Benz Mining Corp. - M&A Activity 2024

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Share Purchase Agreement - Glenburgh & Mt Egerton Projects

Spartan Resources Limited ( Seller ) (ACN 139 522 900)

and

Benz Mining Corp. ( Buyer )

(BC0924856)

Hamilton Locke

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Table	of Contents	of Contents
1.	Definitions and interpretation		6
	1.1	Definitions	6
	1.2	Interpretation	22
	1.3	CDIs and CDN	24
	1.4	Payment details	24
2.	Sale	and purchase	24
	2.1	Sale Shares	24
	2.2	Associated rights	24
	2.3	Title and risk	24
	2.4	Foreign resident capital gains tax withholding payments	24
3.	Conditions precedent		27
	3.1	Conditions precedent to Completion	27
	3.2	Duties in relation to Conditions	28
	3.3	Satisfaction by waiver	29
	3.4	Failure to satisfy Conditions prior to Sunset Date	29
4.	Consideration		29
5.	Termination prior to Completion		30
	5.1	Grounds for Buyer to terminate	30
	5.2	Grounds for Seller to terminate	30
	5.3	Notice of material changes	31
6.	Conduct prior to Completion		31
	6.1	Conduct of Projects	31
	6.2	Franco Nevada Royalty Deed	31
	6.3	Seller restrictive covenants	31
	6.4	Seller permitted acts	32
	6.5	Buyer restricted covenants	33
	6.6	Buyer permitted acts	33
	6.7	Notice to Seller	33
	6.8	Deeds of release	33
7.	Completion		33
	7.1	Time and place for Completion	33
	7.2	Seller’s obligations at Completion	34
	7.3	Buyer’s obligations at Completion	35
	7.4	Consideration Shares	35

Share Purchase Agreement

Hamilton Locke

	7.5	Conditions of Completion	37
	7.6	Right to waive	37
8.	Contingent Consideration		37
	8.1	Milestone Consideration	37
	8.2	Provision of information relating to Mineral Resources	40
9.	After	Completion	40
	9.1	Lodging documents	40
	9.2	Water Licence	40
	9.3	Restrictions on Seller	41
	9.4	Access to Records by Seller	41
	9.5	Orderly Sale Restriction	41
	9.6	Deferred Cash Consideration	42
	9.7	Equity Participation Right	42
	9.8	Buyer Covenants	43
10.	Tenement Maintenance		44
	10.1	Application of clause	44
	10.2	Mining Operations	44
	10.3	Maintenance of Tenements in good standing	44
	10.4	Relinquishment of Tenements	44
	10.5	Assignment of Tenements	45
	10.6	Caveat	45
11.	Tax matters		45
	11.1	Post Completion Date returns	45
	11.2	Straddle returns	46
	11.3	Objections to Straddle Returns	46
	11.4	Deeds of Forgiveness	47
	11.5	Exit from Seller Consolidated Group	47
12.	Seller Warranties		48
13.	Buyer Warranties		48
14.	Indemnities		49
	14.1	Indemnity for Warranty Claims	49
	14.2	Tax indemnity	49
	14.3	Refunds	50
	14.4	Lithium Rights Agreement	50
15.	Qualifications and limitations on Buyer Claims		50
	15.1	Disclosure	50

	15.2	Exclusion of other representations and warranties	51
	15.3	Acknowledgments of the Buyer	51
	15.4	Specific exclusions relating to Seller Warranties	51
	15.5	Knowledge, belief or awareness as to Seller Warranties	51
	15.6	Limitation of liability	52
	15.7	Time limits	52
	15.8	General limitations	52
	15.9	Consequential Loss	53
	15.10	No double recovery	53
	15.11	Independent limitations	54
	15.12	Mitigation of loss	54
	15.13	Entitlement to recover under other rights	54
	15.14	Statutory actions	54
	15.15	Tax effects	54
16.	Buyer	claiming under this Agreement	54
	16.1	Application	54
	16.2	Notice of Claims	55
	16.3	Extracts	55
	16.4	Developments	55
	16.5	Third Party Claims	55
	16.6	Tax Demands	57
17.	Qualifications and limitations on Seller Claims		59
	17.1	Disclosure	59
	17.2	Exclusion of other representations and warranties	59
	17.3	Acknowledgments of the Seller	59
	17.4	Specific exclusions relating to Buyer Warranties	59
	17.5	Knowledge, belief or awareness as to Buyer Warranties	59
	17.6	Limitation of liability	60
	17.7	Time limits	60
	17.8	General limitations	60
	17.9	Consequential Loss	61
	17.10	No double recovery	61
	17.11	Independent limitations	61
	17.12	Mitigation of loss	62
	17.13	Entitlement to recover under other rights	62
	17.14	Statutory actions	62
	17.15	Tax effects	62

18.	Seller claiming under this Agreement	Seller claiming under this Agreement	62
	18.1	Application	62
	18.2	Notice of Claims	62
	18.3	Extracts	62
	18.4	Developments	63
19.	Default and termination		63
	19.1	Termination	63
	19.2	Effect of Termination	63
	19.3	Remedies cumulative	64
	19.4	Alternative to termination	64
	19.5	Rights not limited	64
20.	Public announcements		64
	20.1	Making announcements	64
	20.2	Requirements	64
	20.3	Exception	64
21.	Confidentiality		65
	21.1	Obligation of confidentiality	65
	21.2	Exceptions	65
	21.3	Retained Information	66
	21.4	Other obligations	67
22.	GST		67
	22.1	Definitions	67
	22.2	Consideration is GST exclusive	67
	22.3	Payment of GST	67
	22.4	Timing of payment	67
	22.5	Adjustment event	68
	22.6	Reimbursement of Expenses	68
23.	Business Practices		68
24.	General		69
	24.1	Entire understanding	69
	24.2	Survival of obligations	69
	24.3	Further assurances	69
	24.4	No waiver	69
	24.5	Severability	70
	24.6	Consents and approvals	70
	24.7	No variation	70

24.8 No assignment, novation and other dealings	70
24.9 Costs and Duty	70
24.10 Governing law and jurisdiction	70
24.11 Notices	70
24.12 Set off	71
24.13 Conflicting provisions	71
24.14 No merger	71
24.15 Operation of indemnities	71
24.16 Relationship of parties	72
24.17 Payments	72
24.18 Counterparts	72
24.19 Electronic signature	72
24.20 Third Party Benefits	72
Schedule 1 – Seller Warranties	74
Schedule 2 – Buyer Warranties	86
Schedule 3 – Material Contracts	90
Schedule 4 - Tenements	91
Schedule 5 – Deeds of Release (Tax Funding Deed)	92
Schedule 6 – Deeds of Release (Tax Sharing Deed)	93
Schedule 7 – Voluntary Restriction Deed	94
Schedule 8 – Deeds of Forgiveness	95
Schedule 9 – Confidentiality and Information Sharing Protocol Deed	96
Schedule 10 – Schedule of Benz Securities	97
Annexure A – Data Room Index	99

Parties

Parties
Seller	Name	Spartan Resources Limited
	ACN	139 522 900
	Address	Level 1, 87 Colin Street, West Perth WA 6005
	Email	[REDACTED – Personal Information]
	Attention	Company Secretary
Buyer	Name	Benz Mining Corp.
	Company No.	BC0924856
	Address	Suite 3000, Bentall Four 1055 Dunsmuir St, BC
		V7X1K8
	Email	[REDACTED – Personal Information]
	Attention	Mathew O'Hara and Oonagh Malone

Background

A. The Seller is the registered holder of the Gascoyne Sale Shares and the Egerton Sale Shares, being all of the issued shares in the capital of GRPL and EEPL, respectively.
B. GRPL is the sole legal and beneficial owner of the Glenburgh Project Tenements and EEPL is the sole legal and beneficial owner of the Mt Egerton Project Tenements.
C. The Seller has agreed to sell, and the Buyer has agreed to buy, the Sale Shares from the Seller on the terms of this Agreement.

Operative provisions

1. Definitions and interpretation

1.1 Definitions

In this Agreement:

20-day VWAP means the volume weighted average price (as defined in the ASX Listing Rules) of CDIs over the 20 days on which CDIs are actually traded on ASX ending on the Trading Day before the Relevant Date.

Aboriginal Cultural Heritage Law means the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) and the Aboriginal Heritage Act 1972 (WA) as well as any legislation that may replace that legislation or be enacted in conjunction with that legislation, in relation to Aboriginal cultural heritage including Aboriginal cultural material or Aboriginal sites as they are defined in the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth), and the Aboriginal Heritage Act 1972 (WA).

Accounting Standards means:

(a) the accounting standards made by the Australian Accounting Standards Board in accordance with the Corporations Act and the requirements of the Corporations Act relating to the preparation and content of financial statements; and
(b) to the extent not inconsistent with paragraph (a) of this definition, generally accepted accounting principles applied in Australia for companies similar to the Company Group Members.

Accounts means the unaudited balance sheet and income statement of each member of the Company Group for the period ending on the Accounts Date, copies of which are in the Seller Disclosure Materials.

Accounts Date means 30 June 2024.

Agreement means the agreement constituted by this document and includes all recitals, schedules and annexures (as relevant).

Applicable Securities Laws means all applicable securities laws in all jurisdictions relevant to the issuance of Consideration Shares and Milestone Consideration Shares pursuant to the terms of this Agreement, including the rules and policies of the TSXV.

Assets means all assets held by the Company Group Members, including the:

(a) Tenements; and
(b) Project Information.

Assign in relation to a party's rights means to sell, transfer, assign, declare a trust over, or in any other way dispose of, a party's rights other than by creating a Tenement Encumbrance, and Assignment and Assignee have a corresponding meaning.

Assumption Deed means a deed in such form as may be reasonably required by the party for whose benefit the deed is to be made (acting in a timely and prompt manner) whereby the assignee or other recipient of an interest in the Tenements agrees to assume, be bound by and perform the obligations of the relevant Buyer Group Member under this Agreement.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or, where the context requires, the financial market operated by it.

ASX Listing Rules means the listing of rules of the ASX.

Authorisation includes an authorisation, consent, agreement, notice of non-objection, certificate, licence, permission, approval, permit or declaration or exemption form, in each case by or with a Government Agency.

BC Corporations Act means the Business Corporations Act, SBC 2002, c.57 and the regulations promulgated thereunder.

Beneficiary means, in respect of a Condition, a person listed as a beneficiary in respect of that Condition.

Business Day means a day that is not a Saturday, Sunday or recognised public holiday in Perth, Western Australia.

Business Records means the originals and copies, in any form, of all files, data, reports, records, accounts, registers, correspondence, documents and other material relating to or used by a Company Group Member in connection with the Projects, including:

(a) meeting records, resolutions of members, resolutions of directors, any company seals (and any duplicate company seals), registers (in proper order and condition and fully entered up to the Completion Date), records, agreements and title documents;
(b) minute books, statutory books and registers, books of account and copies of business activity statements, fringe benefit tax and payroll tax returns; and
(c) financial records and accounts including ledgers, journals and books of account.

Buyer Disclosure Materials means the Board & Management Due Diligence Questionnaire in relation to the proposed equity raising of fully paid ordinary shares in Benz Mining Corp dated August 2024, including the documents and other information provided or referred to in the responses to the questions in the questionnaire.

Buyer Group means the Buyer and its Related Bodies Corporate and, after Completion, includes EEPL and GRPL, and Buyer Group Member means any one of them.

Buyer Shares means common shares without par value issued in the capital of the Buyer.

Buyer Shareholder means a shareholder of the Buyer.

Buyer Warranties means the representations and warranties set out in Schedule 2.

Canadian Securities Administrators means the voluntary umbrella organisation of the Canadian Securities Regulators.

Canadian Securities Regulators means the applicable securities commission or securities regulatory authority in each of the provinces and territories of Canada.

Capital Raising means an issue of CDIs at an offer price which is 22 cents per CDI.

Caveated Tenements means the Glenburgh Project Tenements which are encumbered by a consent caveat in favour of [REDACTED – Commercially Sensitive Information] .

CDI means CHESS Depositary Interests whereby one CDI represents one Buyer Share.

CDN means the CHESS Depositary Nominees Pty Limited (ACN 071 346 506), a subsidiary of ASX that holds the legal title to the Buyer Shares over which CDIs are issued.

Change of Control means, in respect of an entity:

(a) it coming under the Control of any person who did not Control that entity as at the Execution Date; or
(b) it ceasing to be Controlled by the person who Controlled that entity as at the Execution Date,

except that a Change of Control does not include an internal solvent reorganisation where the ultimate holding company of that entity as at the Execution Date does not change after such reorganisation.

Claim means any claim, notice, demand, action, proceeding, litigation, prosecution, dispute, order, declaration, inquiry, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a Third Party or a party to this Agreement or otherwise.

Claim Notice has the meaning given in clauses 16.2(a) and 18.2 (as the context requires).

Company Group means EEPL and GRPL, and Company Group Member means any one of them.

Completion means the completion of the sale and purchase of the Sale Shares by the Seller and Buyer in accordance with this Agreement.

Completion Payment means a cash payment of A$500,000 (plus GST).

Completion Date means the date that is 7 Business Days after the Condition Satisfaction Date (or such other date as agreed by the Buyer and Seller in writing) and, following Completion, means the date on which Completion occurred.

Condition means a condition precedent specified in clause 3.1.

Condition Satisfaction Date means the date on which all Conditions are either satisfied or waived in accordance with clause 3.3.

Confidentiality and Information Sharing Protocol Deed means the deed in substantially the same form as set out in Schedule 9.

Confidential Information means all information in whatever form:

(a) relating to the terms of this Agreement;
(b) disclosed by or on behalf of the Provider to the Receiver or its Representatives in connection with the transactions contemplated by this Agreement;
(c) obtained by the Receiver in connection with the transactions contemplated by this Agreement, that, by its nature or the circumstances surrounding its disclosure, could reasonably be expected to be confidential to the Provider or its Related Bodies Corporates; or
(d) which the Provider identifies as confidential at the time of disclosure,

but does not include Excluded Information.

Consequential Loss means, in respect of a breach of any provision of this Agreement (including a breach of Seller Warranty):

(a) any Loss suffered by a party that cannot reasonably be considered to arise naturally from that breach;
(b) any and all consequential, special, indirect, exemplary or punitive Liabilities in relation to that breach or that event, fact, matter or circumstance, even if such loss could reasonably be considered to arise naturally from that breach; and
(c) any and all loss of profit, loss of revenue, loss of goodwill, loss of opportunity and loss of savings, even if such loss could reasonably be considered to arise naturally from that breach,

whether arising in contract, tort (including negligence), equity or under statute.

Consideration means the Completion Payment, the Consideration Shares, the Deferred Cash Consideration and the Contingent Consideration.

Consideration Shares means 33,000,000 CDIs.

Contingent Consideration means, if a Milestone Consideration Condition is satisfied, the payment of the applicable Milestone Consideration Amount (whether in cash or CDIs) pursuant to clause 8.1.

Continuing Clauses means this clause 1 (Definitions and interpretation), clause 19.2 (Effect of termination), clause 20 (Public announcements), clause 21 (Confidentiality), clause 22 (GST), clause 24 (General) and any other clause that by its terms survive termination of this Agreement.

Control in relation to an entity means the possession directly or indirectly of the power (whether or not having statutory, legal or equitable force or based on statutory, legal or equitable rights or otherwise) by a person to directly or indirectly:

(a) control the composition of the board of directors of the entity;

(b) control more than half of the voting power in the entity;
(c) control more than half of the issued share capital of the entity, excluding any part thereof which carries no right to participate beyond a specified amount in the distribution of either profit or capital; or
(d) direct or cause the direction of the financial and operating policies of the entity.

Corporations Act means the Corporations Act 2001 (Cth).

Data Room means the information made available by or on behalf of the Seller via the electronic data room named “Project Fotizo” to which the Buyer and its Representatives have had access to prior to the date of this Agreement, an index of which is set out in Annexure A.

Deed of Forgiveness means a deed of forgiveness and release under which the Seller Group Members (excluding the Company Group Members) fully, unconditionally and irrevocably forgive, release and discharge the Company Group Members from any Claims, Liabilities and obligations in relation to Related Party Amounts and Related Party Arrangements, with effect from Completion, in the form attached as Schedule 8.

Deeds of Release (Tax Funding and Sharing Deeds) means the deeds of release between the Seller, the Company Group Members and the balance of the Seller Consolidated Group, which are substantially the same form as set out in Schedule 5 and Schedule 6.

Defaulting Party has the meaning given in clause 7.5(b).

Deferred Cash Consideration means a cash payment of A$500,000 (plus GST).

Department means the government department from time to time responsible for the administration of the Mining Act.

Direct Interest has the meaning given in the FATA.

Disclosed has the meaning given in clause 15.1.

Disclosing Party means the party to whom Confidential Information belongs or relates.

Disposal Notice has the meaning given in clause 9.5(b).

Disposal Shares has the meaning given in clause 9.5(c).

Disputing Action means, in respect of a Tax Demand, any action to cause the Tax Demand to be withdrawn, reduced or postponed or to avoid, resist, object to, defend, appear against or compromise the Tax Demand and any judicial or administrative proceedings arising out of that action.

Due Diligence Responses means all written answers given by the Seller or its Representatives to written questions submitted by the Buyer or its Representatives related to the information and provided in the Data Room.

Duty means any stamp, transaction or registration duty or similar charge imposed by any Government Agency and includes any interest, fine, penalty, charge or other amount imposed in respect of any of them.

EEPL means Egerton Exploration Pty Ltd (ACN 163 614 551).

Egerton Sale Shares means all of the shares in the issued capital of EEPL, being 1 fully paid ordinary share held by the Seller.

Encumbrance means:

(a) any legal or equitable interest in any property or asset of a third party;
(b) any security for payment of money, performance of obligations or protection against default;
(c) a garnishee order, a right of set off or an assignment of income;
(d) any thing or preferential interest or arrangement of any kind giving a person priority or preference over claims or other persons with respect to any property or asset;
(e) a PPSA Security Interest; and
(f) any agreement or arrangement (whether legally binding or not) to grant or create anything referred to in any paragraph above.

Encumbrancee means a person who is entitled to the benefit of a Tenement Encumbrance.

Environment means the physical factors of the surrounds of human beings including the land, air, waters, atmosphere, climate, sounds, odours, tastes, the biological factors of animals, plants and living organisms, the social factors of aesthetics, and includes ecosystems.

Environmental Law means any Law relating to the Environment that applies to and regulates activities on the area of the Tenements.

Equity Security has the meaning given to that term in the ASX Listing Rules.

Excluded Information means information that:

(a) is part of the public domain, other than as a result of a breach of this Agreement or obligation of confidentiality owed to the Provider or any Related Body Corporate of the Provider;
(b) was known to and in the lawful possession of the Receiver at the time of disclosure and not otherwise acquired from the Provider; or
(c) the Receiver acquired from a person other than the Provider or Related Body Corporate of the Provider, provided such information was not obtained or disclosed in breach of any obligation of confidentiality owed to any person.

Execution Date means the date this Agreement has been executed by each Party.

Fairly Disclosed means disclosed in writing with sufficient details to enable a reasonable and sophisticated person in the position of the Buyer or the Seller (as relevant) experienced in transactions similar to those contemplated by this Agreement to identify and evaluate the nature and scope of the relevant matter disclosed.

First Milestone Consideration Condition means the first to occur of:

(a) a Buyer Group Member declaring one or more Mineral Resource estimates, that, in aggregate, show at least 500,000 ounces of gold, at a cut-off grade of at least 2.0g/t Au, from within the area of the Tenements (which shall be deemed to have been satisfied if the Buyer Group Member issues a Mineral Resource Statement satisfying this criteria); and
(b) production of 500,000 ounces of gold from within the area of the Tenements.

First Party has the meaning given in clause 22.6.

Floor Price has the meaning given in the definition of Milestone Issue Price.

Franco-Nevada means Franco-Nevada Australia Pty Ltd (ACN 128 617 078).

Franco Nevada Royalty Deed means the [REDACTED – Commercially Sensitive Information] .

Fundamental Warranty means, as applicable:

(a) the Seller Warranties set out in items 1 to 4 (inclusive) of Schedule 1; or
(b) the Buyer Warranties set out items 1 to 5 (inclusive) of Schedule 2.

Fundamental Warranty Claim means a Claim arising out of a breach of a Fundamental Warranty.

Gascoyne Sale Shares means all of the shares in the issued capital of GRPL, being 1 fully paid ordinary share held by the Seller.

Glenburgh Project Tenements means each tenement set out in item 1 of Schedule 4 and for clarity includes any successor, extension, renewals, conversions or replacements of such mining tenements.

Good Industry Practices means the practices that would be adopted by, and the exercise of that degree of care, skill, diligence, prudence and foresight that reasonably would be expected from, a competent miner in the mining industry experienced in mining operations similar in nature, size, scope and complexity to the Projects, and in accordance with applicable standards, codes and guidelines as are reasonably applicable in the circumstances, and the applicable Law.

Government Agency means any government or governmental, semi-governmental, administrative, monetary, fiscal or judicial body, department, government minister, commission, authority, tribunal, agency, entity or any self-regulatory agency established under statute or a stock exchange.

Group Liability means a tax liability arising in respect of the Seller Consolidated Group pursuant to the ITAA 1997.

GRPL means Gascoyne Resources (WA) Pty Ltd (ACN 139 823 822).

GST means goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on a supply.

GST Act means A New Tax System (Good and Services Tax) Act 1999 (Cth).

GST Group has the meaning given in the GST Act.

GST Law has the meaning given in the GST Act.

Guarantee means any guarantee, indemnity, bond, security deposit, letter of credit or suretyship or any other undertaking or obligation to:

(a) pay or provide funds (including by the purchase of any property) in respect of;
(b) to enable payment or discharge of;
(c) to indemnify against the consequences of default in adherence or payment of; or
(d) be otherwise responsible for,

any Liability of another person (whether or not it involves the payment of money), or otherwise to be responsible for the solvency or financial condition of another person.

Historic Information has the meaning given in clause 15.3(b)(i).

Immediately Available Funds means cash or other electronic means of transfer of cleared funds into a bank account with a major Australian trading bank that is capable of accepting real time gross settlement payments, nominated in advance by the Seller in writing.

Insolvency Event means any of the following events occurring to a person:

(a) an application is made to a court for an order that it be wound up, declared bankrupt or that a provisional liquidator or receiver or receiver and manager be appointed, and the application is not withdrawn, struck out or dismissed within 30 days of it being made;
(b) a liquidator or provisional liquidator is appointed;
(c)
an administrator or a controller is appointed to any of its assets;
(d) it enters into an arrangement or composition with one or more of its creditors, or an assignment for the benefit of one or more of its creditors;
(e) it proposes a winding-up or dissolution or reorganisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors;
(f) it is insolvent as disclosed in its accounts, or otherwise states that it is insolvent, or it is presumed to be insolvent under an applicable law;
(g) it becomes insolvent under administration or action is taken which could result in that event;
(h) a writ of execution is levied against it or its property;
(i) it ceases to carry on business or threatens to do so; or
(j) anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the above paragraphs of this definition.

ITAA 1997 means the Income Tax Assessment Act 1997 (Cth).

JORC Code means the Joint Ore Reserves Committee’s Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 Edition), or any update to that edition.

Law includes:

(a) statutes, regulations or by-laws of the Commonwealth of Australia or any State or Territory of the Commonwealth of Australia, or a Government Agency;
(b) requirements and approvals (including conditions) of the Commonwealth of Australia or any State or Territory of the Commonwealth of Australia, or a Government Agency that have the force of law; and
(c) principles of law or equity established by decisions of courts.

Leaving Contribution Amount means in respect of each Company Group Member, the payment required in accordance with clause 11.7 of the Tax Sharing Agreement to be made to leave the Seller’s Consolidated Group clear of each Group Liability pursuant to section 721-35 of the ITAA 1997.

Liability means all liabilities, claims, debts, obligations, losses, damages, costs, interest, fees, penalties, fines, assessments, forfeiture and expenses of whatever description (whether actual, contingent or prospective).

Lithium Rights Agreement means the [REDACTED – Commercially Sensitive Information] .

Loss means any loss, damage, charges, payments, cost or expense including legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties.

MAC Party has the meaning given in the definition of Material Adverse Change.

Management Accounts means the Group’s monthly management accounts as at the Accounts Date.

Material Adverse Change means any event, occurrence, state of facts, development or circumstance which has, or could be reasonably expected to have, a material adverse effect on the business, assets, liabilities, operations, financial or trading position or prospects of the relevant party ( MAC Party ), taken as a whole, other than those matters, events or occurrences that are, or arise:

(a) as a direct result or consequence of the announcement and/or implementation of the transactions contemplated in this Agreement;
(b) from:
(i) general changes in economic, political, business or market conditions relevant to the business of the MAC Party; or
(ii) changes in law, regulation or policy of any Government Agency which affects the MAC Party’s group operations or the business of the MAC Party,

which:

(iii) are not specific to the MAC Party or the business of the MAC Party; or
(iv) affect the MAC Party or the business of the MAC Party in substantially the same manner as its customers and competitors.

Material Contract means each of the contracts listed in Schedule 3 (and for clarity includes all variations to and assignment of such contracts included in the Disclosure Material, whether or not referenced in Schedule 3).

Milestone Consideration Amount means a payment of up to A$6,000,000 (plus GST), with A$2,000,000 (plus GST) payable on satisfaction of each of the Milestone Consideration Conditions, in cash or fully paid CDIs in accordance with clause 8.

Milestone Consideration Condition means, as applicable, the First Milestone Consideration Condition, the Second Milestone Consideration Condition or the Third Milestone Consideration Condition.

Milestone Consideration Shares means CDIs issued as part of the Milestone Consideration (if applicable) pursuant to clause 8.1.

Milestone Consideration Share Election has the meaning given in clause 8.1(c).

Milestone Issue Price means the higher of:

(a) the 20-day VWAP; and
(b) A$0.088 ( Floor Price ).

Mineral Resource has the meaning given the JORC Code.

Mineral Resource Statement means a ‘Public Report’ (as that term is defined in the JORC Code), or an ASX announcement that complies with the requirements of Chapter 5 of the ASX Listing Rules, which provides an estimate of a Mineral Resource in relation to a deposit within the Tenements in accordance with the requirements of the JORC Code or NI 43-101.

Minimum Subscription means the subscription for such number of CDIs pursuant to the Capital Raising such that the Buyer has (or will have) a minimum A$5 million equivalent in unrestricted cash in bank immediately after Completion.

Mining Act means the Mining Act 1978 (WA).

Mining Operations means work and activity carried out on or in respect of the Tenements including:

(a) the acquisition, registration and maintenance of the Tenements;
(b) searching for, discovery and delineation of commercial ore deposits of minerals within the area of the Tenements;
(c) developing, designing, constructing and equipping all mining facilities; and
(d) extracting, mining, producing, improving, smelting, treating, refining, transporting and handling of mineral products won from the Tenements, including appropriate storage and disposal of any tailings.

Mt Egerton Project Tenements means each tenement set out in item 2 of Schedule 4 and for clarity includes any successor, extension, renewals, conversions or replacements of such mining tenements.

Native Title means a right, interest or entitlement to the occupation or use of land by indigenous inhabitants in accordance with the laws and customs of the indigenous inhabitants that is recognised in the place where the Tenements are situated by statute or common law.

Native Title Law means any law relating to Native Title, including the Native Title Act 1993 (Cth) and the Titles (Validation) and Native Title (Effect of Past Acts) Act 1995 (WA).

Net Amount has the meaning given in clause 22.6(a).

NI 43 101 means National Instrument 43-101 – Standards of Disclosure for Mineral Projects promulgated by the Canadian Securities Regulators , as amended from time to time.

Nominee Director means, as at the date of this Agreement, Nicholas Jolly, or such other person as nominated by the Seller and approved by the Buyer (such approval not to be unreasonably withheld).

Notice has the meaning given in clause 24.11(a).

Notice Period has the meaning given in clause 9.5(d).

Notifying Party has the meaning given in clause 7.5(b).

Osisko means Osisko Gold Royalties (Australia) Pty Ltd (ACN 660 956 267).

Other Party has the meaning given clause 22.6.

Parties Section means the section at the commencement of this Agreement headed “Parties”.

Permitted Encumbrances means:

(a) any Encumbrance granted by a Company Group Member under a retention of title arrangement under which title is retained by a supplier of goods supplied to a Company Group Member until payment for such goods is made provided that such arrangement has been entered into the ordinary course of business;
(b) rights reserved to or vested in any Government Agency by the terms of any instrument or grant;
(c) any Encumbrance granted by a Company Group Member or arising by operation of law in respect of Taxes and royalties imposed by any Government Agency;
(d) the rights and interests of the counterparties under the Material Contracts;
(e) reservations, limitations, provisos, and conditions contained in the terms of grant of any mining tenements and statutory exceptions to title; and
(f) easements, rights-of-way, restrictions, servitudes, permits, reservations, and other similar encumbrances reserved or granted which constitute an interest in the land underlying the Tenements.

Personnel means, as applicable, a person’s directors, officers, employees, consultants or contractors (including sub-contractors and their employees).

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSA Security Interest means a security interest as defined in the PPSA and registered on the PPSR.

