Maxim Signs Definitive Agreement With Quest Oil & Gas Ventures Inc. - Seite 3

At Stage 2, Maxim will pay to Quest a minimum of US$1,875,000 as cash consideration. Should Stage 1 and Stage 2 not be completed concurrently, the Quest Shares issued as part of Stage 1 and the Maxim Shares issued as consideration for such Quest Shares shall be held in escrow pending the completion of Stage 2.

Stage 3 - Upon the completion of Stages 1 and 2, Maxim shall have the option (the "Option") to pay to Quest up to a further US$1,875,000 within 6 months and one day from the closing date of Stages 1 and 2 as consideration for the transfer of the balance of the remaining Quest Shares.

The Option shall be exercisable at Maxim's sole discretion, and may be exercised in part or in full, and if exercised in full would result in Maxim owning an aggregate of 50% of the issued and outstanding share capital of Quest and in turn a owning a minimum 17.5% indirect interest in UAQ PL (which, as described above, is the entity which holds the Concession).

In the event the closing of Stage 2 does not occur on or prior to July 31, 2015, and provided that Stage 1 has closed, an aggregate of 10% of the Maxim Shares to be issued pursuant to the SPA (having an aggregate deemed value of US$375,000) and held in escrow following the closing of Stage 1 shall be released to Quest as consideration for a break-fee.

In the event that Stages 1 and 2 close on or prior to July 31, 2015, should Stage 3 not close within six months and one day from the date of the Stage 2 closing, Maxim shall pay to Quest a break-fee comprising that number of Maxim Shares as is equal to 5% of the number of Maxim Shares issuable pursuant to the SPA.

Pursuant to the SPA and as disclosed in Maxim's prior press release dated March 23, 2015, Mr. Ian Baron has been appointed to the board of directors of the Company effective as of the effective date of the SPA. Mr. Baron will also be nominated for re-election at Maxim's annual general and special meeting scheduled for June 8, 2015. In order to facilitate the appointment of Mr. Baron, Mr. Glen MacDonald has resigned as a director of Maxim and the board of directors thank him for his long-standing support of the Maxim.