1. Introduction

The Board of Directors of MRB (“Board”) is pleased to announce that the Company had on 26 June 2020 entered into a Memorandum of Understanding (“MOU”) with Hadid Oil & Gas LLP (BIN No. 140440029416) (“HAG”) to establish joint strategic collaboration to collaboratively engage in any potential business opportunities particularly in the field of oil and gas, construction and any other sectors (“Joint Strategic Collaboration”) where MRB and HAG (collectively referred to as “Parties”) identified and jointly agreed to pursue, in the Republic of Kazakhstan and/or any other countries and region (“Project”).

2. Information on HAG

HAG is a company incorporated in the Republic of Kazakhstan and having its business address at Yegizbaeva Street, 7/9, Office 174, 050046 Almaty City, Republic of Kazakhstan.

HAG is involved in providing comprehensive range of services in engineering, procurement, construction and commissioning (EPCC), maintenance, repair and overhaul (MRO), and underwater services (UWS) for the energy industry in the Republic of Kazakhstan.

3. Salient Terms of the MOU

(i) The MOU is not intended to create any legally binding obligations on either party but, rather, as a record of the Parties’ present understanding, principles and intentions to establish Joint Strategic Collaboration pending execution of formal agreements whether amongst the Parties themselves or their respective nominees or the Parties with other third parties.

(ii) The specific activities, detailed scope of work and areas of responsibility under the MOU will be identified through consultation between the Parties and shall be outlined in the ensuing agreements.

(iii) The MOU is effective from the execution date of the MOU and shall continue in force for a period of one (1) year and may be extended subject to the mutual agreement in writing of the Parties (“Duration of MOU”).

(iv) HAG agrees to work with MRB on exclusive basis to source and identify potential business opportunities in the Republic of Kazakhstan, that HAG sees fit and in line with the respective MRB’s business and visions.

(v) The relationship between the Parties is exclusive and the MOU shall preclude the Parties from being involved in a similar project in the Republic of Kazakhstan, whether in competition or not, or entering into any such relationship or arrangement with other parties in establishing a similar project within the same jurisdiction as the Joint Strategic Collaboration or in competition with the Joint Strategic Collaboration.

(vi) The Parties may invite other parties to be involved in the Joint Strategic Collaboration subject to the mutual agreement of the Parties.

(vii) HAG shall immediately inform MRB of any event, which could have a negative influence on or endanger the successful accomplishment of the tasks described in the MOU.

(viii) The Joint Strategic Collaboration covered by the MOU shall terminate upon completion of the Duration of MOU, unless extended or be terminated by the Parties with a written one (1) month notice from either side.

4. Rationale of the MOU

The MOU will provide the Parties an opportunity to explore and establish collaboration particularly in the field of oil and gas, construction and other sectors based on the respective Parties’ experience, local presence, strength and forte.

5. Risk Factors

The risks factors involved in the MOU at this juncture is minimal and in the event the MRB enters into a definitive agreement for the implementation of the Project, Management of MRB Group would put in place control measures and operational procedures in planning the successful implementation of the project with its current business operations.

6. Financial Effects and Percentage Ratio

The effects on the total issued shares, substantial shareholders’ shareholdings, financial position in respect of the net assets and gearing ratio of MRB as well as earnings level of MRB cannot be determined at this juncture as formal agreements in relation to the Project has yet to be identified. Similarly, the highest percentage ratio applicable for the Project is not available at this juncture.

The above information will be announced immediately upon the signing of the formal agreements in relation to the Project.

7. Directors and/or Major Shareholders’ Interest and/or persons connected with them

None of the Directors and/or major shareholders of MRB and/or persons connected to them have any interest, direct or indirect, in the matter.

This announcement is dated 26 June 2020.