PPSR means the ‘register’ as defined in the PPSA.

Prescribed Equity Offer means any issue of Equity Securities by the Buyer, but excluding an issue of Equity Securities:

(a) under or pursuant to:
(i) a bonus issue, a pro rata entitlement issue or any other rights made available to all Buyer Shareholders (or all Buyer Shareholders apart from a limited number of ineligible foreign Buyer Shareholders);
(ii) a dividend or distribution plan (as defined in the ASX Listing Rules); or
(iii) an employee incentive scheme pursuant to and in accordance with ASIC Class Order 14/1000 or Division 1A of Part 7.12 of the Corporations Act, or any other employee, director, officer or consultant incentive arrangement;
(b) in respect of:
(i) the exercise or conversion of any Equity Securities on issue as at the Execution Date; or
(ii) any merger, business combination, tender offer, takeover or plan of arrangement.

Projects means the work undertaken by the Company Group Members on the Tenements, being mineral exploration of the Tenements and care and maintenance of the Tenements,

including all activities reasonably necessary for, and incidental to, the carrying on of mineral exploration activities on the Tenements.

Project Information means all technical, geological or financial information or other reports, studies or documents relating to a Tenement or the Tenements within the custody or control of the Seller or a Company Group Member (and which the Seller or a Company Group Member is aware of and has access to), including without limitation:

(a) all mining and metallurgical and feasibility studies or pre-feasibility studies with respect to the Tenements or the adjacent areas and all associated data and records or reports;
(b) all surveys, maps, plans and diagrams of the Tenements and the adjacent areas;
(c) all documents relating to Aboriginal heritage in relation to a Tenement or adjacent areas (including any Aboriginal heritage survey records and documentation and all associated anthropological and archaeological reports and documentation);
(d) copies of all permits, approvals, consents, licences or the like granted in relation to any actual or proposed operations on any Tenement (together with copies of any documentation lodged with any Government Agency or department seeing any such permit, approval, consent, licence or the like);
(e) the drill data base relating to the Tenements and all drill samples and cores, drilling locations and drilling logs from drilling conducted on the Tenements or the adjacent areas and associated drill sections or modelling;
(f) all assay reports and geological, geochemical and geophysical samples and reports of or with respect to ores extracted from or located upon the Tenements or the adjacent areas;
(g) copies of all completed and signed Form 5s lodged with the Department under the Mining Regulations in relation to the Tenements for the past 3 years, together with all supporting documentation, invoices or other records and all expenditure information (together with supporting documentation) for the Tenements in respect of the current Tenement year;
(h) all papers, notes, advices and reports extracted or compiled from or based upon the documents and things referred to above and all other data, specifications, records (in whatever form), reports, accounts and other documents relating to the Tenements or the adjacent areas,

whether in paper, physical or electronic form and all available drill cores, rock samples, sample pulps or residues or thin sections relating to any Tenement.

Provider means the party which provides Confidential Information.

Public Records means the following records to the extent they are open for public inspection on the date that is five Business Days prior to the date of this Agreement (unless otherwise specified):

(a) the Organisation and Business Name register maintained by ASIC in relation to each Company Group Member;
(b) the ASX (in relation to announcements published by the Seller or Buyer (as applicable) in the last 18 months);
(c) TSXV (in relation to announcements published by the Buyer in the last 18 months);

(d) the PPSR in relation to each Company Group Member;
(e) public registers maintained by:
(i) the National Native Title Tribunal;
(ii) the Heritage Council of Western Australia;
(iii) the Department of Water and Environmental Regulation (including the contaminated sites register maintained under the Contaminated Sites Act 2003 (WA)),

(as at the date that is 10 Business Days prior to the date of this Agreement);

(f) the “Minerals Titles Online” system maintained by the Department in relation to the Tenements;
(g) search results of searches of the public registers of the following courts in relation to each Company Group Member:
(i) the Supreme Court of Western Australia;
(ii) the District Court of Western Australia;
(iii) Federal Court of Australia; and
(iv) the High Court of Australia.

Receiver means a party that received Confidential Information of a Provider.

Receiving Party means the party to whom Confidential Information is disclosed by a Disclosing Party.

Reimbursable Expense has the meaning given in clause 22.6.

Related Body Corporate has the meaning given in section 50 of the Corporations Act.

Related Entity has the same meaning that it has in the Corporations Act.

Related Party Amounts means any amount outstanding (whether or not due and payable) from or to any Company Group Member to or from any Seller Group Member.

Related Party Arrangements means any indemnities, contracts, loans, commitments, arrangements or understandings between any Company Group Member and a Seller Group Member.

Relevant Date means the date on which the relevant Milestone Consideration Condition is satisfied.

Representative of a party, means the Personnel, agents, auditors, legal advisers, bankers, financiers or financial advisers of the party, or of any of its Related Bodies Corporates.

Reporting Provinces means, collectively, British Columbia and Alberta.

Responsible Party means, in respect of a Condition, a person listed as the responsible party in the third column in clause 3.1.

Retained Information means information which is in the control or possession of any Company Group Member and relates wholly or partially to the affairs of the Seller Group Members (other than the Company Group) and their Representatives.

Sale Shares means the Egerton Sale Shares and the Gascoyne Sale Shares.

Second Milestone Consideration Condition means the first to occur of:

(a) a Buyer Group Member declaring one or more Mineral Resource estimates, that, in aggregate, show at least 1,000,000 ounces of gold, at a cut-off grade of at least 2.0g/t Au, from within the area of the Tenements (which shall be deemed to have been satisfied if the Buyer Group Member issues a Mineral Resource Statement satisfying this criteria); and
(b) production of 1,000,000 ounces of gold from within the area of the Tenements,

in aggregate, including ounces that contributed to the satisfaction of the First Milestone Consideration Condition.

Securities means shares, units, preference shares, warrants, options or other equity interests to acquire shares or rights or securities convertible, exchangeable or exercisable into, shares, preference shares, warrants or options.

Security Interest means:

(a) any security for payment of money, performance of obligations or protection against default (including a mortgage, bill of sale, charge, lien, pledge, trust, power or retention of title arrangement, right of set-off, assignment of income, garnishee order, monetary claim and flawed deposit arrangement);
(b) any thing or preferential interest or arrangement of any kind giving a person priority or preference over claims or other persons with respect to any property or asset;
(c) any agreement or arrangement (whether legally binding or not) to grant or create anything referred to in any paragraph above; and
(d) a PPSA Security Interest.

SEDAR+ means the System for Electronic Data Analysis and Retrieval + maintained by the Canadian Securities Administrators at www.sedarplus.ca, or any successor filing service for the dissemination of public company disclosure documents in Canada.

Seller Consolidated Group means the Seller and the parties to the Tax Sharing Agreement and the Tax Funding Agreement, being GRPL, EEPL, GNT Resources Pty Ltd, Dalgaranga Operations Pty Ltd, Gascoyne (Ops Management) Pty Ltd, Dalgaranga Exploration Pty Ltd, Firefly Resources Limited, Gascoyne Mumbakine Pty Ltd, Gascoyne Andy Well James Pty Ltd, Aurum Minerals Pty Ltd, Yalgoo Exploration Pty Ltd and Lightning Bug Resources Pty Ltd.

Seller Disclosure Materials means the documents in the Data Room and the Due Diligence Responses in the Data Room.

Seller Group means the Seller and its Related Bodies Corporates and, before Completion, includes the Company Group Members, and Seller Group Member means any one of them.

Seller Nominees means any person that:

(a) is a pre-existing shareholder of the Seller as at the Execution Date; and
(b) is either a 'sophisticated investor' or a 'professional investor' within the meaning of sections 708(8) and 708(11) of the Corporations Act, respectively,

who is nominated by the Seller in writing to the Buyer as eligible to participate in the Capital Raising.

Seller Warranty means the representations and warranties set out in Schedule 1.

Seller’s Bank Account means the bank account specified in clause 1.3.

Site means the area of the Tenements.

Standard Tax Conditions means the ‘standard’ tax conditions which are in the form of, or substantially in the form of, those set out in items 1 – 6 of Section D of FIRB Guidance Note 12 – Tax Conditions (in the form last updated on 10 August 2023).

Statutory Tenement Obligations means the minimum work and/or expenditure which the holder of a Tenement is required by the Mining Act or the terms and conditions of the Tenement to incur in respect of that Tenement in any given Tenement year.

Straddle Return has the meaning given in clause 11.2(a).

Sunset Date means the date that is 90 days from the Execution Date or such later period as agreed between the Parties.

Supplier has the meaning given in clause 22.1(b).

TAA means the Taxation Administration Act 1953 (Cth).

Taurus means [REDACTED – Commercially Sensitive Information] .

Taurus Royalty Deed means the [REDACTED – Commercially Sensitive Information] .

Tax , Taxes or Taxation means all forms of present and future taxes, fees, excise, Duty, imposts, deductions, charges, withholdings, rates, levies or other governmental impositions imposed, assessed, levied or charged by any Tax Authority, and includes capital gains tax, income tax and GST, together with all interest, penalties, fines, expenses and other additional statutory charges relating to any of them, imposed or withheld by a Government Agency.

Tax Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth) ( ITAA 1997 ) or the ITAA as applicable.

Tax Authority means any Government Agency responsible for the administration of any law, directives, statutes, enactments, regulations, by-laws or subordinate legislation providing for, imposing or relating to any Tax or the collection of any Tax.

Tax Claim means any Claim arising from a breach of a Tax Warranty or pursuant to the Tax Indemnity.

Tax Cost means, in relation to Tax (but does not include the Tax), all costs and expenses incurred in:

(a) managing an inquiry; or
(b) conducting any objection, action, defence, or proceeding with the purpose of causing a withdrawal, reduction, postponement, avoidance or compromise of a demand or assessment relating to Tax issued by a Government Agency under a Tax Law.

Tax Demand means:

(a) any assessment, notice or demand issued or action taken by or on behalf of any Government Agency in respect of Tax that relates to a period before and up to Completion;

(b) a notice to a contributing member of an Australian Tax Consolidated Group given under section 721-15(5) or (5A) of the ITAA 1997;
(c) any document received from a Government Agency administering any Tax assessing, imposing, claiming or indicating an intention to claim any Tax that relates to a period before and up to Completion; or
(d) lodgement of a Tax return or request for an amendment of a lodged Tax return that relates to a period before and up to Completion,

in any case which may lead to a Tax Claim.

Tax Demand Amount means the amount required to be paid in respect of Tax to a Government Agency as a result of a Tax Demand issued to a Company Group Member.

Tax Disputed Matter has the meaning given in clause 11.3(a).

Tax Dispute Notice has the meaning given in clause 11.3(a).

Tax Expert means a person who is:

(a) independent of both parties with over 15 years' experience in the relevant Tax (or 10 years in the case of GST); and
(b) a chartered accountant, a solicitor or a barrister (or equivalent in the relevant jurisdiction).

Tax Funding Agreement means tax funding deed dated 15 December 2017 between the members of the Seller Consolidated Group and dealing with how the subsidiary members are to fund the taxation obligations of the Seller.

Tax Indemnity means the indemnity given by the Seller under clause 14.2.

Tax Law means any Law relating to Tax.

Tax Return means any return, filing, form, document or statement in connection with any Tax which is required under the Tax Act, the GST Act or any other Law to be lodged, filed or submitted with any Government Agency in respect of Tax.

Tax Sharing Agreement means the deed dated 15 December 2017 between the members of the Seller Consolidated Group which takes effect as a tax sharing agreement under section 721-25 of the Tax Act.

Tax Warranty means a warranty set out in section 10 or 11 of the Seller Warranties.

Tembo Mortgage means the mining mortgage described in item 2 of Schedule 3 of this Agreement.

Tembo Royalty Deed means the [REDACTED – Commercially Sensitive Information] .

Tembo Parties means [REDACTED – Commercially Sensitive Information] .

Tenement means each of the Glenburgh Project Tenements and the Mt Egerton Project Tenements.

Tenement Encumbrance means any security interest, mortgage, pledge, lien, charge, title retention arrangement, trust or power, or other form of security or interest registered or otherwise in force against the Tenements and having effect as a security for the payment of any monetary obligation or the observance of any other obligation whether existing or agreed to be granted or created.

Third Milestone Consideration Condition means the first to occur of:

(a) a Buyer Group Member (or a combination of these parties) declaring one or more Mineral Resource estimates, that, in aggregate, show at least 1,500,000 ounces of gold, at a cut-off grade of at least 2.0g/t Au, from within the area of the Tenements (which shall be deemed to have been satisfied if the Buyer Group Member issues a Mineral Resource Statement satisfying this criteria); and
(b) production of 1,500,000 ounces of gold from within the area of the Tenements,

in aggregate, including ounces that contributed to the satisfaction of the First Milestone Consideration Condition and the Second Milestone Consideration Condition.

Third Party means a party that is not a party to this Agreement or a Related Body Corporate or Related Entity of a party to this Agreement.

Third Party Claim means a Claim made by a Third Party against a Buyer Group Member, other than a Tax Demand.

Third Party Claim Notice has the meaning given in clause 16.5(a).

Trading Days means a trading day as defined in the ASX Listing Rules.

Transaction means the sale and purchase of the Sale Shares under this Agreement.

TSXV means the TSX Venture Exchange or, where the context requires, the financial market operated by it.

Voluntary Escrow means the voluntary escrow of the Consideration Shares contemplated by the Voluntary Restriction Deed.

Voluntary Restriction Deed means a voluntary restriction deed entered into between the Buyer and the Seller, in the form set out in Schedule 7.

Warranty Claim means any Claim arising from a breach of a Seller Warranty or Buyer Warranty (as applicable).

1.2 Interpretation

(a) In this Agreement, unless the context requires otherwise:
(i) the singular includes the plural and vice versa;
(ii) a gender includes the other genders;
(iii) other grammatical forms of defined words or expressions has a corresponding meaning;
(iv) a reference to a clause, schedule, annexure or appendix is a reference to a clause, schedule, annexure or appendix in this Agreement;
(v) a reference to a document includes the document as modified, extended or supplemented from time to time and any document replacing, novating or restating it;
(vi) this Agreement includes the background, any schedules and any annexures;
(vii) a reference to an agreement other than this Agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;

(viii) a reference to a party is to a party to this Agreement and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;
(ix) if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;
(x) the word “person” includes a natural person, partnership, body corporate, association, government or local authority, agency and any body or entity whether incorporated or not;
(xi) the word “month” means calendar month and the word “year” means 12 months;
(xii) writing includes all modes of representing or reproducing words in a legible, permanent and visible form;
(xiii) a reference to a thing (including a right) includes a part of that thing but nothing in this clause implies that part performance of an obligation constitutes performance of the obligation;
(xiv) a reference to all or any part of a statute, rule, regulation or ordinance ( statute ) includes that statute as amended, consolidated, re-enacted or replaced from time to time;
(xv) monetary amounts are stated in Australian currency;
(xvi) to the extent it is necessary to convert an amount into Australian currency for the purposes of this Agreement, the amount of Australian currency will be determined using the average of the buy and sell rates for the foreign currency in Australian dollars, as quoted by the Reserve Bank of Australia;
(xvii)
- a reference to time is to Australian Western Standard Time;
(xviii) a period of time starting from a given day or the day of an act or event, is to be calculated exclusive of that day;
(xix) if a party must do something under this Agreement on or by a given day and it is done after 5.00pm on that day, it is taken to be done on the next day;
(xx) any body which no longer exists or has been reconstituted, renamed, replaced or whose powers or functions have been removed or transferred to another body or agency, is a reference to the body which most closely serves the purposes or objects of the first-mentioned body; and
(xxi) any agreements, representation, warranty or indemnity given by or in favour of two or more parties (whether those parties are included in the same defined term or not) is made by them or for the benefit of them (as applicable) jointly and severally.
(b) In this Agreement:
(i) headings and sub-headings are used for convenience only and do not affect the interpretation of this Agreement;
(ii) no provision of this Agreement may be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Agreement or the preparation or proposal of that provision; and

(iii) wherever “include”, “for example” or any form of those words or similar expression is used, it means including without limitation.

1.3 CDIs and CDN

(a) Notwithstanding any other provision in this Agreement, where this Agreement refers to the Buyer issuing CDIs, such reference shall be taken to be a reference to the Buyer:
(i) issuing the relevant number of Buyer Shares to CDN and procuring that CDN’s name is entered in the Buyer’s central securities register as the legal holder of those Buyer Shares; and
(ii) procuring that, concurrently with or immediately after the issue of such Buyer Shares, CDN issues a corresponding number of CDIs.
(b) References in this Agreement to “Buyer Shares” will include references to “CDIs” as appropriate.

1.4 Payment details

All amounts payable to the Seller under this Agreement are to be paid into the Seller’s bank account as per the details set out in the table below:

[REDACTED – Commercially Sensitive Information]

2. Sale and purchase

2.1 Sale Shares

At Completion, the Seller agrees to sell and transfer the Sale Shares to the Buyer, and the Buyer agrees to purchase the Sale Shares from the Seller, on the terms and conditions set out in this Agreement.

2.2 Associated rights

The Seller must sell the Sale Shares to the Buyer at Completion:

(a) free from any Encumbrances (other than Permitted Encumbrances); and
(b) together with the benefit of all rights, including dividend and voting rights, attached or accruing to the Sale Shares as at the date of this Agreement and at Completion.

2.3 Title and risk

The title to and the risk of the Sale Shares:

(a) until immediately prior to Completion, remains solely with the Seller; and
(b) on and from Completion, passes from the Seller to the Buyer.

2.4 Foreign resident capital gains tax withholding payments

(a) The Seller declares that, for the purposes of subsection 14-225(1) of Schedule 1 to the TAA, it is and will continue to be an Australian resident for the period commencing on the date of this Agreement and ending on the date six months after the date of this Agreement.

(b) If the Completion Date is more than six months after the date of this Agreement, the Seller must deliver to the Buyer, at or before Completion, a further declaration in the form of NAT 74879 published by the Australian Taxation Office that it is an Australian resident at Completion.
(c) The Buyer acknowledges and agrees that:
(i) clauses 2.4(a) and 2.4(b) constitute a declaration for the purposes of sections 14-210(3) and 14-225(1) of Schedule 1 to the TAA, given by the Seller to the Buyer;
(ii) the Buyer is not aware that the declarations are false; and
(iii) in reliance of the declaration in clauses 2.4(a) and 2.4(b), the Buyer will not:
- (A) withhold (or procure the withholding of) any amount which could be construed as a capital gains tax withholding amount from any payments to be made to the Seller under this Agreement; or
- (B) pay a capital gains tax withholding amount to the Australian Taxation Office.
(d) In this clause 2.4:
(i) ‘ Australian resident ’ means an Australian resident as defined in section 995-1 of the Tax Act; and
(ii) any words or expressions used which have a particular meaning in the Tax Act have the same meaning unless the context otherwise requires.

2.5 Board Representation

(a) Subject to and from Completion, and for so long as the Seller Group Members hold, in aggregate, at least 10% of the CDIs (on an undiluted basis), the Seller will be entitled to appoint a Nominee Director to the board of the Buyer. The Seller may:
(i) nominate the Nominee Director by written notice to the Buyer specifying the identity of the person to be appointed as a director of the Buyer; and
(ii) seek to replace the Nominee Director on the board of the Buyer with a new Nominee Director by written notice to the Buyer specifying the identity of the person to replace the relevant Nominee Director.
(b) Where the Buyer receives a notice from the Seller pursuant to clause 2.5(a), subject to receipt by the Buyer of:
(i) a duly executed consent to act as a director from the relevant Nominee Director in accordance with the requirements of the BC Corporations Act and the Corporations Act;
(ii) if the Buyer Shares are listed for trading on the TSXV, a personal information form or declaration, as applicable, from the relevant Nominee Director in accordance with the requirements of the TSXV;
(iii) the relevant Nominee Director’s notifiable interests (as defined under the ASX Listing Rules) and such other information regarding the relevant Nominee Director as required by the Buyer in order to satisfy its obligations under the ASX Listing Rules and Corporations Act in relation to the appointment of the relevant Nominee Director;

(iv) satisfactory results (as determined by the Buyer, acting promptly and reasonably) from its background checks of the relevant Nominee Director, in accordance with the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations”, and, if the Buyer Shares are listed for trading on the TSXV, the policies of the TSXV, including without limitation clearance from the TSXV in respect of the personal information form or declaration, as applicable, filed in respect of the relevant Nominee Director; and
(v) a duly executed Confidentiality and Information Sharing Protocol Deed from the relevant Nominee Director,

the Buyer agrees to procure that, subject to their fiduciary duties, all members of the Buyer board vote in favour of the election of the Nominee Director to the board of the Buyer pursuant to this clause 2.5 and take such steps necessary to ensure that the Nominee Director is appointed to the board of the Buyer and to approve any alternate director nominated by the Nominee Director.

(c) In carrying out their duties:
(i) the Nominee Director may take into account the interests of the Seller; and
(ii) until the expiry of the 12 month period commencing on the Completion Date, the Nominee Director will support resolutions proposed by the board of the Buyer in relation to appointment of directors and any proposed Change of Control of the Buyer,

to the extent permitted by law and subject at all times to the Nominee Director’s fiduciary duties and in accordance with any voting exclusions or voting prohibitions imposed by the ASX Listing Rules, the TSXV, the BC Corporations Act or the Corporations Act.

(d) If:
(i) the Seller Group Members hold, in aggregate, less than 10% of Buyer Shares (on an undiluted basis); or
(ii) there is a Change of Control of the Seller,

the Seller must procure that the Nominee Director tenders his or her resignation for consideration by the board by no later than 5 Business Days following the event described in subsection (i) or (ii) above, as applicable (unless otherwise notified by the board of the Buyer).

(e) Where the Seller Group’s holding of Buyer Shares is temporarily diluted due to a requirement to obtain Buyer Shareholder approval to issue CDIs to a Seller Group Member, then the Seller Group will be deemed to hold (for the purpose of this Agreement) at least 10% of the CDIs (on an undiluted basis) on issue until the date that is 5 Business Days following the conclusion of the relevant Buyer Shareholder meeting at which approval for the issue of the CDIs is sought.

2.6 Concurrent Equity Raise

(a) Promptly following the Execution Date, the Buyer must undertake the Capital Raising.
(b) The Buyer agrees to use reasonable endeavours, in consultation with its lead manager for Capital Raising (if any) and having regard to its allocation policy, to prioritise the participation of the Seller Nominees in the Capital Raising.

3. Conditions precedent

3.1 Conditions precedent to Completion

Completion is conditional on each of the following Conditions having been satisfied or waived in accordance with clause 3.3:

No.	Condition	Responsible Party	Beneficiary
(a)	(ASX Confirmation): the Buyer obtaining confirmation from ASX that ASX Listing Rule 11.1.3 does not apply to the Transaction.	Buyer	Seller and Buyer
(b)	(Equity Raise) the Buyer completing the Capital Raising and demonstrating, to the satisfaction of the Seller, acting reasonably, that it has (or will have) A$5 million cash in bank immediately after Completion.	Buyer	Seller and Buyer
(c)	(Exploration Budget) the Buyer and the Seller agreeing, in principle, to a preliminary budget for exploration on the Tenements for the 24 months immediately following Completion, which will provide for a minimum of A$3 million being spent on exploration on the Tenements.	Buyer and Seller	Seller
(d)	(Regulatory approvals): The Buyer obtaining all required regulatory approvals including the requisite final acceptance from the TSXV in respect of the Transaction and the Capital Raising.	Buyer	Seller and Buyer
(e)	(Securities Laws): The issuance of the Consideration Shares shall be exempt from the prospectus and registration requirements under Applicable Securities Laws.	Buyer	Seller and Buyer
(f)	(Royalties): The Seller Group: (i) obtaining a deed of release signed by the relevant counterparties, on terms acceptable to the Seller and the Buyer, to secure the release of GRPL and EEPL from the Tembo Royalty Deed, Tembo Mortgage and Taurus Royalty Deed (and, if applicable, any mining mortgage registered pursuant to the Taurus Royalty Deed) and all conditions precedent in that deed of release having been satisfied or waived;	Seller	Seller and Buyer

No.	Condition	Responsible Party	Beneficiary
	(ii) procuring that EEPL, GRPL and the relevant counterparties enter into new royalty and security arrangements: (A) with the Tembo Parties or Osisko (as applicable) on substantially the same terms as the Tembo Royalty Deed and the Tembo Mortgage; and (B) with Taurus on substantially the same terms as the Taurus Royalty Deed (and, if applicable, the any mining mortgage registered pursuant to the Taurus Royalty Deed), and all conditions precedent in those royalty and security arrangements having been satisfied or waived; and (iii) procuring that EEPL, GRPL and the relevant counterparties enter into a tripartite deed or other arrangement governing the exercise of the respective royalty buy-back rights under the: (A) Tembo Royalty Deed and the new royalty arrangements between EEPL, GRPL and Osisko or the Tembo Parties (as applicable); and (B) Taurus Royalty Deed and the new royalty arrangements between EEPL, GRPL and Taurus, and all conditions precedent in the tripartite deed or other arrangement having been satisfied or waived, in each case on terms acceptable to the Seller and the Buyer.

3.2 Duties in relation to Conditions

(a) Each party must use its reasonable endeavours to ensure that the Conditions are satisfied as soon as reasonably practicable after the date of this Agreement and in any event on or before the Sunset Date.
(b) Each party must:
(i) supply each other party with copies of all applications made and documents supplied for the purpose of satisfying any Condition (provided that confidential and commercially sensitive information may be redacted);

(ii) keep each other party informed of the progress towards satisfaction of the Conditions and the performance of its obligations under clause 3.2(a);
(iii) co-operate with each other party in approaching the relevant Government Agency or Third Party for the purposes of satisfying the Conditions (but excluding allowing the other party the opportunity to be present at any meetings with any such Government Agency);
(iv) not take any action that would, or could reasonably be expected to, prevent or hinder the satisfaction of any Condition;
(v) notify each other party if a Condition becomes incapable of being satisfied before the Sunset Date; and
(vi) within 2 Business Days of a party becoming aware that a Condition has been satisfied, notify each other party in writing of that fact.

3.3 Satisfaction by waiver

A Condition may be waived only by the Beneficiary by giving notice of the waiver to the Responsible Party, copied to all other parties (but only to the extent set out in the waiver). If there is more than one Beneficiary, then the Condition can only be waived by written agreement between all Beneficiaries and the parties.

3.4 Failure to satisfy Conditions prior to Sunset Date

If all the Conditions have not been satisfied or waived on or before the Sunset Date, or any have become incapable of satisfaction before the Sunset Date, then this Agreement may be immediately terminated by either party (provided that the terminating party has complied with its obligations under clause 3.2) by giving notice to the other party in which case:

(a) all parties are released from their obligations under this Agreement, other than in respect of the Continuing Clauses;
(b) each party retains the rights it has against any other party for any breach of this Agreement that occurred or related to the period prior to the date of termination; and
(c) at the request of the Seller, the Buyer must promptly:
(i) return to the Seller or destroy all documents and other materials constituting Confidential Information which is in the possession or control of the Buyer or its Representatives, and, if required, provide the Seller with evidence of such destruction (if applicable); and
(ii) delete all of the Confidential Information in the possession or control of the Buyer or their Representatives, that is stored in an electronic or other medium and retrievable in perceivable form.

4. Consideration

The total consideration payable by the Buyer for the acquisition of the Sale Shares is:

(a) the Buyer making the Completion Payment to the Seller in accordance with clause 7.3(a);
(b) the Buyer issuing the Consideration Shares to the Seller in accordance with clause 7.3(b);

(c) the Buyer paying the Deferred Cash Consideration to the Seller in accordance with clause 9.6; and
(d) subject to the satisfaction of the Milestone Consideration Conditions, the Buyer paying the Milestone Consideration Amounts in cash or Milestone Consideration Shares in accordance with clause 8.1.

5. Termination prior to Completion

5.1 Grounds for Buyer to terminate

In addition to the rights set out in clause 3.4, the Buyer may terminate this Agreement at any time before Completion with immediate effect by notice in writing to the Seller if:

(a) the Seller fails to perform and comply, in all material respects, with its material obligations under this Agreement and:
(i) such breach is incapable of remedy; or
(ii) if such breach is capable of remedy and:
- (A) the breach arises under clause 6.1 and the Seller does not remedy such breach within 10 Business Days of receiving notice of the breach from the Buyer; or
- (B) the breach arises under any other clause of this Agreement and the Seller does not remedy such breach within 20 Business Days of receiving notice of the breach from the Buyer;
(b) a Material Adverse Change occurs in respect of the Company Group;
(c) at any time prior to Completion, the Seller is in breach of any of Seller Warranties 1 to 3 and, if such breach is capable of remedy, the Seller does not remedy such breach within 20 Business Days of notice of the breach by the Buyer; or
(d) an Insolvency Event occurs in relation to the Company Group or the Seller.

5.2 Grounds for Seller to terminate

In addition to the rights set out in clause 3.4, the Seller may terminate this Agreement at any time before Completion with immediate effect by notice in writing to the Buyer if:

(a) the Buyer fails to perform and comply, in all material respects, with their material obligations under this Agreement and:
(i) such breach is incapable of remedy; or
(ii) if such breach is capable of remedy, the Buyer does not remedy such breach within 20 Business Days of notice of the breach by the Seller;
(b)
a Material Adverse Change occurs in respect of the Buyer;
(c) at any time prior to Completion, the Buyer is in breach of any of the Buyer Warranties 1 to 3 and 4(a) and, if such breach is capable of remedy, the Buyer does not remedy such breach within 20 Business Days of notice of the breach by the Seller; or
(d) an Insolvency Event occurs in relation to the Buyer.

