Level 32 St. Martins Tower 44 St George's Terrace Perth WA 6000 Australia PO Box Z5470 Perth WA 6831 DX 130 Perth Tel +61 8 6467 6000 Fax +61 8 6467 6001 www.dlaphilfipsfox.com

Our ref: RCH:0444017

2 May 2008

The Directors Focus Minerals Limited Level 3 105 St Georges Terrace PERTH WA 6000 By fax: 9215 7889

Dear Sir

Focus Minerals Limited (FML) - Notice of initial substantial holder for Committee Bay Resources Inc. and its controlled entities

In accordance with section 671B of the Corporations Act on behalf of Committee Bay Resources Inc. and its controlled entities we enclose a notice of initial substantial holder in respect of relevant interests acquired in Focus Minerals Limited.

Yours faithfully

A.A. Phillips For

DLA Phillips Fox Phone: +61 8 6467 6000 Fax: +61 8 6467 6001

[email protected]

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No. 2337

DLA Phillips Fox is a member of DIA Piper Group, an atiance of

Please notify us if this communication has been sent to you by mistake. If it has been, any client legal privilege is not waived or lost and you are not entitled to use it in any way.

117085085 \ 0444017 \ RCH05

Page 1 of

independent legal practices. It is a
separate and distinct legal emby DILA Phillips Fax cofices are located Contemporary Controls are todays
in Adelaide Audiand Brisbane
Cariberia Melbourne Penth Sydney
and Wallington.

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder
--------------------------------------	--	--	--	--	--

	$\sim$ To: Company name/ Scheme	Focus Minerals Ltd
$\sim$	ACN/ARSN	005 470 799
$\sim$ 4	Details of substantial holder (1)
	$\stackrel{\circ}{=}$ Name	Committee Bay Resources Inc. and each of its controlled bodies corporate named in section 8 'Associates' below (Matador Group)
	ACN/ARSN (if applicable)
	The holder became a substantial holder on	30 April 2008

2. Details of voting power

$\sim$

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4) --------------------------------------	Number of securities	Persons' votes (5)	Voting power (6)
Ordinary fully paid shares	140.000.000 ___	140,000,000 ___	1.24%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

	Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
	Matador Mining Pty Ltd	Registered and beneficial holder of shares issue to it under the share sale agreement dated 6 March 2008 which is attached as Annexure A	140,000,000 ordinary fully paid shares
	Committee Bay Resources Inc.	Holds greater than 20% voting power in Matador Mining Pty Ltd	140,000,000 ordinary fully paid shares
	Matador Exploration Inc.	Holds greater than 20% voting power in Matador Mining Pty Ltd	140,000,000 ordinary fully paid shares
	791837 Alberta Ltd	Holds greater than 20% voting power in Matador Mining Pty Ltd	140,000,000 ordinary fully paid shares
ご $\frac{1}{2}$ 57	Toro Drilling Services Pty Ltd	Holds greater than 20% voting power in Matador Mining Pty Ltd by virtue of its with Committee association Bay Resources Inc.	140,000,000 ordinary fully paid shares
↽ $\infty$ $\overline{\phantom{a}}$ $\sim$ $+$	Toro Mining Pty Ltd	Holds greater than 20% voting power in Matador Mining Pty Ltd by virtue of its association with Committee Bav Resources Inc.	140,000,000 ordinary fully paid shares

Details of present registered holders 4.

$\approx$ The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder $(8)$	Class and number of securities
⊄ Matador Group	Matador Mining Pty Ltd	Matador Mining Pty Ltd	140,000,000 ordinary fully paid shares

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ß. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acoussition		Consideration (9)	Class and mamber of securities
		Cash	Non-cash
Matador Group	30 April 2008	Nil	$100%$ of the $\vert$ issued share capital o Redemotion Management Pty Ltd	140,000,000 ordinary fully paid shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARBN (# applicable)	Nature of association
Matador Mining Psy Ltd (ACN 083 409 410)	Controlled by Correnttee Bay Resources Inc.
791837 Alberta Ltd	Controlled by Committee Bay Resources Inc.
Matador Exploration Inc.	Controlled by Committee Bay Resources Inc.
Toro Driffing Services Pty Ltd (ACN 113 477 204)	Controlled by Committee Bay Resources Inc.
Toro Mining Pty Ltd (ACN 079 423 886)	Controlled by Committee Bay Resources Inc.
Committee Bay Resources Inc.	Controller of Matador Mining Pty Ltd, 791837 Alberta Ltd, Matador Exploration Inc., Toro Drilling Services Pty Ltd and Toro Mining Ply Ltd

7. Addresses

The addresses of the person named in this form are as follows:

Name.	Address
Matador Mining Pty Ltd	39b Kensington St East Perth
791837 Alberta Ltd	CI-220-9797 45" Ave. Edmonton, Alberta Canada T6E 5V8
Matador Exploration Inc.	CI-220-9797 45 ^th Ave. Edmonton, Alberta Canada T6E 5V8
Toro Driffing Services Pty Ltd	39b Kensington St East Perth
Toro Mining Pty Ltd	39b Kensington St East Perth
Committee Bay Resources Inc.	220-9797 45 ^th Ave. Edmonton, Alberta Canada T6E 5V8

Signature

print name JAMES SAUNDER capacity PIRECTOR James Jam $_{\text{date}}$ $\overline{1}$ $512008$ sign here

DIRECTIONS

If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related $(1)$ corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
$(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
$(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
The voling shares of a company constitute one class unless divided into separate classes. $(4)$
The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the $(5)$ person or an associate has a relevant interest in.
$(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
$\sigma$ Include details of.
$(a)$ any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) epplies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving

full and accurate details of any contract, scheme or arrangements, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting $(b)$ powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

If the substantial holder is unable to determine the identity of the person (eg if the relevant interest anses because of an option) $(8)$ write "unknown".
Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest $(9)$ was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit No. 2337 is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

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$\overline{1}$

This is annexure 'A' of 65 pages, referred to in Form 603- Notice of initial substantial holder and is a true copy of the relevant agreement

nders Signed: as.

JAMES SAUNDERS Print name:

Date: 1 May 2008

FOCUS MINERALS LTD ABN 56 005 470 799 (Purchaser)

and

MATADOR MINING PTY LTD ABN 75 083 409 410 (Vendor)

and

THE PARTY SET OUT IN SCHEDULE 1 (Covenantor)

SHARE SALE AGREEMENT

STEINEPREIS PAGANIN

	CONTENTS . .
1.	DEFINITIONS AND INTERPRETATION
	1.1 Definitions 1.2 Interpretation
2.	CONDITIONS PRECEDENT
	Conditions 21 22 Benefit of Conditions 2.3 Best Endectvours 2.4 Satisfaction or Waiver
3.	TRANSACTION
	3.1 Agreement to buy and sell Vendor Share 3.2 Consideration
4.	JOINT VENTURE AGREEMENTS
5.	EXCLUSIVITY AGREEMENT
6.	SETTLEMENT
	Time and Location of Settlement 6.1 62 Vendor's obligations at Settlement 6.3 Purchaser's obligations at Settlement 64 Repayment of the Vendor's Loan 65 Conditions of Settlement 6.6 Confidential information and Mining Information 67 Milling Escrow of Consideration Shares 6.8 69 TOXOTION www.marmanum.marmanum.marmanum.marmanum.marmanum12
7.	COVENANTS BY THE VENDOR AND THE COVENANTOR
	Covenants about the Company 7.3 7.2 Event affecting value of Vendor Share
8.	REPRESENTATIONS AND WARRANTIES BY THE VENDOR AND THE COVENANTOR 14
	Representations and Warranties 8.1 8.2 Repetition on Settlement Date 8.3 Limitation on Warranties 8.4 Sale of UDS Assets
9.	GENERAL REPRESENTATIONS AND WARRANTIES BY ALL PARTIES 14
10.	INDEMNITIES
11.	CONFIDENTIALITY
	Terms to remain confidential 11.1 Disclosure of Information 11.2 11.3 Obligations continuing 11A ASX Listing 11.5 TSX Listing
12.	DEFAULT
13.	NOTICES www.martine.com/communications/communications/communications/communications/
	$13.1^{\circ}$ Requirements for Notice

No. 2337 P. 68

	13.2 13.3 13.4	Address of Parties Change of Address Receipt of Notice
14.		GST LIABILITY
15.		NON-ASSIGNMENT
16.		FURTHER ASSURANCE
17.		GOVERNING LAW
18.		VARIATION
19.		COSTS
	19.1 19.2	Stornp Duty Legal Costs
20.		MISCELLANEOUS
	20.1 20.2 20.3 20.4	Enforcement of Provisions Sole Understanding Counterparts Time
		SCHEDULE 1
		SCHEDULE 2
		SCHEDULE 3
		SCHEDULE 4 $\sim$
		SCHEDULE 5
		$\sim$ 10 $\pm$ Contract Contract SCHEDULE 6
		ANNEXURE A

P. 69 No. 2337 THIS AGREEMENT is made the

day of

March

2008

BETWEEN

FOCUS MINERALS LTD [ABN 56 005 470 799] of Level 3, 105 St Georges Terrace, Perth, Western Australia (Porchaser);

AND

MAXADOR MINING PTY ITD (ABN 75 083 409 410) of 41 Brookman Street, Kalgoorlie, Western Australia (Vendor):

AND

THE PARTY SET OUT IN SCHEDULE 1 (Covenanior).

RECITALS

A. The Vendor's the legal and beneficial owner of the Vendor Share.

В. The Vendor has agreed to self-and the Purchaser has agreed to purchase the Vendor Share pursuant to the terms of this Agreement.

IT IS AGREED as follows:

1, DEFIMITIONS AND INTERPRETATION
-1.1 Definitions

In this Agreement:

Agreement means the agreement constituted by this document and includes the recitals.

Assets means the current and non-current assets of the Company as at the Execution Date including, without limitation:

${col}$ the Exploration JV Interest:
$(b)$ the P&E JV Interest;
$\lceil$ cj a 50% interest in the Mining information:
${d}$ a 50% interest in any other asset owned by the Balloration Joint Venture or the Plant and Equipment Joint Venture not otherwise included in (a)-(c) above; and
{e} · α 50% shareholding in UDS.

Associate means a body corporate which has one or more directors who are also directors of the Vendor or any of its Related Bodies Corporate.

ASX means ASX Limited (ACN 006 624 691) or the Australian Securities Exchange [as the context requires].

ASX listing Rules means the Isting rules of ASX as amended from time to time.

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Authorisation means any permit, approval, authorisation, consent, exemption, filing, licence, notarisation, registration or waiver however described and any renewal or variation to any of them.

Business means the business of the Company as at the Execution Date, being the business of:

being a participant in the Exploration Joint Venture and the Plant and $\langle 0 \rangle$ Equipment Joint Venture;
managing the Exploration Joint Venture in accordance with the $(b)$ Exploration Joint Venture Agreement, as varied by the Exclusivity Agreement; and
being a shareholder in and managing the business of UDS. $\langle c \rangle$

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

Cash Consideration means \$19,000,000 cash less the amount of the Vendor's Loan as at Settlement.

Claim means in relation to any person, a claim, action or proceeding, judgment. damage, loss, cost, expense or liability incurred by or to or made or recovered by or against the person, however arising and whether present, unascertained, immediate, future or confingent.

Company means Redemption Management Pty Ltd (ABN 95 115 821 255).

Conditions means the conditions precedent set out in Clause 2.1.

Confidential Information means any trade secrets, lists of information pertaining to clients of the Company or suppliers, specifications, drawings, inventions, ideas, records, reports, software, patents, designs, copyright material, secret processes or other information, whether in writing or otherwise, relating to the Company or any of its Subsidiaries.

Consideration means the Cash Consideration, the Convertible Notes and the Share Consideration, payable in accordance with clause 3.2.

Convertible Notes means a \$2,000,000 convertible note issued by the Purchaser on the ferms and conditions set out in Schedule 6.

Corporations Act means the Australian Corporations Act 2001 (Cth).

Encumbrance means any encumbrance, mortgage, piedge, charge, lien, assignment, hypothecation, security interest, title retention, preferential right or trust arrangement and any other security or agreement of any kind given at created and including any possessory lien in the ordinary course of business whether arising by operation of law or by contract but does not include the Permitted Encumbrances.

End Date means 5pm (WST) on 24 April 2008

Event of Insolvency means:

a receiver, manager, receiver and manager, trustee, administrator, $\langle$ a controller or similar officer is appointed in respect of a person or any asset of a person;

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a liquidator or provisional liquidator is appointed in respect of the $(b)$ corporation:
$\langle c \rangle$ any application (not being an application withdrawn or dismissed within 7 days) is made to a court for an order, or an order is made, or a meeting is convened, or a resolution is passed, for the purposes of:
$\langle 0 \rangle$ appointing a person referred to in paragraphs (a) or (b);
$(ii)$ winding up a corporation; or
(ii) proposing or implementing a scheme of arrangement under the Corporations Act in respect of a corporation;
any event or conduct occurs which would enable a court to grant a $(d)$ petition, or an order is made, for the bankruptcy of an individual or his. estate under any Insolvency Provision;
a moratorium of any debts of a person, or an official assignment, or a $\circ$ composition, or an arrangement (formal or informal) with a person's creditions, or any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of that person's creditors or a trustee, is ordered, declared, or agreed to, or is applied for and the application is not withdrawn or dismissed within 7 days:
a person becomes, or admits in writing that it is, is declared to be, or is $\circ$ deemed under any applicable law to be, insolvent or unable to pay its debts; or
any writ of execution, gamishee order, mareva injunction or similar $\langle$ g) order, attachment, distress or other process is made, levied or issued against or in relation to any asset of a person.

Execution Date means the date on which the last of the Parties executes this Agreement.

Exclusivity Agreement means the agreement between the Purchaser, the Vendor and the Company entitled "Exclusivity Agreement" dated I February 2008 a copy of which is annexed to this Agreement as Annexure A.

Exploration Joint Venture means the joint venture established pursuant to the Exploration Joint Venture Agreement and known as the Redemption Exploration Joint Venture".

Exploration Joint Venture Agreement means the agreement between the Company, the Vendor, the Purchaser and Austminex Pty Ltd (ABN 55 097 070 418) entitled "Exploration Joint Venture Agreement" undated but stamped on 15 January 2007

Exploration JV interest means 100% of Redemption's interest in the Exploration Joint Venture (being a 50% participating interest) including a 50% interest in all properly, whether real or personal, which is owned, leased, held, developed, constructed, produced or acquired for the purposes of the Exploration Joint Venture by ar on behalf of the Exploration Joint Venture participants including:

$(a)$ the Tenements;

F:\1657\1667-1\Share Sole Agreement - Redemption FMALdad

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$(b)$ intellectual and industrial property developed by or on behalf of the Exploration Joint Venture participants which is used or to be used in connection with the Project;
oll rights exercisable by the Exploration Joint Venture, or individual $\left( c \right)$ Exploration Joint Venture participants on behalf of the Exploration Joint Venfure; and
$(d)$ the right, title and interest of the Exploration Joint Venture participants in the Product until it is delivered to or taken in kind by an Exploration Joint Venture participant in accordance with the terms of the Exploration Joint Venture Agreement.

Governmental Authority means a government or government department, a governmental or semi-governmental or tudicial person (whether autonomous or not) charged with the administration of any applicable law.

Ground Water Licences means:

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DLA PHILLPS FOX +61 8 6467 600

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the ground water licences granted pursuant to the Rights in Water and $(a)$ Imigation Act 1914 (WA) set out in Schedule 4; and
$(b)$ any ground water licence created in substitution for those described in paragraph (a) above, or affecting any addition, amendment, extension or variation to those ground water licences.

insolvency Provision means any law relating to insolvency, sequestration, Ikquidation or bankruptcy (including any law relating to the avoidance of conveyances in fraud of creditors or of preferences, and any law under which a liquidator or trustee in bankruptcy may satisfy or avoid transactions), and any provision of any agreement, arrangement or scheme, formal or informal, relating to the administration of any of the assets of any person.

Mill means the mill known as the Three Mille Hill processing plant which forms part of the Piant and Equipment.

Minerals has the same meaning as given to the term "minerals" in the Mining Act and includes all ores an concentrates produced from those Minerals.

Mining Act means the Mining Act 1978 of the State of Western Australia or any amendment or statutory replacement of that Act.

