Announcement PDF MTM Critical Metals Limited ACN 645 885 463 Notice of General Meeting A general meeting of the Company will be held as follows: Time and date: 10:30am (AWST) on Thursday 14 March 2024 Location: Suite 2, 38 Colin St, West Perth WA 6005 The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (08) 6391 0112. Shareholders are urged to vote by lodging the Proxy Form MTM Critical Metals Limited ACN 645 885 463 (Company) Notice of General Meeting Notice is hereby given that a general meeting of Shareholders of MTM Critical Metals Limited will be held at Suite 2, 38 Colin St, West Perth WA 6005 on Thursday 14 March 2024 at 10:30am (AWST) (Meeting). The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice. The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Tuesday 12 March 2024 at 5.00pm (AWST). Terms and abbreviations used in the Notice are defined in Schedule 1. Agenda Resolution 1 – Ratification of issue of T1 Conversion Shares To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,971,854 T1 Conversion Shares under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’ Resolution 2 – Approval to issue T2 Conversion Shares To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 10,653,146 T2 Conversion Shares, on the terms and conditions in the Explanatory Memorandum.’ Resolution 3 – Approval to issue Conversion Options To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 7,812,500 Conversion Options, on the terms and conditions in the Explanatory Memorandum.’ Page 2 3477-6011-4217, v. 22 Resolution 4 – Approval to issue Consideration Shares To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 100,000,000 Consideration Shares, on the terms and conditions in the Explanatory Memorandum.’ Resolution 5 – Approval to issue Consideration Performance Rights To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 37,500,000 Consideration Performance Rights, on the terms and conditions in the Explanatory Memorandum.’ Resolution 6 – Approval to issue Unquoted Consideration Options To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 15,000,000 Unquoted Consideration Options, on the terms and conditions in the Explanatory Memorandum.’ Resolution 7 – Approval to issue Quoted Consideration Options To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 50,000,000 Quoted Consideration Options, on the terms and conditions in the Explanatory Memorandum.’ Resolution 8 – Ratification of issue of Tranche 1 Placement Shares To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of: (a) 9,943,708 Tranche 1 Placement Shares under Listing Rule 7.1; and (b) 9,943,708 Tranche 1 Placement Shares under Listing Rule 7.1A, on the terms and conditions in the Explanatory Memorandum.’ Page 3 3477-6011-4217, v. 22 Resolution 9 – Approval to issue Tranche 1 Placement Options To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 9,943,708 Tranche 1 Placement Options, on the terms and conditions in the Explanatory Memorandum.’ Resolution 10 – Approval to issue Tranche 2 Placement Shares To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 42,612,584 Tranche 2 Placement Shares, on the terms and conditions in the Explanatory Memorandum.’ Resolution 11 – Approval to issue Tranche 2 Placement Options To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 21,306,292 Tranche 2 Placement Options, on the terms and conditions in the Explanatory Memorandum.’ Resolution 12 – Approval to issue Director Placement Shares To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution, the following: ‘That, pursuant to and in accordance with Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue of Shares to the Participating Directors (or their respective nominees) as follows: (a) up to 2,312,500 Placement Shares to John Hannaford; (b) up to 2,312,500 Placement Shares to David Izzard; (c) up to 250,000 Placement Shares to Lachlan Reynolds; and (d) up to 125,000 Placement Shares to Anthony Hadley, on the terms and conditions in the Explanatory Memorandum.’ Resolution 13 – Approval to issue Director Placement Options To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution, the following: Page 4 3477-6011-4217, v. 22 ‘That, pursuant to and in accordance with Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of Options to the Participating Directors (or their respective nominees) as follows: (a) up to 1,156,250 Placement Options to John Hannaford; (b) up to 1,156,250 Placement Options to David Izzard; (c) up to 125,000 Placement Options to Lachlan Reynolds; and (d) up to 62,500 Placement Options to Anthony Hadley, on the terms and conditions in the Explanatory Memorandum.’ Resolution 14 – Approval to issue Lead Manager Options To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 12,000,000 Lead Manager Options, on the terms and conditions in the Explanatory Memorandum.’ Resolution 15 – Approval to issue Director Options To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 10.11, sections 195(4) and 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of Options to the Recipient Directors (or their respective nominees) as follows: (a) up to 5,000,000 Director Options to John Hannaford; (b) up to 2,000,000 Director Options to David Izzard; (c) up to 2,000,000 Director Options to Lachlan Reynolds; and (d) up to 1,000,000 Director Options to Anthony Hadley, on the terms and conditions in the Explanatory Memorandum.’ Resolution 16 – Approval to issue Adviser Options To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 10,000,000 Adviser Options, on the terms and conditions in the Explanatory Memorandum.’ Page 5 3477-6011-4217, v. 22 Resolution 17 – Approval to issue Director Appointment Options To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: ‘That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,000,000 Director Appointment Options, on the terms and conditions in the Explanatory Memorandum.’ Voting exclusions Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of: (a) Resolution 1: by or on behalf of a person who participated in the issue of the T1 Conversion Shares, or is a counterparty to the agreement being approved, or any of their respective associates; (b) Resolution 2: by or on behalf of a person who is: (i) expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the T2 Conversion Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates; and (ii) excluded from voting on Resolution 1; (c) Resolution 3: by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Conversion Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (d) Resolution 4: by or on behalf of the Vendors or Sandton (or their respective nominees) or a person who will obtain a material benefit as a result of the proposed issue of the Consideration Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (e) Resolution 5: by or on behalf of Sandton (or its nominees) or a person who will obtain a material benefit as a result of the proposed issue of the Consideration Performance Rights (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (f) Resolution 6: by or on behalf of Sandton (or its nominees) or a person who will obtain a material benefit as a result of the proposed issue of the Unquoted Consideration Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (g) Resolution 7: by or on behalf of the Vendors or Sandton (or their respective nominees) or a person who will obtain a material benefit as a result of the proposed issue of the Quoted Consideration Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (h) Resolution 8: by or on behalf of a person who participated in the issue of the Tranche 1 Placement Shares, or is a counterparty to the agreement being approved, or any of their respective associates; Page 6 3477-6011-4217, v. 22 (i) Resolution 9: by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Tranche 1 Placement Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates. (j) Resolution 10: by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the issue of the Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (k) Resolution 11: by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the issue of the Tranche 2 Placement Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (l) Resolution 12(a), (b), (c) and (d): by or on behalf of the Participating Directors (or their respective nominees) and any other person who will obtain a material benefit as a result of the issue of the Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (m) Resolution 13(a), (b), (c) and (d): by or on behalf of the Participating Directors (or their respective nominees) and any other person who will obtain a material benefit as a result of the issue of the Director Placement Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (n) Resolution 14: by or on behalf of the Lead Manager (or its respective nominees) or a person who will obtain a material benefit as a result of the issue of the Lead Manager Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (o) Resolution 15(a), (b), (c) and (d): by or on behalf of the Recipient Directors (or their respective nominees), and any other person who will obtain a material benefit as a result of the issue of the Director Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (p) Resolution 16: by or on behalf of Sandton (or its nominees), or any other person who will obtain a material benefit as a result of, the proposed issue of the Adviser Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; and (q) Resolution 17: by or on behalf of Mr Hadley (or his nominees), and any other person who will obtain a material benefit as a result of the issue of the Director Appointment Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates. The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or Page 7 3477-6011-4217, v. 22 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BY ORDER OF THE BOARD Lachlan Reynolds Managing Director MTM Critical Metals Limited Dated: 7 February 2024 Page 8 3477-6011-4217, v. 22 MTM Critical Metals Limited ACN 645 885 463 (Company) Explanatory Memorandum 1. Introduction The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Suite 2, 38 Colin St, West Perth WA 6005 on Thursday 14 March 2024 at10:30am (AWST). The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 2 Action to be taken by Shareholders Section 3 Background to Resolutions 1, 2 and 3 – Convertible Note Raise Section 4 Background to Resolutions 4, 5, 6 and 7 – Acquisition of Flash Metals Section 5 Background to Resolutions 8, 9, 10, 11, 12, 13 and 14 – Capital Raising Section 6 Resolution 1 – Ratification of issue of T1 Conversion Shares Section 7 Resolution 2 – Approval to issue T2 Conversion Shares Section 8 Resolution 3 – Approval to issue Conversion Options Section 9 Resolution 4 – Approval to issue Consideration Shares Section 10 