5.3 Notice of material changes

If, before Completion, any event, matter, circumstance, occurrence or change that is a Material Adverse Change occurs, the MAC Party must, immediately on becoming aware of that event, give written notice to the other party fully describing the event.

6. Conduct prior to Completion

6.1 Conduct of Projects

Except as otherwise provided in this Agreement or as otherwise consented to by the Buyer in writing, the Seller must, and must ensure that the Company Group Members must, from the date of this Agreement until Completion:

(a) ensure that all of the Tenements are maintained in good standing (or exemptions are sought where the Company Group does not comply with the expenditure conditions attaching to the Tenements for the relevant Tenement year) and conduct all operations and activities on the Tenements in accordance with and in compliance with the conditions of each Tenement and Good Industry Practices (for the avoidance of doubt, the making of an application for forfeiture in relation to a Tenement after the date of this Agreement, does not of itself mean that a Tenement is not in good standing); and
(b) comply with all Authorisations, laws, rules, regulations, ordinances, orders, judgments and decrees applicable to the Projects or operations as presently conducted.

6.2 Franco Nevada Royalty Deed

The Seller must do all acts and execute all documents necessary to ensure that, by entering into the new security arrangements described in clause 3.1(f)(i) of this Agreement, GRPL has either:

(a) complied with the terms of clause 6 of the Franco Nevada Royalty Deed; or
(b) Franco Nevada has otherwise consented in writing to the creation of the new security arrangements and agreed to waive the requirements of clause 6 of the Franco Nevada Royalty Deed.

6.3 Seller restrictive covenants

Subject to clause 6.4, the Seller must procure that the Company Group Members do not, between the date of this Agreement and Completion:

(a) ( securities ) create, grant, allot or issue any Securities or alter its share capital, including by splitting, consolidating, redeeming or buying back (or offering to buy back) any Securities;
(b) ( liquidation ) voluntarily enter into any bankruptcy, insolvency, liquidation, winding up or similar proceeding;
(c) ( constitution ) alter its constitution, certificate of incorporation or bylaws or analogous constituent document;
(d) ( dividends ) declare, make or pay any dividend or other distribution;
(e) ( debt ) create, incur, assume or otherwise become liable in respect of any debt or enter into any new debt facilities, amend the terms of any existing debt facilities or drawn down on existing debt facilities;

(f) ( loans ) make any loans, advances or capital contributions to any person;
(g) ( capital expenditure ) make any capital expenditure that is, in aggregate, in excess of [REDACTED – Commercially Sensitive Information] ;
(h) ( litigation ) commence, compromise or settle any litigation or similar proceedings involving claims in excess of [REDACTED – Commercially Sensitive Information] ;
(i) ( business and contracts ):
(i) dispose of or create any PPSA Security Interest in respect of, any material asset of either Company Group Member;
(ii) acquire all or substantially all of the business or assets of any other person;
(iii) acquire or dispose of Securities in any body corporate or units in any trust, or enter into, or terminate, any partnership or joint venture;
(iv) enter into, terminate or amend any Material Contract or enter into any new contracts;
(v) enter into any real property lease or licence, or equipment hire purchase, short term lease or operating lease;
(vi) guarantee, indemnify or give security for the obligations of any person; or
(vii) remove any assets located on or within the area of the Tenements.
(j) ( employees, consultants and contractors ) hire any employee, consultant or contractor;
(k) ( related party dealings ) enter into any agreement or transaction with or make any payment or give any benefit to a Seller Group Member (other than in respect of an agreement or transaction that will be forgiven pursuant to the Deeds of Forgiveness); or
(l) ( agree ) agree to do any of the things referred to in clauses 6.3(a) - 6.3(k).

6.4 Seller permitted acts

(a) Nothing in clauses 6.1 or 6.3 restricts the Seller, GRPL or EEPL from doing or omitting to do, any of the following:
(i) anything which it is specifically contemplated that the Seller, GRPL or EEPL must or may do prior to Completion in the transactions contemplated by this Agreement;
(ii) GRPL and EEPL entering into the Deeds of Forgiveness relating to the forgiveness of GRPL and EEPL's existing loans or debts to the Seller or any of the Seller Group Members;
(iii) anything required by Law or a Government Agency;
(iv) anything which Buyer approves or consents to in writing, such approval or consent not to be unreasonably withheld or delayed; and
(v) any action required to reasonably and prudently respond to an emergency or disaster (including a situation giving rise to a risk of personal injury or damage to property or the environment).

6.5 Buyer restricted covenants

Subject to clause 6.6, the Buyer must not, between the Execution Date and Completion:

(a) ( securities ) create, grant, allot or issue any Securities or alter its share capital, including by splitting, consolidating, redeeming or buying back (or offering to buy back) any Securities, such that the Buyer Shares described in Schedule 10 is an accurate and complete description of all Buyer Shares on issue as at the Execution Date, except pursuant to existing contractual obligations, the exercise of outstanding convertible Securities and pursuant to any security based compensation plan of the Buyer;
(b) ( constitution ) alter its constitution, certificate of incorporation or bylaws or analogous constituent document; or
(c) ( dividends ) declare, make or pay any dividend or other distribution.

6.6 Buyer permitted acts

Nothing in clause 6.5 restricts the Buyer from doing or omitting to do, any of the following:

(a) anything which it is specifically contemplated that the Buyer must or may do prior to Completion in the transactions contemplated by this Agreement (including the Capital Raising);
(b) anything required by Law or a Government Agency; or
(c) anything which Seller approves or consents to in writing, such approval or consent not to be unreasonably withheld or delayed.

6.7 Notice to Seller

At least 5 Business Days before Completion, the Buyer must give the Seller a notice setting out:

(a) details of its nominees to be appointed as directors, secretary and public officer of each Company Group Member from Completion; and
(b) the new registered office details of the Company Group Members from Completion.

6.8 Deeds of release

The Buyer consents to the Company Group Members, prior to Completion, entering into deeds of release with each director, alternate director, company secretary and public officer of the Company Group Members (which will be conditional on Completion occurring) on reasonable terms approved by the Buyer (which such approval must not be unreasonably withheld or delayed).

7. Completion

7.1 Time and place for Completion

Completion must occur at 2:00pm on the Completion Date at:

(a) the offices of the Seller’s lawyers in Perth, Western Australia; or
(b) any other place or time agreed in writing between the Seller and the Buyer (including remotely).

7.2 Seller’s obligations at Completion

On or before Completion the Seller must:

(a) deliver or cause to be delivered to the Buyer:
(i) ( Franco Nevada Royalty Deed ) written confirmation, in a form acceptable for the purposes of lodgement with the Department, that Franco-Nevada consents to the registration of the new security arrangements described in clause 3.1(f)(i) of this Agreement over the Caveated Tenements;
(ii) ( transfers ) an instrument of transfer in registerable form in respect of the Sale Shares in favour of the Buyer (as transferee) which have been duly executed by the Seller;
(iii) ( water licence ) an instrument of transfer in respect of the transfer of Ground Water Licence 178786 from the Seller to GRPL, duly executed by the Seller;
(iv) ( share certificates ) original share certificate in respect of the Sale Shares or, in respect of any lost or destroyed share certificate, a replacement share certificate accompanied by a declaration for a lost or destroyed share certificate in agreed form;
(v) ( register of members ) the register of members of each Company Group Member;
(vi) ( ASIC corporate key ) details of the ASIC corporate key for the Company Group;
(vii) ( Disclosure Material ) all the Seller Disclosure Materials on a USB or otherwise made available for download in a manner acceptable to the Buyer (acting reasonably);
(viii) ( Business Records ) the Business Records of the Company Group;
(ix) ( Project Information ) all Project Information, whether in the custody or control of a Company Group Member or a Seller Group Member;
(x) ( Deeds of Release (Tax Funding and Sharing Deeds) ) the Deed of Release (Tax Funding and Sharing Deeds) executed by each relevant member of the Seller Consolidated Group;
(xi) ( Voluntary Restriction ) a counterpart of the Voluntary Restriction Deed, duly executed by the Seller;
(xii) ( resignations ) written resignations from all directors, the secretaries and the public officers of the Company Group Members existing immediately prior to, Completion in a form provided by the Buyer to the Seller;
(xiii) ( Deed of Forgiveness ) the Deeds of Forgiveness executed by the Seller and each Company Group Member;
(xiv) ( Outgoing officer deeds ) copies of the fully executed deeds of release contemplated by clause 6.8;
(xv) ( director resolutions ) a copy of board minutes or written resolutions of the directors of each of the Company Group Members, pursuant to which the directors of each Company Group Member resolve (subject to and with effect from Completion occurring):

(A) in respect of the relevant Company Group Member, to register the transfers for the Sale Shares and enter the Buyer in its register of members as the holder of the Sale Shares;
(B) in respect of the relevant Company Group Member, to cancel the existing share certificates for the Sale Shares and issue a new certificate for the Sale Shares in the Buyer’s name;
(C) to appoint the Buyer’s nominees notified pursuant to clause 6.7(a), as the directors, the secretary and the public officer of the Company Group Members, subject to receipt of their signed consent to act;
(D) to accept the resignation of the existing directors, alternate directors, secretary and public officer of the Company Group Members who are resigning with effect from Completion; and
(E) to change the registered office of the Company Group Members to the address notified by the Buyer under clause 6.7(b); and
(b) ( other acts ) do all other acts and execute all other documents that this Agreement requires the Seller to do or execute at Completion.

7.3 Buyer’s obligations at Completion

On or before Completion, the Buyer must:

(a) ( Completion Payment ) pay the Completion Payment into the Seller’s Bank Account in Immediately Available Funds;
(b) ( Consideration Shares ) issue the Consideration Shares to the Seller in accordance with clause 7.4;
(c) ( TSXV matters ) deliver to the Seller evidence of the TSXV’s conditional acceptance of the transactions contemplated herein (including, for greater certainty, the Transaction and the Capital Raising);
(d) ( consents to act ) deliver to the Seller the consent to act signed by the Buyer’s nominees to be appointed as directors and secretary of the Company Group Members on Completion;
(e) ( transfers ) deliver to the Seller a counterpart of the original transfer instruments of the Sale Shares signed by the Buyer; and
(f) ( Voluntary Restriction Deed ) deliver to the Seller a counterpart of the Voluntary Restriction Deed, duly executed by the Buyer;
(g) ( other acts ) do all other acts and execute all other documents that this Agreement requires the Buyer to do or execute at Completion.

7.4 Consideration Shares

(a) The Consideration Shares to be issued under this Agreement:
(i) will be issued at Completion;
(ii) must be fully paid CDIs; and
(iii) must be free from Encumbrances when they are issued.

(b) The Parties agree and acknowledge that all Consideration Shares and the Milestone Consideration Shares (if any) shall only be issuable pursuant to available exemptions under Applicable Securities Laws on a prospectus exempt basis, including, without limitation, exemptions available under National Instrument 45-106 – Prospectus Exemptions and National Instrument 45-102 – Resale of Securities of the Canadian Securities Regulators. Accordingly, any Consideration Shares and Milestone Consideration Shares shall be subject to a four-month hold period from the date of issuance thereof and shall bear the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DATE OF ISSUANCE].”

(c) The Parties further agree and acknowledge that the Consideration Shares and Milestone Consideration Shares may be subject to additional escrow or hold periods prescribed by the TSXV, and may bear the following legend:

“WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DATE OF ISSUANCE].”

(d) For greater clarity, it is understood that the four month hold periods referenced in section 7.4(b) and 7.4(c) shall run from the respective dates of issuance of the Consideration Shares and Milestone Consideration Shares, as applicable.
(e) Promptly following the issue of the Consideration Shares, the Buyer must:
(i) procure the delivery to the Seller (or its nominees) a holding statement in respect of the Consideration Shares;
(ii) procure that the Seller (or its nominee) is entered into the central securities register of the Buyer as the registered holder of the Consideration Shares;
(iii) apply to ASX for official quotation of the Consideration Shares by the lodgement of an Appendix 2A on the ASX market announcements platform;
(iv) immediately following the issue of the Consideration Shares, lodge with ASX a cleansing notice that complies with section 708A(6) of Corporations Act in respect of the Consideration Shares, in accordance with section 708A(5)(e) of the Corporations Act (or if such a statement cannot be lodged, a compliance prospectus for the purposes of section 713 of the Corporations Act);
(v) within 10 days of the issue of the Consideration Shares and any Milestone Consideration Shares, file with the Canadian Securities Regulators any report required to be filed by Applicable Securities Laws in connection with the issuance of the Consideration Shares or any Milestone Consideration Shares within such time period, in the required form, and provide the Seller with copies of the report or reports; and
(vi) pay the GST attributable to the value of the Consideration Shares in cash within 2 Business Days of the issue of the Consideration Shares to the Seller.
(f) The Consideration Shares will be subject to a 12-month Voluntary Escrow from the Completion Date in accordance with the terms of the Voluntary Restriction Deed.

7.5 Conditions of Completion

(a) The obligations under clauses 7.2 and 7.3 (other than a requirement that has been waived under clause 7.6) are interdependent and must take place, to the extent possible, simultaneously. Completion is conditional on, and will not be taken to have occurred until all of the respective obligations have been complied with under clauses 7.2 and 7.3 (other than a requirement that has been waived under clause 7.6). If one action does not take place, then without prejudice to any rights available to any party as a consequence, there is no obligation on any party to undertake or perform any of the other actions.
(b) If a party ( Defaulting Party ) fails to comply with its obligations under this clause 7, then the other party (not being the Defaulting Party) ( Notifying Party ) may give the Defaulting Party a notice requiring the Defaulting Party to satisfy those obligations within a period of up to 10 Business Days from the date of the notice and declaring time to be of the essence.
(c) If the Defaulting Party fails to satisfy the relevant obligations referred to in clause 7.5(b) within the time stipulated in clause 7.5(b), then the Notifying Party may, without limiting any other rights it may have, terminate this Agreement by giving written notice to the other parties.
(d) Upon termination of this Agreement pursuant to clause 7.5(c), the parties must promptly;
(i) return to the other all documents delivered under this clause 7;
(ii) repay to the other all payments received by it under this clause 7; and
(iii) do everything reasonably required by the other to reverse any action taken under this clause 7,

without prejudice to any other rights any party may have in respect of that failure under this Agreement or at Law.

7.6 Right to waive

The Buyer may, by notice to the Seller on or before Completion, waive the requirement of the Seller to comply with one or more of the requirements referred to in clause 7.2, in which case Completion will still occur and the Seller is not required to comply with the requirements specified in the notice on or before Completion, but instead must, unless otherwise specified in writing by the Buyer, comply with:

(a) those requirements as soon as reasonably possible after Completion; and
(b) any reasonable conditions to the Buyer's waiver set out in the notice.

8. Contingent Consideration

8.1 Milestone Consideration

(a) The Buyer must notify the Seller as soon as practicable following the satisfaction of each Milestone Consideration Condition and, in any event, within 2 Business Days of satisfaction.
(b) On the satisfaction of each Milestone Consideration Condition then, except to the extent that the Buyer is entitled to make, and so makes, an election to pay all or part of the Milestone Consideration Amount in CDIs pursuant to clause 8.1(c), the relevant

Milestone Consideration Amount is payable to the Seller in cash to the Seller's Bank Account in Immediately Available Funds on the date that is 10 Business Days after the Relevant Date. The Seller must issue a tax invoice for each Milestone Consideration Amount to the Buyer within 2 Business Days of receipt of notification of the satisfaction of the relevant Milestone Consideration Condition.

(c) The Buyer may elect, by notice to the Seller within 5 Business Days of a Relevant Date, to satisfy all or part of its obligation to pay the Milestone Consideration Amount by allotting and issuing CDIs to the Seller (or its nominee) in accordance with clauses 8.1(g) or 8.1(h) (as applicable) ( Milestone Consideration Share Election ), provided that all of the following are satisfied:
(i) at all times from the Relevant Date until the relevant CDIs are issued, the Buyer is admitted to the official list of the ASX;
(ii) if required by the ASX, the latest date on which the Buyer can elect to issue Milestone Consideration Shares will be 5 years following the Completion Date, following which any payment under this clause 8.1 will be fulfilled in cash;
(iii) the Buyer has obtained all necessary regulatory and shareholder approvals to issue the relevant Milestone Consideration Shares to the Seller; and
(iv) the issue of the Milestone Consideration Shares to the Seller will not result in the Seller Group or any other person holding a relevant interest of 20% or more of the CDIs; and
(v) the relevant Company Group Member is a wholly-owned subsidiary of the Buyer,

failing which the Buyer will not be entitled to make a Milestone Consideration Share Election in respect of the relevant Milestone Consideration Amount.

(d) If the Buyer makes a Milestone Consideration Share Election and any of the conditions in clause 8.1(c) cease to be satisfied prior to the issue of the Milestone Consideration Shares in accordance with this Agreement, the Buyer must pay the Milestone Consideration Amount in cash in full in accordance with clause 8.1(b).
(e) If the Buyer makes a Milestone Consideration Share Election, the Seller may, by notice in writing to the Buyer within 2 Business Days, nominate another Seller Group Member to become the registered holder of the relevant Milestone Consideration Shares.
(f) If the Buyer makes a Milestone Consideration Share Election, the relevant Milestone Consideration Shares will be:
(i) issued at a deemed issue price equal to the Milestone Issue Price;
(ii) fully paid CDIs;
(iii) freely tradeable upon issue, other than in respect of any hold period required under Applicable Securities Laws; and
(iv) free from Encumbrances when they are issued.
(g) If the Buyer makes a Milestone Consideration Share Election under clause 8.1(c) and is not otherwise required to pay all of the Milestone Consideration Amount in cash, the Buyer may, subject to clause 8.1(h), allot and issue to the Seller such number of Milestone Consideration Shares calculated as follows:

X / A = B

where:

X = the part of the Milestone Consideration Amount in A$ that the Buyer elects to satisfy by the issue of CDIs;

A = the applicable Milestone Issue Price; and

B = the number of CDIs to be issued,

on the date that is 10 Business Days after the Relevant Date, and must pay the balance of the Milestone Consideration Amount in cash to the Seller in accordance with clause 8.1(b).

(h) If, immediately prior to the Relevant Date, the Buyer's 20-day VWAP is lower than the Floor Price, the Buyer may elect to allot and issue to the Seller a maximum number of Milestone Consideration Shares calculated as follows:

A x B = C

where:

A = the 20-day VWAP immediately prior to the Relevant Date

B = 22,727,273

C = maximum amount of the Milestone Consideration Shares that the Buyer can issue,

on the date that is 10 Business Days after the Relevant Date, and must pay the balance of the Milestone Consideration Amount in cash to the Seller in accordance with clause 8.1(b).

(i) Promptly following the issue of any Milestone Consideration Shares pursuant to this clause 8.1, the Buyer must:

(i) procure the delivery to the Seller (or its nominees) a holding statement in respect of the Milestone Consideration Shares issued;
(ii) procure that the Seller (or their nominee) is entered into the register of members of the Buyer as the registered holder of the Milestone Consideration Shares issued;
(iii) apply to ASX for official quotation of the Milestone Consideration Shares by the lodgement of an Appendix 2A on the ASX market announcements platform;
(iv) immediately following the issue of the Milestone Consideration Shares, lodge with, as applicable:
(A) a news release and Material Change Report on SEDAR+;
(B) any such documents as required by the TSXV; or
(C) ASX a cleansing notice that complies with section 708A(6) of Corporations Act in respect of the Milestone Consideration Shares issued under this Agreement, in accordance with section 708A(5)(e) of the Corporations Act (or if such a statement cannot be lodged, a

compliance prospectus for the purposes of section 713 of the Corporations Act); and

(v) pay the GST attributable to the value of the Milestone Consideration Shares in cash within 2 Business Days of the issue of the Milestone Consideration Shares to the Seller.

8.2 Provision of information relating to Mineral Resources

(a) On a quarterly basis:
(i) the Buyer must provide the Seller with any relevant information in relation to the Mineral Resource that may form part of any proposed Mineral Resource Statement and the Seller will have the opportunity to review such information; and
(ii) the Buyer will, if requested by the Seller, discuss the information relating to the Mineral Resource with the Buyer (including making available the relevant Buyer Personnel that the Seller may, acting reasonably, request for such discussion).
(b) Prior to payment in full of the Milestone Consideration Amount, the Seller may request, and the Buyer must promptly provide (and procure that its Related Bodies Corporate provide), reasonable access to the information and documents in the possession or control of the Buyer or the Company Group Members and permit the Seller access to inspect such information and documents relating to the Tenements, including any related assessment of the 'Mineral Resources' or 'Ore Reserves' (as those terms are defined in the JORC Code).
(c) Any information or documents provided pursuant to this clause 8.2 shall constitute Confidential Information for the purposes of clause 21 and, in respect of such Confidential Information, the Seller undertakes, and agrees to procure that its Representatives undertake, that neither it nor its Representatives will deal, or cause any other person to deal, in securities in the Buyer contrary to Division 3, Part 7.10 of the Corporations Act, the ASX Listing Rules or any other applicable securities laws and the restrictions contained therein.
(d) Nothing in this clause 8.2 will restrict the Buyer from complying with its continuous disclosure obligations under the ASX Listing Rules or the requirements of the TSXV.

9. After Completion

9.1 Lodging documents

Following Completion, the Buyer must promptly lodge any documents required to update the change in each Company Group Member’s information and details and take all other action required to give effect to Completion.

9.2 Water Licence

Following Completion, the Seller will use its best endeavours to transfer Ground Water Licence 178786 to GRPL as soon as reasonably practicable, including applying for Ministerial consent (if required).

9.3 Restrictions on Seller

From Completion until the transfer of the Sale Shares is entered into each Company Group Member’s register of members (such that the Sale Shares are registered in the name of the Buyer) the Seller:

(a) appoints the Buyer as the sole proxy of the holders of the Sale Shares to attend shareholders’ meetings and exercise the votes attaching to the Sale Shares;
(b) holds all rights, payments, distributions and entitlements accruing to the Seller as registered holders of the Sale Shares in trust for the Buyer absolutely;
(c) must not attend and vote at any shareholders’ meetings; and
(d) must take all other actions in capacity of a registered holder of the Sale Shares as the Buyer directs.

9.4 Access to Records by Seller

(a) After Completion, the Seller may retain a copy of all Business Records and Project Information that constitute Retained Information and are necessary for it to comply with any applicable Law (including Tax Law) and to prepare Tax returns or other returns required by it under any Law provided that any such Retained Information will be subject to the confidentiality restrictions in clause 21.1.
(b) The Buyer must procure that all Business Records and Project Information is preserved in respect of the period prior to (and up to and including) the Completion Date until the later of:
(i) six years from the Completion Date; and
(ii) any date required by an applicable Law.
(c) After Completion the Buyer must, on reasonable notice, provide the Seller and its advisers with reasonable access to the Records and allow the Seller to inspect and obtain copies or certified copies of the Records at the Seller’s expense:
(i) that are, or are reasonably likely to be, relevant to any investigation by a Government Agency or any litigation that is actual, pending or threatened that relates to the period up to and including Completion;
(ii) for the purpose of assisting the Seller to comply with any applicable Law (including Tax Law), to prepare Tax returns and other returns, accounts or other financial statements required of the Seller or any Related Body Corporate of the Seller by Law or any other regulatory requirements of any Government Agency, to comply with Tax, Duty or other legal requirements or that are relevant to the conduct of legal or arbitration proceedings that relates to the period up to and including Completion,

provided (and to the extent) that such access will not result in a loss of legal professional privilege in relation to such Records.

(d) The Seller must reimburse the Buyer or the relevant Company Group Member for its reasonable costs in retrieving any Business Records under this clause 9.4.

9.5 Orderly Sale Restriction

The following Orderly Sale Restrictions will apply should the Seller wish to dispose of the Consideration Shares:

(a) the Seller must not dispose of CDIs making up greater than 1.0% of the total CDIs on issue in any rolling 20 Trading Day period other than in accordance with this clause 9.5 or otherwise agreed by the Buyer (acting reasonably);
(b) in the event the Seller wishes to dispose of CDIs in excess of the amount permitted by clause 9.5(a), the Seller must provide the Buyer with prior written notice of its intention to dispose of those CDIs ( Disposal Notice );
(c) the Disposal Notice must specify:
(i) the number of CDIs that the Seller proposes to dispose of ( Disposal Shares ); and
(ii) the proposed minimum sale price for the Disposal Shares;
(d) the Seller must not dispose of the Disposal Shares until at least two full Trading Days after the Buyer has received the Disposal Notice ( Notice Period );
(e) during the Notice Period, the Buyer may (but is not obliged to) give written notice to the Seller of an alternative bona fide buyer or buyers for the Disposal Shares, at a price no less than the minimum sale price specified in the Disposal Notice ( Alternative Disposal Notice );
(f) where the Buyer gives an Alternative Disposal Notice, the Seller may either:
(i) elect not to proceed with the sale of the Disposal Shares; or
(ii) dispose of the Disposal Shares to the bona fide buyer or buyers specified in the Alternative Disposal Notice at the price set out in the Alternative Disposal Notice;
(g) if:
(i) the Buyer does not give an Alternative Disposal Notice within the Notice Period; or
(ii) the buyer(s) nominated by the Buyer under an Alternative Disposal Notice fail to complete the sale of the Disposal Shares within 2 Business Days of the Alternative Disposal Notice,

then the Orderly Sale Restrictions cease to apply to those Buyer Shares of the Seller, and the Seller may dispose of those Buyer Shares at its sole discretion; and

(h) the obligations of the Seller under this clause 9.5 will not apply if the Seller holds less than 5.0% of the issued capital in the Buyer.

9.6 Deferred Cash Consideration

On the date which is 12 months from the Completion Date, the Buyer must pay the Deferred Cash Consideration into the Seller’s Bank Account in Immediately Available Funds, provided the Seller has issued a valid tax invoice to the Buyer.

9.7 Equity Participation Right

(a) Subject to clause 9.7(e), with effect on and from Completion, the Buyer undertakes that it will provide confidential email notice to the Seller not less than 10 Business Days (unless otherwise agreed by the parties) prior to any proposed Prescribed Equity Offer ( Capital Raising Notice ).

(b) The Capital Raising Notice must specify the proposed size, structure and timing (and any other material terms) of the Prescribed Equity Offer.
(c) Should the Seller wish to participate in the Prescribed Equity Offer, the Seller must provide written notice to the Buyer to that effect by no later than 6 Business Days prior to the time proposed by the Buyer for announcement of that Prescribed Equity Offer, unless the parties agree otherwise ( Participation Notice ) and the parties must consult in good faith for a period of not less than 4 Business Days (unless otherwise agreed in writing by the parties) with respect to the Seller’s participation in the Prescribed Equity Offer.
(d) If the Seller provides a Participation Notice and the Seller agrees to provide customary representations in respect of its suitability to participate in the Prescribed Equity Offer, the Buyer must use its reasonable endeavours to permit the Seller to participate in the Prescribed Equity Offer. If Shareholder approval is required by law, ASX Listing Rules or the policies of the TSXV before Equity Securities can be issued to the Seller pursuant to the Prescribed Equity Offer, then such issue is conditional upon receipt of that prior Buyer Shareholder approval and the Buyer must take all reasonable steps to ensure that Buyer Shareholder approval is obtained in respect of the issue of such Equity Securities to the Seller as soon as reasonably possible (including taking all reasonable steps to procure the Buyer’s Directors that are not affiliated with the Seller unanimously recommend that Buyer Shareholders vote in favour of the resolution approving the issue of such Equity Securities to the Seller, subject at all times to each Director’s fiduciary and statutory duties).
(e) The Seller’s right under clause 9.7(a) will cease immediately if:
(i) a Change of Control occurs in respect of the Seller; or
(ii) the members of the Seller Group hold less than 10% of Buyer Shares (subject to clause 9.7(f)).
(f) Where the Seller Group’s holding of Buyer Shares is temporarily diluted due to a requirement to obtain Buyer Shareholder approval to issue Buyer Shares to the Seller Group, then the Seller Group will be deemed to hold (for the purpose of this Agreement) at least 10% of the Buyer Shares until the date that is 5 Business Days following the conclusion of the relevant Buyer Shareholder meeting at which approval for the issue of the Buyer Shares is sought.
(g) Upon receiving a Capital Raising Notice under clause 9.7, the Seller must:
(i) comply with all applicable insider trading laws; and
(ii) ensure that its Related Bodies Corporate (as defined in section 50 of the Corporations Act) who are provided with information regarding the Capital Raising Notice also comply with all applicable insider trading laws.

9.8 Buyer Covenants

(a) For a period of two years following the Completion Date, the Buyer will use its commercially reasonable efforts to remain a “reporting issuer” under Applicable Securities Laws in Canada, provided that this covenant is subject to the obligations of the directors of the Buyer to comply with their fiduciary obligations to the Buyer, and shall not prevent the Buyer from completing: (i) a bona fide take-over bid made to all holders of Buyer Shares or similar business combination transaction, or (ii) any transaction which would result in the Buyer ceasing to be a “reporting issuer” so long as the holders of Buyer Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Buyer Shares have approved

the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Buyer Shares are then listed or quoted).

