Announcement PDF ASX ANNOUNCEMENT 23 September 2026 Critical Resources Limited – www.criticalresources.com.au Level 45, 108 St Georges Terrace, Perth WA 6000 P: +61 (8) 9465 1024 E: info@criticalresources.com.au ASX:CRR CRITICAL RESOURCES SECURES EXCLUSIVE RIGHTS TO 164 KM² ADVANCED GOLD PROJECT IN SURINAME’S EMERGING GUIANA SHIELD GOLD PROVINCE Rare ASX first-mover exposure to a historic gold district with 150 years of mining activity, granted mining tenure and largely untested hard-rock exploration potential. - Critical Resources has secured exclusivity to acquire a major new gold opportunity in Suriname’s Guiana Shield. CRR has secured exclusivity to acquire a 90% interest in the Gonini Gold Project, comprising approximately 164 km² of granted exploitation (mining) rights across two tenements in the historic Sara Creek gold district - Suriname. - First-mover ASX-listed gold exploration in Suriname. Critical Resources becomes the first ASX-listed company in many decades to explore for gold in Suriname, offering Australian investors rare exposure to the Guiana Shield at a time when major international mining companies and strategic investors are increasingly recognising the region’s gold discovery potential. - Opportunities to expand in Suriname and across the Guiana Shield. Gonini is intended to be the foundation asset for CRR's gold strategy in the region, with the Company continuing to review further opportunities in Suriname, Guyana and French Guiana. - 150 years of gold mining - with the hard-rock discovery opportunity still largely untested. Gold was discovered in the Sara Creek district in 1876, and generations of small-scale miners have worked its alluvial, saprolite and weathered-bedrock gold. Despite this long mining history, there is no record of modern exploration across the Gonini rights to investigate their underlying hard-rock potential. - Historical gold recovery on Gonini - an established artisanal footprint to guide modern exploration. The Vendor has held rights in the district since 2012 and conducted small-scale mining before operations were suspended in 2020. Existing workings across the Project expose saprolite and weathered bedrock, providing CRR with practical starting points for geological mapping, channel sampling and the search for potential primary gold sources. - Surrounded by the geological province that hosts Suriname’s major gold mines. Gonini is situated within the Marowijne greenstone belt, approximately 66 km from Newmont’s Merian mine and 88 km from Zijin’s Rosebel mine. These established operations demonstrate the regional gold endowment of the belt, although their mineralisation is not indicative of what may be found at Gonini. - A compelling combination of scale, structure and exploration upside. Gonini’s granted rights are interpreted to straddle the Paramaka greenstone–tonalite/granodiorite contact, a geological setting associated with orogenic gold mineralisation elsewhere in the region. CRR intends to investigate this prospective contact, associated structures and the extensive artisanal footprint through a systematic exploration program. - Granted mining rights provide a strong platform for exploration and potential development. Unlike early- stage exploration applications, Gonini comprises existing exploitation rights that provide for exploration, mining, processing and sale of minerals, subject to applicable approvals and obligations. This tenure gives CRR a platform from which to assess both discovery opportunities and potential future development pathways. Critical Resources Limited – www.criticalresources.com.au Level 45, 108 St Georges Terrace, Perth WA 6000 P: +61 (8) 9465 1024 E: info@criticalresources.com.au ASX:CRR - Global gold capital is moving into Suriname. Major investors have backed fellow Suriname explorers Founders Metals, Miata Metals and Greenheart Gold all listed in Canada. Gold Fields has agreed to invest C$77 million in Founders Metals to reach approximately 19.9%, while La Mancha has invested in Miata and holds a strategic interest in Greenheart. These transactions highlight growing investor interest in Suriname’s gold exploration sector, without implying a comparable outcome for CRR. As of today, CRR is the only ASX listed company which has rights to explore a granted and advanced mining right in Suriname currently. - The South American counterpart to West Africa’s prolific Birimian gold belts. The Guiana Shield and the West African Craton were once a single geological province - the same Birimian-age greenstone terranes that host mineral-rich Ghana and Côte d'Ivoire run through Suriname, with a fraction of the systematic modern exploration. - From historical gold workings to a pipeline of modern drill targets. Existing access, artisanal workings and camp infrastructure give CRR a practical starting point for exploration. The Company intends to move from historical data compilation and field mapping into systematic sampling, geochemistry and target generation - with the objective of identifying and prioritising Gonini’s