Mining Information means and includes:

all surveys, maps, plans, geophysical plots (including magnetics and EM) $\omega$ and diagrams of the Tenements;
$(b)$ all jewel samples and ores, drilling locations and logs from drilling conducted on the land the subject of the Tenements;
all assays, reports, microprobe data, sample and visible grain count $\mathcal{L}$ listings, geological, geochemical and petrographic samples and reports of or with respect to ores extracted from or located upon the land the subject of the Tenements; and
$\langle d \rangle$ all papers, notes, advices and reports extracted or compiled from or based upon the documents and items referred to above and all other data, specification records (in whatever form), reports, accounts and

EN1667N1467-WShare Sale Agreement - Redemption FRIAL doc

other documents or things and knowledge (whether reduced to writing or not) relating to the Tenements.

Miscellaneous Licences means the licences set out in Schedule 5.

Officer, in relation to a corporation, has the same meaning given to that term in Section 9 of the Corporations Act.

Ore means material mined by or on behalf the Vendor or its Related Bodies Corporate and suitable for processing through the Mil.

P&E JV Interest means all of Redemption's interest in the Plant and Equipment Joint Venture (being a 50% participating interest) including a 50% interest in all property, whether real or personal, which is owned, leased, held, developed, constructed, produced or acquired for the purposes of the Plant and Equipment Joint Venture by or on behalf of the Plant and Equipment participants including:

$(a)$ the Plant and Equipment:
$\bf{0}$ the Ground Water Licences:
the Miscellaneous Licences: $\left( c \right)$
intellectual and industrial property developed by or on behalf of the $(d)$ Plant and Equipment Joint Venture participants which is used or to be used in connection with the Plant and Equipment; and
all rights exercisable by the Plant and Equipment Joint Venture, or $\Theta$ individual Piant and Equipment participants on behalf of the Plant and Equipment Joint Venture.

Party means a party to this Agreement.

Permitted Encumbrances means all third party rights, title, interests and obligations which apply to both:

the Vendor's 50% interest in the property of the Plant and Equipment $(a)$ Joint Venture and in the property of the Exploration Joint Venture; and
the Purchaser's 50% interest in the property of the Plant and Equipment $\circled{b}$ Joint Venture and in the property of the Exploration Joint Venture.

Plant and Equipment means all plant or equipment acquired by or on behalf of the Plant and Equipment Joint Venture participants for use in the Plant and Equipment Joint Venture Project.

Plant and Equipment Joint Venture means the joint venture established pursuant to the Plant and Equipment Joint Venture Agreement and known as the "Redemption Plant and Equipment Joint Venture".

Plant and Equipment Joint Venture Agreement means the agreement between the Company, the Purchaser and the Vendor entitled "Plant and Equipment Joint Venture Agreement" undated but stamped on 15 January 2007.

Product means all Minerals recovered from ore extracted and processed as a result of the Project.

Project has the same meaning as in the Exploration Joint Venture Agreement.

FA 1667A 1667-14 Shore Sale Agreement - Redemption RNAL.doc

Purchaser's Loan means a proposed foan from the Purchaser to the Company on Settlement in order to fund the repayment of the Vendor's Loan on terms no less favourable to the Company than the Vendor's Loan.

Purchaser Share means a fully paid ordinary share in the capital of the Purchaser.

Related Body Corporate has the same meaning as in the Corporations Act.

Revenue Authority means any Federal, State, Territory or local government authority or instrumentality in respect of Tax.

Settlement means the settlement of the sale and purchase of the Vendor Share in accordance with the terms of this Agreement, whether on the Settlement Date or otherwise.

Settlement Date means that date which is 10 Business Days after the satisfaction or waiver of the last of the Conditions (or such other date as is agreed between the Parties).

Share Consideration means 140,000,000 Purchaser Shares.

Statutes means all legislation of any country, state or territory enforced at any time, and any rule, regulation, ordinance, by law, statutory instrument, order or notice at any time made under that legislation.

Tax means any tax, levy, charge, impost, duty, fee, deduction, compulsory loan, withholding, stamp, fransaction, registration, duty or similar charge which is assessed, levied, imposed or collected by any government agency and includes, but is not limited to, any Interest, fine, penalty, charge, fee or any other accounting imposed on, or in respect of, any of the above.

Tax Act means the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997.

Tenements means:

the tenements and tenement applications set out in Schedule 3: $\langle \alpha \rangle$
any other mining tenement or tenements which may be granted in lieu $\langle \mathbf{b} \rangle$ of or relate to the same ground as, the tenements specified in paragraph (a);
includes all rights to mine and other privileges appurtenant to the $\mathbf{(c)}$ tenements referred to in paragraphs (a) and (b); and
any other tenement/s applied for by the Purchaser or the Vendor on $\mathbf d$ behalf of the Exploration Joint Venture or the Plant and Equipment Joint Venture not otherwise listed in Schedule 3.

TSX means TSX Venture Exchange operated by the TSX Group Inc.

UDS means Underground Drilling & Services Pty Ltd (ACN 115 951 883).

Vendor's Loan means the non-interest beating loan from the Vendor to the Company which is approximately \$16,422,300.40 as at the date of this Agreement.

FA 1667A 1667-13 Shane Safe Agreement - Redemation FINAL doct

Vendor Share means I fully paid ordinary share in the capital of the Company which is beneficially and legally owned by the Vendor being 100% of the issued share capital of the Company.

$1.2$ interpretation

In this Agreement unless the context otherwise requires:

headings are for convenience only and do not affect its interpretation; $(a)$
an obligation or liability assumed by, or a right conferred on, 2 or more $(b)$ Parties binds or benefits all of them jointly and each of them severally:
the expression person includes an individual, the estate of an individual, $\langle c \rangle$ a corporation, an outhority, an association or joint venture (whether incorporated or unincorporated), a partnership and a trust;
a reference to any party includes that party's executors, administrators, $(d)$ successors and permitted assigns, including any person taking by way of novation;
a reference to any document (including this Agreement) is to that $(e)$ document as varied, novated, ratified or replaced from time to time;
a reference to any statute or to any statutory provision includes any $\Phi$ statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;
words importing the singular include the plural (and vice versa) and $\omega$ words indicating a gender include every other gender;
reference to parties, clauses, schedules, exhibits or annexures are $\phi$ references to parties, clauses, schedules, exhibits and annexures to or of this Agreement and a reference to this Agreement includes any schedule, exhibit or annexure to this Agreement:
where a word or phrose is given a defined meaning, any other part of $\mathbf{r}$ speech or grammatical form of that word or phrase has a corresponding meaning; and
a reference to \$ or dailar is to Australian currency. $\Phi$

CONDITIONS PRECEDENT $\mathbf{2}$

$21$ Conditions

Clauses 3 and 4 of this Agreement are subject to and conditional upon:

the Purchaser securing funds (by way of either debt or equity) in the $(a)$ amount of not less than \$36,600,000;
the Purchaser obtaining all necessary shareholder approvals in relation $(b)$ to the transactions contemplated by this Agreement in accordance with the ASX Listing Rules and the Corporations Act; and
the Vendor and/or the Covenantor obtaining all necessary shareholder $\langle c \rangle$ and regulatory approvals in relation to the transactions contemplated by this Agreement.

EN 1447N 1667-1 VShane Sale Agreement - Reciss prifon FINAL abra

Benefit of Conditions $2.2$

The Conditions are inserted in this Agreement for the benefit of all of the Parties and the Parties may, by mutual written agreement on or before the End Date, waive any of the Conditions or grant an extension of time for satisfaction of any of the Conditions.

$23$ Best Endeavours

Each Party must use their best endeavours and co-operate with the other Parties to procure the satisfaction of the Conditions in a timely manner.

$24$ Satisfaction or Waiver

If the Canditions are not satisfied or waived by the Parties in accordance with the provisions of this Agreement on or before the End Date or such other date as agreed between the Parties, this Agreement shall be deemed to be at an end and of no force or effect with no Party being subject to any of the obligations contained in this Agreement and with no Party claiming any rights at law or in equity against any other Party save for the performance of those covenants and agreements (if any) which should have already been performed and all damages for breach of the same.

TRANSACTION $3.$

Agreement to buy and sell Vendor Share $3.1$

The Vendor, as legal and beneficial owner of the Vendor Share, agrees to sell free from Encumbrances and the Purchaser agrees to purchase the Vendor Share for the Consideration and on the further terms and conditions set out in this Acreement,

$3.2$ Consideration

The Consideration will be satisfied in full by:

the payment of the Cash Consideration at Settlement in accordance $\alpha$ with clause $6.3(a)$ ;
the Issue of the Convertible Notes at Settlement in accordance with $\mathbf{b}$ dause 6.3(b); and
the allotment and issue of the Share Consideration at Settlement in $\left( c\right)$ accordance with clause 6.3(c).

JOINT VENTURE AGREEMENTS $\overline{\mathbf{A}}$

Subject to clause 5, the Parties covenant and agree that:

up to and including Settlement the terms and conditions of the $\omega$ Exploration Joint Venture and the Plant and Equipment Joint Venture are to remain in full force and effect except trisofar as they have been varied by the Exclusivity Agreement;
following Settlement the Exploration Joint Venture and the Plant and $\langle \mathbf{b} \rangle$ Equipment Joint Venture will terminate; and
if there is any inconsistency between the terms of this Agreement and: $\left( c \right)$

RN 1667 \1667-11\Shops Sole Agreement - Recemption RNAL.coc

the Exploration Joint Venture Agreement; or $\omega$
the Plant and Equipment Joint Venture Agreement, $(i)$

this Agreement will preval to the extent of the inconsistency.

EXCLUSIVITY AGREEMENT 5.

The Parties covenant and agree that:
the terms and conditions of the Exclusivity Agreement remain in full force $\circ$ and effect, and
if there is any inconsistency between the terms of this Agreement and $(b)$ the Exclusivity Agreement this Agreement will prevail to the extent of the inconsistency.

6. SETTLEMENT

Time and Location of Seiflement 6.1

Settlement shall take place on the Settlement Date at the offices of the Purchaser in Perth or at such other offices as the Parties may otherwise agree and at such time as shall be agreed by the Parties.

Vendor's obligations at Settlement $6,2$

At Settlement, the Vendor must confer on the Purchaser title to the Vendor Share and place the Purchaser in effective passession and control of the Company. To this end, at or prior to Settlement:

the Vendor covenants to, if required by the Purchaser, deliver or cause $(a)$ to be delivered to the Purchaser in a form and substance satisfactory to the Purchaser:
a share certificate in respect of the Vendor Share; (i)
a separate instrument of transfer in registrable form for the $(\mathbb{I})$ Vendor Share in favour of the Purchaser (as transferee) which have been duly executed by the Vendor (as transferor);
the common seal (and any duplicate common seal, share seal $(n)$ or official seal) of the Company;
all available copies of the constitution of the Company; $\left(\mathbf{N}\right)$
the minute books and other records of meetings or resolutions of $\mathbf{v}$ members and directors of the Company;
all realsters of the Company (including the register of members, $(v)$ register of options, register of directors, register of charges) in proper order and condition and fully entered up to the Settlement Date:
all cheque books, financial and accounting books and records, $(v_i)$ coples of tax returns and assessments, mortgages, leases, agreements, insurance policies, title documents, licences,

FINICO/NICO/7-1NShare Sale Agreement - Redemption FINAL doc

$\cdot$ 9

indicia of title, contracts, certificates and all offier records, papers, books and documents of the Company;

a duly completed authority for the alteration of the signatories $(MI)$ of each bank account of the Company in the manner required by the Purchaser by written notice before the Settlement Date: and
all current Authorisations and other documents issued to the $(x)$ Company under any legislation or ordinance relating to its Business activities; and
procure that directors' meetings of the Company are held to attend to $\circ$ the following matters (as applicable):
the approval of the registration (subject to payment of stamp $\Omega$ duty, if any) of the transfers of the Vendor Share and the issue of a new share certificate for the Vendor Share in the name of the Purchaser:
if required by the Purchaser, the appointment as additional $(1)$ directors and secretaries of the Company of those persons nominated by the Purchaser by written notice before the Settlement Date:
if required by the Purchaser, the retirement, by written notice, of $(10)$ the Vendor's representatives as secretary and directors of the Company with effect from the end of that meeting acknowledging that each of them has no Claim of any kind whatsoever against the Company by way of compensation or entitlement for loss of office including (without firnitation) in respect of his or her legal entitlements to accrued long service leave and annual pay (if any);
if required by the Purchaser, the revocation of all existing $(V)$ cuthorities to operate bank accounts; and
the transaction of any other reasonable business of which the $\omega$ Purchaser may give notice before the Settlement Date.

Purchaser's obligations at Settlement $6.3$

At Settlement, the Purchaser must:

deliver to the Vendor or its nominee a bank cheque in the amount of $\alpha$ the Cash Consideration or pay that amount by such other means as the Vendor notifies the Purchaser in writing:
allot and issue the Convertible Notes to the Vendor and deliver to the $(b)$ Vendor a holding statement for the Convertible Notes and such other evidence reasonably required by the Vendor recording that the Convertible Notes have been issued and allotted to the Vendor; and
allot and issue the Share Consideration to the Vendor and deliver to the $\left( c\right)$ Vendor a holding statement for those shares and such other evidence reasonably required by the Vendor recording that the Share Consideration has been issued and allotted to the Vendor.

F.\1667\1667-1\Shore Sole Agreement - Redemption ANAL.doc

$\cong$

Repayment of the Vendor's Loan 64

At Settlement, the Vendor must deliver to the Purchaser minutes of a $\langle 0 \rangle$ meeting of a duly convened meeting of the directors of the Company. at which each of the following was resolved:
$\bf{0}$ the Company repay the Vendor's Loan; and
$(1)$ the Company accept the offer from the Purchaser of the Purchaser's Loan.
$(b)$ The Vendor must:
$(1)$ accept repoyment of the Vendor's Loan by the Company at Settlement in accordance with this document; and
GD advise the Purchaser in writing no later than one day prior to Settlement of the precise amount of the Vendor's Loan as at Settlement.
The Purchaser must assist in the repayment of the Vendor' Loan by the $\circ$ Company by making the offer of the Purchaser's Loan to the Company and making the Purchaser's Loan at Settlement after that offer is accepted by the Company.
The Purchaser and the Vendor must procure that the Company uses the $(d)$ Purchaser's Loan to repay the Vendor's Loan at Settlement. In making the Purchaser's Loan to the Company, the Company may direct that the Purchaser pays the amount of the Purchaser's Loan to the Vendor direct, which payment will be taken to effect a full and final repayment of the Vendor's Loan by the Company.

Conditions of Settlement $6.5$

8 6467

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Settlement is conditional on both the Purchaser and the Vendor $\omega$ complying with all of their obligations under this clause 6.
$\langle \mathbf{b} \rangle$ If either the Vendor or the Purchaser fail to fully comply with their obligations under this clause 6 and the Parties do not complete this Acreement then:
each Parly must return to the other all documents delivered to it $\bigcirc$ under this clause 6.
each Party must repay to the other all payments received by it $\langle \mathbf{0} \rangle$ under this clause 6; and
each Party must do everything reasonably required by the other (iiI) Party to reverse any action taken under this clause 6,

without prejudice to any other rights any Party may have in respect of that failure.

6.6 Confidential Information and Mining Information

The Purchaser agrees that, following Settlement, the Vendor has the right to retain and utilise copies of all Confidential Information and Mining Information.

FA 1667A 1667-1AShare Sale Agreement - Redemation FINAL doct

6.7

From Settlement: $(a)$

$\omega$

the Purchaser will grant the Vendor, its Related Bodies Corporate and Associates, priority in preference to all third parties, in the use of milling services at the Mill provided that the Vendor and/or its Related Bodies Corporate and/or its Associates supplies the Purchaser with a minimum of 200,000 tonnes of Ore per annum (Milling Services):
the Purchaser will provide the Milling Services at a discount of MD 15% to prevailing market prices for the provision of such services for a period of 2 years from the date of provision of the first Milling Services; and
the Purchaser may not sell, assign, transfer, encumber or (ii) otherwise deal with the Mill (or any interest it has in a mining tenement on which the MIII is located), unless the Purchaser first procures that the relevant purchaser, assignee, mortgagee or other interested party executes a deed of covenant, in a form acceptable to the Vendor, acting reasonably, pursuant to which that party agrees to be bound by this clause 6.7 as if named herein as the Purchaser.
Any purported sale, assignment, transfer, encumbrance or other dealing $\langle \mathbf{b} \rangle$ with the Mill (or any interest the Purchaser has in a mining tenement on which the Mill is located), is not effective and is void ab initio unless and until a deed as required by clause 6.7(a)(iii), duly executed by the parties thereto, is delivered to the Vendor.
Following Settlement, the Purchaser and the Vendor will negotiate in $\left( \mathbf{c} \right)$ . good faith with a view to entering into a more detailed agreement containing the terms set out in clause 6.7(a) and which otherwise contains terms and conditions usually found in agreements of a like nature.