(b) The Buyer will not take any action for a period of two years after the Completion Date which would reasonably be expected to result in the delisting or suspension of the Buyer Shares on or from the TSXV or on or from any securities exchange, market or trading or quotation facility on which the Buyer Shares are then listed or quoted, provided that this covenant is subject to the obligations of the directors of the Buyer to comply with their fiduciary obligations to the Buyer, and shall not prevent the Buyer from completing: (i) a bona fide take-over bid made to all holders of Buyer Shares or similar business combination transaction, or (ii) any transaction which would result in the Buyer graduating to the TSX or ceasing to be listed on the TSXV (or any securities exchange, market or trading or quotation facility on which the Buyer Shares are then listed or quoted) so long as the holders of Buyer Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Buyer Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Buyer Shares are then listed or quoted).

10. Tenement Maintenance

10.1 Application of clause

This clause 10 applies with effect on and from Completion until such time as the Buyer has paid the full Milestone Consideration Amount of A$6,000,000 to the Buyer in accordance with this Agreement.

10.2 Mining Operations

The Buyer must ensure the Company Group conducts Mining Operations on the Tenements safely and efficiently and in a good, workmanlike and commercially reasonable manner in accordance with good Australian mining practice.

10.3 Maintenance of Tenements in good standing

The Buyer acknowledges and agrees that the Buyer is responsible, at the Buyer Group’s cost, for ensuring the Company Group keeps the Tenements valid and in full force and effect under the Mining Act, including:

(a) observing the provisions of the Mining Act and the terms and conditions upon which the Tenements were granted and all other legislation affecting the Tenements and Mining Operations and activities conducted by the Company Group on or about the Tenements, including lodging in good time all required reports;
(b) paying all fees, rates, royalties, taxes and rental payments due in respect of all of the Tenements;
(c) ensuring all Statutory Tenement Obligations are met or exemptions obtained; and
(d) making all necessary applications for renewals of the Tenements.

10.4 Relinquishment of Tenements

(a) A Buyer Group Member must give the Seller at least 45 days prior notice ( Relinquishment Notice ) of its intention for any reason (including being compelled or

required by Law) to relinquish, surrender or not renew or extend the whole or any part of a Tenement, ( Relinquished Tenement ) prior to relinquishing, surrendering or failing to renew or extend the Tenement.

(b) Within 14 days of receiving a Relinquishment Notice, the Seller may, if the Relinquished Tenement is capable of being conveyed to the Seller, give notice to the Buyer Group Member requiring them to convey the Relinquished Tenement to the Seller, free of Tenement Encumbrances for $1.00, and the Buyer Group Member must do so forthwith, together with all material information and data which the Buyer Group has within its possession or control relating to the Relinquished Tenement.
(c) If the Seller does not exercise its right to acquire the Relinquished Tenement, then the Buyer Group Member may proceed to relinquish, surrender or not renew or extend the Relinquished Tenement and this Agreement will no longer apply to the Relinquished Tenement.
(d) If the Buyer Group Member is required by law to relinquish or surrender part of a Tenement and that part Tenement is not capable of being conveyed to the Seller, then the Buyer Group Member may relinquish or surrender that part of the Tenement and upon relinquishment or surrender, this Agreement no longer applies to the part of the Tenement relinquished or surrendered.

10.5 Assignment of Tenements

(a) A Buyer Group Member may not Assign any Tenement unless the Buyer delivers to the Seller an Assumption Deed executed by the relevant Buyer Group Member, the Seller and the proposed Assignee under which the proposed Assignee agrees to comply with clauses 8 and 10 of this Agreement in relation to the Tenements being Assigned.
(b) The Buyer covenants in favour of the Seller that it will procure that the Buyer Group Members will not grant any Tenement Encumbrance over the Tenements unless the Encumbrancee executes a deed of covenant to which the other parties are parties under which the Encumbrancee agrees to be bound by the terms of this Agreement in exercising the Encumbrancee’s powers or remedies under the Tenement Encumbrance, as if it was a party to this Agreement.

10.6 Caveat

(a) The Buyer acknowledges that the Seller may lodge a caveat against the Tenements under the Mining Act to protect its right to receive the Milestone Consideration Amount under this Agreement and hereby consents to any such lodgement.
(b) The Buyer covenants that it will not, and it will procure that the Buyer Group does not, take any steps to seek the removal of any caveat lodged by the Seller.

11. Tax matters

11.1 Post Completion Date returns

The Buyer will, at its own cost and expense, have the sole control of the preparation and filing of all Tax Returns of the Group for any period which commences on or after the Completion Date.

11.2 Straddle returns

(a) The Buyer has, at its own cost and expense, the sole conduct and control of the preparation and filing of all Tax Returns of the Company Group Members for any period which commences before but ends on or after the Completion Date ( Straddle Return ).
(b) The Buyer must ensure that each Straddle Return is prepared in a manner consistent with the requirements of any Tax Law and the past practice of the Company Group Member and must deliver each Straddle Return to the Seller as soon as it is available but no later than 20 Business Days (or for any Straddle Return that does not relate to income tax, 10 Business Days) before it is due to be filed (taking into account any extension of time to file the Straddle Return that has been properly obtained) for the Seller’s review and comment.
(c) If the Seller objects to any items set out in the Straddle Return it must notify the Buyer of the objection as soon as it is aware of the objection but no later than five Business Days (or for any Straddle Return that does not relate to income tax, three Business Days) before the Straddle Return is due to be filed. If the Seller does not notify the Buyer of an objection within that period, the Seller is deemed to agree with the manner in which the Straddle Return has been prepared.
(d) The parties agree to deal with each other in good faith and to consider any comments that the Seller may have in relation to a Straddle Return.
(e) If there is a dispute in relation to a Straddle Return under clause 11.3 which is not resolved before the due date for filing the return, the Buyer and the Seller must:
(i) ensure that the return is filed as prepared by the Buyer; and
(ii) ensure that an amended return, which reflects the resolution of the disputed items under clause 11.3, is filed promptly after the disputed items are resolved (if required having regard to the terms of the resolution of the disputed items).

11.3 Objections to Straddle Returns

(a) If the Seller objects to any items set out in a Straddle Return the Seller must give notice in writing to the other party ( Tax Dispute Notice ) as soon as it is aware of the objection, but no later than 5 Business Days before the Straddle Return is due to be filed (taking into account any extension of time to file the return which has been properly obtained), setting out full details of the objection including:
(i) the items in dispute;
(ii) as far as possible, the amount in dispute; and
(iii) as far as possible, the adjustments or amendments to the Straddle Return which they are seeking,

( Tax Disputed Matter ).

(b) If the Seller give a Tax Dispute Notice, the Buyer and the Seller must enter into good faith negotiations and use all reasonable endeavours to agree the Tax Disputed Matters in dispute as quickly as possible.
(c) If the Buyer and the Seller cannot resolve any such dispute within 10 Business Days after the objection being notified (or such other period as they agree in writing), then:

(i) the Buyer must appoint a Tax Expert to determine the proper treatment of the Tax Disputed Matter;
(ii) the item or items in dispute must be notified to the Tax Expert in writing by the Buyer and the Seller within 10 Business Days of the Tax Expert’s appointment;
(iii) the parties must promptly supply and provide the Tax Expert with any information, assistance, access and right to take copies of books and records of account, documents, files, working papers and information stored electronically and co-operation requested in writing by the Tax Expert in connection with its determination. All correspondence between the Tax Expert and a party must be copied to the other party;
(iv) the Tax Expert is entitled (to the extent it considers it appropriate) to base its determination on the information provided under clause 11.3(c)(iii) and on the accounting and other records of the Company Group;
(v) the Tax Expert’s determination is, in the absence of manifest error, final and binding on the parties and a party must not commence court proceedings or arbitration in relation to the dispute; and
(vi) the Tax Expert’s costs and expenses in connection with the dispute resolution proceedings will be borne by the parties in such manner as the Tax Expert determines (having regard to the merits of the dispute), and the parties must instruct the Tax Expert to make a determination on this matter. If the Tax Expert is unable or unwilling to make such a determination, the costs and expenses must be borne by the Seller (on the one hand) and the Buyer (on the other hand) equally.
(d)
The Tax Expert must act as an expert and not as an arbitrator.
(e) Despite the appointment or determination of the Tax Expert under clause 11.3(c), the Buyer and Seller may, at any time, agree in writing the treatment of any or all of the Tax Disputed Matters.

11.4 Deeds of Forgiveness

The Seller must execute and the Seller must procure that the relevant Seller Group Members execute, the Deeds of Forgiveness at least 1 Business Day prior to the Company Group Members exiting the Seller Consolidated Group under clause 11.5.

11.5 Exit from Seller Consolidated Group

The Seller must:

(a) procure that until the Completion Date:
(i) the Company Group Members remain members of the Seller Consolidated Group; and
(ii) the Tax Sharing Agreement and the Tax Funding Agreement is not terminated or amended without the prior written consent of the Buyer;
(b) no later than 10 Business Days before Completion, give the Buyer a draft calculation of the Leaving Contribution Amount, if any, for the Company Group Members;
(c) no later than 2 Business Days before Completion:

(i) give the Company Group Members a calculation of the Leaving Contribution Amount based on the draft calculation referred to in clause 11.5(b); and
(ii) procure that the Company Group Members gives all other notifications required to be given under the Tax Sharing Agreement in connection with the proposed exit of the Company Group Members from the Seller Consolidated Group;
(d) no later than 1 Business Day before Completion, procure that:
(i) the Company Group Members pay to the Seller the Leaving Contribution Amount and provide to the Buyer written evidence of that payment having been made;
(ii) the Company Group Members provide the Deeds of Release (Tax Funding and Sharing Deeds) to the Buyer; and
(e) in the event that the Commissioner of Taxation gives the Seller a notice requiring production of a copy of the Tax Sharing Agreement, provide such copy to the Commissioner of Taxation within 14 days after the notice is given, and notify the Buyer in writing of the request from the Commissioner of Taxation as soon as practicable following its receipt.

12. Seller Warranties

(a) The Seller represents and warrants to the Buyer that each Seller Warranty is true, correct and not misleading in any material respect:
(i) in respect of each Seller Warranty that is expressed to be given on a particular date, on that date; and
(ii) in respect of each other Seller Warranty, on the date of this Agreement and immediately before Completion.
(b) The Seller acknowledges that the Buyer has entered into this Agreement in reliance on the Seller Warranties.
(c) Each of the Seller Warranties is to be construed independently of the others and is not limited by reference to any other Seller Warranty.

13. Buyer Warranties

(a) The Buyer represents and warrants to the Seller that each Buyer Warranty is true, correct and not misleading in any material respect:
(i) in respect of each Buyer Warranty that is expressed to be given on a particular date, on that date; and
(ii) in respect of each other Buyer Warranty, on the date of this Agreement and immediately before Completion.
(b) The Buyer acknowledges that the Seller has entered into this Agreement in reliance on the Buyer Warranties.
(c) Each of the Buyer Warranties is to be construed independently of the others and is not limited by reference to any other Buyer Warranty.

14. Indemnities

14.1 Indemnity for Warranty Claims

The Seller indemnifies the Buyer from and against any Loss that the Buyer or a Company Group member pays, suffers, incurs or is liable for as a result of a breach of a Seller Warranty, except to the extent that the Seller Warranty is qualified or the Seller's Liability is limited under the provisions of this Agreement.

14.2 Tax indemnity

(a) The Seller indemnifies the Buyer against and must pay the Buyer on demand:
(i) the Tax Demand Amount in respect of any Tax Demand, to the extent that it relates to any period, or part period, up to and including the Completion Date;
(ii) any Tax that a Company Group Member is liable to pay as a result of that Company Group Member having been a member of the Seller Consolidated Group; and
(iii) any reasonable third party professional expenses incurred by the Buyer or the Group Company in investigating, disputing, settling or otherwise managing any Claim made under clause 14.2(a)(i),

except to the extent that:

(b) the Tax Demand arises as a result of legislation, regulation, rule or order, judicial or administrative interpretation of the law, or practice or policy of any Government Agency not in force as at the date of this document or as a result of any change of any Law after Completion (including where such changes have retrospective effect);
(c) the Tax Demand arises as a result of any change in an Accounting Standard which has compulsory effect after the date of this document (whether or not it could have been voluntarily adopted prior to the date of this document);
(d) the Tax is provided for in the Accounts and Management Accounts;
(e) a Buyer Group Member takes a position in relation to the application of a Tax Law which is inconsistent with the position taken by a Company Group Member before the Completion Date (including any position adopted in relation to the calculation of any reserve or provision relating to Tax in the Accounts and Management Accounts;
(f) the Buyer or any Company Group Member recovers any amount in respect of the Claim or from circumstances out of which the Claim arises (net of Taxes and costs of recovery) from any Third Party including under any insurance policy;
(g) the Tax Demand arises from or is increased by the failure by the Buyer or (after Completion, a Company Group Member) after Completion to:
(i) lodge any return, notice, objection or other document in relation to the subject matter of a Tax Demand;
(ii) claim all or any portion of any relief, allowance, deduction, credit, rebate or right to repayment arising in respect of the period prior to Completion which would otherwise be available to reduce or eliminate the Tax Demand Amount;

(iii) disclose or correctly describe in any return, notice, objection or other document relating to the Tax Demand any fact, matter or thing to the extent that it was within the knowledge of a Buyer Group Member;
(iv) comply with clause 16.6; or
(v) take any other action which a Buyer Group Member is required to take under any Laws relating to Tax; or
(h) the Tax Demand arises out of the application by the Buyer or (after Completion) a Company Group Member for:
(i) an amended Tax assessment; or
(ii) adjustment to a Tax Return or Tax assessment,

in relation to a period ending on or before Completion which may result in a Tax Claim, except with the prior written consent of the Seller.

(i) For the avoidance of doubt, the Buyer may not double recover any amount under the indemnity in clause 14.2(a) and any Claim for breach of a Tax Warranty.

14.3 Refunds

(a) If after Completion, a Buyer or a Company Group Member receives the benefit of any refund in relation to Tax paid by the Company Group Member before Completion ( Tax Refund Amount ), then the Buyer must within 20 Business Days pay the Tax Refund Amount to the Seller.
(b) The Buyer must provide the Seller with all reasonable assistance required in connection with obtaining a Tax Refund Amount.

14.4 Lithium Rights Agreement

The Seller indemnifies and agrees to keep indemnified the Buyer or any Buyer Group Member against any Loss that they suffer or incur in relation to or in connection with any breach by GRPL of the Lithium Rights Agreement except to the extent that that breach is caused by any direct or indirect action or omission of GRPL after Completion.

15. Qualifications and limitations on Buyer Claims

15.1 Disclosure

The Buyer acknowledges and agrees that the Seller has disclosed or is deemed to have disclosed against the Seller Warranties, and the Seller is not liable for any Warranty Claim, to the extent the Warranty Claim is based on any fact, matter or circumstance that:

(a) is Fairly Disclosed in:
(i) this Agreement; or
(ii) the Seller Disclosure Materials;
(b) would have been revealed had the Buyer conducted searches of the Public Records and be reasonably directed to a chain of enquiry into the relevant fact, matter or circumstance; or
(c) is within the actual knowledge of the Buyer before the date of this Agreement,

(such facts, matters or circumstances being Disclosed for the purposes of this Agreement).

15.2 Exclusion of other representations and warranties

Except as expressly stated in the Seller Warranties, the Seller gives no other representations or warranties. To the extent permitted by law, all warranties, representations and undertakings (whether express or implied and whether oral or in writing) made or given by the Seller or their respective Representatives (except as expressly set out in this Agreement) are expressly excluded.

15.3 Acknowledgments of the Buyer

(a) The Buyer acknowledges and agrees that it has had the opportunity to, and has, conducted due diligence investigations in relation to the Company Group and the Projects before the date of this Agreement, including the opportunity to undertake a site visit to the Tenements, and has had the opportunity to raise such enquiries as it considered necessary with the Seller in relation to the Company Group and the Projects.
(b)
The Buyer acknowledges and agrees that:
(i) the Data Room may contain certain information, pre-dating 1 January 2021, in relation to the Company Group and/or the Projects ( Historic Information ) which has been provided by the Seller for information purposes only;
(ii) notwithstanding anything to the contrary in this Agreement, the Seller gives no representations and warranties in relation to the Historic Information; and
(iii) no Buyer Group Member is entitled to make a Claim and the Seller is not liable for any Loss for a Claim to the extent that the Claim relates to the Historic Information.

15.4 Specific exclusions relating to Seller Warranties

Without limiting clauses 15.2 and 15.3, no express or implied representation or warranty is given by Seller or its Representatives as to the following matters:

(a) the future financial performance or prospects of the Company Group or the Projects;
(b) the quantity, grade, quality or consistency of any minerals that may be extracted from the Tenements; or
(c) the estimate of the expected costs of rehabilitation relating to the Tenements.

15.5 Knowledge, belief or awareness as to Seller Warranties

(a) A reference to " to the best of the Seller's knowledge ", " as far as the Seller is aware " or similar words to that effect, in relation to a fact, matter or circumstance, is to the actual knowledge of David Coyne (Executive Director), Tejal Magan (Company Secretary) and Nicholas Jolly (General Manager of Exploration & Development) of the Seller, or the actual knowledge that they would reasonably be expected to have after having made reasonable enquiries of their direct reports in each case, as at the date of this Agreement.
(b) The knowledge, belief or awareness of any person other than the persons identified above will not be imputed to the Seller.
(c) None of the persons named in paragraph (a) will bear any personal liability in respect of the Seller Warranties or otherwise under this Agreement.

15.6 Limitation of liability

(a) To the extent permitted by law, the maximum aggregate amount that the Seller is required to pay in respect of all Claims under or in connection with this Agreement (including all Claims related to a breach of a Seller Warranty) is limited to:
(i) [REDACTED – Commercially Sensitive Information] , in respect of all Fundamental Warranty Claims or Tax Claims; and
(ii) [REDACTED – Commercially Sensitive Information] , in respect of all other Claims,

provided that the Seller is not liable for any Claims under or in connection with this Agreement to the extent the aggregate of all such Claims exceeds [REDACTED – Commercially Sensitive Information] .

(b) The Seller is only liable for a Claim under or in connection with this Agreement if:
(i) the amount finally agreed, adjudicated or determined to be payable with respect to any individual Claim exceeds [REDACTED – Commercially Sensitive Information] ; and
(ii) the amount the Buyer is (in aggregate) entitled to recover in relation to all Claims exceeds [REDACTED – Commercially Sensitive Information]

in which event the Buyer may claim the whole amount of such Claims and not merely the excess.

(c) For the purposes of this clause, Claims arising out of the same or similar facts, matters and circumstances will be treated as one Claim where the Claims are of the same or similar nature, but otherwise Claims will be treated as separate Claims.

15.7 Time limits

(a) The Seller is not liable for any Claim in connection with this Agreement (other than a Tax Claim), unless that Claim has been notified to the Seller within [REDACTED – Commercially Sensitive Information] after the Completion Date.
(b) The Seller is not liable for any Tax Claim in connection with this Agreement, unless that Tax Claim has been notified to the Seller within [REDACTED – Commercially Sensitive Information] after the Completion Date.
(c) The Seller will not be liable for a Tax Claim or any other Claim under or in connection with this Agreement unless the relevant Claim or Tax Claim (as applicable) has been settled or legal proceedings in a court of competent jurisdiction in respect of the Claim or Tax Claim (as applicable) have been properly issued and served on the Seller within [REDACTED – Commercially Sensitive Information] of the Claim being notified by the Buyer to the Seller under this Agreement.

15.8 General limitations

The Buyer is not entitled to make a Claim and the Seller is not liable for any Loss for a Claim to the extent that:

(a) ( Accounts ) the Loss is the subject of a specific provision, allowance, reserve or accrual (including in each instance by way of a specific and identifiable liability offsetting a specific and identifiable asset) that is fairly and accurately set out in the Accounts;

(b) ( Buyer breach ) the Claim relates to, arises from, or the quantum of the Claim increases as a result of the Buyer’s failure to comply with its respective obligations under this Agreement;
(c) ( disposal of interest ) the Buyer or a Company Group Member ceases to own (directly or indirectly) more than 50% of the securities in any Company Group Member or any business or assets of any Company Group Member related to the Claim;
(d) ( forecasts ) the Claim relates to any forecast, technical or financial analysis (including any geological modelling, technical analysis, conceptual or feasibility analysis and the conclusions of any such analysis), opinion, estimate, model, budget, projection or any other statement relating to future events or any statement of opinion, belief or expectation;
(e) ( Transaction Documents and/or Buyer’s acts ) the Claim or Loss arises out of, or the Loss is increased as a result of or in consequence of, any voluntary act, omission, transaction, or arrangement by or on behalf of, or with the consent of, the Buyer or the Company Group after Completion, except:
(i) an act or omission undertaken in the ordinary course of business and in order to comply with Law;
(ii) as required to comply with any contractual arrangements; or
(iii) where such act by the Buyer is implementing any act or giving effect to any act or omission of a Seller or any Company Group before Completion;
(f) ( insurance ) the Buyer recovers any amount in respect of the Claim or Loss or from circumstances out of which the Claim or Loss arises (net of Taxes and costs of recovery) from any Third Party including under any insurance policy or as a result of obtaining any tax relief, a tax credit, tax deduction, exemption, rebate, relief or set-off;
(g) ( contingent Loss ) a Liability that is contingent, unless and until the Liability becomes actual Loss and is due and payable; or
(h) ( change in law ) the Claim or Loss arises as a result of legislation, regulation, rule or order, judicial or administrative interpretation of the law, or practice or policy of any Government Agency not in force as at the date of this Agreement or any change of any Law after the date of this Agreement (including legislation which takes effect retrospectively), unless the details of such legislation, enactment or change were announced to the public before the date of this Agreement.

15.9 Consequential Loss

To the extent permitted by Law and notwithstanding any other provision in this Agreement, no party will, in any circumstances, be liable to another party for any Consequential Loss in relation to this Agreement or any transaction contemplated by this Agreement.

15.10 No double recovery

(a) The Buyer is not entitled to recover damages or obtain payment, reimbursement, restitution, or under an indemnity more than once for the same Liability, including in respect of a reflective loss suffered by the Buyer as a shareholder of a Company Group Member.
(b) To the extent that the Buyer recovers from a Third Party any Liability in respect of which the Buyer has recovered damages, obtained payment from, has been reimbursed by, or has Claimed against the Seller under an indemnity, the Buyer

must, within 10 Business Days of receiving payment from that Third Party, pay to the Seller the lesser of the amount recovered from:

(i) the Seller; and
(ii) the Third Party,

less the costs incurred by the Buyer and/or the relevant Company Group Member in recovering that amount and any Tax payable by the Buyer as a result of receiving such amount.

15.11 Independent limitations

Each qualification and limitation in this clause 15 is to be construed independently of the others and is not limited by any other qualification or limitation.

15.12 Mitigation of loss

A party must take all reasonable actions to mitigate any loss, liability, damage or expense that may give rise to a Claim.

15.13 Entitlement to recover under other rights

To the extent that the Buyer is or may be entitled to recover, or be compensated, for a Loss by some other person for any sum in respect of any fact, matter or circumstance for which a Claim is, or could be, made or brought against the Seller under this Agreement (including pursuant to a policy of insurance) the Buyer must uses its reasonable endeavours to recover that sum.

15.14 Statutory actions

To the extent permitted by law, the Buyer agrees not to make, and waive any right they each may have to make, any Claim against the Seller or its Representatives under:

(a) Part 7.10 of the Corporations Act;
(b) the Australian Securities and Investments Commission Act 2001 (Cth) in relation to a breach of section 12DA of that Act; and
(c) the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any corresponding provision of any state or territory enactment.

15.15 Tax effects

In calculating the Loss or Liability suffered or incurred by the Buyer arising from or in connection with a Claim any Tax benefit received by the Buyer as a result of the Loss arising from or in connection with that breach will be taken into account to the extent it results in a reduction of a Tax payable amount and the liability of the Seller will be decreased accordingly.

16. Buyer claiming under this Agreement

16.1 Application

This clause 16 applies in relation to:

(a) any Claim by the Buyer against the Seller; and

(b) a Third Party Claim or Tax Demand that is reasonably likely to give rise to a Claim against the Seller.

16.2 Notice of Claims

If the Buyer becomes aware of any matter or circumstances that gives rise to, or may give rise to, a Claim (including in relation to a Tax Demand) against the Seller in connection with this Agreement:

(a) the Buyer must as soon as practicable and:
(i) in respect of any Claim other than a Tax Demand, within 20 Business Days; and
(ii) in respect of a Tax Demand, within the period specified in clause 16.6(a),

give notice of the Claim to the Seller ( Claim Notice ); and

(b) the Claim Notice must contain the following details:
(i) the facts, matters or circumstances that may give rise to the Claim;
(ii) if it is alleged that the facts, matters or circumstances referred to in paragraph (i) constitute a breach of this Agreement or a Warranty Claim, the basis for that allegation; and
(iii) if applicable, the Third Party Claim or Tax Demand.

16.3 Extracts

(a) The Buyer must also include in each Claim Notice an extract of:
(i) any part of a written demand for an amount payable (including a Tax Demand) that identifies the liability or amount to which the Claim relates or other evidence of the amount of the demand to which the Claim relates; and
(ii) if available or relevant, any corresponding part of any adjustment sheet or other explanatory material issued by a Government Agency that specifies the basis for the demand to which the Claim relates or other evidence of that basis.
(b) Notwithstanding that a notice under clause 16.2 has not yet been given, the Buyer must provide a copy of any document referred to in clause 16.3(a) to the Seller as soon as practicable and in any event within 10 Business Days of receipt of that document by the Buyer or a Company Group Member.

16.4 Developments

(a) Unless clause 16.6(g) applies, the Buyer must also, on an on-going basis, keep the Seller informed of all developments in relation to a Third Party Claim or a Tax Demand.
(b) If the Buyer does not fully comply with this clause 16 in respect of a Claim, the Seller is not liable under the Claim to the extent that the non-compliance has increased the amount of the Claim.

16.5 Third Party Claims

(a) If the Buyer receives notice in relation to a Third Party Claim ( Third Party Claim Notice ), the Buyer must within 10 Business Days after becoming aware of the Third

Party Claim Notice, notify the Seller of the Third Party Claim giving sufficient details of the Third Party Claim so far as is reasonably practicable.

(b) The Seller may, subject to clause 16.5(c), within 20 Business Days of receipt of a Third Party Claim Notice:
(i) elect to take over the conduct of the Third Party Claim by written notice to the Buyer; or
(ii) elect not to take over conduct of the Third Party Claim,

where:

(iii) if the Seller elects to take over conduct of the Third Party Claim, the Seller must unconditionally accept liability for the corresponding Claim against the Seller; and
(iv) if the Seller does not notify the Buyer of its election within the period specified, then the Seller is taken to have elected to not take over the conduct of the Third Party Claim.
(c) If the Seller elects to take over conduct of the Third Party Claim in accordance with clause 16.5(b):
(i) the Seller:
- (A) must unconditionally accept liability for the corresponding Claim against the Seller;
- (B) must act reasonably in all the circumstances, including having regard to the likelihood of success and the effect of the proceedings or actions on the goodwill of the Projects generally;
- (C) must have regard to the reputation, affairs and operations of the Company Group;
- (D) must not do anything that might reasonably be regarded as harmful to the goodwill, reputation, affairs or operations of the Buyer or the Company Group;
- (E) must minimise disclosure of commercially sensitive information of the Projects;
- (F) agrees to do so at their expense;
- (G) must afford the Buyer the opportunity to consult with the Seller on all matters of significance in relation to the conduct and control of that Third Party Claim;
- (H) must, at reasonable and regular intervals (or if requested by the Buyer), provide the Buyer with written reports concerning the conduct and control of that Third Party Claim;
- (I) must promptly provide the Buyer with copies of documents and inter– party correspondence concerning the conduct, negotiation, control, defence and/or outcome or settlement of the Third Party Claim; and

  - (J) must not admit any liability, enter into any agreement about or settle or compromise the Third Party Claim without the prior written consent of the Buyer (not to be unreasonably withheld);

(ii) the Buyer must:
- (A) at the Seller's sole expense, provide the Seller with access to all relevant personnel and to relevant documents, books and records reasonably required for the purpose of the conduct of the Third Party Claim subject to reasonable precautions necessary to preserve any legal privilege;
- (B) co-operate with the Seller in respect of the Third Party Claim; and
- (C) not admit any liability, enter into any agreement about or settle or compromise the Third Party Claim without the prior written consent of the Seller (not to be unreasonably withheld); and
(iii) the Seller indemnifies the Buyer and the Company Group against all Liabilities suffered, paid or incurred by the Buyer or the Company Group arising out of the conduct of the Third Party Claim, including the conduct of the Seller under this clause 16.5 and from anything done or not done by the Buyer or the Company Group in order to comply with this clause 16.5 or acts or omissions required or requested of the Buyer or the Company Group in respect of the same, as and when they fall due.
(d) If the Seller elects not to take over the conduct of a Third Party Claim (or is deemed to have elected not to):
(i) the Buyer may conduct the Third Party Claim as it sees fit; and
(ii) the Seller must render to the Buyer all such assistance as the Buyer may reasonably require in defending or disputing the Third Party Claim.

