Ann: HGM: HGM Agrees to Sell Non Core Vanadium Asset, page-2

Sale Agreement Terms Under the terms of the agreement HGM will receive an A$50k non refundable deposit. It will then receive the following consideration subject to the conditions precedent below:  A$500k cash;  62.5m SRN shares (A$750k at deemed price of $0.012), escrowed for six months;  A$650k in cash or share consideration at the election of HGM and payable within 60 days of SRN announcing a PFS for the project with an IRR of over 20% (with the issue price of any shares issued equal to the 5 day VWAP at the time of the announcement); and  A$650k in cash or share consideration at the election of HGM and payable within 60 days of SRN announcing a decision to mine (with the issue price of any shares issued equal to the 5 day VWAP at the time of the announcement). The relevant conditions precedent are: 1. the members of SRN in general meeting approving of the issue and allotment to HGM of the shares forming part of the consideration;


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2. SRN raising A$1 million of equity capital to fund the purchase of the project and exploration in relation to the Tenement; 3. SRN completing due diligence activities to its absolute satisfaction within a period of 14 days from the date of the agreement; 4. ASX not imposing escrow on any of the shares in SRN to be issued to HGM (or its nominee/s) pursuant to the agreement, excluding, for the avoidance of doubt, any voluntary escrow; 5. at the settlement date, the tenement being in good standing, full force and effect and free of encumbrances and not liable to cancellation or forfeiture; 6. the parties satisfying all legislative and regulatory requirements applicable to the transactions contemplated in the agreement; and 7. the parties obtaining all consents and approvals necessary to effect the transactions contemplated in the agreement, including without limitation any consent or approval required pursuant to the Mining Act.
The transaction is expected to complete before the end of the current calendar year.

CB
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