Resolution 5 – Approval to issue Consideration Performance Rights Section 11 Resolution 6 – Approval to issue Unquoted Consideration Options Section 12 Resolution 7 – Approval to issue Quoted Consideration Options Section 13 Resolution 8 – Ratification of issue of Tranche 1 Placement Shares Section 14 Resolution 9 – Approval to issue Tranche 1 Placement Options Section 15 Resolution 10 – Approval to issue Tranche 2 Placement Shares Section 16 Resolution 11 – Approval to issue Tranche 2 Placement Options Section 17 Resolution 12 – Approval to issue Director Placement Shares Section 18 Resolution 13 – Approval to issue Director Placement Options Section 19 Resolution 14 – Approval to issue Lead Manager Options Section 20 Resolution 15 – Approval to issue Director Options Section 21 Resolution 16 – Approval to issue Adviser Options Section 22 Resolution 17 – Approval to issue Director Appointment Options Schedule 1 Definitions Schedule 2 Terms and Conditions of the Quoted Options Schedule 3 Terms and Conditions of the Unquoted Consideration Options Schedule 4 Terms and Conditions of the Consideration Performance Rights Schedule 5 Terms and Conditions of the Director Options, Adviser Options and Director Appointment Options Schedule 6 Valuation of Director Options A Proxy Form is located at the end of the Explanatory Memorandum. 2. Action to be taken by Shareholders Shareholders should read the Notice, including the Explanatory Memorandum, carefully before deciding how to vote on the Resolution. 2.1 Voting in person To vote in person, attend the Meeting on the date and at the place set out above. 2.2 Voting by proxy A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Please note that: (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; Page 2 3477-6011-4217, v. 22 (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and (d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Section 250BC of the Corporations Act provides that, if: (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; (b) the appointed proxy is not the chair of the meeting; (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and (d) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution, the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. 2.3 Chair's voting intentions The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. 2.4 Submitting questions Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at simon.adams@mtmmetals.com.au by5:00pm on Tuesday 12 March 2024. Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair. The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold). Page 3 3477-6011-4217, v. 22 3. Background to Resolutions 1, 2 and 3 – Convertible Note Raise As announced on 21 November 2023, the Company executed binding convertible note agreements (Convertible Note Agreements) with a syndicate of sophisticated and institutional investors, for an investment in the Company of $1,000,000 (before costs) (Convertible Note Raise). Pursuant to the Convertible Note Agreements, the Company has issued 1,000,000 convertible notes (Convertible Notes) to 18 noteholders (Noteholders) The terms of the Convertible Notes are set out below: Issuer Company Noteholders Sophisticated, wholesale, professional investors or other investors exempt from offer document disclosure by way of section 708 of the Corporations Act. None of whom are a Material Investor. Face value $1,000,000 Issue date The Convertible Notes were issued on 21 November 2023. Maturity date 12 months from the Issue Date. Conversion The Convertible Notes will convert into 15,625,000 Shares which rank pari passu with other Shares (Conversion Shares), as follows: • 4,971,854 Conversion Shares (T1 Conversion Shares) were issued on 18 January 2024 without Shareholder approval utilising the Company’s placement capacity under Listing Rule 7.1; and • subject to Shareholder approval being received pursuant to Resolution 2, 10,653,146 Conversion Shares (T2 Conversion Shares) may be issued with Shareholder approval under Listing Rule 7.1. For every two Conversion Shares issued, subject to Shareholder approval of Resolution 3 pursuant to Listing Rule 7.1, one free attaching quoted Option (ASX:MTMO) will be issued exercisable at $0.25 and expiring 26 November 2024 (Conversion Option). The conversion price will be $0.064 (being a 20% discount to the issue price under the Placement and Entitlement Offer). Conversion will take place at the same time as allotment of shares in the next capital raise of the Company. On conversion, the Company will apply to ASX to have the Conversion Shares and Conversion Options quoted on ASX. Repayment The Principal Sum and Interest accrued under the Note capitalise and convert into Shares and free attaching Options (as detailed in Conversion above) and will not be repaid in cash. Interest 12% per annum (first 90 days of the Convertible Note is interest-free) paid at conversion as per Conversion details above. Security The money advanced to the Company via the Convertible Notes is unsecured. Shareholder Approval and Listing Rules The issue of the Convertible Notes was made without Shareholder approval. Of the 15,625,000 Conversion Shares required to be issued upon conversion of the Convertible Notes: • 4,971,854 Conversion Shares were issued without Shareholder approval under Listing Rule 7.1 (the subject of Resolution 1); and Page 4 3477-6011-4217, v. 22 • 10,653,146 Conversion Shares (being the balance of the Conversion Shares) will be issued subject to Shareholders approving Resolution 2. The 7,812,500 Conversion Options will be issued subject to Shareholders approving Resolution 3. Fees The Company signed a mandate agreement with Rockford Partners Pty Ltd (Rockford) who received a management fee of 2% of the Convertible Note amount raised and a capital raising commission of 4% of the capital raised through the Convertible Note. Mr John Hannaford, who is the Non-Executive Chairman of the Company, and Mr David Izzard, who is a Non-Executive Director of the Company, are directors of Rockford. Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of 4,971,854 T1 Conversion Shares. Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 to approve the issue of up to 10,653,146 T2 Conversion Shares. Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 to approve the issue of up to 7,812,500 Conversion Options. 4. Background to Resolutions 4, 5, 6 and 7 – Acquisition of Flash Metals 4.1 Flash Agreement As announced on 19 December 2023, the Company has entered into a binding agreement with the shareholders (Vendors) of Flash Metals Pty Ltd (ACN 664 621 292) (Flash Metals) pursuant to which the Company will acquire 100% of the issued capital in Flash Metals (Acquisition) (Flash Agreement). Flash Metals: (a) holds or will hold, a 100% interest in E 80/5858, E 80/5874, E 80/5875, E 70/6048 and E 70/6359 located in Western Australia (WA REE Tenements); and (b) holds or will hold an option (via an interest in FJ Processing Pty Ltd) (FJH Option) to enter into exclusive negotiations to licence various patents related to early-stage processing technology for REE and precious metals known as Flash Joule Heating (FJH), which has been developed by researchers at William Marsh Rice University (Rice University). Pursuant to the Flash Agreement: (a) Consideration The Company has agreed to pay the following consideration: (i) subject to Shareholders approving Resolution 4, 100,000,000 Shares (the Consideration Shares) to be issued to the Vendors (or their nominees); (ii) subject to Shareholders approving Resolution 5, 37,500,000 Performance Rights (the Consideration Performance Rights) to be issued to Sandton or its nominees, of which: Page 5 3477-6011-4217, v. 22 (iii) (iv) (A) 12,500,000 Performance Rights will vest and convert to Shares following the receipt of drilling results at >10m at > 1,000ppm TREO and/or >0.5% Nb2O5 on the WA REE Tenements (Milestone 1); (B) 12,500,000 Performance Rights will vest and convert to Shares upon delineation of a JORC compliant inferred resource of > 10MT at > 1,000ppm TREO and/or >0.5% Nb2O5 on the WA REE Tenements (Milestone 2); and (C) 12,500,000 Performance Rights will vest and convert to Shares upon delineation of a JORC inferred resource of >20MT at > 1,000 ppm TREO and/or >0.5% Nb2O5 on the WA REE Tenements (Milestone 3); and subject to Shareholders approving Resolution 6, 15,000,000 unquoted Options with an exercise price of $0.25 and an expiry date of 30 December 2026 (the Unquoted Consideration Options) to be issued to Sandton, of which: (A) 5,000,000 vest upon achieving Milestone 1; (B) 5,000,000 vest upon achieving Milestone 2; and (C) 5,000,000 vest upon achieving Milestone 3; and subject to Shareholders approving Resolution 7, 50,000,000 Quoted Options (the Quoted Consideration Options) to be issued to the Vendors (or their nominees), (collectively, the Consideration Securities). (b) Escrow Vendors who subscribed for Flash Metals shares for nominal consideration (approximately 71% of the registered holders) have undertaken to enter into a 6 month voluntary escrow deed in respect of their Consideration Securities. Vendors who paid cash for their Flash Metals shares will not have their Consideration Securities escrowed (approximately 29% of the registered holders, which collectively invested over $1 million). (c) Conditions precedent Completion of the Acquisition (Completion) is or was subject to the satisfaction (or waiver) of certain conditions including (A) the Company obtaining Shareholder approval under Listing Rule 7.1 to issue the Consideration Securities (the Shareholder Approval Condition); and (B) Flash Metals completing the acquisition of the WA REE Tenements under relevant option agreements; (C) Flash Metals acquiring 100% of the issued capital in FJ Processing Pty Ltd (the entity which holds the FJH Option); Page 6 3477-6011-4217, v. 22 (D) certain Vendors entering into 6-month voluntary escrow deeds in respect of their Consideration Securities; and (E) receipt of any necessary third party consents. With the exception of the Shareholder Approval Condition, all conditions precedent to the Flash Agreement have been satisfied. (d) Application of Technology to the Existing Projects and WA REE Tenements Flash Metals will assist procuring future access to the Flash Joule technology and the facilities at Rice University, to enable MTM to undertake tests of ore from its own REE carbonatite and clay projects. REE mineralisation is typically complex and processing methods are often very complicated, costly and environmentally hazardous. If testing of the REE mineralisation using a new innovation can result in a simpler and less costly processing circuit this will aid the overall project development economic