16.6 Tax Demands

The following additional obligations apply in respect of Claims arising from or involving a Tax Demand.

(a) The Buyer must notify the Seller of a Tax Demand that is reasonably likely to lead a Tax Claim and provide a copy of any documents or materials issued by a Government Agency in respect of the Tax Demand, within 5 Business Days of becoming aware of such a Tax Demand and in any event a reasonable time before the due date for payment to the Government Agency to ensure there is sufficient time to contest the Tax Demand.
(b) The Buyer must ensure that the relevant Company Group Member does not:
(i) accept, compromise or pay;
(ii) agree to arbitrate, compromise or settle; or
(iii) make any admission or take any action in relation to,

a Tax Demand that is reasonably likely to lead to a Tax Claim without the prior written approval of the Seller (which must not be unreasonably withheld, delayed or conditioned). However, the Buyer or the relevant Company Group Member may pay any Tax to a Government Agency by the due date for payment without affecting any of its rights under this Agreement.

(c) Following receipt of a Claim Notice under clause 16.2 that arises from or involves a Tax Demand, the Seller may, by written notice to the Buyer no later than 5 Business Days before the date due for payment of the relevant Tax advise the Buyer that the Seller wishes to contest the Tax Demand.
(d) If the Seller advises the Buyer that it wishes to contest the Tax the subject of the Tax Demand under clause 16.6(c) then:
(i) subject to clause 16.6(e) at the Seller’s written request, the Buyer must take, or procure that the person required to pay the Tax takes such Disputing Action in a timely manner in relation to the Tax Demand as the Seller may reasonably require; and
(ii) the Seller will reimburse the Buyer for Tax Costs incurred by a Buyer Group Member or on behalf of the relevant Company Group Member in respect of contesting the Tax the subject of the Tax Demand.
(e) If the Seller elects to contest the Tax Demand then the Buyer must follow, and must procure that each Buyer Group Member follows, all reasonable directions of the Seller relating to the conduct of any Disputing Action contemplated by this clause 16.6(e). In making any such directions, the Seller must:
(i) act in good faith;
(ii) liaise with the Buyer in relation to conduct of Disputing Action contemplated by this clause 16.6(e);
(iii) provide the Buyer with copies of any notice, correspondence or other documents relating to the Disputing Action; and
(iv) act reasonably in all the circumstances, including having regard to the likelihood of success and the effect of the proceedings or actions on the goodwill or reputation of the business of the Projects
(f) The Buyer must provide, and must procure that each Buyer Group Member provides, the Seller with all reasonable assistance requested by it in relation to the Tax Demand and the Disputing Action contemplated by this clause 16.6 including providing, at the Seller’s cost, access to witnesses and documentary or other evidence relevant to the Tax Demand or the Disputing Action, allowing it and its legal advisers to inspect and take copies of all relevant books, records, files and documents (subject to any requirements for the maintenance of any legal privilege in any relevant documents or the compliance with any Law), and providing it with reasonable access to the Personnel, premises and chattels of the Buyer Group Members.
(g) If the Seller does not advise the Buyer that it wishes to contest the Tax Demand then the Seller must pay in Immediately Available Funds and as a reduction in the Consideration the amount notified by the Buyer by the later of:
(i) 2 Business Days before the due date for payment to the Government Agency; or
(ii) 10 Business Days after receipt of the notice given by the Buyer under clause 16.2.

17. Qualifications and limitations on Seller Claims

17.1 Disclosure

The Seller acknowledges and agrees that the Buyer has disclosed or is deemed to have disclosed against the Buyer Warranties, and the Buyer is not liable for any Warranty Claim, to the extent the Warranty Claim is based on any fact, matter or circumstance that:

(a) is Fairly Disclosed in:
(i) this Agreement; or
(ii) the Buyer Disclosure Materials;
(b) would have been revealed had the Seller conducted searches of the Public Records and be reasonably directed to a chain of enquiry into the relevant fact, matter or circumstance; or
(c) is within the actual knowledge of the Seller before the date of this Agreement,
(such facts, matters or circumstances being Disclosed for the purposes of this Agreement).

17.2 Exclusion of other representations and warranties

Except as expressly stated in the Buyer Warranties, the Buyer gives no other representations or warranties. To the extent permitted by law, all warranties, representations and undertakings (whether express or implied and whether oral or in writing) made or given by the Buyer or their respective Representatives (except as expressly set out in this Agreement) are expressly excluded.

17.3 Acknowledgments of the Seller

The Seller acknowledges and agrees that it has had the opportunity to, and has, conducted high-level due diligence investigations in relation to the Buyer and conducted a review of the Buyer Disclosure Materials before the date of this Agreement and has had the opportunity to raise such enquiries as it considered necessary with the Buyer in relation to the Buyer Shares and the Buyer's business, arising from those high-level due diligence investigations and review of the Buyer Disclosure Materials.

17.4 Specific exclusions relating to Buyer Warranties

Without limiting clauses 17.2 and 17.3, no express or implied representation or warranty is given by Buyer or its Representatives as to the future financial performance or prospects of the Buyer and the business of the Buyer.

17.5 Knowledge, belief or awareness as to Buyer Warranties

(a) A reference to " to the best of the Buyer's knowledge ", " as far as the Buyer is aware " or similar words to that effect, in relation to a fact, matter or circumstance, is to the actual knowledge of Mathew O'Hara (Non-Executive Director), Evan Cranston (Executive Chairman) and Mark Lynch-Staunton (Chief Development Officer) of the Buyer, or the actual knowledge that they would reasonably be expected to have after having made reasonable enquiries of their direct reports in each case, as at the date of this Agreement.
(b) The knowledge, belief or awareness of any person other than the persons identified above will not be imputed to the Buyer.

(c) None of the persons named in paragraph (a) will bear any personal liability in respect of the Buyer Warranties or otherwise under this Agreement.

17.6 Limitation of liability

(a) To the extent permitted by law, the maximum aggregate amount that the Buyer is required to pay in respect of all Claims under or in connection with this Agreement (including all Claims related to a breach of a Buyer Warranty) is limited to:
(i) [REDACTED – Commercially Sensitive Information] , in respect of all Fundamental Warranty Claims; and
(ii) [REDACTED – Commercially Sensitive Information] , in respect of all other Claims,
(iii) provided that the Buyer is not liable for any Claims under or in connection with this Agreement to the extent the aggregate of all such Claims exceeds [REDACTED – Commercially Sensitive Information] .
(b) The Buyer is only liable for a Claim under or in connection with this Agreement if:
(i) the amount finally agreed, adjudicated or determined to be payable with respect to any individual Claim exceeds [REDACTED – Commercially Sensitive Information] ; and
(ii) the amount the Buyer is (in aggregate) entitled to recover in relation to all Claims exceeds [REDACTED – Commercially Sensitive Information]

in which event the Seller may claim the whole amount of such Claims and not merely the excess.

(c) For the purposes of this clause, Claims arising out of the same or similar facts, matters and circumstances will be treated as one Claim where the Claims are of the same or similar nature, but otherwise Claims will be treated as separate Claims.

17.7 Time limits

(a) The Buyer is not liable for any Claim in connection with this Agreement, unless that Claim has been notified to the Buyer within [REDACTED – Commercially Sensitive Information] after the Completion Date.
(b) The Buyer will not be liable for any Claim under or in connection with this Agreement unless the relevant Claim has been settled or legal proceedings in a court of competent jurisdiction in respect of the Claim have been properly issued and served on the Buyer within [REDACTED – Commercially Sensitive Information] of the Claim being notified by the Seller to the Buyer under this Agreement.

17.8 General limitations

The Seller is not entitled to make a Claim and the Buyer is not liable for any Loss for a Claim to the extent that:

(a) ( Seller breach ) the Claim relates to, arises from, or the quantum of the Claim increases as a result of the Seller’s failure to comply with its respective obligations under this Agreement;
(b) ( Transaction Documents and/or Seller’s acts ) the Claim or Loss arises out of, or the Loss is increased as a result of or in consequence of, any voluntary act, omission,

transaction, or arrangement by or on behalf of, or with the consent of, the Seller after Completion, except:

(i) an act or omission undertaken in the ordinary course of business and in order to comply with Law;
(ii) as required to comply with any contractual arrangements; or
(iii) where such act by the Seller is implementing any act or giving effect to any act or omission of the Buyer before Completion;
(c) ( insurance ) the Seller recovers any amount in respect of the Claim or Loss or from circumstances out of which the Claim or Loss arises (net of Taxes and costs of recovery) from any Third Party including under any insurance policy or as a result of obtaining any tax relief, a tax credit, tax deduction, exemption, rebate, relief or set-off;
(d) ( contingent Loss ) a Liability that is contingent, unless and until the Liability becomes actual Loss and is due and payable; or
(e) ( change in law ) the Claim or Loss arises as a result of legislation, regulation, rule or order, judicial or administrative interpretation of the law, or practice or policy of any Government Agency not in force as at the date of this Agreement or any change of any Law after the date of this Agreement (including legislation which takes effect retrospectively), unless the details of such legislation, enactment or change were announced to the public before the date of this Agreement.

17.9 Consequential Loss

17.10 No double recovery

(a) The Seller is not entitled to recover damages or obtain payment, reimbursement or restitution, under an indemnity more than once for the same Liability, including in respect of a reflective loss suffered by the Seller as a shareholder of the Buyer.
(b) To the extent that the Seller recovers from a Third Party any Liability in respect of which the Seller has recovered damages, obtained payment from, has been reimbursed by, or has Claimed against the Buyer under an indemnity, the Seller must, within 10 Business Days of receiving payment from that Third Party, pay to the Buyer the lesser of the amount recovered from:
(i) the Buyer; and
(ii) the Third Party,

less the costs incurred by the Seller in recovering that amount and any Tax payable by the Seller as a result of receiving such amount.

17.11 Independent limitations

Each qualification and limitation in this clause 17 is to be construed independently of the others and is not limited by any other qualification or limitation.

17.12 Mitigation of loss

A party must take all reasonable actions to mitigate any loss, liability, damage or expense that may give rise to a Claim.

17.13 Entitlement to recover under other rights

To the extent that the Seller is or may be entitled to recover, or be compensated, for a Loss by some other person for any sum in respect of any fact, matter or circumstance for which a Claim is, or could be, made or brought against the Buyer under this Agreement (including pursuant to a policy of insurance) the Seller must use its reasonable endeavours to recover that sum.

17.14 Statutory actions

To the extent permitted by law, the Seller agrees not to make, and waive any right they each may have to make, any Claim against the Buyer or its Representatives under:

(a) Part 7.10 of the Corporations Act;
(b) the Australian Securities and Investments Commission Act 2001 (Cth) in relation to a breach of section 12DA of that Act; and
(c) the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any corresponding provision of any state or territory enactment.

17.15 Tax effects

In calculating the Loss or Liability suffered or incurred by the Seller arising from or in connection with a Claim any Tax benefit received by the Seller as a result of the Loss arising from or in connection with that breach will be taken into account to the extent it results in a reduction of a Tax payable amount and the liability of the Buyer will be decreased accordingly.

18. Seller claiming under this Agreement

18.1 Application

This clause 18 applies in relation to any Claim by the Seller against the Buyer.

18.2 Notice of Claims

If the Seller becomes aware of any matter or circumstances that gives rise to, or may give rise to, a Claim against the Buyer in connection with this Agreement:

(a) the Seller must as soon as practicable and within 20 Business Days give notice of the Claim to the Buyer ( Claim Notice ); and
(b) the Claim Notice must contain the following details:
(i) the facts, matters or circumstances that may give rise to the Claim; and
(ii) if it is alleged that the facts, matters or circumstances referred to in paragraph 18.2(b)(i) constitute a breach of this Agreement or a Warranty Claim, the basis for that allegation.

18.3 Extracts

(a) The Seller must also include in each Claim Notice an extract of:

(i) any part of a written demand for an amount payable that identifies the liability or amount to which the Claim relates or other evidence of the amount of the demand to which the Claim relates; and
(ii) if available or relevant, any corresponding part of any adjustment sheet or other explanatory material issued by a Government Agency that specifies the basis for the demand to which the Claim relates or other evidence of that basis.
(b) Notwithstanding that a notice under clause 18.2 has not yet been given, the Seller must provide a copy of any document referred to in clause 18.3(a) to the Buyer as soon as practicable and in any event within 10 Business Days of receipt of that document by the Seller.

18.4 Developments

If the Seller does not fully comply with this clause 18 in respect of a Claim, the Buyer is not liable under the Claim to the extent that the non-compliance has increased the amount of the Claim.

19. Default and termination

19.1 Termination

(a) This Agreement may be terminated at any time prior to Completion:
(i) by mutual written consent of the Buyer and the Seller;
(ii) in accordance with clause 3.4 (Failure to satisfy Conditions prior to Sunset Date); or
(iii) in accordance with clause 5.1 (Grounds for Buyer to terminate) or clause 5.2 (Grounds for Seller to terminate).
(b) If a party has a right to terminate this Agreement, it may exercise that right by delivering a notice in writing to the other parties stating that it terminates this Agreement and giving no less than 10 Business Days’ notice of the date of termination.

19.2 Effect of Termination

(a) If a party terminates this Agreement in accordance with clause 19.1, subject to clause 19.2(b), all parties are released from their obligations to further perform this Agreement.
(b) The termination of this Agreement will not affect:
(i) with respect to a termination pursuant to clause 3.4 only, the rights and obligations of the parties under clause 3.4;
(ii) any other rights the parties have against one another at Law;
(iii) the Continuing Clauses, which survive termination of this Agreement; or
(iv) a right or Claim which arises before termination.

19.3 Remedies cumulative

A party may exercise its right of termination under this clause 19 without affecting any of its other rights and remedies.

19.4 Alternative to termination

As an alternative to termination under clause 19, the party that is entitled to terminate this Agreement may choose to not exercise that right and proceed with Completion, and nothing in this Agreement prejudices any rights of that party to seek damages in respect of any accrued rights or remedies, notwithstanding that Completion may subsequently take place.

19.5 Rights not limited

Termination of this Agreement by a party in accordance with this clause 19 will not limit or affect any accrued rights of a party arising from any breach of this Agreement by another party before termination, including where such breach is the basis for termination by the other party.

20. Public announcements

20.1 Making announcements

(a) A party must not make, or authorise or cause to be made, any public announcement (including through its website or social media accounts or through a social media account of an officer of a party) relating to the negotiations between the parties or the subject matter of this Agreement unless:
(i) it has the prior written consent of each other party (not to be unreasonably withheld, delayed or conditioned); or
(ii) it is required to do so by Law or by the rules of any recognised securities exchange to which a party, or a Related Body Corporate of a party, is subject.

20.2 Requirements

Subject to clause 20.3, if a party is required to make a public announcement under clause 20.1(a)(ii), it must:

(a) disclose the minimum information required to comply with the relevant Law or rules of any recognised securities exchange; and
(b) before doing so, to the extent practicable and as soon as reasonably possible:
(i) notify each other party of the proposed announcement and provide the other party a reasonable opportunity to review and comment on any disclosure;
(ii) consult with each other party as to the form and content of such disclosure; and
(iii) use reasonable endeavours to consider any reasonable request or comment by any other party concerning the proposed announcement.

20.3 Exception

Clause 20.2 will not apply to the extent that the party is making the public announcement for the purposes of complying with its periodic reporting obligations under the ASX Listing Rules.

21. Confidentiality

21.1 Obligation of confidentiality

Subject to clause 21.2, the Receiving Party must:

(a) keep the Confidential Information of or relating to the Disclosing Party confidential and not directly or indirectly disclose, divulge or communicate any of that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;
(b) take all reasonable steps to secure and keep secure all Confidential Information of or relating to the Disclosing Party which comes into its possession or control; and
(c) not use, modify, reverse engineer or make copies, notes or records of that Confidential Information for any purpose other than in connection with the performance by the Receiving Party of its obligations under this Agreement.

21.2 Exceptions

The obligations of confidentiality under clause 21.1 do not apply to:

(a) any disclosure of Confidential Information by the Receiving Party that:
(i) is necessary to comply with any court order, Law (other than under section 275 of the PPSA to the extent that disclosure is not required under that section if it would breach a duty of confidence), or the applicable rules of any financial market or is otherwise required by any Government Agency or regulatory authority if, to the extent practicable and as soon as reasonably possible, the Receiving Party:
- (A) notifies the Disclosing Party of the proposed disclosure;
- (B) consults with the Disclosing Party as to its content; and
- (C) uses reasonable endeavours to comply with any reasonable request by the Disclosing Party concerning the proposed disclosure;
(ii) is to its Representatives on a “need to know basis” to the extent necessary to enable the Receiving Party to properly perform its obligations, or to exercise or enforce its rights, under this Agreement or to conduct its business generally;
(iii) is necessary in connection with legal proceedings or a dispute relating to this Agreement or the transactions contemplated by this Agreement;
(iv) a disclosure of Confidential Information (in each case on a confidential basis) to:
- (A) a bona fide potential purchaser of shares or a part of the business of the Receiving Party or its Related Bodies Corporate;
- (B) any potential or actual financier associated with an actual or proposed financing or refinancing involving the Receiving Party or its Related Bodies Corporate;
- (C) any of the following:

(1) a manager, trustee, custodian, nominee, general partner, limited partner, investor or prospective investor in the Receiving Party or any of its Related Bodies Corporate, including for fund raising purposes;
(2) members of any investment committee or advisory committee of the Receiving Party or any of its Related Bodies Corporate; or
(3) in accordance with the investor reporting requirements of the Receiving Party or any of its Related Bodies Corporate.

21.3 Retained Information

(a) In addition to the obligations under clause 21.1:
(i) the Buyer acknowledges and agrees that a copy of the Retained Information may be retained by the Seller or other Seller Group Member as the case may be;
(ii) the Buyer must not disclose, and agrees to procure that no Buyer Group Member discloses, any Confidential Information contained in the Retained Information that relates solely to the Seller Group after Completion, except:
- (A) with the prior written consent of the Seller; or
- (B) to the extent a Buyer Group Member is required to do so by Law, the rules of a recognised securities exchange or any Government Agency (except that the parties agree not to disclose any Confidential Information to any person pursuant to section 275(4) of the PPSA unless section 275(7) of the PPSA specifically applies);
(iii) the Seller must not disclose, and agrees to procure that no Seller Group Member discloses, any Confidential Information contained in the Retained Information that relates solely to the Buyer Group after Completion, except:
- (A) with the prior written consent of the Buyer; or
- (B) to the extent a Seller Group Member is required to do so by Law, the rules of a recognised securities exchange or any Government Agency (except that the parties agree not to disclose any Confidential Information to any person pursuant to section 275(4) of the PPSA unless section 275(7) of the PPSA specifically applies);
(iv) the Buyer must not access, use or dispose of, and agrees to procure that no Buyer Group Member accesses, uses or disposes of any Retained Information that relates to the Seller Group or those parts of any such information that constitute Retained Information after Completion that relate to the Seller Group, except:
- (A) with the prior written consent of the Seller; or
- (B) to the extent the Buyer Group Member is required to do so by Law, the rules of a recognised securities exchange or any Government Agency; and
(v) the Seller must not access, use or dispose of, and agrees to procure that no Seller Group Member accesses, uses or disposes of any Retained Information that relates to the Buyer Group or those parts of any such

information that constitute Retained Information after Completion that relate to the Buyer Group, except:

(A) with the prior written consent of the Buyer; or
(B) to the extent the Seller Group Member is required to do so by Law, the rules of a recognised securities exchange or any Government Agency.

21.4 Other obligations

(a) Each Receiving Party must ensure that its Representatives comply in all respects with the Receiving Party’s obligations under this clause 21.
(b)
On and from Completion:
(i) all Confidential Information in the possession or control of the Seller relating to or in any way connected with the Company Group or Projects will be deemed to be “Confidential Information” of or relating to the Buyer for the purposes of this clause 21 and the Seller must comply with the provisions of this clause 21 as if the Seller was a “Receiving Party” of that Confidential Information; and
(ii) the Buyer may make use of the Confidential Information of or relating to the Company Group and the Projects as it sees fit and without restriction under this Agreement.

22. GST

22.1 Definitions

In this clause 22:

(a) the expressions Consideration , Input Tax Credit , Recipient , Supply , Tax Invoice and Taxable Supply have the meanings given to those expressions in the GST Act; and
(b) Supplier means any party treated by the GST Act as making a Supply under this Agreement.

22.2 Consideration is GST exclusive

Unless otherwise expressly stated, all prices or other sums payable or Consideration to be provided under or in accordance with this Agreement are exclusive of GST.

22.3 Payment of GST

If GST is imposed on any Supply made under or in accordance with this Agreement, the Recipient of the Taxable Supply must pay to the Supplier an additional amount equal to the GST payable on or for the Taxable Supply, subject to the Recipient receiving a valid Tax Invoice in respect of the Supply at or before the time of payment.

22.4 Timing of payment

Payment of the additional amount must be made at the same time as payment for the Taxable Supply is required to be made in accordance with this Agreement.

22.5 Adjustment event

Whenever an adjustment event occurs in relation to any taxable supply to which clause 22.3 applies:

(a) the Supplier must determine the amount of the GST component of the consideration payable;
(b) if the GST component of that consideration differs from the amount previously paid, the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable, subject to the Supplier issuing an adjustment note; and
(c) the supplier must issue the recipient with a Tax Invoice or adjustment note within 21 days of the Supplier becoming aware of the adjustment.

22.6 Reimbursement of Expenses

If this Agreement requires a party (the First Party ) to pay for, reimburse, set off or contribute to any expense, loss or outgoing ( Reimbursable Expense ) suffered or incurred by the other party (the Other Party ), the amount required to be paid, reimbursed, set off or contributed by the First Party will be the sum of:

(a) the amount of the Reimbursable Expense net of Input Tax Credits (if any) to which the Other Party is entitled in respect of the Reimbursable Expense ( Net Amount ); and
(b) if the Other Party’s recovery from the First Party is a Taxable Supply, any GST payable in respect of that Supply,

such that, after the Other Party meets the GST liability, it retains the Net Amount.

23. Business Practices

(a) Each party must ensure that it, each of its Related Bodies Corporate:
(i) comply with the anti-bribery, fraud, secret commission and corruption laws that are applicable to them; and
(ii) not engage in any activity which would amount to a breach of any Sanction,

in relation to the performance of this Agreement. This clause 23 does not limit any of the other provisions of this clause 22.1.

(b) Each party:
(i) warrants that it has not made, promised, provided or offered or caused to be made, promised, provided or offered;
(ii) agrees that it will not make, promise, provide or offer or cause to make, promise, provide or offer; and
(iii) agrees it will take all necessary and reasonable precautions to prevent any person making, promising, providing or offering,

directly or indirectly, any payment, kickback, benefit or other thing of value to any official of a Government Agency, in circumstances where the other party or any other person who is or might be, directly or indirectly, in a position to influence decisions with respect to this Agreement, in order to obtain or retain business or to secure an

advantage or a benefit that is not legitimately due to the recipient of the advantage or benefit.

(c) Each party agrees that neither it, nor any of its Related Bodies Corporate, has received or will receive, either directly or indirectly, any gift, payment, kickback, benefit or other thing of value in connection with this Agreement or any advantage or benefit that is not legitimately due to the recipient of the advantage or benefit.
(d) Each party agrees that it will:
(i) not make or allow to be made any facilitation payment in connection with this Agreement; and
(ii) comply with all applicable export control, trade and economic sanction and other Laws.
(e) Each party will promptly notify the other party if it becomes aware of, or has any specific suspicion of, a breach of this clause 22.1 or other corrupt, illegal or improper behaviour in connection with this Agreement.
(f) Each party must ensure that its Related Bodies Corporate comply with this clause 22.1.

24. General

24.1 Entire understanding

Each party acknowledges that:

(a) this Agreement constitutes the entire understanding between the parties concerning the subject matter of this Agreement; and
(b) no representations, warranties, guarantees or other terms or conditions, whether express or implied and whether oral or in writing in relation to the subject matter of this Agreement shall be of any force or effect unless contained in this Agreement.
24.2 Survival of obligations
(a) Despite any other provision of this Agreement, any indemnity or obligation of confidence under this Agreement survives Completion or the termination of this Agreement, however arising, including the Continuing Clauses.
(b) On termination under clause 19.1, no party has any obligation or liability to any other party, except in connection with claims that arose before termination or otherwise pursuant to clause 19.2.

24.3 Further assurances

Unless otherwise provided in this Agreement, a party, at its own expense and within a reasonable time of being requested by another party to do so, must do all things and execute all documents that are reasonably necessary to give full effect to this Agreement and use reasonable endeavours to cause relevant third parties to do the same.

24.4 No waiver

(a) A failure or delay by a party in exercising any right or remedy conferred on the party by this Agreement does not operate as a waiver of the right or remedy.

(b) A single or partial exercise of the right or remedy does not preclude a further exercise of it or the exercise of any other right or remedy under this Agreement.
(c) A waiver of a breach does not operate as a waiver of any other breach.

24.5 Severability

Any provision of this Agreement which is invalid in any jurisdiction must in relation to that jurisdiction be:

(a) read down to the minimum extent necessary to achieve its validity (if applicable); and
(b) severed from this Agreement in any other case,

without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.

24.6 Consents and approvals

Where anything depends on the consent, approval or satisfaction of a party then, unless this Agreement provides otherwise, that consent, approval or satisfaction may be given conditionally, unconditionally or withheld and may be satisfied or unsatisfied, in the discretion of that party, acting reasonably.

24.7 No variation

This Agreement cannot be amended or varied except in writing signed by the parties.

24.8 No assignment, novation and other dealings

A party must not novate this Agreement, assign or otherwise deal with the benefits or its rights or obligations under this Agreement, or allow any interest in them to arise, without the consent of the other party, which consent is not to be withheld unreasonably.

24.9 Costs and Duty

(a) Subject to this clause 24.9, each party must pay its own costs related to the negotiation, preparation, execution, and performance of this Agreement and any other document entered into or signed under this Agreement.
(b) The Buyer must pay any and all Duty payable on or in respect of this Agreement or the transactions contemplated herein.

24.10 Governing law and jurisdiction

(a) This Agreement is governed by and must be construed in accordance with the Law of Western Australia.
(b) The parties submit to the exclusive jurisdiction of the courts of Western Australia and the Commonwealth of Australia in respect of all matters arising out of or relating to this Agreement, its performance or subject matter.

24.11 Notices

(a) Any notice given under or in connection with this Agreement ( Notice ):
(i) must be in writing and signed by a person authorised by the sender (unless sent by email);

(ii) must be marked for attention of the person identified in the Parties Section or, if the recipient has notified otherwise, then marked for attention in the way last notified; and
(iii) is taken to be given:
(A) in the case of hand delivery, when delivered at the address set out in the Parties Section;
(B) in the case of delivery by post, 3 Business Days after the date of posting (if posted to an address in the same country) or 7 Business Days after the date of posting (if posted to an address in another country) to the address set out in the Parties Section;
(C) if sent by email to the address set out in the Parties Section on the earlier of:
- (1) the sender receiving a delivery confirmation message from the addressee’s information system; or
- (2) 2 hours after the time the email is sent to the relevant email address unless the sender receives an automatic notification (other than an out of office greeting) that the email has not been delivered; or
(D) in any other way permitted by Law,

however, if the intended recipient has notified a changed address or email address, then Notice must be to that address or email address.

(b) Despite clause 24.11(a), if Notice is received or taken to be received under clause 24.11(a) after 5.00pm in the place of receipt or on a day that is not a Business Day, the Notice is taken to be received at 9.00am on the next Business Day and take effect from that time unless a later time is specified.

24.12 Set off

The Buyer may set off any amount due to it from a Seller against any amount it is required to pay to that Seller under this Agreement.

24.13 Conflicting provisions

The provisions of the main body of this Agreement prevail over any conflict with any schedule or annexure.

24.14 No merger

A term or condition of, or act done in connection with, this Agreement or Completion does not operate as a merger of any of the undertakings, warranties and indemnities in this Agreement or the rights or remedies of the parties under this Agreement which continue unchanged.

24.15 Operation of indemnities

Any indemnity, reimbursement or similar obligation in this Agreement given by a party:

(a) is a continuing obligation despite the satisfaction of any payment, settlement or other obligation in connection with this Agreement;
(b) is independent of any other obligations under this Agreement; and

It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity in connection with this Agreement.

24.16 Relationship of parties

Unless this Agreement expressly provides otherwise, nothing in this Agreement may be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary.

24.17 Payments

All payments to be made under or in connection with this Agreement must be made in Immediately Available Funds.

24.18 Counterparts

This Agreement may be signed in any number of counterparts and each of those counterparts taken together constitute one and the same document. A party may rely on an electronically produced copy of this Agreement or a counterpart, and the signatures and other marks in it, as though it is an original. This Agreement is binding on each signatory despite any other signatory not having signed it. If this Agreement is executed in counterpart, this Agreement will be deemed to be delivered upon the last of each signed counterpart, or a copy thereof, being provided to each other Party either by hand delivery, by post or courier or as an email attachment.