$6.8$ Escrow of Consideration Shares

Subject to clause 6.8(b), the Vendor acknowledges and agrees that the $\overline{a}$ Consideration Shares to be issued to the Vendor will be issued subject to any escrow provisions imposed by ASX. To the extent that ASX does not impose escrow restrictions on the Vendor in respect of the Consideration Shares of at least 12 months from the date of quatation of the Consideration Shares on ASX, the Vendor must, if required by the Purchaser at Settlement, agree to the voluntary escrow of the Consideration Shares for 12 months from the date of quotation of the Consideration Strares on ASX (Voluntary Escrow Period).
If at any time prior to the explry of any Voluntary Escrow Period, ar $\mathbf{D}$ takeover bid or merger by way of scheme of arrangement is made or announced in respect of the Purchaser, the Voluntary Escrow Period will be renegotiated at that time by the relevant parties acting reasonably.

Taxation 6.9

Subject to Settlement, the Purchaser covenants and agrees to prepare and submit, at its costs, all necessary information, declarations, certificates, notices,

$\infty$

returns and any other required lodgements in respect of Taxes required to be submitted by the Company to ail relevant Revenue Authorities in respect of Tax for the financial years ending 30 June 2006 and 30 June 2007 which as at the Execution Date have not been submitted.

COVENANTS BY THE VENDOR AND THE COVENANTOR $\mathbf{Z}$

$7.1$ Covenants about the Company

The Vendor and the Covenantor jointly and severally covenant with the Purchaser that during the period commencing on the Execution Date and expiring on the Settlement Date, the Company will not, except as contemplated by this Agreement, without the prior written consent of the Purchaser:

enter Into, terminate or alter any term of any material contract or $(a)$ commitment:
incur any material lability; $(b)$
acquire any material asset or authorise any material capital $(c)$ expenditure;
dispose of, agree to dispose of, assign, agree to assign, encumber or $\langle d \rangle$ grant any option over any of its assets or any interest in any of them;
hire or terminate the employment of or pay or agree to pay any bonus $(e)$ or allowance to any employee or alter the terms of employment (including the terms of superannuation or any other benefit) of any employee.
grant any option to subscribe for any security in the Company or allot or $(f)$ issue or agree to allot or issue any security, share or loan capital or any security convertible into any share or loan capital in the Company;
$\cdot$ resolve to reduce its share capital in any way. $\cdot$ $\omega$
enter into a buy-back agreement or resolve to approve the terms of a $\omega$ buy-back agreement:
declare or pay any dividend or make any other distribution of its assets $^{\circ}$ or profits;
alter or agree to alter its constitution; $\Phi$
$\infty$ pass any resolution; or
resolve any programs or budgets in relation to the Company. $\Omega$

Event affecting value of Vendor Share $7.2$

If, on or before Settlement, an event occurs which has or may have a material effect on the profitability or value of the Veridor Share, or the value of the Business the Vendor must, immediately upon becoming aware of that event, give written notice to the Purchaser fully describing the event.

REPRESENTATIONS AND WARRANTIES BY THE VENDOR AND THE COVENANTOR 8.

$8.1$ Representations and Warranties

Subject to clause 8.4, the Vendor and the Covenantor jointly and severally warrant and represent to the Purchaser, as an inducement to the Purchaser to enter into this Agreement and it is a condition of this Agreement that the statements set out in Schedule 2 are true, complete and accurate, both at the Execution Date and at the Settlement Date.

Repetition on Settlement Date 8.2

Subject to clause 8.4, the matters set out in Schedule 2 will be taken to be repeated by the Vendor and Covenantor an the Settlement Date with reference to the facts and dircumstances existing at that date.

Limitation on Warranites 8.3

No Vendor or Covenantor is tiable to the Purchaser for any Claim under $\langle q \rangle$ or in connection with this Agreement, or the transactions contemplated by it, unless the Purchaser has given written notice to the Vendor and/or Covenantor (as the case may be) setting out reasonable details of the specific matter in respect of which the Claim is made:
within 7 years after the Settlement Date in respect of any such $\Phi$ Claim relating to any Tax; and
within 24 months after the Settlement Date in respect of all other $(i)$ Claims,

and (subject to the Vendor, the Covenantor and the Purchaser otherwise agreeing in writing) court proceedings have been issued and properly served by the Purchaser against the Vendor and/or Covenantor (as the case may be) in respect of such Claim within the period of 6 months immediately following notheration of the Claim.

The limitations set out in paragraph (a) above will not apply in respect of $(b)$ the warrantles referred to in Part 1 of Schedule 2 or clause 9.

Sale of UDS Assets 6.4

The Purchaser acknowledges and agrees that on or about 15 February $(a)$ 2008, UDS, the Purchaser and Toro Driling Services Pty Ltd ACN 113 477 204 (then known as Redemption Miling Pty Ltd) entered into an agreement entitled "Asset Sale and Purchase Agreement".
No Vendor or Covenantor is liable to the Purchaser for any Claim under $(b)$ or in connection with this Agreement in relation to the transaction referred to in clause 8.4(a).

GENERAL REPRESENTATIONS AND WARRANTIES BY ALL PARTIES 9.

Each Party represents and warrants to the other Parties that:

It is duly registered under the Corporations Act, save that in the case of $(a)$ the Covenantor, the Covenantor warrants that it is duly registered under applicable Canadian law;

FA 1667 1667-TAShora Sala Agreemant - Redemption R

the entry into and performance of this Agreement by the Party does not $(b)$ constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking, by which the Party is bound;
the Party has taken all necessary action to authorise the execution, $\langle \circ \rangle$ delivery and performance of this Agreement in accordance with its terms; and
no Event of Insolvency has occurred in relation to the Party nor is there $(d)$ any act which has occurred or any omission made which may result in an Event of Insolvency accurring in relation to the Party.

10. INDEMNITIES

The:

Vendor and the Covenantor jointly and severally indemnify and agree $\langle$ a to indemnity the Purchaser; and
Purchaser agrees to indemnify each of the Vendor and the Covenantor, $(b)$

from and against and in respect of all loss, damage and costs suffered by the indemnified Party in respect of any breach by it of any warranty or any obligation under this Agreement.

CONFIDENTIALITY Ħ.

11.1 Terms to remain confidential

Each Party is to keep confidential the terms of this Agreement, and any other Confidential Information obtained in the course of furthering this Agreement, or during the negotiations preceding this Agreement, and is not to disclose it to any person except:

to employees, legal advisers, auditors and other consultants requiring $(a)$ the Information for the purposes of this Agreement;
with the consent of the other Parties; $\langle 0 \rangle$
if the information is, at the date of this Agreement, lawfully in the $\left( c\right)$ possession of the recipient of the information through sources other than any of the other Parties;
if required by law or a stock exchange; $(d)$
if strictly and necessarily required in connection with legal proceedings $\Theta$ relating to this Agreement;
if the information is generally and publicly available other than as a $\langle f \rangle$ result of a breach of confidence; or
to a financier or prospective financier (or its advisers) of a Party. $\langle q \rangle$

$\sim$ ^*

$11.2$ Disclosure of Information

A Party disclosing Confidential Information must use all reasonable endeavours to ensure that persons receiving Confidential Information from it do not disclose the information except in the circumstances permitted in clause 11.1.

$11.3$ Obligations continuing

The obligations under this clause H contain obligations, separate and independent from the other obligations of the Parties and remain in existence for a period of five (5) years from the Execution Date, regardless of any termination of this Agreement.

$II.4$ ASX Listing

The Parties acknowledge that the Purchaser is a company listed on ASX and accordingly is required to make certain disclosures in the circumstances set out In the ASX Listing Rules.

11.5 TSX Listing

The Parties acknowledge that the Covenantor is a company fisted on TSX and accordingly the Covenantor is required to make certain disclosures in the circumstances set out in the rules of the TSX as amended from time to time.

$12$ DEFAULT

If any of the Parties (Defaulting Party) shall make default in the due observance or performance of any of its obligations under this Agreement the observance or performance of which is or becomes essential and such default shall continue for 10 days after the receipt of a notice in writing from:

where the Defaulting Party is the Vendor or the Covenantor $-$ the $\langle 0 \rangle$ Purchaser; or
where the Defaulting Party is the Purchaser the Vendor or the $(D)$ Covenantor,

(Non Defaulting Party) to remedy the default then the Non Defaulting Party may, without further notice to the Defaulting Party:

rescind this Agreement and be entitled to such damages as to which $\left( c\right)$ the Non Defaulting Party would be entitted at common law or in equity; and/or
$(d)$ sue the Defaulting Party for specific performance of this Agreement.

NOTICES 13.

Requirements for Notice $13.1$

Each notice, consent or other communication authorised or required to be given to a Porty under this Agreement shall be in writing and must be:

delivered personally to the individual; or $\langle$ a
sent by prepaid courier to the address; or (b)

FA165717667-11Shore Safe Agreement-Redemption RNAL doc

sent by facsimile to the facsimile number, $\left( c\right)$

set out in clause 13.2, or as the case may be to such other person, address or number as it may from time to time notify to the other Partles pursuant to clause $13.3.$

Address of Parlies $13.2$

The initial address of the Parties shall be as follows:

In the case of the Vendor and the Covenantor:

220 9797 45th Avenue Edmonton, Alberta CANADA T6E 5V8 Facsimile: INT + (1) (780) 439 7308 Attention: Mr John Williamson

In the case of the Purchaser:

Lavel 3 105 St Georges Terrace PERTH WA 6000 Facsimile: INT + (61 8) 9215 7888 Attention: Mr Peter Williams

$13.3^°$ Change of Address

Each Party may from time to three change its address by giving notice pursuant to clause 13.1 to the other Parties.

$13.4$ Receipt of Notice

Any notice given pursuant to clause 13.1 will be conclusively deemed to have been received:

in the case of personal delivery, when actually received; $\alpha$
If sent by courier, when signed for by or on behalf of the addressee; or $\langle \phi \rangle$
If sent by facsimile, on the day the facsimile was sent by clear $(c)$ transmission.

GST LIABILITY 14.

Notwithstanding any provision in this Agreement, this clause 14 covers $(a)$ the GST trabilities of the parties in relation to a Taxable Supply made by one Party under this Agreement (the Provider) to another Party under this Agreement (the Recipient).
The Recipient must pay to the Provider the amount equal to the amount $\langle \phi \rangle$ of any GST the Provider is liable to pay on any Taxable Supply made by the Provider under this Agreement (Provider's Taxable Supply).
The Recipient must pay the Provider the amount in respect of GST the $\langle c \rangle$ Recipient is liable to pay on each Provider's Taxable Supply at the same time and in the same manner as the Recipient is obliged to pay for the Provider's Taxable Supply provided that the Recipient may withhold

mant - Reclampean RNAL doc FA RASTA TANT-TASHORIN SOME ADD

payment of any amount in respect of GST until the Provider issues the Recipient with a valid invoice covering the relevant Taxable Supply.

Unless specific reference is made, the price for each Provider's Taxable $\langle d \rangle$ Supply provided for by this Agreement does not include GST.

In this clause, the following definitions apply:

GST has the meaning given to it in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any regulations thereto or such other act or regulations of equivalent effect.

Invaice means a tax invoice as defined in and for the purposes of the GST Act or any document allowing the Reciplent to claim an input tax credit under the GST Act.

Taxable Supply has the meaning given to it in the GST Act.

$15.$ NON-ASSIGNMENT

No Party may assign any or all of its rights and obligations under this Agreement to any person except with the prior written consent of the other Parties which consent shall not unreasonably be withheld.

FURTHER ASSURANCE 16.

Each Party shall sign, execute and do all deeds, acts, documents and things as may reasonably be required by the other Parties to effectively carry out and give effect to the terms and intentions of this Agreement.

GOVERNING LAW $17.$

This Agreement shall be governed by and construed in accordance with the law from time to time in the State of Western Australia and the Parties agree to submit to the non-exclusive jurisdiction of the courts of Western Australia and the courts which hear appeals therefrom.

VARIATION 18.

No modification or alteration of the terms of this Agreement shall be binding unless made in writing dated subsequent to the date of this Agreement and duly executed by the Parlies.

COSTS 19.

19.1 Stamp Duty

All stamp duty assessed on or in respect of this Agreement shall be paid 100% by the Purchaser.

19.2 Legal Costs

Each Party shall bear their own legal costs of and incidental to the preparation. negotiation and execution of this Agreement.

$\stackrel{\scriptscriptstyle\rm def}{\scriptscriptstyle\sim}$

$20.$ MISCELLANEOUS

$20,1$ Enforcement of Provisions

If any provision of this Agreement is invalid and not enforceable in accordance with its terms, all other provisions which are self-sustaining and capable of separate enforcement without regard to the invalid provision, shall be and continue to be valid and forceful in accordance with their ferms.

$20.2$ Sole Understanding

This Agreement shall constitute the sole understanding of the Parties with respect to the subject matter and replaces all other agreements with respect thereto.

20.3 Counterports

This Agreement may be executed in any number of counterparts (including by way of facsimile) each of which shall be deemed for all purposes to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument.

20.4 Time

Time shall be of the essence in this Agreement in all respects.

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COMMITTE BAY RESOURCES LID is accordance with its constituents. document ce of incorporation.

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20.

SCHEDULE 1

Covenantor

Committee Bay Resources Ltd (a company duty incorporated in Canada) of 220-9797
45^th Avenue, Edmonton, Alberta, Canada

F.\1657\1657-1\Shore \$ole Agreement - Reclamption RNALdoc

SCHEDULE 2 - WARRANTIES

Share capital

(Entire Issued capital): The Vendor Share comprises 100% of the issued $\langle 0 \rangle$ share capital of the Company.
(Shares fully paid): The Vendor Share is fully paid up and has been duly $\langle \mathbf{b} \rangle$ issued and allotted.
(No right to subscribe): No person has any right or option to subscribe for $\langle c \rangle$ or otherwise to acquire any further shares in the Company.
(No options): There are no outstanding options, contracts, calls, first $\langle d \rangle$ refusals, commitments, rights or demands of any kind relating to the issued or unissued capital of the Company.
(No other allotments): The Company is not under any obligation to allot $(e)$ any shares to any person or persons, or otherwise to after the structure of any part of its unissued share capital, and the Company is not under any obligation to give any option over any part of its unissued share copital not has the Company offered to do any of the matters stated in this sub-paragraph.
(Vendor is owners): The Vendor is the registered holder and beneficial $\omega$ owner of 100% of the Vendor Share, which is free of any Encumbrance.
(Right and power to sell): The Vendor has complete and unrestricted $\mathcal{L}(\mathcal{G})$ power and right to sell, assign and transfer the Vendor Share to the Purchaser except for the consent of the directors of the Company to the registration of the transfers of the Vendor Share.

$2₁$ Effect of this Agreement

The entry into and performance of this Agreement and all documents executed pursuant to this Agreement:

will not relieve any person of any contractual or other obligation to the $\langle 0 \rangle$ Company or entitle any person to re-negotiate the terms or conditions of any such obligation;
do not and will not conflict with, violate or result in a breach by the (b) Company or the occurrence of an event of default under any agreement or any law, undertaking to or judgment or Court order;
will not result in any indebtedness, present or future, of the Company $\left( c\right)$ becoming due or capable or being declared due and payable before the stated maturity date;
will not give rise to any contractual or other obligation of the Company (d) to any person or entitle any person to require the performance of or compliance with any existing contractual or other obligation of the Company; and
will not entitle any person with whom the Company has a contract or $(e)$ arrangement of any kind to terminate that contract or arrangement or to impose less favourable terms on the Company.

FA 1667 1667-1881 are Sale Agreement - Redemption FRNAL.coc.

