Memorandum Of Understanding

We refer to the announcements dated 19 April 2021, 27 July 2021 and 10 September 2021 on the Memorandum of Understanding entered into between BHB and Next Generation Oil Sdn Bhd (“NGO SB”). We wish to announce the following progress:

i)     The Company, had on 22 November 2021 entered into a Subscription Agreement with Next Generation Oil (Group) Sdn Bhd (“NGO Group”), (formerly known as Next Generation Ventures Sdn Bhd) for the subscription of 200 ordinary shares of RM 1.00 each (“Subscription Shares”) representing 10% equity interest in the resulting enlarged total issued and paid-up share capital of NGO Group for a cash consideration of RM 200.00 from its internal generated funds. NGO Group is the intended immediate holding company under the restructuring exercise currently being explored by the promoters and shareholders of NGO SB. The Parties shall as soon as practicable after the date of the Subscription Agreement confirm and execute the agreed terms or form of the Shareholders Agreement which will govern the relationship between the parties; and

ii)     The Company is also currently exploring and negotiating to subscribe for equity interest in Next Generation Oil (Southern) Sdn Bhd (“NGO Southern”), the entity to whom NGO SB intends to novate the Leasing Agreement hereafter.

It is understood and agreed that the Subscription Agreement and Shareholders Agreement will supersede and replace all prior agreements and understandings, oral and written between BHB and NGO SB which includes but not limited to the Memorandum of Understanding dated 19 April 2021.

This announcement is dated 22 November 2021.