24.19 Electronic signature

(a) Each party warrants that immediately prior to entering into this Agreement, it has unconditionally consented to:
(i) the requirement for a signature under any law being met; and
(ii) any other party to this Agreement executing it,

by any method of electronic signature that other party uses (at that other party’s discretion), including signing on an electronic device or by digital signature.

(b) Without limitation, the parties agree that their communication of an offer or acceptance of this Agreement, including exchanging counterparts, may be by any electronic method that evidences that party’s execution of this Agreement.

24.20 Third Party Benefits

(a) Where a provision of this Agreement purports to grant a right or other benefit (including an indemnity or release) to a person that is not a party to this Agreement, the parties acknowledge that they have received valuable consideration for the grant of that right or benefit and the relevant provision may be enforced by that person in accordance with section 11 of the Property Law Act 1969 (WA) as if they were a party to this agreement.
(b) Without limiting clause 24.20(a), the parties acknowledge and agree that:
(i) the Seller holds the benefit of provisions of this Agreement expressed to be for the benefit of a Seller Group Member, or any of their Representatives, as agent, and the Seller is entitled to enforce this Agreement on behalf of those persons; and

(ii) the Buyer holds the benefit of provisions of this Agreement expressed to be for the benefit of a Buyer Group Member, or any of their Representatives, as agent, and the Buyer is entitled to enforce this Agreement on behalf of those persons.
[ Signature pages follow schedules ]

Schedule 1 – Seller Warranties

1. The Seller’s authority to sell

(a) The Seller is the registered holder and beneficial owner of the Sale Shares and, subject to the satisfaction of the Conditions, will at Completion have complete power and right to sell the Sale Shares to the Buyer.
(b) The Sale Shares will not be subject to any Security Interests at Completion, other than as disclosed in the Material Contracts.
(c) The Seller is validly incorporated, organised and subsisting and duly registered under the Laws of the jurisdiction in which it was registered.
(d) Subject to satisfaction of the Conditions, the Seller has the full power and capacity to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement.
(e) Subject to the satisfaction of the Conditions, the Seller has taken all necessary action to authorise its entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement and has obtained all necessary Authorisations for the execution, delivery and performance by the Seller of this Agreement.
(f) The obligations of the Seller under this Agreement are valid and binding and enforceable against the Seller in accordance with their terms.
(g) Subject to the satisfaction of the Conditions, the execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated by this Agreement does not violate the constitution, certificate of incorporation or bylaws or analogous constituent document of such Seller or a Company Group Member.

2. Company Group

(a) Each Company Group Member is validly incorporated, organised and subsisting and duly registered under the laws of the jurisdiction in which it was registered.
(b) Each Company Group Member has full corporate power to own its assets and business and to carry on its business as now conducted.
(c) Each Company Group Member is duly registered and authorised to do business in those jurisdictions in which it currently operates.
(d) Each Company Group Member has conducted its business in compliance in all material respects with the constitution or other constituent documents of such Company Group Member.
(e) No Company Group Member is a trustee of any trust.
(f) No Company Group Member owns, has bought or agreed to buy any shares or other capital or ownership interests in another corporation.
(g) No Company Group Member is, or has agreed to become, a member of any partnership, unincorporated association, joint venture or consortium.
(h) Neither of the Company Group Members have subsidiaries.

(i) Neither of the Company Group Members have, or have previously had, any employees.
(j) Neither of the Company Group Members own, licence or use any registered or unregistered intellectual property, including any patents, business names, trademarks, service marks, domain names, copyright or licence or know-how agreements.
(k) Other than as provided in the Disclosure Materials or expressly referred to in this Agreement, neither of the Company Group Members are a party to any of the following types of arrangements:
(i) shareholders' agreements;
(ii) purchase, option, subscription or conversion agreements or other arrangements, including employee option schemes; or
(iii) arrangements between a Company Group Member and any of its directors, shareholders, officers, employees or other person associated with a Company Group Member.
(l) There is no outstanding correspondence between the Company Group and ASIC.

3. Sale Shares

(a) The Sale Shares:
(i) comprise all of the issued share capital of the Company Group Members;
(ii) are held and beneficially owned by the Seller;
(iii) are fully paid without any money owing in respect of them; and
(iv) were all properly issued.
(b) Subject to the satisfaction of the Conditions, there is no restriction on the sale or transfer of the Sale Shares to the Buyer, including rights of pre-emption exercisable by any person (whether contained in the constitution of the Seller or otherwise) which have not been waived except for the consent of the directors of the relevant Company Group Member to the registration of the transfer of the Sale Shares.
(c) There are no securities convertible into shares of any Company Group Member.
(d) There are no options, agreements, or understandings (whether exercisable now or in the future and whether contingent or otherwise) which entitle or may entitle any person to:
(i) call for the purchase, transfer or the issue of any other share or security (debt or equity) of any Company Group Member;
(ii) require any Company Group Member to enter into any agreement in respect of the rights to vote which are conferred in respect of any security (debt or equity) of any Company Group Member; or
(iii) require any Company Group Member to grant any warrant, option or right of first refusal or offer in respect of any security (debt or equity) of any Company Group Member.
(e) No Company Group Member has:

(i) redeemed or repaid any share capital (or equity or other interest in any trust of which it is the trustee) contrary to its constitution or other constituent documents or the terms of issue of any shares or other equity or interest;
(ii) reduced its share capital or the capital of any trust of which it is the trustee or passed any resolution for the reduction of its share capital or such other capital; or
(iii) agreed or offered, whether or not subject to any condition, to do any of the matters referred to in paragraphs (i) or (ii).

4. Solvency

(a) The Seller is not the subject of an Insolvency Event and there are no circumstances that exist that would result in a Seller being the subject of an Insolvency Event.
(b) The Seller has not received from ASIC any written notice warning of possible cancellation of registration of the Seller and, as far as the Seller is aware, no such notice has been mentioned, threatened or is pending.
(c) No Insolvency Event has occurred in relation to any Company Group Member.
(d) No Company Group Member has received from ASIC any written notice warning of possible cancellation of registration of the Company Group Member and, as far as the Seller is aware, no such notice has been (i) mentioned or (ii) threatened.
(e) Neither the Seller or any Company Group Member is taken under applicable Laws to be unable to pay its debts or has stopped or suspended, or threatened to stop or suspend, payment of all or a class of its debts.

5. Information

(a) All information contained in the Seller Disclosure Materials:
(i) was prepared in good faith and with reasonable care and gives a fair and reasonable representation of the matters to which that information relates;
(ii) is true and accurate in all material respects; and
(iii) is not misleading or deceptive in any material respect (including by omission).
(b) The Seller has not knowingly withheld from the Seller Disclosure Materials any information, facts or circumstances relating to the Seller, the Sale Shares, the Company Group or the Projects that, to the best of the Seller's knowledge, would make any part of the Seller Disclosure Materials untrue, inaccurate or misleading in any material respect.

6. Financial statements

6.1 Accounts

(a) The Accounts give a true and fair view of the affairs, financial position and assets and liabilities of the Company Group Members as at the Accounts Date and of the income, expenses, results of operations and cash flow of the Company Group Members for the financial year ended on the Accounts Date.

(b) The Accounts:
(i) are materially accurate and not misleading and do not contain any material errors or material omissions; and
(ii) are not affected by any unusual or non-recurring item.

6.2 No changes since Accounts Date

Between the Accounts Date and the date of this Agreement:

(a) the Company Group has carried on the Projects in the ordinary and usual course in a proper and efficient manner, without any interruption or alteration in its nature, scope or manner, and neither the Seller nor the Company Group has made or agreed to make any payment other than routine payments in the ordinary and usual course of trading;
(b) the Company Group has not implemented any new accounting or valuation method for the Projects, Assets, property or rights;
(c) the Company Group has not incurred or undertaken any material Liabilities or obligations (actual or contingent), including Tax, except in the ordinary course of carrying out activities in furtherance of the Projects;
(d) the Company Group has not sold, transferred or assigned any material assets other than in the ordinary and usual course of business;
(e) the Company Group has not entered into nor agreed to enter into any capital expenditure commitments that have not been disclosed in the Seller Disclosure Materials; and
(f) there has not been a material change in the Projects other than in the manner consistent with the ordinary course of business prior to the preparation of the Accounts.

7. Liabilities and commitments

(a) The Company Group Members have not granted or created any Encumbrance over their shares or any of their Assets (other than a Permitted Encumbrance or those that will be released at or prior to Completion).
(b) At Completion, the Company Group Members have no material financial commitments or unusual Liabilities that are not Fairly Disclosed.
(c) To the best of the Seller’s knowledge every contract, instrument or other commitment to which either or both of the Company Group Members are a party is valid and binding according to its terms.
(d) As at Completion, neither of the Company Group Members are directly or indirectly obliged in any way to Guarantee, assume or provide funds to satisfy any obligation of any Seller Group Member, and neither Company Group Member has given a letter of comfort to any such person.

8. Tenements

(a) As at the Execution Date, the Tenements are the only tenements held or applied for by the Company Group Members under the Mining Act.

(b) EEPL is the sole legal and beneficial owner, and registered holder, of all Mt Egerton Project Tenements.
(c) GRPL is the sole legal and beneficial owner, and registered holder, of all Glenburgh Project Tenements.
(d) Except as Disclosed, the Tenements are in good standing in all respects and not liable to cancellation or forfeiture and, without limitation, the relevant Company Group Member has paid when due all Tenement rents and rates for any full Tenement year that has ended prior to Completion. As at the date of this Agreement, neither the Seller nor the Company Group Members are aware of any reason why an exemption which is or has been sought would not be granted.
(e) As at the date of this Agreement and except as Disclosed, neither the Seller nor the Company Group Members have received notice of any act or omission which may render the Tenements subject to cancellation, revocation or forfeiture, which may cause any term or condition to be amended or otherwise varied, which may restrict the enjoyment of rights conferred by the Tenements or which may prejudice the renewal of the Tenements, and so far as the Seller is aware, no such act or omission exists.
(f) Except as Disclosed, to the best of the Seller’s knowledge and belief, there has been no material breach or contravention of any of the terms and conditions upon which the Tenements were granted and the Seller is not aware of any circumstances which may give rise to any such breach or contravention.
(g) To the best of the Seller’s knowledge and belief:
(i) there are no Claims, written orders, notices, penalties, prosecutions, investigations or other civil, criminal, judicial or administrative proceedings that are threatened, current or outstanding with respect to any breach of any Environmental Law, Native Title Law and Aboriginal Cultural Heritage Law, or otherwise arising out of any Environmental Law or Native Title Law and Aboriginal Cultural Heritage Law, relating to the Tenements; and
(ii) there are no facts or circumstances which could reasonably be expected to give rise to such actions.
(h) Other than as Disclosed and to the best of the Seller’s knowledge, each Company Group Member has duly complied with all of its material obligations and requirements, whether statutory or otherwise, in respect of the use of or activities undertaken on the Tenements, including under any applicable Environmental Law, Native Title Law and Aboriginal Cultural Heritage Law.
(i) Other than as Disclosed, there is not in existence any current compensation agreement with the owner or occupier of any land which is subject to any of the Tenements or with any applicant for or holder of native title over any such land.
(j) Except as otherwise Disclosed, neither Company Group Member holds any freehold or leasehold titles nor is a party to any lease or licence agreements or agreements with native title parties.
(k)
To the best of the Seller's knowledge, there are no:
(i) material restrictions on the Company Group in relation to any planning or zoning instruments and the Company Group are compliant with any applicable planning or zoning instruments;

(ii) circumstances which may give rise to non-compliance or material breach of any covenants or conditions of the Company Group's land access agreements; and
(iii) activities or discharges of material outside permitted land boundaries which may result in a material liability to the Company Group.

9. Records

(a) The copies of the constitutions of the Company Group Members which have been supplied to the Buyer are true, complete and up to date copies.
(b) The registers of members of the Company Group Members contains a true and accurate record of their members.
(c) All statutory books and records of the Company Group Members (such as board minutes, minutes of general meetings, and registers) have been properly kept and are up to date, true, complete and accurate in all material respects.
(d) To the best of the Seller’s knowledge, all Business Records of the Company Group Members:
(i) are in the possession or under the control of the relevant Company Group Member;
(ii) have been fully and properly maintained in all material respects;
(iii) in all material respects properly record everything required by any applicable material Law or by prudent business practice;
(iv) do not contain any material inaccuracies or discrepancies; and
(v) include all information required or under, or to comply in all material respects with, or to support any filing made or required to be made under any applicable Law and any applicable rules and standards of a Government Agency.
(e) Neither of the Company Group Members have received notice of any application or intended application for the rectification of its register of members or any other register that it is required by Law to maintain.

10. Tax

10.1 Tax Returns

(a) All Tax Returns or any other document required to be lodged by a Company Group Member:
(i) have been lodged by the due date for filing those Tax Returns; and
(ii) have been made in accordance with the relevant Tax Law.
(b) All assessments, whether original or amended, made by a Government Agency in respect of each Company Group Member and all Tax Returns of each Company Group Member accurately reflect any Liability for Tax of the Company Group Member for the period to which the assessment or Tax Return relates.

(c) No Tax Return, election or notice lodged or filed by a Company Group Member within the last 6 years prior to the Execution Date, contains either of the following:
(i) a false or misleading statement or omits to refer to a matter which is required to be included and without which the statement is false or misleading; or
(ii) a material error or a material omission relating to the assessment of a Tax Liability of that Company Group Member.
(d) No Company Group Member has entered into any arrangement for an extension of time within which to file, lodge or submit any Tax Return or with respect to any assessment or any Tax shortfall that is in existence at Completion.
(e) No Company Group Member has lodged a Tax Return in respect of Duty where the Duty assessment has not been issued to the Company Group Member by the relevant Government Agency.

10.2 Records

Each Company Group Member has maintained proper and adequate records to enable it to comply in all material respects with its obligations under any Tax Law and all such records are held by the Company Group Member at Completion.

10.3 Payment of Tax

Each Company Group Member has paid all Taxes which the relevant Company Group Member is liable to pay prior to Completion and the Company Group Member has not waived any statute of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

10.4 Public officer

The office of public officer as required under any Tax Law has always been occupied for each Company Group Member.

10.5 No audit

(c) So far as the Seller is aware, no Company Group Member has been notified that it is the subject of any audit, investigation, review or inquiry by a Government Agency of any Tax or in respect of its Tax Returns and there are no outstanding disputes, questions or demands as between the Company Group Member and any Government Agency relating to a Tax matter.
(d) So far as the Seller is aware, there are no circumstances which, if known to a Government Agency, would give rise to a dispute between a Company Group member and any Government Agency.

10.6 Withholding tax

Any withholding tax that is required to be withheld by a Company Group Member has been duly withheld and remitted to the relevant Government Agency.

10.7 Private Ruling

No Company Group Member:

(a) has lodged a private ruling request with any Government Agency in respect of Tax;
(b) is party to any action or proceeding for the assessment of collection of Tax; and

(c) except as Disclosed, has made any agreement with, or undertaking to, any Government Agency, relating to a Tax matter.

10.8 Share capital tainting

The share capital account of each Company Group Member is not a tainted share capital account within the meaning of Division 197 of the Tax Act and no Company Group Member has taken any action that might cause the Company Group Member’s share capital account to become a tainted share capital account, nor has an election been made at any time to un-taint any Company Group Member’s share capital account.

10.9 Division 7A

No Company Group Member has made any loan, distributed any property or engaged in any other transaction or arrangements which attract the operation of Division 7A of Part III of the Tax Act.

10.10 Rollover relief

The Company Group has not sought capital gains tax rollover relief or similar relief under the Tax Act with respect to any asset which a Company Group Member has acquired and owns at the date of this Agreement.

10.11 No interposed entity election

No interposed entity election (as defined in the Tax Law) is in force in relation to any Company Group Member.

10.12 Tax consolidated group

(a) The Seller Consolidated Group is a Consolidated Group as defined in section 703-5 of the Tax Act.
(b) The Seller is the Head Company, as defined in subsection 703-15(2) of the Tax Act, of the Seller Consolidated Group.
(c) Each Company Group Member is a subsidiary member, as defined in subsection 703-15(2) of the Tax Act, of the Seller Consolidated Group.
(d) No Company Group Member has ever been a member of another tax consolidated group other than the tax consolidated group where the Seller is the Head Company of the tax consolidated group.

10.13 Duty

All documents and transactions entered into by the Company Group Members prior to the Execution Date which are required to be stamped have been duly stamped and all duty which is required to be paid in respect of a transaction entered into by a Company Group Member has been paid.

11. GST

(a) In this warranty 11:
(i) expressions which are not defined, but which have a defined meaning in GST Law, have the same meaning; and
(ii) GST Law has the meaning given to that expression in the GST Act.

(b) In respect of GST, each Company Group Member is not registered for GST or required to be registered for GST as required under the GST Law.
(c) Each Company Group Member is not:
(i) a member of any GST group, GST joint venture or partnership with any entity; or
(ii) so far as the Seller is aware, liable to pay GST in respect of supplies made by any entity.

12. Material Contracts

(a) All material contracts, deeds and agreements to which the Company Group Member is a party are set out in Schedule 3 as Material Contracts.
(b) The Seller Disclosure Materials include a true and complete copy of all Material Contracts including all amendments and there are no unwritten agreements or arrangements affecting the terms of the Material Contracts.
(c) To the best of the Seller’s knowledge, in relation to each Material Contract:
(i) no party to the contract is in default, or, but for notice requirements or lapse of time or both, would be in default;
(ii) no party has any grounds for rescission or avoidance or repudiation of that Material Contract; or
(iii) the Material Contract has not expired, either through non-renewal or their coming to a natural end.
(d) Each Material Contract:
(i) is a legal, valid and binding agreement of the relevant Company Group Member and is in full force and effect; and
(ii) is enforceable in accordance with its terms by the relevant Company Group Member against all other parties to it.
(e) As at the date of this Agreement other than as set out in the Seller Disclosure Materials, the Company Group has not received, or given, any written notice of termination of any agreement to which it is a party that will, or would reasonably be likely to, be material to the Company Group.
(f) To the best of the Seller’s knowledge, the Company Group has duly performed and observed all of its material obligations, and, so far as the Seller is aware, the other parties have duly performed and observed all of their obligations, under all Material Contracts.
(g) To the best of the Seller’s knowledge, there is no Claim pending or threatened in connection with or arising out of the Material Contracts.
(h) Neither Company Group Member is a party to:
(i) any drilling contracts, services or supplier agreements or consultancy contracts; and
(ii) any intra-group agreements, other than those referred to in this Agreement.

13. Litigation

(a) The Company Group has not received notice of any Claim which may reasonably be expected to result in litigation of any kind or a Loss or other Liability in relation to the Projects and to the best of the Seller’s knowledge there are no facts or circumstances that will or would be reasonably likely to give rise to any such Claim.
(b) There is no unsatisfied Claim, judgment, order, arbitral award or decision of any court, tribunal or arbitrator, or unsatisfied settlement of proceedings in any court, tribunal or arbitration, against the Company Group.
(c) To the best of the Seller's knowledge:
(i) the Company Group is not the subject of any investigation, inquiry or enforcement proceedings or process by any Government Agency; and
(ii) there are no facts, matters or circumstances that are likely to give rise to any such investigation, inquiry, proceedings or process.
(d) There is no unsatisfied judgment, order, arbitration award or decision of any court, tribunal or arbitrator against the Company Group nor is the Company Group party to any undertaking or assistance given to any court, arbitrator, tribunal or other Government Agency which is still in force.
(e) The Company Group has not given any undertaking to, and is not bound by any order of, a Government Agency (including a court or tribunal).

14. Compliance with Laws

(a) To the best of the Seller's knowledge, neither the Seller nor any Company Group Member has received any notice advising it that it has not, in any material respect, complied with any Law.
(b) To the best of the Seller's knowledge, each Company Group Member has duly observed and complied in all material respects with the provisions of all Laws and all orders, notices, awards and determinations made by any statutory or other competent authority in any way relating to or binding on any Company Group Member or any property owned or occupied by any Company Group Member.

15. Anti-bribery and anti-money laundering

(a) No Company Group Member nor any director, officer, agent or employee that acts for or on behalf of a Company Group Member has at any time either directly or indirectly offered, promised, provided, or authorised the provision of any money, property, contribution, gift, entertainment or other thing of value to any Government Official in the exercise of their duties in connection with or to further the development of the Projects, including to influence official action or secure an improper advantage including to obtain or retain business or a financial or business advantage (including a future business advantage), or to encourage the recipient to breach a duty of good faith or loyalty or the policies of their employer.
(b) So far as the Seller is aware, each Company Group Member and its directors, and any officer, agent or employee that acts for or on behalf of the Seller:
(i) has not violated;

(ii) has not potentially violated or engaged in any activity or conduct that has resulted in or will result in a violation of;
(iii) has not been alleged to have violated or potentially violated; and
(iv) has complied in all material respects with,

all Anti-Corruption and Anti-Money Laundering Laws and no proceeding by or before any Government Agency with respect to a breach of Anti-Corruption and Anti-Money Laundering Laws by a Company Group Member is pending or threatened.

(c) In this paragraph:
(i) Anti-Corruption and Anti-Money Laundering Laws means any applicable Law relating to the prevention of bribery, corruption, money laundering or terrorist financing, including:
- (A) the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth); and
- (B) the Criminal Code Act 1995 (Cth);
(ii) Government Official means:
- (A) any official, officer, employee, or representative of, or any person acting in an official capacity for or on behalf of, any Government Agency;
- (B) any political party or party official or candidate for political office; or
- (C) any official, officer, employee, or representative of a company, business, enterprise or other entity owned, in whole or in part, or controlled by any Government Agency.

16. Modern Slavery

(a) No Company Group Member has, nor has any of its managers, officers, employees, agents, engaged in any activity, practice or conduct that would constitute a contravention of any of the applicable Modern Slavery Laws.
(b) So far as the Seller is aware, no Company Group Member has (nor, have any of its managers, officers, employees, agents) been the subject of any investigations, reviews, audits or inquiries by a Government Agency related to Modern Slavery Laws, and, so far as the Seller is aware, no investigation, review, audit, or inquiry by any Government Agency with respect to Modern Slavery Laws is pending or threatened.
(c) So far as the Seller is aware, no supplier or contractor of the Group:
(i) has engaged in any activity, practice or conduct that would constitute a contravention of any of the applicable Modern Slavery Laws; or
(ii) is or has been the subject of any investigations, reviews, audits or inquiries by a Government Agency related to Modern Slavery Laws, and, so far as the Seller is aware, no investigation, review, audit, or inquiry by any Government Agency with respect to Modern Slavery Laws is pending or threatened.
(d) In this paragraph:

(i) Modern Slavery means slavery, servitude, forced labour, trafficking in persons (including orphanage trafficking of children), forced marriage, child labour, debt bondage and other slavery-like practices.
(ii) Modern Slavery Laws means any Law relating to Modern Slavery and including, where relevant, International Labour Organization conventions in relation to Modern Slavery.

Schedule 2 – Buyer Warranties

1. The Buyer’s authority to buy

(a) The Buyer is validly incorporated, organised and subsisting and duly registered under the Laws of the jurisdiction in which it was registered.
(b) Subject to satisfaction of the Conditions, the Buyer has the full power and capacity to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement.
(c) Subject to satisfaction of the Conditions, the Buyer has taken all necessary action to authorise its entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement and, subject only to satisfaction of the Conditions, has obtained all necessary approvals for the execution, delivery and performance of this Agreement.
(d) The obligations of the Buyer under this Agreement is valid and binding and enforceable against the Buyer in accordance with their terms.
(e) The Buyer is not required to give the Treasurer of Australia a notice under the Foreign Acquisitions and Takeovers Act 1975 (Cth) relating to the proposed acquisition of the Sale Shares or obtain any other approval or consent under the Foreign Acquisitions and Takeovers Act 1975 (Cth).

2. The Buyer

(a) The Buyer has full corporate power to own its properties, assets and business and to carry on its business as conducted.
(b) The Buyer is duly registered and authorised to do business in those jurisdictions which, by nature of its business and assets, makes such registration or authorisation necessary.
(c) The Buyer has conducted its business in compliance with its constitution and other constituent documents.
(d) None of the following has occurred and is subsisting, or is threatened, in relation to the Buyer:
(i) an application or order made, proceeding commenced, resolution passed or proposed in a notice of meeting, petition presented, meeting convened or other step taken for:
- (A) the winding up, dissolution, bankruptcy or administration of the Buyer; or
- (B) the Buyer entering into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them;
(ii) the Buyer:
- (A) being (or being taken to be under applicable legislation) unable to pay its debts as and when they fall due; or
- (B) stopping or suspending, or threatening to stop or suspend, payment of all or a class of its debts; or

(iii) the appointment of an administrator, receiver, receiver and manager, liquidator, provisional liquidator or similar person to the Buyer or any of its assets.
(e) There are no Claims pending or threatened against it or to its knowledge by, against or involving any person which may have a material effect on the sale and purchase of the Sale Shares in accordance with this Agreement.
(f) There are no Claims or Liabilities existing in relation to the flow-through shares issued by the Buyer to investors on or around September 2022 (or the related capital raising) and, to the best of the Buyer’s knowledge, there are no facts or circumstances that will or would be reasonably likely to give rise to any such Claim or Liability.
(g) All necessary corporate action has been taken, or will be taken before the Completion Date, to authorise the issue and sale of, and the delivery (in definitive form or electronic form) of certificates representing, the Consideration Shares, and, upon payment of the requisite consideration therefor, the Consideration Shares issuable hereunder will be validly issued as fully paid and non-assessable Buyer Shares. All necessary corporate action will be taken before the issuance of any Milestone Consideration Shares, to authorise the issue and sale of, and the delivery (in definitive form or electronic form) of certificates representing, any Milestone Consideration Shares, and, upon payment of the requisite consideration therefor, the Milestone Consideration Shares issuable hereunder will be validly issued as fully paid and non-assessable Buyer Shares.
(h) The Buyer is not subject to any order to cease trading or which prohibits the issuance of the Consideration Shares or the Milestone Consideration Shares and no other order has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Buyer, contemplated or threatened by any regulatory authority.
(i) Computershare Trust Company of Canada, at its principal office in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Buyer Shares.

3. No Default

The execution, delivery and performance by the Buyer of this Agreement and the consummation of the transactions contemplated hereby do not and will not:

(a) violate the constitution, certificate of incorporation or bylaws or analogous constituent document of the Buyer;
(b) violate any applicable Law;
(c) constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation under any agreement binding upon the Buyer; or
(d) require any notice, Authorisation or action by or in respect of, or filing with, any Government Agency other than the filing and related actions described in the Conditions.

4. Consideration Shares

(a) The Buyer Shares are quoted on the ASX, and the Buyer is in compliance with its continuous disclosure obligations and the ASX Listing Rules;
(b) The Buyer Shares described in Schedule 10 is a complete and accurate description of all Benz Securities on issue as at the Execution Date;
(c) The Buyer Shares are listed for trading on the TSXV and the Buyer is a “reporting issuer” or the equivalent only in the Reporting Provinces, and is not in default of any requirement of the Applicable Securities Laws of the Reporting Provinces, and in particular, without limiting the foregoing, the Buyer has at all times complied with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Buyer which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Canadian Securities Regulators in the Reporting Provinces;
(d) The Buyer has made, or will make prior to the Completion Date, an application to the TSXV so that at the time of issue the Consideration Shares will have been conditionally approved for listing on the TSXV, subject only to standard listing conditions; and
(e) Once issued, the Consideration Shares and, if applicable, the Milestone Consideration Shares:
(i) will have been validly allotted and issued, fully paid and free and clear of any Encumbrance;
(ii) have not been issued in violation of any pre-emption, subscription, rights of first refusal or similar rights; and
(iii) have been issued in all respects in compliance with applicable securities Laws.

5. Disclosure

(a) The Buyer is in compliance with its periodic and continuous disclosure obligations under the ASX Listing Rules and the Corporations Act and has disclosed to the ASX all material information concerning the assets and liabilities, financial position and performance and profits and losses of the Buyer and its business operations of which the Buyer is aware, or ought reasonably to be aware, and is not withholding any information from disclosure to the ASX under the exceptions in ASX Listing Rule 3.1A which is ‘excluded information’ (as that term is defined in section 708A(7) of the Corporations Act), except for the subject matter of this agreement or as fully and fairly disclosed to the Seller before the Execution Date.
(b) The Buyer is able to issue a notice that would comply with section 708A(6) of the Corporations Act and, in the event the Buyer is unable to issue such a notice, the Buyer will issue a ‘cleansing prospectus’ with ASIC and ASX prepared for the purposes of section 708A(11) of the Corporations Act.
(c) Since April 30, 2023, the Buyer is in compliance in all material respects with all its disclosure obligations under the Applicable Securities Laws of the Reporting Provinces (including, without limitation, all of its disclosure obligations pursuant to National Instrument 51-102 – Continuous Disclosure Obligations, National

Instrument 58-101 – Disclosure of Corporate Governance Practices and National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Regulators).