most compelling hard-rock gold targets for drilling. CAUTIONARY STATEMENTS – GREENFIELD STATUS & PROXIMITY STATEMENT This announcement contains references to exploration results derived by other parties on properties nearby or proximate to the Project and includes references to topographical or geological similarities to that of the Gonini Project. It is important to note that such discoveries or geological similarities do not in any way guarantee that the Company will have any success or similar successes in delineating a JORC compliant Mineral Resource, if at all. Gonini Project is a greenfield exploration project. No Mineral Resources or Ore Reserves have been estimated for the Project, and no Exploration Results are reported. Completion of the Acquisition is subject to conditions precedent that may not be satisfied. Figure 1 – Location of the Gonini Gold Project, Sara Creek district, Suriname. Geological map of the West African Birimian greenstone belt and the correlative greenstone belts of the Guiana Shield, with the location of major deposits and projects. Critical Resources Limited – www.criticalresources.com.au Level 45, 108 St Georges Terrace, Perth WA 6000 P: +61 (8) 9465 1024 E: info@criticalresources.com.au ASX:CRR Critical Resources Limited (ASX: CRR) (Critical Resources or the Company) is pleased to announce that it has entered into an exclusivity agreement and negotiated key commercial terms for entry into the Suriname gold sector with N.V. Gonini Mining Company (GMC), an arm’s length private Surinamese company (the Vendor), for the proposed acquisition of a 90% interest in the Gonini Gold Project (Gonini or the Project) for staged cash and share consideration (the Acquisition). Figure 2 – Location of Gonini Gold Project and other gold occurrences within Suriname and the greenstone belt. Gonini comprises two granted exploitation rights (recht tot exploitatie) covering ~164 km² in the historic Sara Creek district. The Project sits within the Paleoproterozoic Guiana Shield greenstone province that hosts Merian (Newmont) and Rosebel (Zijin) in Suriname and, further west, major deposits and discoveries in Guyana5,8,10. Importantly, despite generations of artisanal mining, there is no record of modern systematic exploration on the Gonini rights themselves. Completion of the Acquisition will be subject to conditions precedent. On Completion, the Company will hold 90% of the shares in a Surinamese company that will hold the Project and will be manager and operator. Deferred consideration and a minimum exploration commitment are payable over the five years following Completion. Full negotiated but non-binding terms are summarised under Acquisition Terms below. Critical Resources Limited – www.criticalresources.com.au Level 45, 108 St Georges Terrace, Perth WA 6000 P: +61 (8) 9465 1024 E: info@criticalresources.com.au ASX:CRR Critical Resources Managing Director, Tim Wither, commented: 'We believe Gonini gives Critical Resources a rare first-mover position on the ASX: a large, granted gold tenure package in Suriname at a time when global mining capital is increasingly recognising the discovery potential of the Guiana Shield. This is a gold province with major mines, major discoveries and growing strategic investment - but still a fraction of the modern exploration maturity seen elsewhere along the Guiana Shield greenstone belt.' 'The recent trajectory of Suriname explorers demonstrates what systematic modern exploration can potentially unlock. Founders Metals has delivered high-grade discoveries at Antino and attracted Gold Fields; Miata has moved rapidly from first drilling to multiple discoveries at Sela Creek and attracted La Mancha; and Greenheart has progressed Tosso Creek from grassroots work into drilling while also securing La Mancha as a strategic shareholder. Gonini is earlier stage but the regional playbook is clear: artisanal gold footprint, systematic geochemistry followed by targeted drilling. 'What excites us about Gonini is the combination of scale, historic mining activity and geological position. Subject to negotiation and entering into a binding agreement and completion we will have an interest in ~164 km² of granted exploitation rights across a recognised greenstone corridor, with artisanal workings, exposed saprolite and weathered bedrock, and an interpreted greenstone–granitoid contact. That gives our team multiple vectors to rapidly generate and rank hard-rock gold targets. 