Appendix 1 Material Terms of the RCF VII Term Loan Matter Detail...

Appendix 1 Material Terms of the RCF VII Term Loan Matter Detail Amount: US$25M Purpose:


To fund construction of the Montepuez project. Repayment Date: Three years from drawdown. Establishment Fee: 2% of the Term Loan paid in cash or shares (@ 30-day VWAP) Early Repayment Fee: None Interest Rate: 10% per annum, payable quarterly in arrears.

Interest payments: In cash or shares at Company’s election for 1st 12 months After the first 12 months, the ability to take cash or shares this will be at election of RCF. Security:

All Group and project assets. Options: The Company will grant RCF VII ~333mil options at an exercise price at a price of 10 cents each.

The Options will have an expiration date of five years from the issue date. The grant of these options is subject to shareholder approval at a shareholder meeting planned for June 2018.

The number of options will be subject to the USD/AUD exchange rate at the date of completion.

Conditions Precedent:

1. Completion of RCF project and Company due diligence

2. Transaction documents to be agreed and executed.

3. Battery Minerals completing a capital raising of a minimum A$35M less RCF’s of US$5M.

4. Battery Minerals obtaining all required shareholder approvals for the term sheet, including for issue of shares on exercise of the Options.

5. The issue of the Options.

6. Material contracts in place and to RCF satisfaction.

7. Confirmation, to RCF satisfaction, of third party commitments such that – in conjunction with the RCF Funding Package – construction of Montepuez is fully funded.


8. RCF investment team site visit.

9. RCF Investment Committee approval.

10.All required government and regulatory approvals.

11.Battery Minerals providing certain information regarding the Montepuez project to RCF.

12.Confirmation that Battery Minerals is in compliance with all applicable laws and not in possession of ‘excluded information’.

13.RCF confirmation that appropriate security is available and, if required by RCF, discharge of any security interests

14.Other conditions which RCF considers necessary resulting from its due diligence findings.


15.Transaction documents to be agreed and executed. Indebtedness Battery Minerals cannot enter into borrowings or other financial indebtedness except: (a) under the Term Loan; (b) leasing facilities up to an aggregate of A$5 million; (c) credit given on the purchase of goods and services required for the carrying on of its day to day mining business; (d) non-recourse borrowings; (e) inter-company loans; and (f) with the written consent of RCF