Xenous Hldgs. Inc. (XITO)

[adijas]

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 22, 2017, M101 Corp., a Nevada corporation (“MOZO”) entered into a Heads Of Agreement with Meridian 101 Degree Sdn. Bhd., a corporation organized and existing under the laws of Malaysia (“Meridian101”) to explore and negotiate in relation to a proposed acquisition by MOZO, which may involve, but not limited to, the assets or equity interests of Meridian.

Meridian 101 is the beneficial owner of a freehold land located at Jalan Kamunting, 50300 KL and the developer of Meridian 101 Dang Wangi. The subject property is found in an area popularly referred to as “heritage row”. It is located within an established commercial area developed with high rise and medium rise residential, office building as well as shopping complexes.

Meridian 101 owns the assets, which are located within the Meridian 101 Dang Wangi project):

- Private car park office at ground floor;

- 12th floor for the office and lobby;

- Private function room on the 24th floor;

- Private AV room on the 24th floor;

- Private terrace on the roof top (25th floor; a 3-story glass house for sky bar is still under construction); and

- An automated/mechanical car park with 120 bays.

The parties expect to determine the terms of the acquisition and complete the transaction within the next six (6) months. The acquisition is subject to additional conditions, including completion of a satisfactory due diligence review of Meridian 101’s assets, operations and financial statements and approval by MOZO’s Board of Directors.

Dato Yap Tinga Hau and his wife, Datin Chan Heng Si, are officers and directors of MOZO and are members Meridian 101’s six-member Board of Directors. Dato Yap and Datin Chan are also the sole owners of Vertical Meridian Sdn Bhd, a Malaysian corporation, which owns a sixty-five percent (65%) stake in Meridian 101.

https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12444686