'For Australian investors, direct listed exposure to Suriname gold has historically been extremely limited. As of today, this changes with CRR being the first mover. Data compilation begins immediately; fieldwork is planned for the coming dry season and Gonini is intended to be the first step in building a strategic Suriname and Guiana Shield gold portfolio.' SURINAME AND THE GUIANA SHIELD - A proven producing jurisdiction. Rosebel (Zijin, in production since 2004) and Merian (Newmont, in production since 2016) have together underpinned more than two decades of continuous large-scale gold mining in Suriname. Rosebel has reportedly produced 5.65 Moz of Au between 2004 and 2021 and was acquired by Zijin from IAMGOLD for US$360M in January 2023; Merian commenced with 5.1 Moz Au in reserves and a projected mine life of ~15 years10. Gold accounted for ~79% of Suriname’s exports (~US$2.0 billion) in 2024 9. - Established mining law and title. Mineral rights are granted by the Geology and Mining Department (GMD) under the Mining Decree 1986 in a three-tier hierarchy - reconnaissance, exploration and exploitation - and are held through a locally incorporated N.V. Exploitation rights are up to 25 years, extendable, and carry the exclusive right to mine, process and sell6,9. - Strategic capital is validating the Suriname exploration thesis. Gold Fields has agreed to subscribe C$77M into Founders Metals and is expected to hold ~19.9% on closing. La Mancha holds 19.9% of Miata Metals following a C$25.2M financing in August 2026 and 19.9% of Greenheart Gold; Greenheart separately completed a C$59.85M financing in April 20261,2,3,13. - Peer exploration has shown how quickly value-driving targets can emerge from artisanal ground. Founders has reported multiple discoveries at Antino, including 28.0 m at 14.27 g/t Au at Upper Antino; Miata has reported results including 30 m at 4.06 g/t Au and 63 m at 1.44 g/t Au at Sela Creek; and Greenheart commenced drilling at Tosso Creek after trench results including 56.0 m at 0.97 g/t Au and 7.0 m at 4.57 g/t Au1,2,3. These results are from other companies’ projects reported under National Instrument 43-101 and are not indicative of mineralisation at Gonini. All intervals above are as publicly reported by Critical Resources Limited – www.criticalresources.com.au Level 45, 108 St Georges Terrace, Perth WA 6000 P: +61 (8) 9465 1024 E: info@criticalresources.com.au ASX:CRR the relevant company and are down-hole or trench lengths; true widths are not known and the results have not been independently verified by Critical Resources. - A geological analogue to the West African Birimian Shield - with far less modern exploration. The Guiana Shield and the West African Birimian Shield are interpreted to have been contiguous prior to the opening of the Atlantic and share a comparable Paleoproterozoic orogenic gold architecture¹. The Birimian as a whole hosts an estimated 500+ Moz of discovered gold (historical production plus current reserves and resources); the Guiana Shield around 100 Moz². The Guiana Shield has seen materially less systematic modern exploration than its West African counterpart³ - which is the basis of the exploration case. Suriname gold sector overview: major producers and high-profile listed explorers Company Listing Suriname Projects Status (September 2026) Newmont NYSE: NEM Merian (75% Newmont / 25% Staatsolie) 5.1 Moz reserves at commencement; ~15- year mine life projected10.(reported under SEC Regulation S-K 1300 and not in accordance with JORC) Zijin Mining SSE: 601899 Rosebel Gold Mines N.V. 5.65 Moz produced since 200410. Founders Metals TSXV: FDR Antino Exploration; Upper Antino reported 28.0 m @ 14.27 g/t Au. Gold Fields strategic investment to ~19.9%1.(reported under NI 43-101 and not in accordance with JORC). Greenheart Gold TSXV: GHRT Majorodam, Igab, Tosso Creek Exploration; Tosso Creek advanced from soils/trenching to drilling. La Mancha 19.9%3,13. Miata Metals TSXV: MMET Sela Creek and Nassau Exploration; Sela Creek results include 30 m @ 4.06 g/t Au and 63 m @ 1.44 g/t Au. La Mancha 19.9%2.(reported under NI 43-101 and not in accordance with JORC). Table 1 - Selected producers and explorers active in the Suriname greenstone belt (refer Sources appendix). Third-party results and ownership have not been independently verified by Critical Resources and are provided for regional and jurisdictional context only. Results from other projects are not indicative of mineralisation at Gonini. SARA CREEK - 150 YEARS OF GOLD, NOW A MODERN EXPLORATION OPPORTUNITY The birthplace of Suriname’s gold industry. Gold was discovered on the Sara Creek (Sara Kreek) in 1876, triggering Suriname’s first gold rush; by 1882 some 587,000 ha of concessions had reportedly been granted across the district and a railway from Paramaribo reached the Sara Creek area by 19115,14. The district has been worked more or less continuously since then by small-scale and alluvial miners and, since the 1964 completion of the Afobaka Dam, by dredges on the Brokopondo reservoir, which flooded the lower Sara Creek valley5,14. Historical underground workings at Filao and early-twentieth-century steam-mining relics on the Sara Creek provide evidence of primary, bedrock-hosted gold in the district, not solely alluvial accumulations5. A recognised but under-explored gold corridor. Sara Creek sits on the north-west-trending gold corridor of the eastern Marowijne Greenstone Belt, which also hosts the Lely Mountains and Benzdorp goldfields, and is underlain principally by Paramaka Formation volcanics and associated shear zones5. Kioe-A-Sen et al. (2016) note that, because