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$\overline{\mathbf{3}}$ . The Compony

The Company:

is duly registered, has full corporate power to own its assets and Business $(a)$ and to carry on its Business as now conducted;
has done everything necessary to do business lawfully in all jurisdictions $(b)$ in which its Business is carried on; and
has not carried on any business other than the Business. $(C)$

Records and systems

(Records properly kept): All books of accounts and other records of any kind of the Company:

have been fully, properly and accurately kept on a consistent basis and $(a)$ completed in accordance with proper business and accounting practices and all applicable Statutes;
have not had any material records or information removed from them; $\infty$
do not contain or reflect any material inaccuracles or discrepancies; $\left( c \right)$
give and reflect a true and fair view of the trading transactions and the $\langle d \rangle$ financial and contractual position of the Company and of its assets and Itabilities: and
are in the possession of the Company. $(\Theta)$

Contracts and Commitments

(No contracts outside ordinary course of business): Other than those $(a)$ that relate to the Exploration Joint Venture or the Plant and Equipment Joint Venture, the Company is not party to any contract or commitment entered into which is in existence and:
is outside the ordinary course of business; $(i)$
even if entered into in the ordinary course of business, involves (们) or is likely to involve obligations or liabilities which by reason of their magnitude or nature ought reasonably to be made known to an Intending purchaser of the Vendor Share:
is not at am's length or not on normal commercial terms; or $(iii)$
is long term, substantial or onerous. $(y)$
(No sums owing): Other than the Vendor's Loan, no sums are now $\infty$ owing or will at Settlement be owing by the Company to the Vendor or to any company or person related to the Vendor.
(No guarantees given): Other than in respect of securities lodged under $\mathcal{L}$ the Mining Act in respect of the Tenements, the Company has not guaranteed or indemnified and is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy any obligation of any person, and has not given a letter of comfort to any person.

EN1667 \1667-195hore Sole Agreement - Redemption PMAL.cbc

$\cdot$ (d) (No contract by unilateral act); No offer, tender, quotation or the like given or made by the Company is capable of giving rise to a contract merely by any unilateral act of a third party, other than in the ordinary course of business.
$(e)$ (Capital expenditure): There are no outstanding commitments of the Company for capital expenditure other than replacements and normal purchases of plant and equipment in the ordinary course of business.
$\bigcirc$ (No foreign exchange exposure): There are no foreign exchange contracts binding the Company and the Company has no foreign exchange exposures.
(No finder's fee): No-one is entitled to receive from the Company any $\langle$ g finder's fee, brokerage or other commission or benefit in connection with the sale and purchase contemplated by this Agreement.
(No profit sharing): The Company is not party to any agreement, $(h)$ arrangement or understanding where it is or will be bound to share profits or waive or abandon any rights.
(No other payments): The Company is not subject to any agreement, $()$ arrangement or understanding that involves directly or indirectly any offer or payment to any government official or any other third party to influence him or to assist in the obtaining or retaining of business, nor involves any offer or payment to any other person while knowing or having reason to know that all or a portion of the money offered or any such payment would be made available or pald to any government official or third party for the same purpose.
$\boldsymbol{\theta}$ (Securities enforceable): All security (including any guarantee or indemnity) granted in favour of the Company is valid and enforceable by that member against the grantor in accordance with the terms of that security.
Compliance with Statutes 6.

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(Compliance with Statutes): The Business is conducted in compliance. $\langle 0 \rangle$ with all Statutes and the Company has not received any notice (whether express or oral) of any allegation of any contravention of any Statute by the Company.

7. Corporate matters

$\circledcirc$ (Assets owned by the Company): The Company is the beneficial owner and is entitled to be the legal owner of all of its Assets, which are free of any Encumbrance.
$\rm (c)$ (Compliance with contracts): The Company has complied in all respects with:
$\circ$ its Constitution:
GD any instrument to which it is a party or by which it is bound; and
$(||)$ all legal requirements and all judgments, orders, injunctions and requirements of any Court or Government Authority,

FA1657 \1667-1 \Share Sale Agreement - Redemption ANAL doc

and there has not occurred any event which, with the passing of time or giving of notice, would constitute a material breach or default of any of the above.

(Capacity of the Company): The Company: $(d)$
will not at Settlement, hold or have agreed to acquire or take (j) up any shares in the acgotial of any company;
other than the Exploration Joint Venture and the Plant and $\mathbf{G}$ Equipment Joint Venture, is not a member of any partnership, Joint venture or unincorporated association:
is not a trustee or manager of any trust estate or fund; and $(\mathbb{B})$
does not have a permanent establishment (as that expression is $\langle \mathbf{iv} \rangle$ defined in the Tax Act) outside Australia.
(No powers of attorney): There are no powers of attorney given by the $(e)$ Company in favour of any person which are or may come to be in force in relation to the Business or the Company.
(Officers duty appointed): All of the directors and secretaries of the $(f)$ Company have been duly appointed in accordance with the Corporations Act.
(No name changes): The Vendor will not permit the name of the $\omega$ Company to be changed before Settlement and have not permitted and will not permit before Settlement the Company to consent to the adoption by any other person or company of a name similar to the Company's name.
(All duties and faxes paid); All stamp duties and other taxes for which $(h)$ the Company is primarily liable in respect of every deed, agreement or other document to which the Company is ar has been a party have been duly paid or adequately provided for.
(Constitution): The Constitution of the Company produced to the $\circ$ Purchaser prior to the Execution Date is a true and correct copy of the Constitution of the Company and will remain so until and as at Settlement.
The Company has filed all annual refums, resolutions, $\mathbf{0}$ (Filings): particulars, other forms, returns and documents as and where required to be filed or registered under the Corporations Act, such documents were accurate in all material respects, and the Company is not liable to be struck off the register of companies.

Premises 8.

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(Premises): There are no premises owned, leased or occupied by the $\omega$ Company other than those which are owned, leased or occupied for the purposes of the Exploration Joint Venture or the Plant and Equipment Joint Venture.

Environmental compliance 11.

FA 16671 1667-1 Valvare Solie Agreemant - Redemption RNALdoc

(No agreement): Except in relation to the Tenements, there is no agreement or consent order to which the Company is a party in relation to any environmental matter, and no such agreement or order is necessary for the continued compliance of the Company with applicable Statutes.
(Notices): The Company has not received any written communications $\circled{b}$ which have not been fully complied with and cleared concerning alleged violations of environmental legislation or daims with respect to environmental matters with respect to the Business or the Company.

9. Assets

$(a)$

(Assets Owned by the Company); All the Assets are legally and $(a)$ beneficially owned by the Company free of Encumbrances (and, in particular, no such assets are the subject of any hire purchase agreement or credit purchase agreement or any agreement for payment of deferred terms) or, if any Asset is not legally owned by the Company, the Company is entitled to become the legal owner
Confidential Information 10.
There has not been any misuse or (Confidential Information): $(a)$ unauthorised disclosure of any Confidential Information.

Absence of Litigation 11.

(No current litigation): The Company and any person for whom it may $(a)$ be vicariously liable is not engaged in any capacity in any prosecution, littgation, arbitration proceedings or administrative or governmental challenge or investigation (Liligation).
(No pending Lifigation): There is no Litigation pending, threatened, $\infty$ anticipated or contemplated against the Company or any person for whom the Company may be vicariously liable.
(No facts giving rise to Litigation): No fact or circumstance exists which $\langle \circ \rangle$ may give rise to any Litigation which could materially affect the ability of the Company to continue to operate its Business.
(No outstanding judgments): There are no unsatisfied or outstanding $\omega$ judgments, orders, decrees, stipulations, or notices affecting the Company or any person for whom the Company may be vicariously liable.

insurance $12.$

(Contracts of insurance): There are no contracts of insurance and $(a)$ indemnity in force in respect of the Business, property and assets of the Company other than those taken out by the Purchaser on behalf of the Exploration Joint Venture Agreement and the Plant and Equipment Joint Venture.

13. Taxafion

(Compliance): Other than those tax returns to be submitted by the $(a)$ Purchaser on behalf of the Company pursuant to clause 6.9, the

$\widetilde{\phantom{a}}$

Company has duly complied with all obligations imposed by the Tax Acl.

(No dispute): The Company has not made a false or misleading. statement to a taxation officer within the meaning of the Tax Act in relation to any income or franking year and there is no unresolved disoute with any Revenue Authority Involving the Company.

(Other tax returns filed): Other than those tax returns to be submitted by $\langle c \rangle$ the Purchaser on behalf of the Company pursuant to clouse 6.9, all necessary information, declarations, certificates, notices, returns and any other required lodgements in respect of Taxes, other than Tax under the Tax Act, have been property and duty submitted by the Company to all relevant Revenue Authorities in respect of Tax for all relevant periods up to the Execution Date. The Company has not made a false or misleading statement in relation thereto and there is no unresolved dispute with any Revenue Authority involving the Company, nor are there any facts or circumstances which might give rise to any dispute.

(All other taxes assessed and paid): All Taxes, other than Tax under the (d) Tax Act and Taxes the subject of those tax returns to be submitted by the Purchaser on behalf of the Company pursuant to clause 6.9, which have been assessed or imposed or which are deemed to have been assessed or imposed or which are lawfully assessable or payable by or upon the Company and which were due and payable as at 31 December 2007 have been paid or remitted to the relevant Revenue Authority by the Company.

(No penalty or fine paid or payable): The Company has not in the past $(e)$ five years paid or become liable to pay, nor are there any circumstances by reason of which the Company is likely to become tiable to pay, any penalty, fine or interest under the Tax Act or with respect to any Tax under that or other legislation.

(No tax audit or investigation conducted): The Company has not in the (f) past five years suffered any investigation, audit, visit or written request for the production of information by any Revenue Authority and the Company has not been notified of and is not aware of any such proposed investigation, audit, visit or request.

(No non-carns fength transactions): The Company has not been a party $\langle$ g to and has not participated in any non-arm's length transaction that could be affected by the exercise of discretionary powers of the relevant Revenue Authority, including, without limitation, transactions relating to trading stock, plant and equipment, securities or assets subject to the capital gains tax provisions of the Tax Act.

(No tax avoidance): The Company has not been a party to and has not (ኬ) participated in transactions or arrangements that could give rise to the exercise by the Relevant Authority of its powers under the Tax Act in relation to losses and outgoings incurred under tax avoidance schemes, or in relation to International agreements or schemes to reduce income tax, or any other discretionary powers of the relevant Revenue Authority under the Tax Act by virtue of which transactions or arrangements entered into by the Company may be re-opened, revised or given an interpretation different from that adopted by the Company.

FA 1657A1667-1AShara Sole Agreement - Redemption RAML doc

No. 2337

$\bf{a}$

$\mathbb{S}^2$

There have not been and are no (Inter-company dividends): circumstances in relation to the payment of any dividend by the Company to any person that have given rise to or could give rise to the denial in whole or in part of any inter-company dividend tax rebate avaliable under the Tax Act.

(Tax file numbers): The Company has duly complied with all obligations imposed under the Tax Act in relation to the quotation of tax file numbers by employees of the Company and the deduction by the Company of fox instalments, including the guidelines under applicable privacy legislation; the Company has not committed any offence in relation to the collection, recording, use or disclosure of tax file numbers.

(income tax returns filed): Other than those tax returns to be submitted by the Purchaser on behalf of the Company pursuant to clause 6.9, the Company has filed all returns under the Tax Act for all previous years, together with any applicable certificates, notices, declarations and any other lodgements whether mandatory or otherwise in the interests of the Company; all such returns were correct and on a proper basis, and no dispute exists in relation to any of them, nor are there any facts or circumstances which might give rise to any disputes.

(All income tax assessed and paid): All Tax under the Tax Act for the $\Phi$ periods prior to that the subject of the tax returns to be submitted by the Purchaser on behalf of the Company pursuant to clause 6.9 which has been assessed or imposed or which is deemed to have been assessed or imposed or which is lawfully assessable or payable by or upon the Company has been duly assessed and paid.

(Franking accounts property maintained): In relation to the Company, $(m)$ all credits and debits to any franking account maintained by each member have been auty and properly recorded in accordance with the Tax Act giving rise to a franking account balance in conformity with the Tax Act, and there are no existing or pending statutory franking debits in relation to dividend streaming arrangements, on-market share buy-back purchases or otherwise.

(Franking debits): The Company has not lodged an application for the $(n)$ determination of an estimated franking debit and no notice has been received or is expected at the Execution Date that would give rise to $\alpha$ franking debit based on an estimated debit defermination under the Tax Act.

(Proper records kept): All documents and records have been kept and $\circ$ maintained in compliance with the Tax Act including, without limitation, all records required in relation to the franking account belance of the Company and records necessary to permit the ascertainment of all information required in relation to capital gains and capital losses including net capital gains and net capital losses under the Tax Act and records necessary to attribute the goods and services tax paid and payable on taxable supplies to a fax period and to attribute all creditable acquisitions to a tax period and to claim an input tax credit, in respect of all creditable acquisitions, for the purposes of the Tax Act.

F.\1667\1657-1\Share Sale Agreement - Gadamption RIV4.doc

$\mathbb{R}^+$

DLA PHILLPS FOX +61 8 6467 600

May. 2008 14:14

$\mathbb{O}$

$\Phi$

$\overline{\text{C}}$

(Price adjusting for GST): All contracts for making taxable supplies $(p)$ entered into by the Company provide for the cost of the goods and services fax liability in respect of such supplies to be included in the price or other consideration for the supply.

Staff and superannuation

14.

(Details of employees): The Company is not party to any contracts of $(a)$ service or for services which have not been disclosed by the Company to the Purchaser in the Company's capacity as manager of the Exploration Joint Venture.
(No collective agreements): The Company is not party to any collective $\langle 0 \rangle$ agreement or enterprise bargaining agreement or other agreement or arrangement nor is it involved in or likely to be involved in any industrial dispute with any trade union or other organisation of employees.
(No termination of employees): No present Officer, employee, agent or $\left( c\right)$ consultant of or to the Company has given or received notice terminating his employment or engagement and no Officer, employee, agent or consultant is entitled to or intends or is likely as a result of this Agreement to terminate his employment or engagement with the Company.
(No changes to directors' benefits): The Company has not paid any $(d)$ remuneration or fees to its directors other than normal remuneration to executive directors.

15. Tenements

(Title): The Vendor is the beneficial owner, and is entitled to be the $(a)$ registered holder, of a 50% interest in the Tenements free from all mortgages, charges, liens and other Encumbrances and no other person except the Purchaser has any rights of any nature in respect of the Tenements.

Material disclosure 16.

(All material information): Any information known or which should be $(a)$ known to the Vendor or the Covenantor concerning the Company which might reasonably be regarded as material to a purchaser for value of the Vendor Share has been disclosed in writing to the Purchaser.
All information concerning the (True, complete and accurate): $\cdot$ (b) Company or concerning the Vendor Share supplied to the Purchaser or its agents, employees or advisers by the Vendor or their agents, employees or advisers is true, complete and accurate in all respects, and is not misleading or deceptive.
(No material error or misstatement): No representation, warranty or $\left( c \right)$ document made or furnished by the Vendor in connection with this Agreement contains any material error or missiatement nor does it omit to state any material fact.

$(d)$

(No adverse acts): Nothing has been done or omitted to be done in relation to the Vendor Share or the Company which might materially

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adversely affect the interests of the Purchaser as an intending purchaser
of the Vendor Share.

