Oz Yellow Uranium Limited entered into a binding heads of agreement to acquire Certain Northern Territory tenements, Ngalia Basin Uranium Prospects and Liverpool Uranium Project from Eclipse Metals Limited (ASX:EPM) on November 29, 2021. Under the terms, Eclipse Metals Limited will receive 60% of all fully paid ordinary shares in Oz Yellow upon its listing on the ASX, of which half will be distributed in specie to Eclipse shareholders in proportion to their existing shareholding in Eclipse, enabling Eclipse and its shareholders the ability to maintain exposure to the NT Projects via its equity interest in Oz Yellow. Eclipse will also receive AUD 0.255 million from Oz Yellow in cash and a 4% NSR royalty.

Eligible Eclipse shareholders will also have the opportunity to increase their exposure to the NT Projects by participating in a top up offer to be included as part of Oz Yellow's IPO. The transaction is conditional upon the parties obtaining all shareholder and regulatory approvals, Oz Yellow receiving application to subscribe for Oz Yellow Shares to raise at least AUD 20 million under an Initial Public Offer and Oz Yellow receiving conditional approval from ASX regarding its admissions to the official list of the ASX. Eclipse Metals Ltd (ASX:EPM) has revised its terms with Oz Yellow Uranium Limited for the divestment of the non-core Ngalia Basin and Liverpool uranium projects in the Northern Territory.

As a result of the company's discussions with Oz Yellow, the parties have agreed to extend the date to June 30, 2022, on which Oz Yellow may undertake an IPO and seek a listing onto the official list of the ASX, both of which form conditions precedent to the proposed transaction. The consideration payable to Eclipse will comprise Fully paid ordinary shares in Oz Yellow which will equate to between 42% and 49% of Oz Yellow upon its listing on the ASX (depending on the amount raised under the IPO), of which a portion will be distributed in specie to Eclipse shareholders on a pro-rata basis, Unlisted options in Oz Yellow which will equate to between 28% and 32% of Oz Yellow (on a fully diluted basis) upon its listing on the ASX (depending on the amount raised under the IPO); AUD 255,000 in cash plus a further cash payment of an amount equal to all expenditure costs to be incurred by Eclipse on the NT projects until completion of the proposed transaction up to a maximum amount of AUD 250,000; and a 2% NSR royalty