MAXWELL INTERNATIONAL HOLDINGS BERHAD (MIHB OR THE COMPANY)

MEMORANDUM OF UNDERSTANDING BETWEEN MIHB AND GLOBAL MINING AND

AGRICULTURAL VENTURES CORPORATION (MOU)

1. INTRODUCTION

On behalf of the Board of Directors of MIHB, M&A Securities Sdn Bhd wishes to announce that
the Company entered into an MOU dated 14 August 2017 (the duly executed copy was
received on 15 August 2017) with Global Mining and Agricultural Ventures Corporation (Global
Mining) with the intention to enter into mutual discussions relating to a proposed collaboration
by MIHB together with Global Mining to undertake a joint development of the Global Mines (as
defined hereunder) (Proposal). The Proposal is intended to form part of MIHBs business
regularisation plan.

2. INFORMATION ON GLOBAL MINING

Global Mining is a company incorporated in Republic of the Philippines. Global Mining is the
holder of the operation agreement of mineral mining in the Global Mines (as defined
hereunder) with Sibuyan Nickel Properties Development Corporation (SNPDC), which holds
the leases/rights for mining, extraction and process of nickel ores on two (2) parcels of land
with total area of approximately 1,580 hectares in an area located at Barangays Espana and
Taclobo, Municipality of San Fernando, Sibuyan Island, Province of Romblon, Philippines
(Global Mines).

Further brief information of the Global Mines are as follows:-

Details Description

Minerals and reserve size
The estimated resources per nickel content (1%) are
approximately 19 million metric tonne. The said reserves
is subject to a technical assessment by experts to be
appointed by MIHB as part of the due diligence process
to be undertaken.

Total mining area Approximately 1,580 hectares

Period of rights 25 years (expiring on year 2035)

Based on information given by Global Mining, the Directors and shareholders of Global Mining
are as follows:-

No. of
shares % of shareholdings
Name Designation held held (%)

Engr. Felomino C. Namocatcat President/ Shareholder 3,000 12.00

George Lee Barnes Director/ Shareholder 6,000 24.00
Rachel Marissa Barnes Director/ Shareholder 2,000 8.00
Ashley Lavon Hines Director/ Shareholder 1,000 4.00
Anthony O. Skinn Director/ Shareholder 1,000 4.00
Margie D. Galupo Director/ Shareholder 3,000 12.00
Cyra Claire G. Namocatcat Shareholder 3,000 12.00
Mahjorie Galupo Shareholder 3,000 12.00
Engr. Arnulfo C. Namocatcat Shareholder 3,000 12.00
25,000 100.00

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3. DETAILS OF THE MOU

3.1 Objective of the MOU

The MOU is entered into solely to establish and confirm the understanding and mutual
intentions of the parties concerning the Proposal.

3.2 Exclusive discussion

The parties shall commence exclusive discussions and negotiations, in good faith and in
the best common interests of the parties, on the structures and terms of the Proposal
which will be mutually beneficial and synergistic, with a view to reaching and finalising as
soon as practicable the definitive agreements for formalising the intentions and mutual
agreement of the parties in relation to the Proposal. The discussions and negotiations
shall cover:-

(a) terms and time period of due diligence study by MIHB in relation to the Proposal;

(b) the structure and terms of joint investment agreement in relation to the Proposal;
and

(c) such other matters relevant and pertinent to the Proposal.

3.3 Definitive Agreement

The parties shall enter into formal definitive agreements for the Proposal at the
successful conclusion of discussion and negotiation of the Proposal.

3.4 Obligations

In consideration of Global Mining facilitating Maxwell to carry out operation relating to

extraction and production of nickel ores and other ancillary products (Ores) from the
Sibuyan mining region, Maxwell will, inter alia, for and on behalf of Global Mining, study,
appraise, develop, and produce the relevant Ores reservoirs of the Sibuyan mining
region.

3.5 Liabilities to be assumed

The parties are not expected to assume any other liabilities (including contingent
liabilities) under the definitive agreement to be entered into.

3.6 Duration and exclusivity

The MOU shall be valid for a period of three (3) months from the date of the MOU, and
may be further extended by mutual agreement by both parties. The MOU shall terminate
upon the execution of the definitive agreement for the Proposal.

The parties agree that during the validity of the MOU, Global Mining shall deal exclusively
with MIHB in connection with the Proposal and shall not be involved in discussion with
any third party or parties, or establish any joint collaboration with any third party or
parties for any transaction or proposal similar or conflicting with the Proposal or any
purposes in connection with the business or ownership of Global Mining without prior
written consent of MIHB.

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4 RATIONALE

The MOU provides the group with an opportunity to venture into a new sustainable and
profitable business, which is expected to facilitate a comprehensive regularisation scheme to
uplift MIHB from being an affected listed issuer under Practice Note 17 of the Main Market
Listing Requirements of Bursa Securities Malaysia Berhad. It would also provide the
shareholders of the Company an opportunity to participate in a sustainable and profitable
mining business in the future.

5 DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTEREST

The Directors and substantial shareholders of the Company do not have any interest, direct or
indirect in the above MOU. In so far as the existing Directors and the substantial shareholders
are able to ascertain and are aware, no persons connected to them have any interest, direct or
indirect in the said MOU.

6 DOCUMENTS AVAILABLE FOR INSPECTION

The MOU is available for inspection at the registered office of MIHB at Level 2, Tower I,
Avenue 5, Bangsar South City 59200 Kuala Lumpur during normal business hours on Mondays
to Fridays (except public holidays) for a period of 3 months from the date of this
announcement.

The Company will make a detailed announcement upon the execution of the definitive
agreements in compliance with the requirements of Main Market Listing Requirements of Bursa
Malaysia Securities Berhad.

This announcement is dated 15 August 2017.