P. 36

$N_0$ , 2337

EN 1657 1667-143hore Sole Agreement - Redemption PIN Loot

lempton FRAAL doc FA7667\1667-1\Shore

$\overline{\phantom{a}}$

DLA PHILLPS FOX +61 8 6467 6001 2. May. 2008 14:14

$\frac{8}{3}$ No. 2337

FOCUS MINERALS LIMITED and MATADOR MINING PTY. LTD. REDEMPTION JOINT VENTURE

REVISED FEB 2008 TENEMENT SCHEDULE

Notes PENDING PENDING PENDING PENDING \$103,000 380,000 Bonds \$837.24 $\frac{1}{2000000000000000000000000000000000000$ \$435.80 \$3,876.84 \$418.00 \$168.72 $$211.08$ \$165.75 \$380.88 \$367.84 \$213.18] \$3B2.47 \$378.20 \$315.89 \$399.19 5418.00 \$101.64 8342.78 \$372.02 8306.14 96,258,12 35,448.00 \$208.91 SAID.BI 8272.B7 Rent ившицию:
Өмнриефа $\frac{310,000}{110,000}$ \$10,000 825.700 \$10,000 \$10,000 84,040 87,040 \$8,040 $58,000$ $66,000$ \$7,280 \$7,640 \$43,100 \$97,500 $30,500$ \$4,080 \$5,320 \$8,840 \$7,320 \$7,200 53,000 37,960 BA,BIO \$7,120 04/09/2020
02/04/2027
02/04/2027 02/04/2027 3005/2025 02/04/2027 08/02/2004 08/03/2004 01.06.2009 16/06/1995 12/08/1995 22/09/1995 tologytage) 06/03/2004 06/03/2004 DRAGS/2004 06/03/2004 08/03/2004 08/03/2004 06/03/2004 00202004 DRIVED 2004 DE/O3/2004 17/10/1994 05/01/2013 Expiry Date $\frac{101,000}{200,000}$ 287.000 180,0000 10.6200 $133,0000$ 183,0000 $101.0000$ 199.000 182.0000 $\frac{178,000}{178,000}$ 181.000 200,000 20.3500 28.4450 439 2500 148,0000 75.0000 6.3500 38.0250 Area (ha) 375.0000 184.0000 178.0000 102.0000 68.6000 Focus Minerala 1:11 180 Markedor Militag P/L 20
Focus Minerala 1:11 180 Markedor Militag P/L 20 Foous Minerala Ltd 180 Matador Mining P/L 20 Focus Minerals Ltd 160 Matador Mining P/L 20 Pocus Minerate Ltd 160 Matador Mining P/L 20 Poous Minerals Ltd 180 Matador Mining P/L 20 Pooue Minerals Ltd 180 Mintedor Mining P/L 20 Focus Minomia Ltd 180 Matedor Mining P/L 20 Focus Minerals Ltd 160 Matedor Mining P/L 20 Focus Minerals Ltd 180 Mstador Mining Pri. 20 Focus Minerale Ltd 180 Matedor Mining P/L 20 Forsa Minerals Ltd 190 Matador Maning P/L 20 Focus Minerals Ltd 180 Matador Mining Pri: 20 Foous Minerals Ltd 90 Matedor Mining P/L 10 Focus Minerals Ltd BO Matedor Mining P/L 10 Foods Minerals Ltd 80 Matador Mining PA_10 Poous Minerals Ltd 90 Maindor Mining P/L 10 Focus Mirerals Ltd 90 Marador Mining P/L 10 Foota Minerals Ltd 90 Matador Mining P/L 10 Pocus Minerals Ltd 80 Makedor Mining P/L 10 Focus Minensis Ltd 80 Matador Mining P/L 10 Focus Minerals 1.td 90 Matador Mining P/L 10 Focus Miratals Ltd 80 Matedor Mining P/L 10 Pools Minarals Ltd 90 Matador Mining P/L 10 Focus Minerals Ltd 00 Materia Mining PA, 10 Registered Hotaler Goldfan Ltd
Goldfan Ltd
Goldfan Ltd Goldfan Ltd Goldfan Lid P16/4135(MLA16/1446). P15/4141(MLA16/1447) P104136(MLA15/1446) P154140(MLA15/1447) P15/41310NLA15/1444) P154132MLA15/1446) P15/4133(MLA15/1448) P16/4134(MLA15/1446) P16/4137(MLA16/1446) PI5/4138(MLA15/1447). P154139(MLA15/1447) P154142(MLA15/1447) TOBIORE BIGRADO OT CYCHOL P15/3000 (MLA15/389) P18/2741(MLA16/780) P15/2821(MLA16/855) P15/2011(MLA16/877) P15/30120VLA15/885) duemain . PLATE/4548 PLA15/4542 PLA15/4543 PLATBACK1 M15/150 M15/152 M15/154 IZIRIM M16/151 M16/73 M16/277 M15/895 Reversion P 154910 P16/640 P15/4932 215/4030 P15/6169 P156039 OHOO/STR P15/5041 P15/4928 P154837 P15(4935) P15/4851 P15/4929 16/6168 154642 CAMEL PADDOCK COOLGARDIZ STIVALIEANCE Project

۵ $\breve{}$ 5 $\breve{~}$ 5 ś г $\frac{8}{4}$ $\ddot{\phantom{0}}$ $\checkmark$ ∞
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No. 2337 P. 39

	M15/159	rele Ltd 180 Metador Mining P/L 20 Focus Mine	5,1600	03/02/2027	\$10,000	887.12
	MIDITIO	nals Ltd 180 Matador Mining P I L 20 Foous Min	3,0190	10/08/2028	\$10,000	\$101.84
	M15/289	rais Ltd 160 Matador Mining P/L 20 Foous Mine	1,7325	24/11/2009	85,000	\$29.04
	M16/410	Foous Minerals Ltd 90 Mistador Mining P/L 10	2,0015	13/11/2009	\$5,000	\$43.88
	M15/491	Foous Minerals Ltd 180 Matador Mining P/L 20	54.4550	10/12/2011	910,000	3798.60	\$115,000
	M15/645	araka Ltd 180 Matedor Miking P/L 20 Foque Min	8,7085	18/02/2012	\$10,000	\$101.54	\$5.000
	M10/584	Focus Missrals Ltd 160 Matador Mining P/L 20	10.1000	13/09/2012	\$10,000	\$159.72
	M15/630	Using Printing 160 Meter or Mining Printing Foous Min	297.4500	D4/02/2014	\$28,800	\$4,328,88	\$138,000
	M16/638	Focus Minerals Ltd 190 Metador Mining P/L 20	339.1800	17/08/2014	\$34,000	\$4,986.80	\$22,000
	M15/845	erais Ltd 90 Matador Mining P/L 1D Foous Man	721.8000	26(03/2014	372,200	\$10,483.44	\$527,000
	M15/645	Footes Minerals Ltd 90 Matador Mining P/L 10	0009.100	25/03/2014	\$99.200	\$14,403.84	\$188,500
	M15/B47	Focue Minerals Ltd 180 Matedor Mining P/L 20	3.7470	14/12/2013	\$5,000	\$58.08
	M1M660	Pocus Minerals Ltd 90 Matador Mining P/L 10	11.3100	22/03/2014	\$10,000	\$174.24	811,000
	M15KR7	Pocus Minerals Ltd 180 Matador Mining P/L 20	1.0800	15/11/2014	\$5,000	\$29.04
	M157725	Procus Minerale Ltd 180 Matador Mining P/L 20	2.1226	20/09/2015	86,000	\$43.56
	M15/1283	Pocus Minerals Ltd 90 Matador Mining P/L 10	4.6500	28/03/2022	\$5,000	\$72,60
	M15/1294	Focus Minerals Ltd 90 Matador Mining P/L 10	5,0500	ZRIGS/2022	20000	\$87.12
	M15/1432	Foous Mixerals Ltd 180 Matador Mining P/L 20	5.7710	30/09/2024	\$10,000	\$37.12
	M15/1433	Foous Minerals Ltd 180 Matador Mining P/L 20	8.2550	30/09/2024	\$10,000	\$130.58
	M15/1434	Pocus Minerals Ltd 90 Matador Mining P/L 10	4,8550	8009/2024	\$5,000	\$72.60
	M15/1484	Focus Minerals Ltd180 Matedor Mining PA. 20	4.8325	10/11/2025	\$5,000	372.80	\$18,000
	MLA 15/1788	Focus Minerals Ltd 90 Matador Mining P/L 10		Pending				Consolidation
P16/000	MLA15/1041	Foous Minerals Ltd 180 Matador Mining P/L 20		Pending
P15/5155	P15/2474(MLA15/733)	Foous Maranais Ltd 180 Matador Mining P/L 20	192,0000	CA/O7/1994	\$7,880	MO1.28
P15/4935	P15/3116(MLA15/928)	Focus Minerala Ltd 90 Matedor Mining P/L 10	0.8400	09/03/1998	\$2,000	820.78
P104013	P15/2482(MLA15/1201)	Pocus Minarala Ltd 90 Matedor Mining PA 10	4.8400	13/12/1895	\$2,000	\$20.79
P15/4943	P15/3484(MLA15/1200)	Fonts Minerals Ltd 180 Matador Mining P/L 20	1.0000	10/01/1899	\$2,000	\$20,78
P15/4913	P15/3543(MLA15/1201)	Focus Minerals Ltd 90 Matador Mining P/L 10	53,5000	09/00/1898	32,160	$\frac{1}{2}$ (2.85)
	P16/30001A15/1262	Popus Minerals Ltd 90 Matador Mining P/L 10	11.6200	8681/01/15	F2,000	\$26.00
P15/4B47	P18/3699(MLA15/1277)	Focus Minerals Ltd 80 Matedor Mining P/L 10	0.0800	13/02/1999	\$2,000	\$20.78
P15/4009	P16/3700(MLA15/1278)	Focus Minerals Ltd 90 Malador Mining P/L 10	0.3000	13/02/1999	62,000	\$20.79
P164909	P1503721(MLA15/1278)	Focus Minerate Ltd160 Matador Mining P/L 20	40000	13/02/1999	\$2,000	\$20.79
P18/4911	P15/3785(MLA15/1363) P16/3949(MLA15/1328)	Focus Minerals Ltd 180 Matedor Mining P/L 20	132,0000	03/03/2001	\$5,280	3275.88 \$372.02
P15/4828		Focus Minerale Ltd 30 Matedor Mining P/L 10	177.0673	01/04/2000	87,120			PENDING
	M.At6/4073	Goldfan Lid	68,0000	08/03/2004	82,720	\$142.12
P18/4927	P18/4128(MLA16/1448)	Focus Minerals Ltd 80 Matedor Militing P/L 10
	THORN ATE	Focus Minerals Ltd 90 Matedor Mining P/L 10 C.D. McConnick	6.4000	18/03/2011	≨	\$80.00
	U15/20 13/27	Focus Minerale Ltd 90 Matedor Mining P/L 10	8.4000	18/03/2011	₹	\$51.48
	1604	erats Ltd 160 Matador Mining P/L 20 Focus Min	0.2150	22/07/2011	≨	\$12.87
	F4642	Focus Mittersie 1td 150 Matador Mining P/L 20	0.7410	21/10/2011	≨	\$12.87
	1.16461	Focus Minerals Ltd 90 Matedor Mining P/L 10	17,4200	09/12/2012	月원			\$231.66 APP EXTENSION TERM GRANTED
	L15/59	Focus Ninerals Ltd 90 Matedor Mining P/L 10	7,9600	IQUEZZO (3		7102.86		APP EXTENSION TERM GRANTED
		erais Ltd 9D Matador Mining P/L 10 Focus Min	21.5900	13/04/2008	≸	\$283.14
	$\frac{778}{11602}$	Focus Minerals Ltd 90 Matador Mining P/L 10	204200	18/11/2009	₹	\$270.27

Coolgardia
Continued

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2008
≍ д Ξ

No. 2337 . P. 40

						$\hat{\mathbf{z}}$
		110/85	rais Ltd 80 Metador Mining P/L 10 Focus Min	30.0000	28/03/2008	₹	8388,10	35,000
		L15/80	(영) _[위 Go Matador Mining P/L 10 Focus Mine	18.0000	2BIO32200B	≨	\$205.82	\$48,000
		L15/96	Focus Minerals Ltd 90 Matador Mining P/L 10	55.0000	28/03/2009	乏	\$707.86	\$24,000
		116/96	Focus Minerals Ltd 90 Matador Mining P/L 10	11.0000	2803/2009	읡	\$141.57	\$5,000
		118/114	rais Ltd 90 Matador Mining P/L 10 Pocus Mine	60.0800	08/01/2010	$\frac{d}{dt}$	\$856.37	360,000
		115/116	rais Ltd 90 Matador Mining P/L 10 Foous Mine	1.0205	09/10/2009	≨∣	\$25.74
		$-15/18$	Focus Minerals Ltd 90 Matador Mining P/L 10	10.0000	07/12/2009	≨	\$128.70	\$5,000
		75712	Focus Minerals Ltd 180 Matedor Mining P/L 20	0.4750	28/03/2010	$\leq$
		118/123	arais Ltd 180 Matador Mining P/L 20 Poous Min	0.5770	28/03/2010		$\frac{12.57}{12.57}$
		116/128	Focus Miners's Ltd 180 Matagor Mining P/L 20	6.6000	28/03/2010	う	\$90.09
		15/127	Pocus Minerals Ltd 180 Matador mining P/L 20	138000	28/03/2010	$\left \mathbf{z} \right $	\$160.18
		15/130	Focus Minerals Ltd 180 Matador mining P/L 20	9,1000	20/02/2010	Ę	\$128.70
		15/15/1	arais Ltd 90 Matador Mining P/L 10 Foous Mine	15.0000	15/02/2013	∣≨			\$193.05 APP EXTENSION TERM GRANTED
		-15/154	Foote Minerals Ltd 180 Matador Mining P/L 20	0.8200	21/10/2011	≨	\$12.87
		いんてい	Focus Minerale Ltd 180 Matador Mining P/L 20	0.2800	07/09/2012	E	\$12.87
		115/188	arais Ltd B0 Matador Mining P/L 10 Foous Min	0.5000	12/09/2008	≨	\$12.67
		0020917	Focus Minerals Ltd 180 Matader Mining P/L 20	40.0000	07/08/2010	≨	\$514.80
		L15/211	Focus Minorals Ltd 90 Matador Mining P/L 10	37.0000	13/10/2012	₹	8478.19	\$6,000
		LA16/283	Focus Minerals Ltd 50 Matador Mining PA. 60

GRES
	P15/4809	P15/2870(MLA15/750)	srate Ltd 160 Matador Mining P/L 20 Focus Mine	122,0000	03/12/1994	\$4,880	\$254.98
	P15/4940	P15/2071(MLA15/780)	Pocus Minerals Ltd 180 Matador Mining P/L 20	200.000	03/12/1994	38,000	118.00
	P15/4839	P15/2872(MLA15/750)	Pocus Minerals Ltd 180 Matador Mining P/L 20	200,000	DSV12/1994	68,000	5418.00
	P15/4938	PIE/2873(MLA18/780)	Focus Minerals Ltd 180 Matager Mining P/L 20	200.000	03/12/1994	\$8,000	3418.00
	P16/4944	PIE/2874(MLA16/780)	Focus Minerals Ltd 180 Matador Mining P/L 20	200,000	03/12/1994	\$8,000	\$418.00

MISTERY MAY
		M16/1780	Foous Minerals Ltd 50 Matador Mining P/L 50	5.8780	19/03/2027	\$10,000	587/2
		M15/385	Focus Minerals Ltd 90 Matador Mining P/L 10	217.0800	30/03/2010	\$21,800	\$3,166.36	\$8,000
		M16/682	Focus Minerals Ltd 90 Matador Mining P/L 10	121.0500	2006/2014	\$12,200	\$1.771.44
		M15/711	Focus Minerals Ltd 90 Matedor Mining P/L 10	248,0000	000002015	\$24,800	\$3,800.08
		M16/1384	Focus Minerals Ltd 90 Matador Mining P/L 10	8.2401	27/03/2023	\$10,000	\$87.12
		MIGITIO	Pocus Minerals 1td 90 Matador Mining PA. 10	B1.0000	09/12/2028	\$10,000	\$1,32132		Seo 49 P18/2617
	P15/0150	P15/2774(MLA15/759)	Posts Minerals Ltd 90 Matador Mining P/L 10	200.000	17/10/1994	\$8,000	SA18.00
	P18/5156	P15/2775(MLA15/769)	Focus Minerals Ltd 90 Matador Mining P/L 10	200.000	17/10/1994	\$8,000	5418.00
		P16/2943(MLA15/862)	Poque Minerals Ltd 90 Mateuter Mining P/L 10	128,6000	16/05/1985	\$5,080	\$255.43
		P15/2856(MLA16/857)	Focus Minerals Ltd 90 Matador Mining P/L 10	64,0000	16/06/1995	\$2,960	\$133.76
		P15/32000MLA1B/BB1)	Foous Minerals Ltd 90 Matedor Mining P/L 10	116,0000	1008/1994	\$4,600	\$240.95
		P15/3201(MLA15/881)	Focus Minerals Ltd 90 Matedor Mining P/L 10	175.0000	1008/1994	\$7,000	\$365.75
		PLA15/6180	Focus Minerals Ltd 80 Matedor Mining P/L 80		Pending

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		P15/2369(MLA15/781)	of JNG Buining yobanahi de bil sis Foous Minera	18,0760	03/12/1984	\$2,000	\$39.71
		P15/2919(MLA15/827)	19 JN Huning robated 00 bt 14 Poous Miners	103.0000	0502/1995	84.120	\$215.27
		P16/2920(MLA16/827)	Focus Minerale Ltd 90 Matedor Mining P/L 10	157,0000	05/02/1995	187 188	\$328.13

TYCHO
			Focus Minerals Ltd 180 Matador Mining P/L 20	213,8500	30/05/2028	\$21,400	23,107.28
		M16/40 M15/148	Focus Minerals Ltd 180 Matador Mining P/L 20	7.7500	යැකතාව	\$10,000	\$118.15
		P182888MLA15/770)		33,0000	02/01/1986	82.000	\$50.97
	P15/4945 P15/4834	P180336(MLA15/1051)	Focus Minerala Ltd 180 Matador Mining PAL 20 Focus Minerals Ltd 90 Matador Maring PAL 10	10.5000	07/12/1994	\$2,000	\$22.99
	HAMSE	P1B3325(MLA16/1128)	Pocus Minerale Ltd 180 Matedor Mining P/L 20	52.0000	17/06/1995	52.080	\$108.68	\$5,000
	P15/5049	P15/3304(MLA10/1142)	Focus Minerals Ltd 180 Malador Mining P/L 20	12,0000	08/09/1995	\$2,000	\$25.08