6. Information

(a) All information contained in the Buyer Disclosure Materials:
(i) was prepared in good faith and with reasonable care and gives a fair and reasonable representation of the matters to which that information relates;
(ii) is true and accurate in all material respects; and
(iii) is not misleading or deceptive in any material respect (including by omission).
(b) The Buyer has not knowingly withheld from the Buyer Disclosure Materials any information, facts or circumstances relating to the Buyer, the Consideration Shares, the Buyer Group or the business of the Buyer that, to the best of the Buyer’s knowledge, would make any part of the Buyer Disclosure Materials untrue, inaccurate or misleading in any material respect.

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Schedule 3 – Material Contracts

[REDACTED – Commercially Sensitive Information]

Share Purchase Agreement

Hamilton Locke

==> picture [81 x 39] intentionally omitted <==

Schedule 4 - Tenements

Tenement	Grant/ Application
		Expiry Date	Status	Registered Holder
Number	Date

1. Glenburgh Project Tenements
E09/1325	29.03.2007	28.03.2025	Live	Gascoyne Resources(WA)PtyLtd
E09/1764	09.05.2011	08.05.2025	Live	Gascoyne Resources(WA)PtyLtd
E09/1865	19.12.2011	18.12.2025	Live	Gascoyne Resources(WA)PtyLtd
E09/1866	19.12.2011	18.12.2025	Live	Gascoyne Resources(WA)PtyLtd
E09/2025	07.02.2014	06.02.2026	Live	Gascoyne Resources(WA)PtyLtd
E09/2148	15.09.2016	14.09.2026	Live	Gascoyne Resources(WA)PtyLtd
E09/2352	26.02.2019	N/A	Pending	Gascoyne Resources(WA)PtyLtd
E09/2730	04.07.2023	03.07.2028	Live	Gascoyne Resources(WA)PtyLtd
L09/56	02.07.2014	01.07.2035	Live	Gascoyne Resources(WA)PtyLtd
L09/62	02.12.2014	01.12.2035	Live	Gascoyne Resources(WA)PtyLtd
M09/148	10.02.2014	09.02.2035	Live	Gascoyne Resources(WA)PtyLtd
M09/181	31.03.2021	N/A	Pending	Gascoyne Resources(WA)PtyLtd
2. Mt Egerton Project Tenements
E52/2117	20.11.2008	19.11.2024	Live	Egerton Exploration PtyLtd
E52/2515	11.02.2010	11.02.2026	Live	Egerton Exploration PtyLtd
E52/3574	06.11.2017	05.11.2027	Live	Egerton Exploration PtyLtd
E52/3756	11.02.2020	10.02.2025	Live	Egerton Exploration PtyLtd
E52/3894	05.01.2021	04.01.2026	Live	Egerton Exploration PtyLtd
M52/343	11.11.1992	10.11.2034	Live	Egerton Exploration PtyLtd
M52/567	02.08.1995	01.08.2037	Live	Egerton Exploration PtyLtd

Share Purchase Agreement

Hamilton Locke

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Schedule 5 – Deeds of Release (Tax Funding Deed)

See overleaf.

Share Purchase Agreement

Hamilton Locke

Schedule 5 ‒ Deed of Release – Tax Funding Agreement

Deed of Release

Dated [Insert Date]

Parties

Head Company

Spartan Resources Limited

ACN 139 522 900

Leaving Member

Gascoyne Resources (WA) Pty Ltd

ACN 139 823 822

Background

(A) The Head Company and the Members that are parties to this Deed are parties to a tax funding deed dated 15 December 2017, as amended and acceded to from time to time ( Tax Funding Agreement ).
(B) A transaction or event has or will occur which will result in the Leaving Member ceasing to be a Subsidiary Member.
(C) The Head Company and the other Funding Members have agreed to release the Leaving Member from its obligations under the Tax Funding Agreement subject to and in accordance with this Deed.

Operative Provisions

1. Definitions

1.1 Where a word, phrase or acronym is used in this Deed and is defined or assigned a meaning in the Tax Funding Agreement, the word, phrase or acronym has the same meaning in this Deed as it does in that Agreement.

2. Release

2.1 In consideration of the payment to the Head Company of the amounts required to be paid under clause 4.2 of the Tax Funding Agreement (the receipt of which is hereby acknowledged) and with effect on and from the Leaving Time (but subject to this Deed), the Head Company, on its own behalf and on behalf of the Members, releases the Leaving Member from all liabilities and obligations under the Tax Funding Agreement.
2.2 The Leaving Member releases the Head Company and other Members from all liabilities and obligations under the Tax Funding Agreement.
2.3 The Leaving Member acknowledges that it will continue to be treated as a Funding Member in respect of any period during which it was a Subsidiary Member.

3457-5823-4415, v. 4

Executed as a deed

Executed by ) Spartan Resources Limited ) ACN 139 522 900 pursuant to Section 127 of the ) Corporations Act 2001 (Cth): )

______ Signature of Director

_______ Signature of Director/Secretary

______ _______ Name of Director (print) Name of Director/Secretary (print)

Executed by ) Gascoyne Resources (WA) Pty Ltd ) ACN 139 823 822 pursuant to Section 127 of the ) Corporations Act 2001 (Cth): )

______ ____ Signature of Director Signature of Director/Secretary _____ _____ Name of Director (print) Name of Director/Secretary (print)

3457-5823-4415, v. 4

Schedule 5 ‒ Deed of Release – Tax Funding Agreement

Deed of Release

Dated

[Insert Date]

Parties

Head Company

Spartan Resources Limited

ACN 139 522 900

Leaving Member

Egerton Exploration Pty Ltd

ACN 163 614 551

Background

(A) The Head Company and the Members that are parties to this Deed are parties to a tax funding deed dated 15 December 2017, as amended and acceded to from time to time ( Tax Funding Agreement ).
(B) A transaction or event has or will occur which will result in the Leaving Member ceasing to be a Subsidiary Member.
(C) The Head Company and the other Funding Members have agreed to release the Leaving Member from its obligations under the Tax Funding Agreement subject to and in accordance with this Deed.

Operative Provisions

1. Definitions

1.1 Where a word, phrase or acronym is used in this Deed and is defined or assigned a meaning in the Tax Funding Agreement, the word, phrase or acronym has the same meaning in this Deed as it does in that Agreement.

2. Release

2.1 In consideration of the payment to the Head Company of the amounts required to be paid under clause 4.2 of the Tax Funding Agreement (the receipt of which is hereby acknowledged) and with effect on and from the Leaving Time (but subject to this Deed), the Head Company, on its own behalf and on behalf of the Members, releases the Leaving Member from all liabilities and obligations under the Tax Funding Agreement.
2.2 The Leaving Member releases the Head Company and other Members from all liabilities and obligations under the Tax Funding Agreement.
2.3 The Leaving Member acknowledges that it will continue to be treated as a Funding Member in respect of any period during which it was a Subsidiary Member.

3467-4809-0159, v. 4

Executed as a deed

Executed by ) Spartan Resources Limited ) ACN 139 522 900 pursuant to Section 127 of the ) Corporations Act 2001 (Cth): )

______ Signature of Director

_______ Signature of Director/Secretary

______ _______ Name of Director (print) Name of Director/Secretary (print)

Executed by ) Egerton Exploration Pty Ltd ) ACN 163 614 551 pursuant to Section 127 of the ) Corporations Act 2001 (Cth): )

______ ____ Signature of Director Signature of Director/Secretary _____ _____ Name of Director (print) Name of Director/Secretary (print)

3467-4809-0159, v. 4

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Schedule 6 – Deeds of Release (Tax Sharing Deed)

See overleaf.

Share Purchase Agreement

Hamilton Locke

Schedule 6 – Deed of Release – Tax Sharing Agreement

Deed of Release

Dated [Insert Date]

Parties

Head Company

Spartan Resources Limited

ACN 139 522 900

Leaving Party

Gascoyne Resources (WA) Pty Ltd

ACN 139 823 822

Background

(A) On the Commencement Date the Head Company entered into the Tax Sharing Agreement with entities that were at that date Members of the Consolidated Group.
(B) The Leaving Party will cease to be a Member of the Consolidated Group at the Leaving Time.

Agreed terms

1. Definitions

1.1 In this Deed, where a word, phrase or acronym is used in this Deed and is defined or assigned a meaning in the Tax Sharing Agreement, the word, phrase or acronym has the same meaning in this Deed as it does in the Tax Sharing Agreement; and
1.2 Tax Sharing Agreement means the tax sharing deed dated 15 December 2017 between the Head Company and the other Members of the Consolidated Group, as amended and acceded to from time to time.
1.3 Leaving Time means the time at which the Leaving Party ceases to be a Member of the Consolidated Group.

2. Release

2.1 The Head Company acknowledges that the Leaving Party has paid the Exit Payment under clause 11.7 of the Tax Sharing Agreement prior to the Leaving Time and accepts the payment in full satisfaction of the Leaving Party’s obligation to pay the Exit Payment.
2.2 Neither the Head Company nor the Leaving Party shall have any liability to the other in the event that there has been any error in the calculation of the Exit Payment or the assumptions on which the Exit Payment has been calculated turns out to be incorrect.
2.3 Subject to the terms of this Deed, the Leaving Party is released from any obligations under the Tax Sharing Agreement for:
(a) The Group Liability Period:
- (i) which commences after the Leaving Time; or
- (ii) that is not complete by the Leaving Time; and
(b) A Group Liability that is due and payable on or after the Leaving Time.
2.4 For the avoidance of doubt, this deed does not release the Leaving Member from its obligations under the TSA that relate to any period during which the Leaving Member was a Member of the Consolidated Group (including a Contribution Amount arising as a result of an amended assessment for any Tax-related Liabilities).

3. Head Company access to Leaving Party’s books and records

3.1 The Head Company and its authorised representatives are entitled, at the Head Company’s sole cost, to inspect and copy the books and records of the Leaving Party for the purposes of:
(a) the Head Company preparing the income tax returns for the Consolidated Group in respect of an income tax period during part or all of which the Leaving Party was a Member of the Consolidated Group;
(b) running, managing or litigating a dispute with the ATO in relation to Group Liabilities relating to any Group Liability Periods in which the Leaving Party was a member of the Consolidated Group; or
(c) managing any enquiries, audits or amended assessments in respect of the Consolidated Group’s Group Liabilities, which relate to or arise out of the Leaving Party’s activities as a member of the Consolidated Group.
3.2 The Head Company is required to give at least five business days written notice of any request for access under this clause 3 and access must take place during ordinary business hours unless otherwise agreed between the parties.
3.3 The Leaving Party will provide all reasonable assistance to the Head Company and/or its authorised representatives in relation to a request for access under this clause.
3.4 The Head Company agrees that information and documents obtained through inspection and copying pursuant to this clause are kept confidential, and agrees to procure that its authorised representatives keep that information confidential, except insofar as the information and documents obtained may be used for the purposes of the Head Company set out in this clause.

4. Leaving Party’s access to Head Company books and records

4.1 The Leaving Party and its authorised representatives will be entitled, at the Leaving Party’s sole expense, to inspect and copy the books and records of the Head Company for the purposes of:
(a) preparing the tax returns of the Leaving Party; or
(b) in connection with any liability or alleged liability of the Leaving Party in respect of a Group Liability of the Consolidated Group.
4.2 The Leaving Party is required to give at least five business days written notice of any request for access under this clause 4 and access must take place during ordinary business hours unless otherwise agreed between the parties.
4.3 The Head Company will provide all reasonable assistance to the Leaving Party and/or its authorised representatives in relation to request for access under this clause.
4.4 The Leaving Party agrees that information and documents obtained through inspection and copying pursuant to this clause are kept confidential, and agrees to procure that its authorised representatives keep that information confidential, except insofar as the information and documents obtained may be used for the purposes of the Leaving Party set out in this clause.

3457-5823-4415, v. 4

5. Provision of TSA

5.1 In the event that the Leaving Party is given a notice by the Commissioner pursuant to section 721-15(5) of the Tax Act (1997), the Leaving Party can require that the Head Company provide to the Leaving Party, within two business days of the request by the Leaving Party, a copy of the Tax Sharing Agreement and a calculation of the Contribution Amounts in respect of the Group Liabilities which are the subject of the notice in section 721-15(5) of the Tax Act (1997).

Executed as a deed

Executed by ) Spartan Resources Limited ) ACN 139 522 900 pursuant to Section 127 of the ) Corporations Act 2001 (Cth): )

______ ____ Signature of Director Signature of Director/Secretary _____ ____ Name of Director (print) Name of Director/Secretary (print) Executed by ) Gascoyne Resources (WA) Pty Ltd ) ACN 139 823 822 pursuant to Section 127 of the ) _Corporations Act 2001 (Cth): )

______ ____ Signature of Director Signature of Director/Secretary _____ _____ Name of Director (print) Name of Director/Secretary (print)

3457-5823-4415, v. 4

Schedule 6 – Deed of Release – Tax Sharing Agreement

Deed of Release

Dated [Insert Date]

Parties

Head Company

Spartan Resources Limited

ACN 139 522 900

Leaving Party

Egerton Exploration Pty Ltd

ACN 163 614 551

Background

(A) On the Commencement Date the Head Company entered into the Tax Sharing Agreement with entities that were at that date Members of the Consolidated Group.
(B) The Leaving Party will cease to be a Member of the Consolidated Group at the Leaving Time.

Agreed terms

1. Definitions

1.1 In this Deed, where a word, phrase or acronym is used in this Deed and is defined or assigned a meaning in the Tax Sharing Agreement, the word, phrase or acronym has the same meaning in this Deed as it does in the Tax Sharing Agreement; and
1.2 Tax Sharing Agreement means the tax sharing deed dated 15 December 2017 between the Head Company and the other Members of the Consolidated Group, as amended and acceded to from time to time.
1.3 Leaving Time means the time at which the Leaving Party ceases to be a Member of the Consolidated Group.

2. Release

2.1 The Head Company acknowledges that the Leaving Party has paid the Exit Payment under clause 11.7 of the Tax Sharing Agreement prior to the Leaving Time and accepts the payment in full satisfaction of the Leaving Party’s obligation to pay the Exit Payment.
2.2 Neither the Head Company nor the Leaving Party shall have any liability to the other in the event that there has been any error in the calculation of the Exit Payment or the assumptions on which the Exit Payment has been calculated turns out to be incorrect.
2.3 Subject to the terms of this Deed, the Leaving Party is released from any obligations under the Tax Sharing Agreement for:
(a) The Group Liability Period:
- (i) which commences after the Leaving Time; or
- (ii) that is not complete by the Leaving Time; and
(b) A Group Liability that is due and payable on or after the Leaving Time.
2.4 For the avoidance of doubt, this deed does not release the Leaving Member from its obligations under the TSA that relate to any period during which the Leaving Member was a Member of the Consolidated Group (including a Contribution Amount arising as a result of an amended assessment for any Tax-related Liabilities).

3. Head Company access to Leaving Party’s books and records

3.1 The Head Company and its authorised representatives are entitled, at the Head Company’s sole cost, to inspect and copy the books and records of the Leaving Party for the purposes of:
(a) the Head Company preparing the income tax returns for the Consolidated Group in respect of an income tax period during part or all of which the Leaving Party was a Member of the Consolidated Group;
(b) running, managing or litigating a dispute with the ATO in relation to Group Liabilities relating to any Group Liability Periods in which the Leaving Party was a member of the Consolidated Group; or
(c) managing any enquiries, audits or amended assessments in respect of the Consolidated Group’s Group Liabilities, which relate to or arise out of the Leaving Party’s activities as a member of the Consolidated Group.
3.2 The Head Company is required to give at least five business days written notice of any request for access under this clause 3 and access must take place during ordinary business hours unless otherwise agreed between the parties.
3.3 The Leaving Party will provide all reasonable assistance to the Head Company and/or its authorised representatives in relation to a request for access under this clause.
3.4 The Head Company agrees that information and documents obtained through inspection and copying pursuant to this clause are kept confidential, and agrees to procure that its authorised representatives keep that information confidential, except insofar as the information and documents obtained may be used for the purposes of the Head Company set out in this clause.

4. Leaving Party’s access to Head Company books and records

4.1 The Leaving Party and its authorised representatives will be entitled, at the Leaving Party’s sole expense, to inspect and copy the books and records of the Head Company for the purposes of:
(a) preparing the tax returns of the Leaving Party; or
(b) in connection with any liability or alleged liability of the Leaving Party in respect of a Group Liability of the Consolidated Group.
4.2 The Leaving Party is required to give at least five business days written notice of any request for access under this clause 4 and access must take place during ordinary business hours unless otherwise agreed between the parties.
4.3 The Head Company will provide all reasonable assistance to the Leaving Party and/or its authorised representatives in relation to request for access under this clause.
4.4 The Leaving Party agrees that information and documents obtained through inspection and copying pursuant to this clause are kept confidential, and agrees to procure that its authorised representatives keep that information confidential, except insofar as the information and documents obtained may be used for the purposes of the Leaving Party set out in this clause.

5. Provision of TSA

3467-4809-0159, v. 4

5.1 In the event that the Leaving Party is given a notice by the Commissioner pursuant to section 721-15(5) of the Tax Act (1997), the Leaving Party can require that the Head Company provide to the Leaving Party, within two business days of the request by the Leaving Party, a copy of the Tax Sharing Agreement and a calculation of the Contribution Amounts in respect of the Group Liabilities which are the subject of the notice in section 721-15(5) of the Tax Act (1997).

Executed as a deed

Executed by ) Spartan Resources Limited ) ACN 139 522 900 pursuant to Section 127 of the ) Corporations Act 2001 (Cth): )

______ Signature of Director

_______ Signature of Director/Secretary

______ _______ Name of Director (print) Name of Director/Secretary (print)

Executed by ) Egerton Exploration Pty Ltd ) ACN 163 614 551 pursuant to Section 127 of the ) Corporations Act 2001 (Cth): )

______ _______ Signature of Director Signature of Director/Secretary

______ _______ Name of Director (print) Name of Director/Secretary (print)

3467-4809-0159, v. 4

==> picture [81 x 39] intentionally omitted <==

Schedule 7 – Voluntary Restriction Deed

See overleaf.

Share Purchase Agreement

Hamilton Locke

Spartan Resources Limited Benz Mining Corp.

Voluntary Restriction Deed

Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000 Australia Tel +61 8 9488 3700 Fax +61 8 9488 3701 www.allens.com.au

© Allens, Australia 2024

1	Interpretation	Interpretation	1
	1.1	Definitions	1
	1.2	Interpretation	2
	1.3	Compliance with Listing Rules and Applicable Securities Laws	3
2	Condition		3
3	Escrow	Restrictions	3
	3.1	Seller restrictions during Escrow Period	3
	3.2	Release	4
	3.3	Seller to notify Buyer	4
4	Representations and Warranties		5
	4.1	Seller representations and warranties	5
	4.2	Reliance on representations and warranties	5
	4.3	No representations by the Buyer	5
5	Breach	of this Deed	5
	5.1	Prevention of anticipated breach	5
	5.2	Damages insufficient remedy	5
6	Termination		5
7	Notices		6
8	General		6
	8.1	Governing law and jurisdiction	6
	8.2	Further assurances	7
	8.3	Waiver and exercise of rights	7
	8.4	Entire agreement	7
	8.5	Amendment	7
	8.6	Severability	7
	8.7	Counterparts	7

2024

This Deed is made on

Parties

1 Spartan Resources Limited (ACN 139 522 900) of Level 1, 87 Colin Street, West Perth WA 6005 (the Seller )
2 Benz Mining Corp. (Company No. BC0924856) of Suite 3000, Bentall Four 1055 Dunsmuir St, BC V7X1K8 (the Buyer )

Recitals

A The Seller has agreed to sell to the Buyer all of the issued share capital in Gascoyne and Egerton on the terms of the Sale and Purchase Agreement in consideration for, amongst other consideration, CDIs in the Buyer.
B Upon Completion, the Seller will be the legal and beneficial holder of the Consideration Shares, being 33,000,000 CDIs ( Escrow CDIs ).
C The Seller agrees to not Deal in its Escrow CDIs during the Escrow Period on the terms and conditions set out in this Deed.
D The Seller agrees to escrow all of the Escrow CDIs for the Escrow Period pursuant and subject to, the terms of this Deed.

It is agreed as follows.

1 Interpretation

1.1 Definitions

The following definitions apply in this Deed.

Applicable Securities Laws means all applicable securities laws in all jurisdictions relevant to the issuance of Escrow CDIs, including the rules and policies of the TSXV.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange operated by ASX, as the context requires.

CDI has the meaning given to that term in the Sale and Purchase Agreement.

Completion has the meaning given to that term in the Sale and Purchase Agreement.

Consideration Shares has the meaning given to that term in the Sale and Purchase Agreement.

Corporations Act means the Corporations Act 2001 (Cth).

Dealing in respect of any Escrow CDIs means to directly or indirectly:

(a) sell, assign, transfer or otherwise Dispose of, or agree or offer to sell, assign, transfer or otherwise dispose of;
(b) create, or agree or offer to create, any Security Interest in;
(c) enter into any option which, if exercised, enables or requires the Seller to sell, assign, transfer or otherwise dispose of; or
(d) do, or omit to do, or agree to do, or agree to omit to do, any act if the act or omission would have the effect of transferring, whether directly or indirectly, effective ownership or control of, or any interest in or economic benefit of,

any Escrow CDIs or any legal, beneficial or economic interest in that Escrow CDI, and Deal and

Voluntary Restriction Deed

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Dealt each have a corresponding meaning.

Deed means this voluntary restriction deed.

Dispose has the meaning given in the Listing Rules.

Egerton means Egerton Exploration Pty Ltd (ACN 163 614 551).

Escrow CDIs has the meaning given to that term in Recital B.

Escrow Period means the period which commences on Completion and ends on the date which is 12 months after Completion.

Gascoyne means Gascoyne Resources (WA) Pty Ltd (ACN 139 823 822).

Listing Rules means the official listing rules of ASX (including the ASX Settlement Operating Rules).

Merger has the meaning given in clause 3.2(c) hereof.

MI 62-104 means Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids of the Canadian Securities Administrators.

Party means a party to this Deed .

PPSA means the Personal Property Securities Act 2009 (Cth).

Sale and Purchase Agreement means the Sale and Purchase Agreement between the Seller and the Buyer dated on or about 3 November 2024 for the sale and purchase of Gascoyne and Egerton, being wholly owned subsidiaries of the Seller.

Security Interest means an interest or power:

(a) reserved in or over an interest in any security including, but not limited to, any retention of title;
(b) created or otherwise arising in or over any interest in any security under a bill of sale, mortgage, charge, lien, pledge, trust or power;
(c) an interest of the kind referred to in section 12 of the PPSA; or
(d) or any agreement to grant or create any such interest or power.

Shares means fully paid ordinary shares in the capital of the Buyer.

takeover bid has the meaning given to that term in the Corporations Act and applicable Canadian securities legislation including MI 62-104.

TSXV means the TSX Venture Exchange or, where the context requires, the financial market operated by it.

1.2 Interpretation

(a) Headings are for convenience only and do not affect interpretation.
(b) The following rules apply unless the context requires otherwise.
(i) The singular includes the plural and conversely.
(ii) Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.
(iii) A reference to a clause is a reference to a clause of this Deed.
(iv) A reference to an agreement or document (including a reference to this Deed) is to the agreement or document as amended, varied, supplemented, novated or

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replaced, except to the extent prohibited by this Deed or that other agreement or document.

(v) A reference to a party to this Deed or another agreement or document includes the party’s successors, permitted substitutes and permitted assigns (and, where applicable, the party’s legal personal representatives).
(vi) A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.
(vii) A reference to conduct includes an omission, statement and undertaking, whether or not in writing.
(viii) A reference to an agreement includes any undertaking, deed, agreement and legally enforceable arrangement, whether or not in writing, and a reference to a document includes an agreement (as so defined) in writing and any certificate, notice, instrument and document of any kind.
(ix) A reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form.

1.3 Compliance with Listing Rules and Applicable Securities Laws

For so long as the Buyer is listed on the official list of ASX and / or the TSXV:

(a) notwithstanding anything contained in this Deed, if the Listing Rules and/or Applicable Securities Laws (as applicable) prohibit an act being done, that act must not be done;
(b) nothing contained in this deed prevents an act being done that the Listing Rules and/or Applicable Securities Laws require to be done;
(c) if the Listing Rules and/or Applicable Securities Laws require an act to be done or not done, authority is given for that act to be done or not done (as the case may be);
(d) if the Listing Rules and/or Applicable Securities Laws require this Deed to contain a provision and it does not contain such a provision, this Deed is deemed to contain that provision;
(e) if the Listing Rules and/or Applicable Securities Laws require this Deed not to contain a provision and it contains such a provision, this Deed is deemed not to contain that provision; and
(f) if any provision of this Deed is or becomes inconsistent with the Listing Rules and/or Applicable Securities Laws, this Deed is deemed not to contain that provision to the extent of the inconsistency.

2 Condition

The undertakings of the Seller pursuant to this Deed are conditional on Completion occurring under the Sale and Purchase Agreement.

3 Escrow Restrictions

3.1 Seller restrictions during Escrow Period

(a) Subject to clause 3.2, during the Escrow Period the Seller must not Deal in the Escrow CDIs.
(b) The Seller agrees:
(i) that the Escrow CDIs will be:

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Voluntary Restriction Deed

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(A) kept on an electronic CHESS sub-register; or
(B) held on the Buyer's issuer sponsored sub register (as that term is defined in the Listing Rules),
(ii) to the application of a holding lock (as that term is defined in the Listing Rules) to the Escrow CDIs for the Escrow Period; and
(iii) not to transmute the Escrow CDIs to Shares.

3.2 Release

(a) If a takeover bid under Chapter 6 of the Corporations Act or as defined in MI 62-104, which takeover bid is not exempt from the requirements of Part 2 of MI 62-104, is made to acquire all or a specified proportion of the Shares, the restrictions in clause 3.1 will cease to apply to the extent necessary to allow the Seller to accept the offer(s) under the takeover bid in respect of the Escrow CDIs, provided that the following conditions are satisfied:
(i) the offer(s) under the takeover bid are for all or a specified proportion of the Shares;
(ii) holders of at least 50% of the Shares that are not the subject of any escrow restrictions have accepted the offer(s) under the takeover bid; and
(iii) where the takeover bid is an off-market bid, if the offer(s) under the takeover bid are conditional and the offer(s) do not become unconditional, the restrictions in clause 3.1 will continue to apply the Escrow CDIs.
(b) If a scheme of arrangement pursuant to Part 5.1 of the Corporations Act between the Buyer and its shareholders becomes effective in accordance with section 411(10) of the Corporations Act, the restrictions in clause 3.1 will cease to apply to the extent necessary to allow the Escrow CDIs to be acquired under that scheme of arrangement.
(c) If the Buyer proposes to carry out any amalgamation, merger, arrangement, corporate reorganization or business combination or any sale of all or substantially all of its assets or any similar or analogous transaction (a Merger ) under which the holders of the Shares will not, upon completion of the Merger, hold at least 50% of the shares of the entity resulting from such Merger, the restrictions in clause 3.1 will cease to apply to the extent necessary to allow the Escrow CDIs to be acquired under the Merger.
(d) The Seller may deal in any of its Escrow CDIs to the extent the dealing is required by applicable law (including an order of a court of competent jurisdiction).
(e) The Seller may transfer any or all of the Escrow CDIs to one or more Related Body Corporates during the Escrow Period, provided that: (i) each Related Body Corporate agrees to be bound by the terms and conditions of this Deed; and (ii) the Buyer gives its prior written consent, such consent not to be unreasonably withheld or delayed.
(f) A transfer occurring in accordance with the prior written approval of the Buyer.

3.3 Seller to notify Buyer

If the Seller becomes aware:

(a) that a Dealing in any Escrow CDIs has occurred, or is likely to occur, during the Escrow Period in breach of this Deed; or
(b) of any other matter which is likely to give rise to a Dealing in any Escrow CDIs during the Escrow Period in breach of this Deed,

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Voluntary Restriction Deed

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the Seller must notify the Buyer as soon as practicable after becoming aware of the Dealing or those matters giving rise to the Dealing, and provide full details.

4 Representations and Warranties

4.1 Seller representations and warranties

The Seller represents and warrants that:

(a) ( power ) it has power to enter into and comply with all of the terms and conditions of this Deed applicable to it;
(b) ( authority ) all necessary corporate actions and authorisations to permit it to enter into this Deed and to observe all of its terms have been taken and obtained and have not since been rescinded or varied;
(c) ( deed effective ) this Deed constitutes legal, valid and binding obligations, enforceable against the Seller in accordance with its terms;
(d) ( Escrow CDIs ) from Completion, it will be the legal and beneficial holder of the Escrow CDIs; and
(e) ( no encumbrances ) the Escrow CDIs are free from all encumbrances, security interests and other third party interests or rights.

4.2 Reliance on representations and warranties

The Seller acknowledges that the Buyer has executed this Deed in reliance on the representations and warranties that are made in this clause.

4.3 No representations by the Buyer

The Seller acknowledges that it has not relied, and will not rely, on any representation, statement or promise made by or on behalf of the Buyer in deciding to enter into this Deed.

