Orion Metals Limited entered into an exclusive binding Terms Sheet with Winfield Minerals Pty Ltd. (`Winfield') on 5 March 2021 in respect of the sale and purchase of the 4 mining leases (`Tenements') comprising the Top Camp Project ­ considered prospective for gold, copper and other minerals ­ which is located approximately 40 kms south-south-west of Cloncurry, Queensland. The Terms Sheet sets out the principal commercial terms which the parties have agreed upon and intend to replace the Terms Sheet in a fuller form definitive Agreement, not different in substance to the Terms Sheet, as soon as reasonably practical but in any event not later than 4 weeks from the date of the Terms Sheet. The purchase price of the Tenements is $500,000 plus consideration to cover the cost incurred (or to be incurred by the Company in paying for commitments) and also an amount being the value of various securities provided by the Company to, and currently held by, the Queensland Department of Resources in respect of the Tenements.