As agreed under the Term Sheet, Sultan Resources Limited will acquire the Kember and Ruddy Project rights from XS Minerals Ltd, subject to satisfying the Conditions Precedent and agrees to issue: XSM a total of 34,905,660 fully paid ordinary shares ("Consideration Shares"), being
AUD 1,850,000 worth of fully paid ordinary shares in the capital of the Company at a deemed issue price of $0.053 of the 10-day VWAP per Consideration Share, as calculated for the 10 days prior to the date of the Term Sheet (subject to a floor price of AUD 0.05) to be issued subject to shareholder approval; XSM (and/or their nominee) AUD 185,000 and CAD 6,000 cash consideration; and the Canadian Vendors CAD 120,000 cash consideration. Additionally, the Canadian Vendors will retain a 1.5% New Smelter Royalty (NSR) for each of the Kember
Project and the Ruddy Project. The NSR will have a buyback of 0.5% for CAD 500,000 per project. A facilitation fee is payable comprised of 6% of the total value of the Consideration and a transaction management fee of AUD 60,000. Settlement of the Acquisition is subject to Sultan completing a capital raising and obtaining all necessary regulatory and shareholder approvals, and the parties entering into the applicable royalty deeds in respect of the NSR ("Conditions Precedent").