BNVOOT		PLA 16/6046	Focus Minerals Ltd 50 Matador Mining P/L 50						PENDING


THE MOUNT
		M15/30	Austminex Pty. Ltd.	45.9000	21/08/2026	\$10,000	\$687.92	\$24,300
		M15/1423	Austroinex Pty. Ltd.	PDT.3947	10097027	\$80,200	$\frac{913,097,04}{538,05}$
		M16/431	Focus Minerals Limited	3,0000	03/09/2028	\$5,000,00
Widglemootha	P15/4097	P154402 (MLA15/1764)	als Ltd 60 Matador Mining P/L 50 Pocus Miner	48,0000	02/01/2006		\$102,41
		P1814477		9.0920	09/11/2009	ន្ត្រាន្ត្ ផ្តន្ត្រា
		P15/4478 覧	Focus Minerals Ltd 50 Matador Mining PA. 50 Focus Minerals Ltd 50 Matador Mining PA. 50	8,4800	09/11/2009	\$2,000	$\frac{120.80}{320.90}$
		PLA16/4173	FC Saundere						Walt Grant
	P15/4909	BEP15/4088 (MLA15/1410	rals Ltd 50 Metador Mining P/L 50 Focus Miner	10.0000	18/08/2002	\$2,000	\$20,90


DREADNOUGHT				4,8500	14/02/2022	\$5,000	\$72.60
		M15/114	Ply. Lid. Audminex	115,0000	14/04/2028	511,500	\$1,869.80
		M15/958 PLA15/5048	Foous Minerals 1.td. Austminex Pty. Ltd.		Pending
		1.16/213	Austminax Pty. Ltd.	4,5000	26/07/2009	₹	\$84.35

BOUNDARY
		BM16/411	sals Ltd. Focus Mine	23.0700	14/02/2010	\$10,000	8348.48	\$7,000
ALMINA			nals Lid. Focus Mine	121.3000	06/04/1986	\$4,880	186,4324
	P154920 P164921	(BSB/SIV/M) 851 545 km History (MIV) 851 545 km	Focus Minerale Ltd.	121.3500	08/04/1990	\$4,880	6254.68

BIG RED	P15/4819	PT503 AMA106574	arais Lid. Poqus Mine	88.8000	12/08/1995	\$2,780	\$14.21

$\frac{1}{\sqrt{2}}$

GIBRALTER CENTRAL		TEM18/384 BEMISU1422	analis Lid. pulki aroosi	108.800	08/09/2010	\$10,700	\$1,583.64
			arain Ltd. Focus Mine	8,9245	02/01/2024	\$10,000	9130.00
GOLDEN WEB
		MISTRI Ŀ,	srais Ltd. Forus Mine	8,7100	20/07/2016	\$10,000	\$145.20	\$5,000
		RIMSTER	Rale Ltd. Focus Mine	119.6500	26/07/2016	\$12,000	\$1,885.28	\$10,000
		M15/871	stals Lid. Focus Mine	$\frac{1}{12,500}$	01/11/2016	\$11,300	\$1,840.76
		M18/1153	erale Lid. Foous Mine	120.000	25/05/2028	\$12,000	\$1,320.00

NORRIS
		M15/692	Focus Minerals Ltd.	456.1000	30/08/2014	645,700	58,630.64	\$184,000
		SIMBUST4	Focus Minerals Ltd.	8,6600	01/11/2022	810,000	\$145.20
		M15/1302	Focus Minerals Ltd.	5.2700	20/06/2028	810,000	867.88
		M15/1116	Focus Minerals Ltd.	41.8400	20/06/2028	\$10,000	\$462.00
		M15/301	Focus Minerals Ltd.	40.2200	12106/2009	\$10,000	$\frac{1}{100}$
		MLA1611778	Foous Minerale Ltd.		Pending				Consolidation
		P15/2963 (MLA15/858)	Foous Minerals Ltd.	80.8700	16/06/1996	\$3,640	\$190.19
		P15/2935 (MLA15/855)	Fonts Minerals Ltd.	3,8800	12/08/1995	12,000	12079
	P16/4963	P15/3207 (MLA15/10P0)	Focus Minerals Ltd.	10,0000	1502/1985	\$2,000	\$20.80
	P16/4989	P15/3428(MLA15/1150)	Focus Minerals Ltd.	85.0000	11/10/1995	$60 + 60$	\$177.60
	P16/4980	P15/3658 (MLA15/1288)	Focus Minerale Ltd	88.7600	8/12/1998	\$3,560	\$188.01
	P154901	P18(3669 (MLA15/1288)	Focus Minerals Ltd.	134,8400	6/12/1998	85,400	\$282.15
	P15/4954	P18/3835 (MLA15/1316	Foous Minerals Ltd.	111.9100	602/2000	84,720	\$246,62
		PISSBAB (MLA15/1343)	Focus Minerale Ltd.	9.5100	22/07/2000	\$2,000	820.80	15,000
	216/4969 Pis/4969	P164003 (MLA15/1420)	Poqus Minerale Ltd.	9.7000	31/08/2002	32,000	\$20.90
		PLA15/5040	Parada Ltd. Focus Min						Pending
		L ₆₇₁	Focus Minerals Ltd.	0.1000	18/02/2010	≨	\$12.87
		15/108	Focus Minerals Ltd. Focus Minerals Ltd.	0.1000	7/09/2012	$\geq$	512.BZ
		691/97	terals Ltd.	0.1000	7/09/2012	원회	\$12.87
		15/270	terals Ltd. Forus Min	0.1000	7/09/2012		\$12.87
		148471	Focus Minerals Ltd.	0.1000	7/09/2012		\$12.87
		L16/172	Focus Minerals Ltd.	0.1000	2100x012	≨ ≨ ≸	812.87
		L15/173	Pools Minerals Ltd.	0.1000	7/09/2012		\$12.87
		L15/174	Direio Lid Focus Mg	3,8000	7109/2012	l≨	\$51.48
		15/175	brate Ltd Focus Mir	0.1000	7/09/2012	₹	412.87
		L16/193	Foous Minerals Ltd.	46.0000	13/02/2010	$\leq$	6579,15
		L15/194	MT state $F$ ons Mir	03.3000	13/02/2010	≨	\$1,209.78


KANGAROO HILLS		P15/2665 (MLA15/269)	Focus Minarale Ltd.	144,7300	21/10/1995	\$5,800	\$303.05	80.000
	P18/4853	$\frac{1}{2}$ - 1,2889 (MLA15/889) HP19/2897 (MLA15/889) HP19/2893 (MLA15/889)	Focus Minerals Ltd.	117.0000	21/10/1995	\$4,680	\$244,89	58.000
	P154951 P15/4917			112.0500			336.17	\$5,000
			Focus Minerals Ltd.		21/10/1985	S4,620 GBTE	\$244.53	\$6,000

$\ddot{\cdot}$ $\ddot{\cdot}$ $\frac{1}{2} \sum_{i=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n} \frac{1}{2} \sum_{j=1}^{n$

$\ddot{\phantom{0}}$

$\rho$ $\Delta$ $N_0$ 2337

NIA DHIIIDO ENY 141 Q 4447 4001 Ĕ $0.00011A$

$\frac{60}{2}$




ſ 6467






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2008





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J.

P. 43 No. 2337

	P15/4950	SEPISZZ669 (MLA15/869) KEPISZ2670 (MLA15/869)	Foous Minerals Ltd.	117.9500	21/10/1996	DEL'19	6248.62	16,000
	P16M918		arais Ltd. Foous Mine	1177000	21/10/1995	\$4,720		\$6,000

LONDONDERRY
	P15/4915	P15/32D (MLA15/920)	srain Litz Focus Mire	196,0000	1002/1998	\$7,800	\$407,55
	b18N814	P16/3071 (MLA16/920)	India Lid Foous Mine	61.6000	10/02/1999	\$2,480	\$129.68
	P15/4922	P15/4092 (MLA15/1435)	breis Ltd. Focus Mine	106.9300	28/07/2003	\$4,280	1223.83
	P15/4923	P15/4093 (MLA15/1435)	Focus Minerals Ltd	119.7700	28/07/2003	\$4,800	\$250.80
	P15/4924	P15/4004 (MLA15/1436)	rralis Ltd.	96.6000	28/07/2009	33,840
	P1N4B25	P10/4095 (MLA15/1436)	Foous Minerals Ltd. Focus Minerals Ltd.	117.5500	26/07/2003	84,720	320.64

LORD BOB		MLA15/1789	Pocus Minerals Ltd.		Pending				Consolidation
		NA16/631	Foous Minorals Ltd.	67,7700	True/2014	\$10,000	\$87.30	\$45,000
		M15/1263	Focus Minerals Ltd.	2.1100	20/06/2028	85,000	535.82	39,000
		PLA16/6042	Focus Minerals Ltd						Pending
	P15/4986	PLU2967 (MLA16/1149)	Focus Minerals Ltd.	117.0500	13/12/1995	E4,720	\$248.82
	P15/4956	P1572888 (MLA16/1149)	Focus Minerals Ltd.	72.0000	13/12/1985	32,880	\$180.48
	P15/4957	P15/3001 (MLA15/980)	Focue Minerale Ltd.	120.0000	10/08/1998	64,800	\$260.80
	P16/4918	P16/3428 (MLA16/1101)	Foous Minerals Ltd.	54.0000	13/12/1995	\$2,160	\$112.88	88,000
	P15/4918	P15/3586 (MLA16/1315)	Foous Minerale Ltd.	94,0000	15/01/2000	\$3,380	\$175.56
	B16/4600	P150166 (MLA16/1074)	Focus Minerals Ltd	119,3000	15/02/1995	\$4,880	8250.50

MALAGA
		M16/515	erale Litd. Pocus Min	99.2500	2/0B/2011	\$10,000	\$1,452.00	\$10,000

NEP EAN
		M15/705	erals Ltd. Focus Min	609,000	31/05/2016	880,800	\$8,842.88
		RELISHTS	erals Ltd. Focus Min	13,0900	2002/90/2	₹	\$180.18

NORTH MIRIAM
		M16/385	erala Ltd.	72.0000	6/09/2010	\$10,000	\$1,068.99	\$5,000
	P16/4088	P16/3072 (MLA15/979)	erals Ltd. Foous Mint Poous Mint	74.0000	10/08/1994	12,930	1154.88	50,000

ALA
	P15/5154	P16/3428 (MLA15/1152)	erals Ltd. Hoous Min	104.0000	1110/1995	\$4,160	\$217.55
	P18/4986	P16/3252 (MLA16/1050)	narals Ltd. Focus Miln	107.0000	7/12/1994	\$4,280	523,63
	RIBUSE PTAMSTE	P15/3253 (MA15/1050)	Foous Minerala Ltd.	38,0000	11/01/1995	33,920	\$204.82
		P16/3763 (MLA16/1301	nerais 1td. Fectus Min	9,0000	30/10/1999	\$2,000	$\frac{520\,79}{530\,90}$
	Ziperie	P16/3943 (MLA15/1380)	Focus Minerale Ltd.	10.0000	20/01/2001	CQD'2\$
		PLA15/5043	Foous Minerals Ltd						Pending

STACNIL							\$130.68	85,000
		BIMIDIZS	Margin Ltd. Pocus MA	0.3900	20/03/2025	\$10,000 \$10,000	275.88
		MANIQUE	Focus Minerals Ltd. Pocus Minerals Ltd.190 I.G.Muir 20	19.000	14/02/2010
		GSB62 VTM 0.15/91-48		07.4300		33,920	5204.82

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6001

P. 44 No. 2337

1.678,300 \$7,500 $\frac{2}{3}$ [08/302/321\$ 31,665.28 57,872 \$252.88 \$240.38 \$102.41 $91,481,380$ $\frac{11,400}{22,000}$ 22,000 $\frac{1}{2}$ 34,840 84,320 1755/1209 $\frac{13/12/2015}{27/03/2004}$ 21/08/2008 6/07/1094 178.1113aq km Cookgandle John: Venture Reporting C33/2007 Report Date28 Feb for partod 1 Jan to 31 Dec.
The Mount John: Reporting C37/2002 Report Date 21 Aug for the period 22 June to 31 June 17653.1345 48.0849 $\frac{113.800}{9.4200}$ $120.6000$ 114.7000 0055.701 Focus Minerals Ltd, 180 LG, Nulr 20
Focus Minerals Ltd 50 Martedor Mining P/L 50 Focus Minerals 1.td 60 Martedor Mining P/L 50 Focia Minerals Ltd. 160 LG. Muir 20 Focus Minerals Ltd.180 1.G.Mur 20 Foous Minerale Ltd.160 1.0. Mulr 20 TOTALS Tenements in Reversion Process P1544197 (MLA16/1451) P15/3174 (MLA15/868) P15/3172 (MLA15/986) P18/3173 MLA15/P88) MIS748 (MLA15/966) P15/4054 (P15/4829) EURIBANKS

SCHEDULE 4- GROUND WATER LICENCES Mining Tenements Affected Location No. M15/154 63357 Greenfield $M15/151$ Lindsays/TMH Bayleys 63558 M15/152 GML15/6246 $115/126$ Roger Springs $64865(2)$ 9 Mile Bore $L15/127$ L15/88 L15/95 L15/96 L15/114 L15/119 M15/645 M15/646 91119 Tindals

P. 45

No. 2337

EN1667N1667-1N3hare Safe Agreement - Redemption RHALdoc

SCHEDULE 5 -MISCELLANEOUS LICENCES

Licence	ISSUEI	For	Licance Number
Department of Environment Operaling Licence	Department of Environment	Site operating conditions Location M15/645 Three Mile Hill Coolgardie	5931/8
In-House Electrical Installing Work Licence (Holder - Paul Keleher)	Department of Consumer & Employment Profection	Pat Keleher (EW 103731)	1HO50134
Dangerous Goods	Department of Industry & Resources	LPG, Cyanide, Caustic, Hydrochloric, Lead, Gases, Liquid Oxygen plus	SO115245
Radiation Licence	Radiciogical Council	Static Gauge Tailings Thickener	RS28/97 10720
Poisons Permit (Holder – Mark Mitchell)	Department of Health	Cyanide Hydrofluoric acid Methoxyflurance	7331

P. 46 $\sqrt{10.2337}$

FN 1667-1987 and Sole A wa doc

SCHEDULE 6 - CONVERTIBLE NOTES

THE CONVERTIBLE NOTES

$1.1$ TERMS

2337

PHILLPS FOX +61 8 6467 600

$DLA$

2008 14:16

May.

The Convertible Notes will have a face value representing a principal amount of \$2,000,000 (Face Value Amount) and may:

be redeemed, as provided in clause 1.4, into cash; or $\left( \bigcap \right)$
be converted, as provided in clause 2, into cash or Purchaser Shares. (b)

NOTES ARE UNSECURED $12$

The Convertible Notes will be unsecured and the Vendor will rank equally with all other unsecured creditors of the Purchaser.

INTEREST PAYABLE $1.3$

The Parties agree and acknowledge that interest is payable on the Face Value Amount at a rate of 8.25% per annum, payable on the Maturity Date or the date. upon which all of the Convertible Notes are redeemed for cash in accordance. with clause 1.4 (if applicable).

PURCHASER'S RIGHT OF REDEMPTION $14$

The Parties agree and acknowledge that:

at any time on and from the Commencement Date and before the $\alpha$ Maturity Date, the Purchaser (at the Purchaser's sole election) may notify the Vendor in writing that the Purchaser has elected to redeem the Convertible Notes for cash (Redemption Notice);
the amount of cash payable by the Purchaser following redemption in $\infty$ accordance with clause 1.4(a) will be determined in accordance with the following formula:

$R = $2,000,000 + ($2,000,000 \times 8.25\% \times N)$

where:

is the Redemption Amount; and R
is the number of days since the Commencement Date divided N by 365.
if the Convertible Notes are redeemed in accordance with clause $(c)$ 1.4(a), the Purchaser must deliver to the Vendor a cheque in favour of the Vendor or such other person as the Vendor directs the Purchaser in writing, for the Redemption Amount (calculated in accordance with clause 1.4(b) within 10 days of delivery of the Redemption Notice; and
redemption of the Convertible Notes in accordance with this clause 1.4 $\mathbf{d}$ will be and be deemed for all purposes to be in full satisfaction and discharge of all amounts owing to the Vendor pursuant to the Convertible Notes.

