Belararox Limited (ASX:BRX) signed a non-binding terms of sheet to acquire the Solwezi East and Chantente exploration licences located in the Zambian Copperbelt from Chemopharm Limited on November 2, 2023. The acquisition includes two tenements (exploration licences) namely 19806-HQ-LEL (Solwezi East) and 19712- HQ-LEL (Chantente). In consideration of the Acquisition, on completion, the Company will: (d) pay to Chemopharm $100,000 in cash; (e) issue to Chemopharm or its nominee: (i) 750,000 fully paid ordinary shares in the capital of the Company (subject to a 12-month period of voluntary escrow from the date of issue of the shares); (ii) 1,000,000 unlisted options in the Company with an exercise price of $0.95 and expiring on 1 June 2024 (subject to cancellation if the term of both tenements are not extended or renewed for at least a period of two years or mining leases are not granted in respect of both tenements); (iii) 2,000,000 listed options in the Company (ASX: BRXOA) with an exercise price of $0.66 and expiring on 13 July 2026 (1,000,000 of which will be subject to voluntary escrow until the term of both tenements are extended or renewed for at least a period of two years or mining leases are granted in respect of both tenements); (iv) the following performance rights (convertible into quoted shares in the Company, expiring on 1 November 2027): (A) 500,000 performance rights with the following vesting milestone: the extension or renewal of both tenements for at least a period of two years or the grant of mining leases in respect of both tenements; (B) 1,000,000 performance rights with the following vesting milestone: on the acquisition of a further mining tenement by the Company in Zambia on terms satisfactory to the Company in all respects; (C) 2,000,000 performance rights with the following vesting milestone: three drilling intersection of at least 30 metres at 0.5% copper metal or a polymetallic equivalent on a tenement; (D) 1,000,000 performance rights with the following vesting milestone: upon a JORC compliant inferred resource being delineated on a tenement of greater than 250,000 t of contained copper metal or a polymetallic equivalent; and (E) 2,000,000 performance rights with the following vesting milestone: upon a JORC compliant inferred resource being delineated on a tenement of greater than 500,000 t of contained copper metal or a polymetallic equivalent.

Subject to the execution of a definitive legally binding agreement between the parties, the Company anticipates that an extraordinary general meeting of the Company will be convened in January 2024 seeking shareholder approval for the issue of these securities. The acquisition of the tenements (Acquisition) is subject to the execution of a definitive legally binding agreement between the parties and other customary conditions precedent including: (a) the Company securing all shareholder and regulatory approvals both in Australia and Zambia required to complete the Acquisition including shareholder approval for the issue of the consideration securities referred to below; (b) completion of technical and legal due diligence by the Company in relation to the tenements satisfactory to the Company in its absolute discretion; and (c) the tenements being in good standing and full force and effect and free from any encumbrances or any liability to forfeiture or non-renewal under the relevant Zambian legislation and revelatory framework.