will be acquired free from all liens, charges and encumbrances and with full legal and beneficial title with effect from the Completion Date; and

(c)                The total purchase consideration for the PTTJ Shares of RM5,903,588 shall be paid by TRB to TEXCORP in the following manner:-

(i)      a refundable non-interest bearing deposit of 30% of the purchase consideration of RM1,771,076.40 shall be paid by TRB to TEXCORP immediately upon signing of the SSA; and

(ii)     the balance of RM4,132,511.60 shall be paid by TRB to TEXCORP on  the Completion Date.

TRB intends to finance approximately 50% of the purchase consideration for the Proposed Acquisition through its internally generated funds and the balance by bank borrowings.  TRB does not assume any other liabilities arising from the Proposed Acquisition save for duties or taxes (if any) imposed by any authorities in respect of the Proposed Acquisition.

It is expected that the Proposed Acquisition will be completed by the first quarter of 2008.

The cost of investment of TEXCORP in the PTTJ Shares is RM5,903,588 and was incurred in 2002.

The purchase consideration of RM5,903,588 for the Proposed Acquisition was arrived at based on a willing-seller willing-buyer basis after taking into consideration

(i)      the net assets of PTTJ based on its audited financial statements for the financial year ended 31 December 2006 of IDR59,305,356,382 equivalent to approximately RM20,904,470.75 based on the exchange rate of approximately RM1 = IDR2,836.97 as at 21 February 2008;

(ii)     profit after tax of PTTJ for the financial year ended 31 December 2006 of IDR5,457,214,858 equivalent to approximately RM1,923,606.83 based on the exchange rate of approximately RM1 = IDR2,836.97 as at 21 February 2008; and

(iii)    the prospective business potential and the prospective future earnings of PTTJ.

3.                  BRIEF INFORMATION ON PTTJ AND TEXCORP

(a)               PTTJ

PTTJ was incorporated on 26 March 2002.

It has an authorised share capital of USD7,365,000 comprising 1,473 shares of USD5,000 each and an issued and paid-up capital of USD7,365,000.

PTTJ is in the business of producing and selling mosquito coils for local and export markets.

(b)       TEXCORP

TEXCORP was incorporated in Malaysia pursuant to the Companies Act, 1965 on 26 June 1980.

It has an authorised share capital of RM50,000,000 comprising 45,000,000 ordinary shares of RM1.00 each and 5,000,000 6.5% non-convertible redeemable preference shares of RM1.00 each and an issued and paid-up share capital of RM20,400,000 comprising 20,400,000 ordinary shares of RM1.00 each.

TEXCORP is involved in the provision of management services for the Texchem Group (i.e. TRB and its associated and subsidiary companies), investment holding and new business developments.

4.                  RATIONALE FOR THE PROPOSED ACQUISITION 

As the manufacturing of household insecticides products including mosquito coils is one of the core businesses of the TRB Group, the Proposed Acquisition will enable the TRB Group to expand and grow further its Family Care Division and consolidate the future earnings of PTTJ as well as to have increased direct penetration into the mosquito coils market in Indonesia. With a huge population of approximately 235 million people, TRB sees great potential in the mosquito coils and household insecticide products market in Indonesia. The Proposed Acquisition therefore represents further steps towards achieving the TRB Group's vision to be the top player in the household insecticides industry in ASEAN by the year 2010.

5.                  PROSPECTS AND RISK FACTORS

The Proposed Acquisition is expected to increase the profitability of and have a positive contribution to the TRB Group in the long run.

However, as PTTJ is involved in the mosquito coils and household insecticide products industry it will always be subject to risks inherent in such industry such as dependence on key personnel, change in the general economic conditions, change in consumers' preferences, new competitors and various other risks.

Certain statements in this announcement are based on historical data which may not be reflective of the future results, and any forward-looking statements in nature are subject to uncertainties and contingencies. All forward-looking statements are based on forecasts and assumptions made by PTTJ, and although believed to be reasonable, are subject to unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from the future results, performance or achievements express or implied in such forward-looking statements. Such factors include, inter-alia, general economic and business conditions, competition and the impact of new laws and regulations affecting PTTJ. In the light of these and other uncertainties, the inclusion of any forward-looking statements in this announcement should not be regarded as a representation of TRB that the plans and objectives of PTTJ will be achieved.

