Maxim Signs Definitive Agreement With Quest Oil & Gas Ventures Inc. - Seite 2

The Concession rights are held pursuant to a Petroleum Concession Agreement, ("PCA") with the government of Umm Al-Quwain under a company known as UAQ Petroleum Limited ("UAQ PL"), a Hong Kong domiciled company. Quest's current equity interest in UAQ PL is held through the following corporate structure:

1. Quest holds a 50% interest in CanEmir Petroleum (UAQ) Corp. ("CanEmir"), a company domiciled in the British Virgin Islands, the remaining 50% being held by Arawak Euroasia FZE ("Arawak"), a wholly-owned subsidiary of Arawak Energy International Limited; and

2. CanEmir owns 70% of UAQ PL, and the remaining 30% is owned by PTTEP FLNG Holding Limited ("PTTEP"), a Hong Kong domiciled company. PTTEP has an option to withdraw from UAQ PL, in which case CanEmir's interest in UAQ PL would increase to 100%.

Pursuant to the terms of the SPA, Maxim will acquire up to 50% of the issued and outstanding shares of Quest ("Quest Shares"), which will in turn provide Maxim with an indirect 25% equity ownership interest in CanEmir, the company that owns 70% to 100% of UAQ PL (subject to PTTEP's option), which holds the PCA (the "Transaction").

Upon completion of the Transaction, it is expected that Quest will own more than 20% of the issued and outstanding common shares in the capital of Maxim ("Maxim Shares") and will therefore be a "control person" of Maxim as such term is defined in the policies of the TSX Venture Exchange (the "TSXV").

Pursuant to the SPA, Maxim can acquire up to a 50% equity interest in Quest in 3 stages for gross proceeds of up to US$7,500,000, through the payment of cash consideration of up to US$3,750,000 and the issuance of the Maxim Shares with an aggregate deemed value of US$3,750,000.

Stages 1 and 2 may be completed concurrently on or prior to July 31, 2015. Upon the successful closing of Stages 1 and 2, QI shall transfer to Maxim a minimum of such number of Quest Shares equal to 37.5% of the issued and outstanding share capital of Quest. As consideration for the transfer of such Quest Shares, Maxim will issue to Quest US$3,750,000 worth of Maxim Shares (being Stage 1) at a price per share equal to the price of the Maxim Shares to be issued in a private placement financing which Maxim intends to complete by June 30, 2015 and concurrent with its proposed secondary listing on the Alternative Investment Market in London ("AIM") with Maxim's proposed UK broker and nominated advisor, SP Angel Corporate Finance LLP.