Lanthanein Resources Limited has entered into a binding farm-in agreement to acquire the right to earn up to a 70% legal and beneficial interest in EL77/2143 ("Tenement") from Gondwana Resources Ltd. (ACN 008 915 311) ("Gondwana") in consideration for $1,500,000 ("Initial Payment") payable within 4 business days of execution of the Agreement (which payment will be made on 6 December 2023). Stage 1 Earn-In: The Company may earn a 50% interest in the Tenement by: Incurring expenditure of not less than $7,000,000 on exploration within three years of the date on which the Initial Payment is made ("Stage 1 Start Date"), including: Not less than $1,000,000 within the first year after the Stage 1 Start Date the Initial Payment is made; and Not less than a cumulative $3,500,000 within the first two years after the Stage 1 Start Date; Paying to Gondwana: First milestone payment of $500,000 cash on the earlier to occur of: the first anniversary of the Stage 1 Start Date; and the date on which the aggregate of exploration expenditure incurred by the Company reaches $1,000,000; Second milestone payment of $500,000 cash on the earlier to occur of: the second anniversary of the Stage 1 Start Date; and the date on which the aggregate of exploration expenditure incurred by the Company reaches $3,500,000; and In the event the Company withdraws from the Agreement prior to the first anniversary of the Stage 1 Start Date (which the Company may do, in its discretion) paying to Gondwana a cash payment of $1,000,000 less any exploration expenditure up to the date of withdrawal, Stage 2 Earn-In: the Company may earn a further 20% interest (for a total 70% interest) in the Tenement by: Sole funding exploration expenditure on the Tenement until a decision to mine is made, within 7 years of the Stage 1 Start Date; and Paying to Gondwana: Third milestone payment of $2,500,000 cash upon electing to proceed with the Stage 2 Earn-In, Election to proceed: At any time during the Stage 1 Earn-in period, the Company may give Gondwana written notice: that it has completed its Stage 1 Commitments; and stating whether or not it elects to proceed with the Stage 2 Earn In, ("First Completion Notice"). Within 7 days from the date on which the First Completion Notice is received by the Tenement Holder, a 50% legal and beneficial interest in the Tenement will be transferred to the Company.

If the Company has elected not to proceed with the Stage 2 Earn In, the parties will execute an exploration joint venture agreement. Final Completion Notice At any time during the Stage 2 Earn-in period but not earlier than: 30 days after the final feasibility study, development proposal and all material information supporting a decision to mine in respect of a designated mining area have been presented to Gondwana; and a reasonable opportunity having been afforded Gondwana to consider the final feasibility study and development proposal, the Company may give Gondwana written notice stating that it has completed the Stage 2 Commitments ("Final Completion Notice"). Within 14 days after the Final Completion Notice is received by the Tenement Holder, a 20% legal and beneficial interest in the Tenement will be transferred to the Company.

If, by the expiry of the Stage 2 Earn-in period, the Company has not delivered a Final Completion Notice to the Tenement Holder, the parties will execute an exploration joint venture agreement. Syndicate Minerals Pty Ltd. ("Syndicate") entered into a term sheet with Gondwana whereby it was granted an effective option to negotiate and introduce, on Gondwana's behalf, the farm-in agreement in relation to the Tenement ("Gondwana Option"). Syndicate holds this Gondwana Option in its capacity as trustee for Jack Capital WA Pty Ltd, Mark Jonathan Sandford, David James Wall, Ashburton Resources Pty Ltd. and Sunrise Australia Pte Ltd. ("Option Vendors").

In consideration for assigning the Gondwana Option to the Company, the Company has agreed, subject to Shareholder approval, to pay the following consideration to the Option Vendors: 100,000,000 fully paid ordinary shares in the capital of the Company ("Shares") within three days of Shareholder approval being received; if the Company has not withdrawn from the Agreement, 100,000,000 Shares on the first anniversary of the execution date of the Agreement ("Commencement Date"); if the Company has not withdrawn from the Agreement, 166,666,666 Shares on the second anniversary of the Commencement Date; and if the Company has not withdrawn from the Agreement, 166,666,666 Shares on the third anniversary of the Commencement Date. In addition to the above: all of the Deferred Consideration Shares will immediately become issuable in the event of a change in control of the Company; if Shareholder approval is not obtained within 3 months from the date of the relevant tranche of Shares, the Company has agreed to pay cash consideration equal to the value of the relevant tranche of Shares at a deemed issue price equal to the 5 trading day volume weighted average of Shares immediately prior to the date of the Shareholders' meeting convened to seek Shareholder approval (or, if no meeting is convened to seek the relevant Shareholder Approval, the 5 trading days after the date the relevant milestone was achieved); and the number of Shares will be adjusted for any subdivision, consolidation etc of the Company's ordinary shares in the same ratio.