5 Breach of this Deed

5.1 Prevention of anticipated breach

If it appears to the Buyer that the Seller may breach this Deed, the Buyer may take the steps necessary to prevent the breach or to enforce this Deed as soon as the Buyer becomes aware of the potential breach.

5.2 Damages insufficient remedy

The parties agree that damages would be an insufficient remedy for breach of this Deed and the Seller agrees that the Buyer is entitled to seek and obtain an injunction or specific performance as a remedy for any actual or threatened breach of this Deed, in addition to any other remedies available to the Buyer at law or in equity under or independently of this Deed.

6 Termination

If the Sale and Purchase Agreement is terminated prior to Completion, the obligations of the parties under this Deed will automatically terminate and the terms of this Deed will be of no further force or effect.

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7 Notices

Any notice, demand, consent or other communication (a Notice ) given or made under this Deed:
(a) must be in writing and signed by a person duly authorised by the sender (unless sent by email);
(b) must be delivered to the intended recipient by prepaid post (if posted to an address in another country, by registered airmail) or by hand to the address below or the address last notified by the intended recipient to the sender:
(i) to the Buyer:

Benz Mining Corp. Suite 3000, Bentall Four 1055 Dunsmuir St, BC V7X1K8

Email: [REDACTED - Personal Information]

Attention: Mathew O'Hara and Oonagh Malone

(ii) to the Seller: Spartan Resource Limited Level 1, 87 Colin Street, West Perth WA 6005

Email: [REDACTED - Personal Information]

Attention: Company Secretary

(c) will be taken to be duly given or made:
(i) in the case of delivery in person, when delivered at the address set out in clause 7(b);
(ii) in the case of delivery by post, 3 business days after the date of posting (if posted to an address in the same country) or 7 business days after the date of posting (if posted to an address in another country),
(iii) if sent by email to the address set out in in clause 7(b) on the earlier of:
- (A) the sender receiving a delivery confirmation message from the addressee’s information system; or
- (B) 2 hours after the time the email is sent to the relevant email address unless the sender receives an automatic notification (other than an out of office greeting) that the email has not been delivered; or
(iv) in any other way permitted by Law,

however, if the intended recipient has notified a changed address or email address, then Notice must be to that address or email address.

(d) Despite clauses 7(a) - 7(c) (inclusive), if Notice is received or taken to be received under clause 7(a) - 7(c) (inclusive) after 5.00pm in the place of receipt or on a day that is not a business day in that place, the Notice is taken to be received at 9.00am on the next business day in that place and take effect from that time unless a later time is specified.

8 General

8.1 Governing law and jurisdiction

This Deed is governed by the laws of Western Australia and each party submits to the nonexclusive jurisdiction of the courts of Western Australia.

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8.2 Further assurances

Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Deed and the transactions contemplated by it.

8.3 Waiver and exercise of rights

(a) No failure to exercise nor any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
(b) A party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this Deed expressly states otherwise.

8.4 Entire agreement

This Deed contains the entire agreement of the parties with respect to its subject matter. It sets out the only conduct, representations, warranties, covenants, conditions, agreements or understandings (collectively Conduct ) relied on by the parties and supersedes all earlier Conduct by or between the parties with respect to its subject matter.

8.5 Amendment

This Deed may be amended only by another deed executed by all the parties.

8.6 Severability

Any provision of this Deed which is unenforceable or partly unenforceable (including as a result of the Listing Rules and/or Applicable Securities Law) is, where possible, to be severed to the extent necessary to make this Deed enforceable, unless this would materially change the intended effect of this Deed.

8.7 Counterparts

This Deed may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

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Executed and delivered as a Deed .

Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Spartan Resources Limited :

Director Signature Print Name Executed by Benz Mining Corp. (BC0924856) in accordance with its constituent documents and the laws of its place of incorporation:

Signature of Director Full name (print)

Director/Secretary Signature Print Name Signature of Director

Full name (print)

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Schedule 8 – Deeds of Forgiveness

See overleaf.

Share Purchase Agreement

Hamilton Locke

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Deed of Forgiveness

Spartan Resources Limited (ACN 139 522 900)

and

Gascoyne Resources (WA) Pty Ltd (ACN 139 823 822)

==> picture [74 x 32] intentionally omitted <==

1.	Definitions and interpretation	3
	*1.1* *Definitions*	3
	*1.2* *Interpretation*	4
2.	Debt forgiveness and release	4
3.	Bar to proceedings	5
4.	Enforcement of deed	5
5.	Miscellaneous	5
	*5.1* *Entire agreement*	5
	*5.2* *Cumulative rights*	5
	*5.3* *Prohibition and enforceability*	5
	*5.4* *Further Assurances*	5
	*5.5* *Costs and Duty*	5
6.	Governing law and jurisdiction	5

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Parties

Head Company Name Spartan Resources Limited ACN 139 522 900 Address Level 1, 87 Colin Street, West Perth WA 6005 Target Entity Name Gascoyne Resources (WA) Pty Ltd ACN 139 823 822 Address Level 1, 87 Colin Street, West Perth WA 6005

Background

A. The Target Entity is or may be indebted to the Head Company.
B. The Head Company is or may be indebted to the Target Entity.
C. The Target Entity has agreed to forgive, release and discharge the Head Company from any liabilities under or in respect of any and all amounts owing by Head Company on and from the Effective Time, on the terms and conditions set out in this deed.
D. The Head Company has agreed to forgive, release and discharge the Target Entity from any liabilities under or in respect of any and all amounts owing by the Target Entity on and from the Effective Time, on the terms and conditions set out in this deed.

Operative provisions

1. Definitions and interpretation

1.1 Definitions

The meanings of the terms used in this deed are set out below:

Claim any claim, cause of action, notice, demand, action, proceeding, litigation, investigation or judgment, whether based in contract, tort, equity or statute.

Completion means the completion of the sale and purchase of the Sale Shares by the Seller and Buyer as those terms are defined in the Share Sale Agreement.

Effective Time has the meaning given in clause 2(a).

Liabilities all debts, liabilities, losses, damages, costs and expenses whether actual, contingent or prospective.

Obligation any written or unwritten commitment or other obligation owed by one person to another, including any obligation to pay or account for moneys and whether:

(a) based in contract, tort, equity or statute; or
(b) in relation to services performed or goods or assets transferred or otherwise.

Share Sale Agreement means the Share Sale Agreement dated on or around the date of this deed under which the Head Company sells all of the issued shares in the Target Entity to Benz Mining Corp. BC0924856.

TFA means the agreement titled Tax Funding Deed dated 15 December 2017 between the Head Company and the members of the Seller Consolidated Group, as that term is defined in the Share Sale Agreement, as amended and acceded to from time to time.

TSA means the agreement titled Tax Sharing Deed dated 15 December 2017 between the Head Company and the members of the Seller Consolidated Group, as that term is defined in the Share Sale Agreement, as amended and acceded to from time to time.

1.2 Interpretation

In this deed, headings and bold type are for convenience only and do not affect the interpretation of this deed and, unless the context otherwise requires:

(a) words importing the singular include the plural and vice versa;
(b) words importing a gender include any gender;
(c) other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning;
(d) a reference to any thing (including any right) includes a part of that thing but nothing in this clause 1.2(d) implies that performance of part of an obligation constitutes performance of the obligation;
(e) a reference to a clause, schedule, annexure or appendix is a reference to a clause, schedule, annexure or appendix in this deed;
(f) a reference to a document includes the document as modified, extended or supplemented from time to time and any document replacing, novating or restating it;
(g) a reference to a party to a document includes that party’s successors and permitted assigns;
(h) the word “person” includes a natural person, partnership, body corporate, association, government or local authority, agency and any body or entity whether incorporated or not;
(i) a reference to time is to Australian Western Standard Time;
(j) a reference to an agreement other than this deed includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;
(k) a reference to all or any part of a statute, rule, regulation or ordinance ( statute ) includes that statute as amended, consolidated, re-enacted or replaced from time to time;
(l) a reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind; and
(m) no provision of this deed will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this deed or the preparation or proposal of that provision.

2. Debt forgiveness and release

(a) The Target Entity fully, unconditionally and irrevocably forgives, releases and discharges the Head Company, with effect immediately before Completion or at a later date agreed by the Head Company and the Target Entity (the Effective Time ), from all Liabilities that the Head Company has to the Target Entity and from all Claims that the Target Entity has, or may have in future have, against the Head Company, under or in respect of any Obligations owed by the Head Company to the Target Entity as at the Effective Time.

3437-6181-1247, v. 7

(b) The Head Company fully, unconditionally and irrevocably forgives, releases and discharges the Target Entity, at the Effective Time, from all Liabilities that the Target Entity has to the Head Company and from all Claims that the Head Company has, or may have in future have, against the Target Entity, under or in respect of any Obligations owed by the Target Entity to the Head Company as at the Effective Time.
(c) Despite anything to the contrary in clause 2(a) or 2(b), the forgiveness, release and discharge provided under those clauses does not include Claims, duties, obligations or Liabilities arising under the Share Sale Agreement, TSA or TFA.

3. Bar to proceedings

This deed may be pleaded as a full and complete defence by a party to any and all Claims which are the subject of the releases in this deed and which are commenced, continued or taken by another party or on its behalf, in any jurisdiction.

4. Enforcement of deed

Nothing in this deed prevents any party or any person who is entitled to the benefit of this deed, taking action to enforce their rights under this deed.

5. Miscellaneous

5.1 Entire agreement

This deed supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties in respect of its subject matter.

5.2 Cumulative rights

The rights, powers, authorities, discretions and remedies arising out of or under this deed are cumulative and do not exclude any other right, power, authority, discretion or remedy of the parties.

5.3 Prohibition and enforceability

(a) Any provision of, or the application of any provision of, this deed which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
(b) Any provision of, or the application of any provision of, this deed which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

5.4 Further Assurances

Each party shall take all steps, execute all documents and do everything reasonably required by the other party to give effect to the termination of any document or agreement or release of any property or obligations in a manner not inconsistent with this deed.

5.5 Costs and Duty

Each party shall bear its own costs arising out of the negotiation, preparation and execution of this deed.

6. Governing law and jurisdiction

3437-6181-1247, v. 7

(a) This deed is governed by the laws of Western Australia.
(b) The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Western Australia.

3437-6181-1247, v. 7

Each person executing this deed on behalf of a party states that they have no notice of revocation or suspension of their authority.

Executed and delivered as a deed on [insert date]

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----- Start of picture text -----

Executed by )
Spartan Resources Limited )
ACN 139 522 900
pursuant to Section 127 of the )
Corporations Act 2001 (Cth): )
____ ____
Signature of Director Signature of Director/Secretary
_____ ____
Name of Director (print) Name of Director/Secretary (print)
Executed by )
Gascoyne Resources (WA) Pty Ltd )
ACN 139 823 822
pursuant to Section 127 of the )
Corporations Act 2001 (Cth): )
_________ ____
Signature of Director Signature of Director/Secretary
_____ _____
Name of Director (print) Name of Director/Secretary (print)
----- End of picture text -----

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Deed of Forgiveness

Spartan Resources Limited (ACN 139 522 900)

and

Egerton Exploration Pty Ltd (ACN 163 614 551)

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1.	Definitions and interpretation	3
	*1.1* *Definitions*	3
	*1.2* *Interpretation*	4
2.	Debt forgiveness and release	4
3.	Bar to proceedings	5
4.	Enforcement of deed	5
5.	Miscellaneous	5
	*5.1* *Entire agreement*	5
	*5.2* *Cumulative rights*	5
	*5.3* *Prohibition and enforceability*	5
	*5.4* *Further Assurances*	5
	*5.5* *Costs and Duty*	5
6.	Governing law and jurisdiction	6

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Parties

Head Company Name Spartan Resources Limited ACN 139 522 900 Address Level 1, 87 Colin Street, West Perth WA 6005 Target Entity Name Egerton Exploration Pty Ltd ACN 163 614 551 Address Level 1, 87 Colin Street, West Perth WA 6005

Background

A. The Target Entity is or may be indebted to the Head Company.
B. The Head Company is or may be indebted to the Target Entity.
C. The Target Entity has agreed to forgive, release and discharge the Head Company from any liabilities under or in respect of any and all amounts owing by Head Company on and from the Effective Time, on the terms and conditions set out in this deed.
D. The Head Company has agreed to forgive, release and discharge the Target Entity from any liabilities under or in respect of any and all amounts owing by the Target Entity on and from the Effective Time, on the terms and conditions set out in this deed.

Operative provisions

1. Definitions and interpretation

1.1 Definitions

The meanings of the terms used in this deed are set out below:

Claim any claim, cause of action, notice, demand, action, proceeding, litigation, investigation or judgment, whether based in contract, tort, equity or statute.

Completion means the completion of the sale and purchase of the Sale Shares by the Seller and Buyer as those terms are defined in the Share Sale Agreement.

Effective Time has the meaning given in clause 2(a).

Liabilities all debts, liabilities, losses, damages, costs and expenses whether actual, contingent or prospective.

Obligation any written or unwritten commitment or other obligation owed by one person to another, including any obligation to pay or account for moneys and whether:

(a) based in contract, tort, equity or statute; or
(b) in relation to services performed or goods or assets transferred or otherwise.

1.2 Interpretation

In this deed, headings and bold type are for convenience only and do not affect the interpretation of this deed and, unless the context otherwise requires:

(a) words importing the singular include the plural and vice versa;
(b) words importing a gender include any gender;
(c) other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning;
(d) a reference to any thing (including any right) includes a part of that thing but nothing in this clause 1.2(d) implies that performance of part of an obligation constitutes performance of the obligation;
(e) a reference to a clause, schedule, annexure or appendix is a reference to a clause, schedule, annexure or appendix in this deed;
(f) a reference to a document includes the document as modified, extended or supplemented from time to time and any document replacing, novating or restating it;
(g) a reference to a party to a document includes that party’s successors and permitted assigns;
(h) the word “person” includes a natural person, partnership, body corporate, association, government or local authority, agency and any body or entity whether incorporated or not;
(i) a reference to time is to Australian Western Standard Time;
(j) a reference to an agreement other than this deed includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;
(k) a reference to all or any part of a statute, rule, regulation or ordinance ( statute ) includes that statute as amended, consolidated, re-enacted or replaced from time to time;
(l) a reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind; and
(m) no provision of this deed will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this deed or the preparation or proposal of that provision.

2. Debt forgiveness and release

(a) The Target Entity fully, unconditionally and irrevocably forgives, releases and discharges the Head Company, with effect immediately before Completion or at a later date agreed by the Head Company and the Target Entity (the Effective Time ), from all Liabilities that the Head Company has to the Target Entity and from all Claims that the Target Entity has, or may have in future have, against the Head Company, under or in respect of any Obligations owed by the Head Company to the Target Entity as at the Effective Time.

3446-3422-6479, v. 7

(b) The Head Company fully, unconditionally and irrevocably forgives, releases and discharges the Target Entity, at the Effective Time, from all Liabilities that the Target Entity has to the Head Company and from all Claims that the Head Company has, or may have in future have, against the Target Entity, under or in respect of any Obligations owed by the Target Entity to the Head Company as at the Effective Time.
(c) Despite anything to the contrary in clause 2(a) or 2(b), the forgiveness, release and discharge provided under those clauses does not include Claims, duties, obligations or Liabilities arising under the Share Sale Agreement, TSA or TFA.

3. Bar to proceedings

4. Enforcement of deed

Nothing in this deed prevents any party or any person who is entitled to the benefit of this deed, taking action to enforce their rights under this deed.

5. Miscellaneous

5.1 Entire agreement

This deed supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties in respect of its subject matter.

5.2 Cumulative rights

The rights, powers, authorities, discretions and remedies arising out of or under this deed are cumulative and do not exclude any other right, power, authority, discretion or remedy of the parties.

5.3 Prohibition and enforceability

(a) Any provision of, or the application of any provision of, this deed which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
(b) Any provision of, or the application of any provision of, this deed which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

5.4 Further Assurances

5.5 Costs and Duty

Each party shall bear its own costs arising out of the negotiation, preparation and execution of this deed.

3446-3422-6479, v. 7

6. Governing law and jurisdiction

(a) This deed is governed by the laws of Western Australia.
(b) The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Western Australia.

3446-3422-6479, v. 7

Each person executing this deed on behalf of a party states that they have no notice of revocation or suspension of their authority.

Executed and delivered as a deed on [insert date]

Executed by ) Spartan Resources Limited ) ACN 139 522 900 pursuant to Section 127 of the ) Corporations Act 2001 (Cth): ) ____ _______________________________ Signature of Director Signature of Director/Secretary ______________________________ _______________________________ Name of Director (print) Name of Director/Secretary (print) Executed by ) Egerton Exploration Pty Ltd ) ACN 163 614 551 pursuant to Section 127 of the ) Corporations Act 2001_ (Cth): ) _________ ____ Signature of Director Signature of Director/Secretary _____ _____ Name of Director (print) Name of Director/Secretary (print)

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Schedule 9 – Confidentiality and Information Sharing Protocol Deed

See overleaf.

Share Purchase Agreement

Hamilton Locke

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Benz Mining Corp and Spartan Resources Limited

Confidential Information Sharing Protocol

1 Background

(a) Spartan Resources Ltd ( Spartan ) has the right to nominate one non-executive director ( Nominee Director ) to the board of Benz Mining Corp ( Benz ) for so long as the Spartan Group (as defined in paragraph 1(f)) holds, in aggregate, at least 10% of the total number of Benz CDIs (on a undiluted basis).
(b) Spartan has nominated a Nominee Director, Nicholas Jolly ( Nominee Director ).
(c) The board of directors of Benz ( Board ) has appointed the Nominee Director to the Board.
(d) All directors have legal duties to protect the confidentiality of information received (whether receiving in writing or orally) in their capacity as directors of Benz that is not publicly available ( Confidential Information ) under both the common law and by virtue of sections 182 and 183 of the Corporations Act 2001 (Cth) ( Corporations Act ).
(e) The control of Confidential Information that is materially price sensitive is critically important because:
(i) ( continuous disclosure ) Benz's ability to rely on the exceptions to its continuous disclosure obligations under the ASX Listing Rules depends on the relevant information remaining confidential and within its control; and
(ii) ( insider trading ) if the relevant information were disclosed to someone who Benz knows, or ought reasonably to know, would trade or procure someone else to trade in Benz's securities, Benz may be liable under Australian insider trading laws.
(f) However, the Board recognises that it may be appropriate, from time to time, to permit the Nominee Director to consult with, and disclose Confidential Information to, certain people within Spartan and its Related Bodies Corporate (as that term is defined in the Corporations Act) ( Spartan Group ) to enable Spartan to manage its investment in Benz ( Specified Persons ).
(g) To assist with the functioning of the Board, the directors have established this protocol to govern when and how Confidential Information received by the Nominee Director may be disclosed by the Nominee Director to Specified Persons.

2 Protocol

(a) This protocol was agreed by Benz and Spartan prior to Spartan obtaining a relevant interest in Benz. It may be amended from time to time by resolution of the Board and with the consent of Spartan (acting in good faith and which will not be unreasonably withheld).
(b) This protocol applies to the Nominee Director:
(i) The Nominee Director acknowledges that Confidential Information remains the property of Benz.
(ii) The Nominee Director must maintain, and provide to Benz on request, a list of Specified Persons for the purposes of this protocol.
(iii) The Nominee Director must not disclose Confidential Information to any Specified Person except as expressly permitted by this protocol.

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Confidential Information Sharing Protocol

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2.1 Disclosure of Confidential Information by the Nominee Director

(a) Subject to paragraphs 2.1(b), 2.1(c), 2.2(a) and 2.3(a), the Nominee Director may disclose the following Confidential Information to Specified Persons:
(i) information that he or she considers necessary to enable Spartan to manage its investment in Benz;
(ii) any Confidential Information that is required by any member of the Spartan Group to meet its statutory reporting obligations;
(iii) any Confidential Information that is required to be disclosed by a member of the Spartan Group by law, regulatory body, court or governmental or administrative authority or pursuant to the rules of a recognised stock exchange;
(iv) quarterly and annual financial statements distributed to the management of Benz, including budgets and cash flow forecasts;
(v) any proposed business development activities of Benz, including project developments and acquisitions;
(vi) information pertaining to Benz's capital and development strategy, including plans for equity and finance raisings (convertible and otherwise);
(vii) such financial information or other information as is necessary or reasonably required for the purposes of a member of the Spartan Group’s accounting or financial control requirements or in order to comply with its legal or tax obligations; and
(viii) any Confidential Information required in order for Spartan Group to comply with its legal, compliance and general reporting obligations.
(b) The Nominee Director must not disclose Confidential Information to a Specified Person if the receipt of Confidential Information by that Specified Person may result in Spartan disclosing part of all of that information in its statutory reports or to a relevant stock exchange before that information has been disclosed by Benz to the ASX.
(c) The Nominee Director may only disclose information to Specified Persons if, prior to the disclosure, Spartan directs the Specified Person:
(i) to maintain the confidentiality of such Confidential Information disclosed under clause 2.1(a); and
(ii) to not deal in Benz securities while in possession of any price sensitive Confidential Information.

2.2 Procedure where an actual conflict of interest

(a) If:
(i) the Nominee Director; or
(ii) the directors not associated with Spartan ( Independent Directors ),

consider that an actual conflict between:

(iii) the Nominee Director’s duties to Benz and their duties to Spartan or another member of Spartan Group; or
(iv) Benz's commercial interests and those of another member of the Spartan Group,

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Confidential Information Sharing Protocol

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may arise if the Nominee Director were to receive Confidential Information (or further Confidential Information) about a particular matter or to disclose such information to a Specified Person ( Restricted Confidential Information ), then:

(v) if paragraph 2.2(a)(i) applies, the Nominee Director must notify the Chairperson of the Board before or as soon as possible after receiving the Restricted Confidential Information and the Restricted Confidential Information will be withheld from the Nominee Director; or
(vi) if paragraph 2.2(a)(ii) applies, the Independent Directors may meet (in the absence of the conflicted Nominee Director) and may resolve to withhold the Restricted Confidential Information from the Nominee Director.

2.3 Procedure where potential conflict of interest

(a) If the Independent Directors, consider that there is a real and sensible possibility of a conflict arising between:
(i) the Nominee Director’s duties to Benz and their duties to a member of the Spartan Group; or
(ii) Benz's commercial interests and those of a member of the Spartan Group,

if the Nominee Director were to receive Confidential Information (or further Confidential Information) about a particular matter or to disclose such information to a Specified Person ( Potential Restricted Confidential Information ), then the Independent Directors will decide what to disclose to the Nominee Director and whether to require the Nominee Director to be absent from any Board or committee meeting that considers the Potential Restricted Confidential Information to avoid compromising confidentiality while allowing the Nominee Director to comply with their duties to Spartan to act for a proper purpose and in Spartan’s best interests, and to undertake appropriate and necessary enquiry in respect of Benz's business.

2.4 Procedure for withholding Restricted Confidential Information from a Nominee Director

(a) If Restricted Confidential Information is withheld from the Nominee Director:
(i) the Independent Directors will advise the Nominee Director that information has been withheld from them, the broad nature of the information (if possible, without disclosing specific, commercially sensitive or price sensitive information) and why it has been withheld;
(ii) the Independent Directors will advise the Nominee Director of the Board agenda items to which the information relates;
(iii) the Nominee Director will be excluded from any Board or committee meeting that considers the information; and
(iv) the Independent Directors will keep the Nominee Director informed, in general terms, of the progress and status of the matter from which they have been excluded (to the extent possible without disclosing specific, commercially sensitive or price sensitive information).
(b) If Restricted Confidential Information is withheld from a Nominee Director or a Nominee Director is required to be absent from part of a Board or committee meeting, the Nominee Director may request that Benz obtain an opinion from an independent senior legal counsel with expertise in directors’ duties, which such appointment shall be approved by

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Confidential Information Sharing Protocol

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the Nominee Director and Benz, as to whether it is legal and appropriate for Benz to exclude the Nominee Director in the particular circumstances. If the opinion is that it is not legal or appropriate for Benz to exclude the Nominee Director, Benz will make the withheld Restricted Confidential Information available to the Nominee Director and will not exclude the Nominee Director from any Board or committee meeting which considers the matter.
(c) Where Restricted Confidential Information that has been withheld from a Nominee Director becomes public or the Independent Directors determine that the conflict (or potential for conflict) in relation to that information has passed, the Independent Directors must brief the Nominee Director regarding the Restricted Confidential Information, the status of the matter being considered by the Board, and the particulars of any decisions by the Board or committee in respect of that matter.

2.5 Records

(a) Nothing in this protocol affects the right of access of the Nominee Director under section 198F of the Corporations Act.

Signed by Nicholas Jolly in the presence of:

Witness signature Signature

Print Name

Executed by Benz Mining Corp. (BC0924856)

in accordance with its constituent documents and the laws of its place of incorporation:

Signature of Director Signature of Director

Full name (print) Full name (print)

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Schedule 10 – Schedule of Benz Securities

Class of securities
Common Shares1	169,138,794
Options2	7,005,963
Unquoted Warrants3	1,400,000
Performance Share Units4	1,000,000

1 Comprising 106,874,426 Ordinary Shares and 62,264,368 CDIs as at 7 October 2024.

2 Comprising:

(a) 9,713 options exercisable at C$3.00 on or before 18 January 2025;

(b) 70,000 options exercisable at C$0.076 on or before 3 March 2025;

(d) 1,095,000 options exercisable at $0.21 on or before 1 June 2025;

(e) 131,250 options exercisable at C$0.265 on or before 31 August 2027;

(f) 600,000 options exercisable at C$0.41 on or before 3 July 2026;

(g) 1,500,000 options exercisable at C$0.35 on or before 18 December 2026; and (h) 1,500,000 options exercisable at C$0.45 on or before 18 December 2027.

3 1,400,000 unquoted warrants exercisable at C$0.63 on or before 21 December 2025. 4 Nil exercise price and vesting date of 18 December 2024.

Share Purchase Agreement

Hamilton Locke

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Signing Pages

Executed as an agreement on

Executed by Spartan Resources Limited (ACN 139 522 900) in accordance with section 127 of the Corporations Act 2001 (Cth) by:

“Simon Lawson” “David Coyne”

Signature of Director

Signature of Director/Company Secretary

Simon Lawson

David Coyne

Full name (print)

Executed by Benz Mining Corp.

(BC0924856) in accordance with its constituent documents and the laws of its place of incorporation:

“Evan Cranston”

“Mathew O’Hara”

Signature of Director

Evan Cranston

Mathew O’Hara

Full name (print)

Share Purchase Agreement

Hamilton Locke

Annexure A – Data Room Index

[REDACTED – Commercially Sensitive Information]

Share Purchase Agreement

Hamilton Locke

AI assistant

Benz Mining Corp. — M&A Activity 2024

47017_rns_2024-11-18_613ca0ff-4808-41d4-aca2-bff9cbd8e3f8.pdf

Share Purchase Agreement - Glenburgh & Mt Egerton Projects

Benz Mining Corp. ( Buyer )

Parties

Background

Operative provisions

1. Definitions and interpretation

1.1 Definitions

Accounting Standards means:

Corporations Act means the Corporations Act 2001 (Cth).

Lithium Rights Agreement means the [REDACTED – Commercially Sensitive Information] .

Second Milestone Consideration Condition means the first to occur of:

Security Interest means:

Tax Demand means:

1.2 Interpretation

1.3 CDIs and CDN

1.4 Payment details

[REDACTED – Commercially Sensitive Information]

2. Sale and purchase

2.1 Sale Shares

2.2 Associated rights

2.3 Title and risk

2.4 Foreign resident capital gains tax withholding payments

2.5 Board Representation

2.6 Concurrent Equity Raise

3. Conditions precedent

3.1 Conditions precedent to Completion

3.2 Duties in relation to Conditions

3.3 Satisfaction by waiver

3.4 Failure to satisfy Conditions prior to Sunset Date

4. Consideration

5. Termination prior to Completion

5.1

Grounds for Buyer to terminate

5.2 Grounds for Seller to terminate

5.3 Notice of material changes

6. Conduct prior to Completion

6.1

Conduct of Projects

6.2

Franco Nevada Royalty Deed

6.3 Seller restrictive covenants

6.4 Seller permitted acts

6.5 Buyer restricted covenants

6.6 Buyer permitted acts

6.7 Notice to Seller

6.8 Deeds of release

7. Completion

7.1

Time and place for Completion

7.2 Seller’s obligations at Completion

7.3 Buyer’s obligations at Completion

7.4 Consideration Shares

7.5 Conditions of Completion

7.6 Right to waive

8. Contingent Consideration

8.1 Milestone Consideration

8.2 Provision of information relating to Mineral Resources

9. After Completion

9.1 Lodging documents

9.2 Water Licence

9.3 Restrictions on Seller

9.4 Access to Records by Seller

9.5 Orderly Sale Restriction

9.6 Deferred Cash Consideration

9.7 Equity Participation Right

9.8 Buyer Covenants

10. Tenement Maintenance

10.1 Application of clause

10.2 Mining Operations

10.3 Maintenance of Tenements in good standing

10.4 Relinquishment of Tenements

10.5 Assignment of Tenements

10.6 Caveat

11. Tax matters

11.1 Post Completion Date returns

11.2 Straddle returns

11.3

Benz Mining Corp. M&A Activity 2024