6.                  EFFECTS OF THE PROPOSED ACQUISITION

(a)               Net Assets (“NA”)

Based on the audited consolidated balance sheet of the TRB Group as at 31 December 2006, the Proposed Acquisition is not expected to have any material effect on the NA of the TRB Group.

(b)               Earnings, Earnings Per Share and Gearing

         The Proposed Acquisition is not expected to have any material effect on the earnings, earnings per share and gearing of the TRB Group for the financial year ending 31 December 2008.

(c)                Major Shareholders

The Proposed Acquisition will not have any effect on the shareholdings of the major shareholders of TRB.

(d)               Share Capital

The Proposed Acquisition does not have any effect on the share capital of TRB.

7.                  CONDITIONS OF THE PROPOSED ACQUISITION

The Proposed Acquisition is conditional upon the following :

(a)        the approval of Badan Koordinasi Penanaman Modal;

(b)        the approval of the shareholders of TEXCORP; and

(c)        the approval of any other relevant authorities or other persons (if required).

The Notice of the Extraordinary General Meeting which is to be held on 10 March 2007 at 4.00 p.m., to seek the approval of the shareholders of TEXCORP has been sent today, to the shareholders of TEXCORP.

The applications for such other approvals are expected to be submitted within a month from the date hereof.

8.         INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS

Tan Sri Dato’ Seri Fumihiko Konishi ("TSFK") is a Director of TEXCORP and TRB as well as the President Director of PTTJ and Director of some of the subsidiaries of TEXCORP. TSFK is also a major or substantial shareholder of TRB, TEXCORP and PTTJ.

Mr Lee Siew Khee, Jeffrey is a director of TRB, a director of TEXCORP and some of the subsidiaries of TEXCORP. He is also a Commissioner of PTTJ.

Mr Wong Kin Chai is a director of TRB and also a director of TEXCORP.

Mr Yap Kee Keong is a director and shareholder of TRB and does not consider himself independent.

Mr Brian Tan Guan Hooi is a director and shareholder of TRB as well as a director of some of the subsidiaries of TEXCORP. He is also the President Commissioner of PTTJ.

Texchem Holdings Sdn Bhd ("THSB"), Introplus Sdn Bhd (In Member’s Voluntary Liquidation) ["ISB"] and TEXCORP are companies related to TSFK and are also major or substantial shareholders of TRB. TRB, THSB and ISB are also major or substantial shareholders of TEXCORP and PTTJ.

Puan Sri Datin Seri Atsuko Konishi, a director of THSB and ISB, is the wife of TSFK and also a shareholder of TRB, TEXCORP and THSB.

Ms Mari Konishi and Ms Mika Konishi, the daughters of TSFK, are also the shareholders of TRB and TEXCORP. Mr Yuma Konishi, the son of TSFK is a Director of THSB, TEXCORP and some subsidiaries of TRB.

Save for the above, as at the date of this announcement, none of the Directors and major or substantial shareholders of TRB or any person connected to the Directors or the major or substantial shareholders of TRB have any interest, direct or indirect in the Proposed Acquisition.

9.                  DIRECTORS' RECOMMENDATION

Having considered all aspects of the Proposed Acquisition, the Board of Directors of TRB (except TSFK, Mr. Lee Siew Khee, Jeffrey, Mr. Wong Kin Chai, Mr. Yap Kee Keong and Mr. Brian Tan Guan Hooi) is of the opinion that the Proposed Acquisition is in the best interest of TRB.

10.              COMPLIANCE WITH SECURITIES COMMISSION’S GUIDELINES

To the best of TRB’s knowledge, the Proposed Acquisition is in compliance with and there is no departure by TRB from the Securities Commission’s Guidelines.

11.       DOCUMENTS FOR INSPECTION

The SSA for the PTTJ Shares is available for inspection by the shareholders of TRB from Mondays to Fridays, during normal office hours (except for public holidays) at the registered office of TRB at Level 18, Menara Boustead Penang, 39, Jalan Sultan Ahmad Shah, 10050, Penang, for a period of three (3) months from the date of this announcement.