MEMORANDUM OF UNDERSTANDING Minetech Resources Berhad (“Minetech” or “the Company”) – Memorandum of Understanding Between Tesdec Hydropower Sdn Bhd and Techmile Resources Sdn Bhd, a wholly-owned subsidiary of Minetech

December 9, 2022

1. Introduction

The Board of Directors of Minetech (“Board”) is pleased to announce that Techmile Resources Sdn Bhd [Registration No. 202001021725 (1378045-K)] (“TRSB”), a wholly-owned subsidiary of Minetech had on 9 December 2022 entered into a Memorandum of Understanding (“MOU”) with Tesdec Hydropower Sdn Bhd [Registration No. 202001012029 (1368349-H)] (“TESDEC”) to establish a joint collaboration to undertake engineering, procurement, construction and commissioning (“EPCC”) works for the development of a total of 30MW Mini-Hydro Project in Terengganu. (“Development”) (“Joint Collaboration”).

(TRSB and TESDEC shall, hereinafter collectively be referred to as “the Parties” and individually as “Party”).

2. Information on TESDEC

TESDEC is a company incorporated in Malaysia as a private company limited by shares and having its business address at Kawasan Perindustrian Bukit Khor, 21600 Marang, Terengganu Darul Iman, Malaysia.

TESDEC is established under Tesdec Berhad, through its subsidiary company, Tesdec Services Sdn Bhd as shareholder.

The total issued share capital of TESDEC is RM50,000 comprising of 50,000 ordinary shares. TESDEC is principally engaged in the renewal energy activities, development and facilities in Terengganu.

3. Information on TRSB

TRSB is a company incorporated in Malaysia as a private company limited by shares and having its business address at D-G-5, Block D, Parklane Commercial Hub, No. 21, Jalan SS7/26, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan. TRSB provides comprehensive range of services in EPCC, maintenance, repair and overhaul (MRO) for energy industry. The total issued share capital of TRSB is RM3,000,000 comprising of 3,000,000 ordinary shares.

4. Salient Terms of the MOU

(i) The Parties agree to cooperate in relation to the Development whereby TRSB shall undertake the role as the turnkey contractor until completion of works and Commercial Operation Date, including but not limited to the following:-

(a) Execute the role as the turnkey contractor as stipulated by the Feasibility Design and Subsequent Detail Design by Design Consultant and Project Management Consultant / Consultancy; and

(b) Manage within TESDEC’s standard, on time and on budget and meeting all related government and international standards.

(ii) The Parties agree that this MOU shall constitute a non-binding agreement amongst them, and is intended as an outline of their present understanding and intentions, and does not give rise to any legally enforceable rights or obligations for either of them except as otherwise stated in separated agreement(s). (“Formal Agreement”)

(iii) The Parties expressly agree that this MOU shall be effective from the signing date and shall subsist for a period of twelve (12) months. This MOU shall be replaced with a mutually agreed and binding agreement or Letter of Award with regards to EPCC works between the Parties. The duration of this MOU may be mutually extended. The Joint Collaboration covered by this 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.

(iv) The relationship between the Parties shall be limited to this MOU and understanding between the Parties in accordance with the terms of this MOU. Nothing herein contained shall be deemed or construed to constitute any Party, a partner or to create any trust or commercial partnership with the other Party. Neither Party shall have the authority to act for nor to incur any obligation on behalf of the other Party except as expressly provided for in this MOU.

(v) TESDEC shall not use the name of Minetech in any promotional literature or information without the prior written approval of Minetech and vice versa.

5. Rationale of the MOU

The MOU will provide the Parties an opportunity to explore and establish collaboration particularly in the field of EPCC based on the respective Parties’ experience, opportunity, resources and strength.

6. Risk Factors

The risks factors involved in the MOU at this juncture is minimal and in the event Minetech enters into a definitive agreement for the implementation of the Joint Collaboration, Management of Minetech Group would put in place adequate control measures and proper operational procedures to ensure the successful implementation of the Development with its current business operations.

7. 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 Minetech as well as earnings level of Minetech cannot be determined at this juncture as Formal Agreement has yet to be identified. Similarly, the highest percentage ratio applicable for the Joint Collaboration is not available at this juncture.

The above information will be announced immediately upon the signing of the Formal Agreement.

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

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

This announcement is dated 9 December 2022.

Contact Details

Minetech Resources Berhad
Office Headquarters

D-G-5, Block D, Parklane Commercial Hub
No. 21, Jalan SS7/26, Kelana Jaya
47301 Petaling Jaya, Selangor, MALAYSIA
Tel : +(603)7886 7848 | Fax: +(603)7886 3370

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