FA1557A1557-1ABhare Sale Agreement - Redsimption RNAL doc

ESCROW $1.5$

≌

DLA PHILLPS FOX +61 8 6467 600

May. 2008 14:17

The Vendor agrees and acknowledges that the Convertible Notes and any Purchaser Shares issued upon conversion of the Convertible Notes will be issued subject to any escrow requirements imposed by ASX. In satisfaction of such requirements, the Vendor undertakes to enter into a restriction agreement in accordance with the ASX Listing Rules.

ELECTION BY VENDOR NOT TO CONVERT $\mathbf{z}$

Not less than 10 Business Days prior to the Maturity Date, the Vendor $(a)$ may, by notice in writing to the Purchaser, elect to be paid the following amount in lieu of converting the Convertible Notes Into Purchaser Shares:
Amount Due = $$2,000,000 + interest$ calculated in accordance with the formula in clause 3.3(c)
If the Vendor makes an election pursuant to clause 2(a), the Purchaser $\infty$ must pay the Vendor the total Amount Due on or before the Maturity Date.

CONVERSION INTO PURCHASER SHARES 3.

$3.1$ CONVERSION

$(a)$ Unless:

otherwise redeemed in accordance with clause 1.4; or $\langle$ i
(ii) the Vendor makes an election pursuant to clause 2(a).

the Convertible Notes held by the Vendor will automatically convert into Purchaser Shares in accordance with this clause 3 on the Maturity Date.

Within 10 Business Days of the Maturity Date, the Purchaser will: $(b)$
proceed to allot and issue to the Vendor that number of $\mathbb{O}$ Purchaser Shares as calculated in accordance with clause 3.3 $(a)$ ; and
deliver to the Vendor a cheque in favour of the Vendor or such $\bf{(\mathbf{i})}$ other person as the Vendor directs the Purchaser in writing, for the amount of interest (calculated in accordance with clause $3.3(c)$ .

ISSUE OF SHARES $3.2$

The allofment and issue of Shares on conversion and payment of interest $\langle 0 \rangle$ will be and be deemed for all purposes to be in full satisfaction and discharge of all amounts owing to the Vendor pursuant to the Convertible Notes.
The Purchaser Shares allotted and issued upon the conversion will rank $\mathbf{b}$ equally in all respects with all issued ordinary shares in the capital of the Purchaser at the Date of Conversion.

EN1667N 1667-1 Vährere Sole Agreement - Redamption FINAL.doc

Subject to clause 1.5, the Purchaser will make application for Official $\mathbf{C}$ Quotation by ASX of all Purchaser Shares allotted and issued upon the conversion. Such application will be made as soon as reasonably practicable after the Purchaser Shares are so issued and allotted.
Within 10 Business Days of the allotment and issue of Purchaser Shares to $(d)$ the Vendor upon the conversion, the Purchaser will deliver to the Vendor a holding statement in respect of the Purchaser Shares so allotted and issued and such other evidence reasonably required by the Vendor recording that the Purchaser Shares have been issued and allotted to the Vendor.

CONVERSION FORMULA. $3₃$

Subject to clouse 3.5, the number of Purchaser Shares to which the $\langle \mathsf{a} \rangle$ $\sim 10$ Vendor will be entitled upon conversion will be determined in accordance with the following formula:

$$
A = \frac{F}{\$0.075}
$$

where:

is the number of Purchaser Shares; and A

is the Face Volue Amount. F

A fraction of a Purchaser Share will be rounded up or down as required $(b)$ to the nearest whole number.

The amount of interest payable in cash to which the Vendor will be $\langle c \rangle$ entitled upon conversion will be determined in accordance with the following formula:

$I = $2,000,000 \times 8,25\% \times N$

where:

is the amount of interest payable; and - L

is the number of days since the Commencement Date divided N by 365.

PURCHASER SHARES ALLOTTED ON CONVERSION $3_A$

The Purchaser Shares to be allotted on conversion will be Purchaser Shares with respect to which no provision is made (whether by the constitution of the Purchaser or other instrument constituting or defining the constitution of the Purchaser or otherwise) for changing or converting them into shares of another class, except for the purpose of enabling, in accordance with any law relating to companies, the consolidation and division of all or any of the share capital of the Purchaser or of another company or the subdivision of all or any of the shares in the capital of the Purchaser or of another company.

emant - Reclamption FINAL.cloc E-1166711667-115hara Sale Agree

$\frac{9}{4}$

RECONSTRUCTION 3.5

If there is a reconstruction (including, consolidation, subdivision, $(a)$ reduction or return) of the issued capital of the Purchaser, the basis for conversion of the Convertible Notes set out in the Conversion Formula will be reconstructed in the same proportion as the issued capital of the Purchaser is reconstructed and in a manner which will not result in any additional benefits being conferred on the Vendor which are not conferred on the shareholders of the Purchaser, (subject to the same provisions with respect to rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital) but in all other respects the terms for conversion of the Convertible Notes will remain unchanged.
The adjustments in this clause 2.6 will, subject to the ASX Listing Rules, be $(b)$ determined by the Purchaser, acting reasonably.

DEFAULT IN PAYMENT 4.

Interest 4.1

If the Purchaser fails to pay the Face Value Amount or any interest thereon when due (Unpaid Amounts), the Purchaser will pay interest on the Unpaid Amounts at the rate of 16% per annum.

Accrual of interest $4.2$

The interest payable under clause 4.1 accrues from day to day from and including the due date for payment up to the actual date of payment, before and, as an additional and independent obligation, after any judgment or other thing into which the liability to pay the Unpaid Amounts becomes merged; and

TRANSFERS 5.

TRANSFERABILITY 5.1

The Convertible Notes may only be transferred to the Vendor's $(a)$ Related Bodies Corporate. The Vendor must advise the Purchaser of any such transfer by notice in writing, which notice must identify the transferor and the transferee (Transfer Notice).
The Purchaser will promptly upon receipt of a Transfer Notice, make $(b)$ an inscription in the register of noteholders (Register) recording the transfer of the relevant Convertible Notes.
On the inscription being mode in the Register, the Purchaser will $\left( c \right)$ recognise the transferee as the registered owner of the relevant Convertible Notes and as being entitled to the repayment of the Face Value Amount and the payment of all interest in respect thereof and to all other rights vested in the Vendor under these Conditions.

TRANSMISSION $5.2$

A person becoming entitled to Convertible Notes as a consequence of the death or bankruptcy of a Vendor or of a vesting order or a person administering the estate of the Vendor may, upon producing such evidence

≈

as to that entitlement or status as the Purchaser consider sufficient, transfer the Convertible Notes of the Vendor or, if so entitled, become registered as the holder of the Convertible Notes.

PERSON REGISTERED 5.3

The Vendor will be treated by the Purchaser as the absolute owner of the Convertible Notes. The Purchaser will not, except as ordered by a Court or as required by statute, be obliged to take notice of any claim to the Convertible Notes.

SATISFACTION OF PURCHASER'S OBLIGATIONS 6.

The Purchaser's obligations in respect of the Convertible Notes will be taken to be satisfied upon the date on which the Purchaser issues Purchaser Shares to the Vendor on:

redemption of the Convertible Notes in accordance with clause 1.4; or $\langle 0 \rangle$

conversion of the Convertible Notes in accordance with clause 2. $\circ$

7. DEFINITIONS.

Business Day means a day on which banks are open for general banking business in Perth, other than a Saturday or a Sunday or public hollday and which is also a Business Day for the purposes of the ASX Listing Rules.

Commencement Date means the date of issue of the Convertible Notes.

Conditions means these terms and conditions applicable to the Convertible Notes.

Conversion Formula means the formula set out in clause 2.3.

Convertible Notes means the convertible notes issued by the Purchaser in accordance with these Conditions which are outstanding.

Date of Conversion means the date on which fully paid ordinary Purchaser Shares are allotted and issued to the Vendor in accordance with clause 2.

Moturity Date means 30 April 2009.

Official Quotation means official quotation by ASX.

DLA PHILLPS FOX +61 8 6467

$2.$ May. $2008$ 14:17

运

$\sim$ ^'

AGREEMENT ANNEXURE A EXCLUSIVITY

$\ddot{\phi}$

39 FA166731667-185ba

PHILLIPS FOX

Level 32 St Martins Tower 44 St George's Terrace Parth WA 6000 Australia PO Box 25470 Parth WA 6831 DX 130 Parth Tel +61 8 6467 6000 Fax +61 8 6467 6001 www.dlephillipsicx.com

Exclusivity Agreement

FIND / 0444017

Matador Mining Pty Ltd ACN 083 409 410 Redemption Management Pty Ltd ACN 115 821 255 Focus Minerals Ltd ACN 005 470 799

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No. 2337

DLA PHILLIPS FOX

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Background
Operative provisions
Definitions and interpretation 1 Definitions communications are constructed and construction of the construction of the construction of the Definition of the Constitution of the Definition of the Constitution of the Constitution of the Constitution of the hterpretation
Exclusive rights to negotiate sale and purchase ż Exclusivity Fee __________ Exclusive rigist to negotiate sale and purchase of Shares Exclusive right to negotiate sale and purchase of Assets
Completion of sale agreement between Parties з
Sole responsibility of Focus 4 Focus as manager of Exploration Joint Venture Focus responsible for joint venture expenditure during Sole Responsibility Feriod 6 Consequences of no agreement as to sale of Shares or Assets
Consent and walver of rights by Focus to sale for equal or higher value offer7 - 51 Waiver of rights with respect to Third Party Share Sale Waiver of rights with respect to Third Party Asset Sale No waiver of rights by Redemption
Term and termination www.series.com/www.surame.com/web/series/www.series/ 6
NO11085 , 7 Giving notices Change of address or fax number Time notice is given
Miscellaneous a. Approvals and consents Assignments and transfers 00618 - - - - - - - - - - - - - - - - - - - Entire agreement Inconsistent agreements Execution of separate Agreements Further acts Goods and services tax Governing law and jurisdiction Johnt and individual liability and benefits Severability Variation Waivers modern communication in the construction of the communication of the construction of the construction of the construction of the construction of the construction of the construction of the construction of the const
EXECUTION and date

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A PHILLIPS FOX

Exclusivity Agreement

Parties

Matador Mining Pty Ltd ACN 409 410 of 41 Brookman Street, Kalgoonie, Western Australia (Matador)

Redemption Management Ply Ltd ACN 115 821 255 of 41 Brookman Street, Kalgoorlie, Western Australia (Redemption)

Focus Minerals Ltd ACN 095 470 799 of Level 3, 105 St Georges Terrace, Perth, Western Australia (Focus)

Background

Matador is the legal and beneficial owner of the Shares. Ά

Redemption is the beneficial owner of the Assets. B

In consideration of the payment of the Exclusivity Fee by Focus to Matador. $\ddot{\text{C}}$

Matador has agreed to not negotiate the sale of or sell all or any of the Shares а. to any person other than Focus; and
Redemption has agreed to not negotiate the sale of or sell all or any of the b. Assets to any person other than Focus,

during the Exclusivity Period on the terms and conditions set out in this Agreement.

Operative provisions

Definitions and interpretation

Definitions

In this Agreement the following definitions apply: $1.1$

Agreement means this agreement.

Assets means all of Redemption's right, title and interest in:

the Exploration JV Interest; and $(a)$
the P&E JV Interest. (b)

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

Commencement Date means the date on which the last of the Parties enters into this Agreement.

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Exclusivey Agreement

Corporations Act means the Corporations Act 2001 (Cih).

EJV Cash Call has the same meaning as "Cash Call" in the Exploration Joint Venture Agreement.

EJV Expenditure has the same meaning as "Expenditure" in the Exploration Joint Venture Agreement.

Exclusivity Fee means the amount of \$1,000,000.00.

Exclusivity Period means the period of time from the Commencement Date until midnight in Perlis, Western Australia on 31 March 2008 or such other time and date as is agreed in writing between the Parties.

Exploration Joint Venture means the unincorporated exploration joint venture known as the "Redemption Joint Venture" established pursuant to the Exploration Joint Venture Agreement

Exploration Joint Venture Agreement means the agreement between Redemption, Focus, Matador and Austminex Pty Ltd ABN 55 097 070 418 entitled "Exploration Joint Venture Agreement" undated but stamped on 15 January 2007.

Exploration JV Interest means 100% of Redemption's Interest in the Exploration Joint Venture (being 50% of the Exploration Joint Venture) including all property, whether real or personal, which is owned, leased, held, developed, constructed, produced or acquired for the purposes of the Exploration Joint Venture by or on behalf of the Exploration Joint Venture participants including:

the Tenaments, $(a)$
intellectual and industrial property developed by or on behalf of the $(b)$ Exploration Joint Venture participants which is used or to be used in connection with the Project;
all rights exercisable by the Exploration Joint Venture, or individual $(c)$ Exploration Joint Venture participants on behalf of the Exploration Joint Venture; and
the right, the and interest of the Exploration Joint Venture participants in the (d) Product until it is delivered to or taken in kind by an Exploration Joint Venture participant in accordance with the terms of the Exploration Joint Venture Agreement.

Insolvency Event in relation to a person means anything that reasonably indicates that there is a significant risk that that person is or will become unable to pay its debts as they fall due. This includes any of the following:

A meeting of the person's creditors being called or held. (a)
A step being taken to make the person bankrupt. $(b)$

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Exclusivity Agreement

An application is presented or an order is made for the sequestration of the $(c)$ person's estate.
A step being taken to wind the person up. $\langle d \rangle$
A step being taken to have a receiver, receiver and manager, administrator, $(e)$ liquidator or provisional fiquidator appointed to the person or any of its assets or such an appointment taking place.
The person entering into any type of agreement, composition or (f) arrangement with, or assignment for, the benefit of all or any of its creditors.
The person ceases or threatens to cease to carry on its main business. $(g)$

Mill means the mill known as the Three Mile Hill processing plant which, as at the date of this Agreement, torms part of the plant and aquipment the subject of the Plant and Equipment Joint Venture.

Minerals has the same meaning as in the Mining Act.

Mining Act means the Mining Act 1978 (WA).

Mining Joint Venture has the same meaning as in clause 26.3 of the Exploration Joint Venture Agreement.

Party means a party to this Agreement.

P&E JV Interest means 100% of Redemption's Interest in the Plant and Equipment Joint Venture (being 50% of the Plant and Equipment Joint Venture) including all property, whether real or personal, which is owned, leased, held, developed, constructed, produced or acquired for the purposes of the Plant and Equipment Joint Venture by or on behalf of the Plant and Equipment Joint Venture participants.

PEJV Cash Call has the same meaning as "Cash Call" in the Plant and Equipment Joint Venture Agreement.

PEJV Expenditure has the same meaning as "Expenditure" in the Plant and Equipment Joint Venture Agreement.

Plant and Equipment Joint Venture means the joint venture established pursuant to the Plant and Equipment Joint Venture Agreement and known as the "Redemption Plant and Equipment Joint Venture".

Plant and Equipment Joint Venture Agreement means the agreement between Redemption, focus and Matador entitled "Plant and Equipment Joint Venture Agreement" undated but stamped on 15 January 2007.

Related Body Corporate has the same meaning as in the Corporations Act.

Shares means all of the issued share capital of Redemption.

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Sole Responsibility Period means the period from midnight in Perth, Western Australia on 31 December 2007 until 90 days after the exploy of the Exclusivity Period or any other fime agreed in writing between the Parties.

Interpretation

In the interpretation of this Agreement, the following provisions apply: $1,2$
Headings are inserted for convenience only and do not affect the $121$ interpretation of this Agreement.
A reference in this Agreement to a business day means a day other than a $1.22$ Saturday or Sunday on which banks are open for business generally in Perth, Western Australia.
If the day on which any act, matter or thing is to be done under this $12.3$ Agreement is not a business day, the act, matter or thing must be done on the next business day.
A reference in this Agreement to dollars or \$ means Australian dollars and $12.4$ all amounts payable under this Agreement are payable in Australian dollars.
A reference in this Agreement to any law, legislation or legislative provision $1.2.5$ includes any statutory modification, amendment or re-enaciment, and any subordinate legislation or regulations issued under that legislation or legislative provision.
A reference in this Agreement to any agreement or Agreement is to that $1.26$ agreement or Agreement as amended, novated, supplemented or replaced.
A reference to a clause, part, schedule or attachment is a reference to a $12.7$ clause, part, schedule or attachment of or to this Agreement.
An expression importing a natural person includes any company, trust, $1,2.8$ partnership, joint venture, association, body corporate or governmental agency.
Where a word or phrase is given a defined meaning, another part of speech $12.9$ or other grammatical form in respect of that word or phrase has a corresponding meaning.
A word which denotes the singular also denotes the plural, a word which 1.2.10 denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders.
A reference to the word 'include' or 'including' is to be construed without $1,2,11$ limitation.
A reference to this Agreement Includes the agreement recorded in this $12.12$ Agreement.
Any schedules and attachments form part of this Agreement. $1,2.13$

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Exclusive rights to negotiate sale and purchase

Exclusivity Fee

$\overline{2}$

Within 5 Business Days of the Commencement Date, Focus must pay the Exclusivity $2.1$ Fee:
to Matador or any person nominated by Matador to Focus in writing; and $2.1.1$
by bank cheque or any other method nominated in writing by Matador to $2.1.2$ Focus.

