The Board of Minotaur intends to demerge Breakaway Resources Pty Ltd on November 10, 2021. Under the terms of transaction, Breakaway Resources Pty Ltd (“Breakaway”), via a pro-rata in specie distribution of Breakaway shares (the “Demerger”) to Minotaur shareholders. The Demerger enables Minotaur shareholders to retain full exposure to the value and the potential upside of these assets and the benefit of Minotaur's highly credentialed board and management team in a clearly focused exploration company which is intended to be listed on the Australian Securities Exchange. The Offer and Demerger will be undertaken in parallel, with the Demerger completed by way of an equal capital reduction. Under the proposed Demerger, eligible Minotaur shareholders will receive shares in Breakaway on a pro-rata basis for Minotaur shares they hold at the record date for the Demerger. Minotaur current board, management and staff will transfer to Breakaway. Minotaur shall procure that all intergroup loans between members of the Minotaur Group arising before the Record Date for the Demerger are fully discharged or forgiven before the Demerger Group ceases to be part of the Minotaur Group and the Demerger is completed. Minotaur must prepare a Notice of Meeting that is consistent with this agreement and the Demerger Terms and which comply with the Corporations Act and relevant ASIC regulatory guides. Minotaur must, to the extent practicable, give Andromeda a reasonable opportunity to review an advanced draft of the Notice of Meeting and consult in good faith with Andromeda with respect to any comments Andromeda or its Representatives have on the Notice of Meeting and in particular to any values ascribed to Demerger Assets.

Breakaway intends to apply for listing on the ASX (subject to receipt of necessary approvals) raising new equity through issue of a Prospectus. The Demerger is subject to Minotaur shareholder approval. The Demerger timetable will be set out in Minotaur's Notice of Meeting. The Demerger is subject to the fulfilment of the following conditions and shall only take effect if: (a) the Conditions are either satisfied or waived; and (b) Sandfire Resources Limited agrees and consents to the arrangements in clause 2(e) above; (c) OZ Minerals Limited agrees and consents to the arrangements in clause 2(h) above. and such conditions may only be waived with the consent of Andromeda in its absolute discretion. Demetallica expect to go for IPO Capital Raising im february 2022 and expect to list on stock exchange on April 2022 onwards. The Shareholder approval was given at a meeting on January 20, 2022. The Record date will be on January 27, 2022. The transaction will be effective on February 3, 2022. Minotaur has appointed Argonaut PCF as financial advisor and Steinepreis Paganin as legal advisor.

Minotaur Exploration Limited completed the Spin-Off of Breakaway Resources Pty Ltd on February 3, 2022.