BELARAROX LIMITED — M&A Activity 2023

May 16, 2023

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Date: 17 May 2023

BELARAROX TO SETTLE ACQUISITION OF TMT PROJECT IN ARGENTINA

Acquisition Highlights

• Acquisition documents executed and all conditions precedent under the binding agreement fulfilled including registration and confirmation of good standing of all 14 TMT Project tenements.

• Completion of technical, financial, corporate and legal due diligence.

• Registration secured for Fomo Ventures No 1 to operate in Argentina.

• BRX Board approval granted for the issue of securities to the Vendors.

• Renowned geologist Jason Ward will remain in charge of exploration programmes in Argentina.

• Prominent exploration geologist Dr Steve Garwin has been engaged to process, interpret and report on Sentinel-2 & Aster Geophysical Imagery.

• Acquisition enables BRX to immediately pursue intensive exploration activities on highly prospective zinc and copper porphyry tenements.

Belararox Limited ( ASX:BRX ) (“ Belararox ” or “ the Company ”) is pleased to announce that it will shortly complete settlement under the Binding Agreement to acquire all the shares in Fomo Ventures No 1 Pty Ltd the owner of the highly prospective TMT Project in the prolific San Juan province of Argentina. (See ASX release dated 23 March 2023 for details of the Acquisition).

Following shareholder approval at a general meeting of shareholders held on 27 April 2023, (see ASX release dated 27 April 2023) and upon Settlement, the Company will acquire all the shares in Fomo Ventures No 1 Pty Ltd ( Fomo) an unlisted Australian company registered to operate in Argentina.

Fomo’s wholly owned Argentinian subsidiary company GWK Minerals SA is the registered holder of all 14 tenements that comprise the highly prospective TMT Project located in the prolific San Juan province of Argentina.

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Consideration

In consideration for the Acquisition, BRX will issue to the Vendors -

• a. 2,500,000 fully paid ordinary shares in the capital of BRX (Consideration Shares), subject to a 12 month voluntary escrow period applicable from the date of issue of the Consideration Shares;

• b. 1,000,000 options (ASX: BRXO) with an exercise price of $0.95 and expiring on 6 June 2024 (Consideration Options),

• c. 10,500,000 Performance Shares (Performance Shares) as follows:

• i. 2,500,000 Stage 1 Performance Shares upon achieving a drilling intersection of at least 30m @ 1.0% ZnEq.

• ii. 4,000,000 Stage 2 Performance Shares upon achieving a JORC compliant Inferred Resource of at least 25Mt =or > 1% ZnEq @0.80% ZnEq Cut off.

• iii. 4,000,000 Stage 3 Performance Shares upon achieving a JORC compliant Inferred Resource of at least 50Mt =or > 0.5% CuAuEq @0.30% CuAuEq Cut off.

Royalty Deeds

In addition, BRX will grant to the Vendors, or their respective nominees, a 1.0% net smelter royalty (NSR) in respect of each of the Tenements together with an option for BRX to buy back 50% of the NSR for US$2,000,000 and to buy back the remaining 50% of the NSR for a further payment of US$5,000,000 (Royalty Consideration),

Services Agreement

Under the Services Agreement with Condor Prospecting Pty Ltd ( Condor) , BRX will issue to Condor or its nominees 3,004,000 fully paid ordinary shares escrowed until 30 June 2024 in lieu of services to be provided by Condor,

Fomo Option Agreements

The Company will assume Fomo’s obligations under two option agreements relating to the acquisition of the TMT Project.

The first anniversary payment of option agreement #1 has been completed by the company.

Belararox’s Managing Director, Arvind Misra, commented:

“We are delighted to finalise the acquisition of Fomo Ventures No 1 Pty Ltd together with its rights to the exciting TMT Project in Argentina.

The Acquisition enables BRX to pursue exploration activities in a highly prospective region in Argentina in partnership with an experienced and highly regarded team led by Jason Ward, a renowned geologist.”

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TMT Project Update

• Since securing rights to acquire the TMT project in January 2023, the Company has advanced exploration on multiple fronts at the Argentine project with assistance from Condor Prospecting. The TMT project is located in San Juan Province in an underexplored gap between two renowned metallogenic belts ( Figure 1 ). San Juan province has been ranked as the #1 destination in South America for mining investments.

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Figure 1: TMT Project and inferred metallogenic belts

Notable advances at the project include:

• Secured and registered ground of over 32,000 ha in one of the most prolific sectors of the Andean range.

• The transfer of all tenements to GWK Minerals S.A. has been registered in San Juan mines department ( Figure 2 on page 4 ).

• Desktop review of the project’s historical data with compliance to the 2012 JORC standard underway.

• A technical due diligence expedition was made on the site by one of the Company´s geologists with geologists from Condor Prospecting to validate the historical information.

• A field trip was conducted in February 2023 to check the condition of the project’s main access track and historical campsite. Both were found to be in good condition.

• A field trip was made during mid-April to investigate the condition of the project’s northern access track.

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• A total of 9 Environmental Impact Assessments (EIAs) comprising the whole TMT project have been completed by a consultant based in San Juan province, and have already been submitted to the mines department. These EIAs include repairing the access track, reinstating the historical campsite, building new access tracks to the northern areas of interest and an initial drilling stage of 12,000m of diamond drilling.

• Prominent exploration geologist Dr Steve Garwin has been engaged to process, interpret and report on Sentinel-2 & Aster Geophysical Imagery. The analysis of Mr Garwin highlighted the potential of the TMT project, identifying various areas of interest and showing conspicuous anomalies in certain zones which are compatible with high sulfidation and porphyry type deposits.

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Figure 2: Map displaying tenements transferred to GWK Minerals S.A

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This announcement has been authorised for release by the Board of Belararox .

For further information, please contact:

SHAREHOLDER ENQUIRIES Arvind Misra Managing Director Belararox Limited arvind.misra@belararox.com.au

MEDIA ENQUIRIES GENERAL ENQUIRIES Julia Maguire Belararox Limited The Capital Network www.belararox.com.au julia@thecapitalnetwork.com.au info@belararox.com.au

About Belararox Limited (ASX: BRX)

Belararox (BRX) is a mineral explorer focused on securing and developing resources to meet the surge in demand from the technology, battery and renewable energy markets. Our portfolio includes projects prospective for zinc, copper, gold, silver, nickel and lead resources.

Belara is the company’s flagship project located in New South Wales approximately 50km south-east of Dubbo in the East Lachlan Orogen. The project hosts an inferred mineral resource of 5Mt @ 3.41% ZnEq and two historical mines from which mineralisation is yet to be constrained along strike and at depth.

To complement its flagship project, the company recently agreed to acquire the highly prospective TMT base metal project with copper-gold porphyry potential in Argentina’s San Juan Province.

Belararox also holds its Bullabulling project which is a 49km[2] tenement package in Western Australia’s Eastern Goldfields prospective for gold and lithium. The project is surrounded by notable lithium projects and prospects including Future Battery Minerals’ (ASX:FBM) Kangaroo Lithium Project, the historical Ubini Mine and the Red Panda Prospect.

To learn more about Belararox please click here: www.belararox.com.au

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