Exclusive right to negotiate sale and purchase of Shares

In consideration of the payment of the Exclusivity Fee, Matador and Redemption $2.2$ agree not to, without the prior written consent of Focus, be directly or indirectly involved, in any capacity whatsoever, negotiating with, soliciting, seaking out or entering into any agreement or understanding with any person other than Focus with respect to the sale of all or part of the Shares prior to the earlier of the expiry of the Exclusivity Period or the termination of this Agreement.

Exclusive right to negotiate sale and purchase of Assets

In consideration of the payment of the Exclusivity Fee, Matador and Redemption 23 agree not to, without the prior written consent of Focus, be directly or indirectly involved, in any capacity whatsoever, negotiating with, soliciting, seeking out or entering into any agreement or understanding with any person other than Focus with respect to the sale of all or part of the Assets prior to the earlier of the explry of the Exclusivity Period or the termination of this Agreement.

Completion of sale agreement between Parties

The Parties agree and acknowledge that if: $3.1.$
Focus and Matador complete the sale of the Shares prior to the expiry of $3.1.1$ the Exclusivity Period; or
Focus and Redemption complete the sale of the Assets prior to the expiry $3.12$ of the Exclusivity Period,

the Exclusivity Fee will be credited towards the consideration payable by Focus:

to Redemption for the Assets; or $3.1.3$
to Matador for the Shares, $3.1.4$

as the case may be.

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A PHILLIPS FOX

Sole responsibility of Focus

Focus as manager of Exploration Joint Venture

Notwithstanding anything in the Exploration Joint Versure Agreement or the Plant and Equipment Joint Venture Agreement, Focus will be deemed to:
have been the manager of the Exploration Joint Venture and the Plant and 4.1.1 Equipment Joint Venture and, subject to this Agreement, to have the rights and obligations of the Manager under the Exploration Joint Venture Agreement and the Piant and Equipment Joint Venture Agreement; and
have the right to determine, without reference to Redemption, all activities 4.1.2 of each of the Exploration Joint Venture and the Plant and Equipment Joint Venture.

with effect from 1 January 2008 until the earlier of:

the expiration of the Exclusivity Period: 4.1.3
completion of a sale of the Shares by Matador to Focus; and $4.1.4$
completion of a sale of the Assets by Redemption to Focus. 4.1.5

Focus responsible for joint venture expenditure during Sole Responsibility Period

Subject to clause 4.4. Focus will be solely responsible for meeting all EJV 42 Expenditure, all PEJV Expenditure and all costs associated with any Mining Joint Venture, the Exploration Joint Venture and the Plant and Equipment Joint Venture during the Sole Responsibility Period.
Without limiting clause 4.2 but subject to clause 4.4, neither Redemption nor Matador 4.3 will be liable for any EJV Cash Call or PEJV Cash Call issued during the Sole Responsibility Period.

Consequences of no agreement as to sale of Shares or Assets

$4_A$ If:

Focus and Matador have not completed the sale of the Shares prior to the $4.4.1$ expiry of the Exclusivity Period; and

Focus and Redemption have not completed the sale of the Assets prior to 4.4.2 the expliy of the Exclusivity Period.

Focus must give written notice to Redemption of any amounts paid by Focus during the Exclusivity Period pursuant to clause 4.2 within 10 Business Days of the explay of the Exclusivity Period.

Upon the expiry of the Sole Responsibility Period, and subject to Focus having given 4.5 notice in accordance with clause 4.4, 50% of any amounts paid by Focus during the Sole Responsibility Period pursuant to clause 4.2 or clause 4.3 will be deemed to have been made on behalf of Redemption and Redemption must repay those

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4.6

$47$

Exclusivity Agreement

amounts to Focus by bank cheque (or such other method as is nominated in writing to Redemption by Focus) within 10 Business Days of the expiry of the Sole Responsibility Period.

For the avoidance of doubt, any amounts paid by Focus during the Sole Responsibility Period pursuant to clause 4.2 or unpead by Redemption in accordance with clause 4.5 will not result in the dilution of Redemption's interest in the Plant and Equipment John Venture, the Exploration Joint Venture or any Mining Joint Venture and that interest, in each case, will remain at 50% during the Sole Responsibility Period.

If clause 4.4 applies and any amounts repayable by Redemption in accordance with clause 4.5 are not repaid within 90 days of the expiry of the Sole Responsibility Period, Redemption's interest in the Plant and Equipment Joint Venture, the Exploration Joint Venture or any Mining Joint Venture will be diluted in accordance with the terms of the Exploration Joint Venture Agreement and the Plant and Equipment Joint Venture Agreement.

Consent and waiver of rights by Focus to sale for equal or higher value offer

Waiver of rights with respect to Third Party Share Sale

lf. 5.1

Focus and Matador have not completed the sale of the Shares prior to the $5.1.1$ expiration of the Exclusivity Period; and

within 8 months of the expiration of the Exclusivity Period, Matador receives $5.1.2$ an offer to purchase the Shares from a third party for consideration (objectively determined) having an equal or higher value than the value (objectively determined) of the highest offer made by Focus in respect of the purchase of the Shares during the Exclusivity Period (Third Party Share-Sale),

then Focus hereby consents to the Third Party Share Sale for the purposes of:

clause 28.6(d) of the Exploration Joint Venture Agreement; and $5.1.3$

clause 22.6(d) of the Plant and Equipment Joint Venture Agreement. 5.1.4

Waiver of rights with respect to Third Party Asset Sale

止 5.2

Focus and Redemption have not completed the sale of the Assets prior to $52.1$ the expiration of the Exclusivity Period; and
within 6 months of the expiration of the Exclusivity Period, Redemption $5.2.2$ receives an offer to sell the Assets to a third party for consideration (objectively determined) having an equal or higher value than the value

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Exclusivity Agreement

DLA PHILLIPS FOX

(objectively determined) of the highest offer made by Focus in respect of the purchase of the Assets during the Exclusivity Period (Third Party Asset Sale).

then Focus hereby consents to the Third Party Asset Sale and waives its rights under each of:

clause 28.2 of the Exploration Joint Venture Agreement; and 52.3

clause 22.2 of the Plant and Equipment Joint Verture Agreement 524

with respect to that Third Party Asset Sale.

No waiver of rights by Redemption

For the avoidence of doubt, except to the extent expressly provided for in clause 4, 5.3 nothing in this Agreement shall be construed as a waiver of rights or release of claims by Redemption under the Exploration Joint Venture Agreement or the Plant and Equipment Joint Venture Agreement, Including but not limited to any rights of preemption or rights of first refusal held by Redamption.

Term and termination

$6.2$

This Agreement takes effect on the Commancement Date and remains in force $6.1.1$ tations terminated by either Party in accordance with this Agreement.

Either Party may terminate this Agreement inunediately if any of the following occurs:

The other Party commits a material breach of this Agreement which is not 6.2.1 rectifiable.
The other Party fails to rectify a material breach of this Agreement which is 6.2.2 rectifiable within 10 Business Days after receiving a written notice specifying the breach and requiring recitlication.
An insolvency Event happens to the other Party. 6.2.3
No Party is entitled to terminate this Agreement except as expressly permitted in this 6.3 Agreement.

Notices

Giving notices

Any notice or communication given to a Party under this Agreement is only given if it $7.1$ is in writing and sent in one of the following ways.
Delivered or posted to that party at its address and marked for the attention $7.1.1$ of the relevant department or officer (if any) set out below.

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PHILLIPS FOX

Exclusivity Agreement

Faxed to that party at its fax number and marked for the attention of the 7.1.2 relevant department or officer (if any) set out below.

Matador
Name:	Matador Mining Pty Ltd
Address:	220 9797 45th Avenue, Edmonton, Alberta CANADA T6E 5V8
Fax number.	+1 (780) 439 7308
Attention:	Mr John Williamson

Redemption

Name:	Redemption Management Pty Ltd
Address:	220 9797 45th Avenue, Edmonton, Alberta CANADA T6E 5V8
Fax number:	$+1$ (780) 439 7308
Altention:	Mr John Williamson $\bullet$

Focus		٠
Name:	Focus Minerals Ltd
Address:	Level 3, 105 St Georges Terrace, Perth, Western Australia
Fax number:	$+ (618)$ 9215 7888
Attention:	Mr Peter Williams

Change of address or fax number

Each Party may from time to time change its address or fax rumber or by giving $7.2$ notice in accordance with this clause 7 to the other Parties.

Time notice is given

Any notice or communication is to be treated as given at the following time: $7.3$
If it is delivered, when it is left at the relevant address. 7.3.1
If it is sent by post; two (or, in the case of a notice or communication posted $7.3.2$ to another country, nine) business days after it is posted.
If it is sent by fax, as soon as the sender receives from the sender's fax 7.3.3 machine a report of an error free transmission to the correct fax number.
However, if any notice or communication is given, on a day that is not a business day 7.4 or after 5pm on a business day, in the place of the party to whom it is sent it is to be treated as having been given at the beginning of the next business day.

Miscellaneous 8

Approvals and consents

Unless this Agreement expressly provides otherwise, a Party may give or withhold an 81 approval or consent in that Party's absolute discretion and subject to any conditions determined by the party. A Party is not obliged to give its reasons for giving or withholding a consent or approval or for giving a consent or approval subject to conditions.

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DLA PHILLIPS FOX

Where this Agreement refers to a matter being to the 'satisfaction' of a party, this 8.2 means to the satisfaction of that party in its absolute discretion.

Assignments and transfers

A party must not assign or transfer any of its rights or obligations under this 8.3 Agreement without the prior written consent of each of the other parties.

Costs

Except as otherwise set out in this Agreement, each party must pay its own costs and $8.4$ expenses in relation to preparing, negotiating, executing and completing this Agreement and any Agreement related to this Agreement.

Entire agreement

This Agreement contains everything the parties have agreed in relation to the subject $8.5$ matter it deals with. No party can rely on an earlier written Agreement or anything said or done by or on behalf of another party before this Agreement was executed.

Inconsistent agreements

This Agreement contains everything the parties have agreed in relation to the subject -8.6 if there is any inconsistency between this Agreement and:
the Exploration Joint Venture Agreement; or $8.6.1$
the Plant and Ecuapment Joint Venture Agreement, 8.8.2
this Agreement prevails to the extent of the inconsistency.

Execution of separate Agreements

This Agreement is property executed if each party executes either this Agreement or 8.7 an identical Agreement. In the latter case, this Agreement takes effect when the separately executed Agreements are exchanged between the parties.

Further acts

8.8

Each party must at its own expense promptly execute all Agreements and do or use reasonable endeavours to cause a third party to do all things that another party from time to time may reasonably request in order to give effect to, perfect or complete this Agreement and all transactions incidental to it.

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Exclusivity Agreement

Goods and services tax

Where: 8.9
A Party (Supplier) makes a taxable supply to another Party (Recipiera), 8.9.1 the Recipient must pay to the Supplier an additional amount equal to the GST payable by the Supplier (unless the consideration for that taxable supply is expressed to include GST). The additional arrount must be paid when any consideration for the taxeble supply is first paid or provided. The Supplier must provide to the Recipient a tax invoice at the time of payment.
A Party indemnifies, reimburses or makes a contribution (Contribution) to 8.9.2 the other Party, and the other Party can obtain an input tex credit on an acquisition associated with the Contribution, the amount of the Contribution for the first Party is reduced by the amount of that input tax credit. The reduction is to be made before any increase under clause 8.9.1.
Terms are used in this clause they have the meanings given to them in the 8.9.3 A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Governing law and jurisdiction

This Agreement is governed by the law of Western Australia. The parties submit to $0.10$ the non-exclusive jurisdiction of its courts and courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis.

Joint and individual liability and hanefits

Except as otherwise set out in this Agreement, any agreement, covenant, $8.11$ representation or warranty under this Agreement by two or more persons binds them jointly and each of them individually, and any benefit in favour of two or more persons is for the benefit of them jointly and each of them individually,

Severability

Each provision of this Agreement is individually severable. If any provision is or $8.12$ becomes illegal, unenforceable or invalid in any jurisdiction it is to be treated as being severed from this Agreement in the relevant jurisdiction, but the rest of this Agreement will not be affected. The legality, validity and enforceability of the provision in any other jurisdiction will not be affected.

Variation

No variation of this Agreement will be of any force or effect unless it is in writing and 8.13 signed by each party to this Agreement.

Walvers

A waiver of any right, power or remedy under this Agreement must be in writing 8.14 signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

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DLA PHILLIPS FOX

Exclusivity Agreement

$8.15$

$\frac{8}{9}$

$\alpha$

No. 2337

The fact that a party falls to do, or delays in doing, something the party is entitled to do under this Agreement does not amount to a waiver.

$\mathbf i$

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شها No. 2337

DLA PHILLPS FOX +61 8 6467 600 2. May. 2008 14:20

AI assistant

FOCUS MINERALS LTD — Major Shareholding Notification 2008

64932_rns_2008-05-01_4159fb6b-8ad9-415c-aaf5-bd597eb3f952.pdf

Focus Minerals Limited (FML) - Notice of initial substantial holder for Committee Bay Resources Inc. and its controlled entities

Form 603

Section 671B

2. Details of voting power

3. Details of relevant interests

Details of present registered holders 4.

$\approx$ The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

ß. Consideration

6. Associates

7. Addresses

Signature

DIRECTIONS

SHARE SALE AGREEMENT

BETWEEN

RECITALS

Ground Water Licences means:

Tenements means:

$1.2$ interpretation

CONDITIONS PRECEDENT $\mathbf{2}$

$21$ Conditions

Benefit of Conditions $2.2$

$23$ Best Endeavours

$24$ Satisfaction or Waiver

TRANSACTION $3.$

Agreement to buy and sell Vendor Share $3.1$

$3.2$ Consideration

JOINT VENTURE AGREEMENTS $\overline{\mathbf{A}}$

EXCLUSIVITY AGREEMENT 5.

6. SETTLEMENT

Time and Location of Seiflement 6.1

Vendor's obligations at Settlement $6,2$

Purchaser's obligations at Settlement $6.3$

Repayment of the Vendor's Loan 64

Conditions of Settlement $6.5$

6.6 Confidential Information and Mining Information

$6.8$ Escrow of Consideration Shares

Taxation 6.9

COVENANTS BY THE VENDOR AND THE COVENANTOR $\mathbf{Z}$

$7.1$ Covenants about the Company

Event affecting value of Vendor Share $7.2$

REPRESENTATIONS AND WARRANTIES BY THE VENDOR AND THE COVENANTOR 8.

$8.1$ Representations and Warranties

Repetition on Settlement Date 8.2

Limitation on Warranites 8.3

Sale of UDS Assets 6.4

GENERAL REPRESENTATIONS AND WARRANTIES BY ALL PARTIES 9.

10. INDEMNITIES

CONFIDENTIALITY Ħ.

11.1 Terms to remain confidential

$11.2$ Disclosure of Information

$11.3$ Obligations continuing

$II.4$ ASX Listing

11.5 TSX Listing

$12$ DEFAULT

NOTICES 13.

Requirements for Notice $13.1$

sent by facsimile to the facsimile number, $\left( c\right)$

Address of Parlies $13.2$

$13.3°$ Change of Address

$13.4$ Receipt of Notice

GST LIABILITY 14.

$15.$ NON-ASSIGNMENT

FURTHER ASSURANCE 16.

GOVERNING LAW $17.$

VARIATION 18.

COSTS 19.

19.1 Stamp Duty

19.2 Legal Costs

$20.$ MISCELLANEOUS

$20,1$ Enforcement of Provisions

$20.2$ Sole Understanding

20.3 Counterports

20.4 Time

SCHEDULE 1

Covenantor

SCHEDULE 2 - WARRANTIES

Share capital

FOCUS MINERALS LTD Major Shareholding Notification 2008

$13.3^°$ Change of Address

$2₁$ Effect of this Agreement

CONVERSION FORMULA. $3₃$

PURCHASER SHARES ALLOTTED ON CONVERSION $3_A$