of remoteness and difficult access, systematic exploration of this corridor has been limited Critical Resources Limited – www.criticalresources.com.au Level 45, 108 St Georges Terrace, Perth WA 6000 P: +61 (8) 9465 1024 E: info@criticalresources.com.au ASX:CRR and no large-scale operation has been developed on it, despite more than a century of small-scale mining5. The only major-company program in the district, IAMGOLD’s 2007–09 drilling on the adjoining Sarakreek block, tested two zones and was not continued (refer The Gonini Gold Project)4. Same belt, same controls, same weathering profile. The Marowijne belt (c. 2.26–2.09 Ga) hosts every significant gold deposit in Suriname, including Rosebel ~88 km to the north-west and Merian ~66 km to the north5,10. Mineralisation across the belt is orogenic, hosted in quartz and quartz-carbonate vein systems controlled by lithological contacts, particularly granitoid–greenstone contacts, fold hinges and sub-vertical shear corridors5,16. A deep tropical weathering profile - saprolite and laterite locally exceeding 100 m - has generated the supergene and alluvial gold that has sustained artisanal mining for generations, and today provides a surface vector to underlying potential primary mineralisation5,15. Surface soils over lateritic duricrust are typically leached of gold, so effective exploration relies on base-of-laterite and saprolite sampling, auger geochemistry and geophysics rather than conventional soil surveys15 - the approach set out under Exploration Strategy. Why this matters. Sara Creek combines three attributes rarely found together at this stage: a proven regional greenstone-belt address, more than 150 years of local gold production, and very limited systematic modern exploration. Subject to Completion, CRR will hold a 90% interest in the company that holds ~164 km² of granted exploitation rights at a time when major and specialist mining investors are committing substantial capital to other explorers across the Suriname belt. Gonini remains greenfield and untested by CRR, but the scale of tenure and existing artisanal footprint provide a broad platform from which to generate multiple hard-rock targets. Cautionary Statement - Historical production and exploration referred to above relates to the Sara Creek district generally and to properties other than the Gonini rights. They are as publicly reported and have not been verified by the Company and are not necessarily indicative of mineralisation on the Project. No Exploration Results are reported for Gonini. THE GONINI GOLD PROJECT - A LARGE, GRANTED AND UNTESTED TENURE POSITION The ~164 km² Gonini Gold Project is located in the Sipaliwini and Brokopondo Districts of eastern Suriname, approximately 160 km south of Paramaribo (Figure 2). The Project is accessed by sealed road to Afobaka, then by boat across the Brokopondo reservoir and unsealed road, or by light aircraft to the Sarakreek airstrip. It comprises two granted exploitation rights held by N.V. Gonini Mining Company: GMD 570A/15 (~8,680 ha) in the north, east of the Sara Creek and south of the Brokopondo reservoir, and GMD 571A/15 (~7,688 ha) approximately 47 km to the south-west, north of the Jai Creek6. Gonini sits within the Paramaka Formation, a sequence of metavolcanics and metasediments that extends for over 100 km and hosts numerous artisanal mining operations, including the Sara Kreek gold fields3,5. The northern right lies within the Sara Kreek gold fields (Figure 3); the southern right lies on the same north–south trend between the former IAMGOLD Sarakreek concession, drilled in 2007–09, and Greenheart Gold’s Tosso Creek project3,4,7. Regionally the sequence is isoclinally folded and cut by a major east-northeast structural break, with the Central Guiana Shear Zone, associated with Antino and Sela Creek, lying to the west3,5. Both rights are interpreted to be underlain by volcano-sedimentary and granitic rock units, with the greenstone–batholith contact running through the Project. Across the district, gold is associated with quartz veining, lithological contacts and zones of enhanced strain along and within a few kilometres of this contact; Greenheart reports the same controls at Tosso Creek3. Artisanal mining occurs across both rights, in alluvial gravels, saprolite and locally in weathered bedrock, both within the volcano-sedimentary units and proximal to the granite contact. Vendor-supplied reports describe quartz-vein stockworks in pit walls but contain no original assay data and are not relied on. Critical Resources Limited – www.criticalresources.com.au Level 45, 108 St Georges Terrace, Perth WA 6000 P: +61 (8) 9465 1024 E: info@criticalresources.com.au ASX:CRR IAMGOLD reported drill intersections at the Awari and Sula zones on the adjoining Sarakreek ground in 2008; a 28-hole, 1,235 m reverse-circulation program in Q3 2009 found mineralisation was not continuous between the two zones and the ground was subsequently relinquished4. The Gonini exploration rights were granted in 2012 and converted to exploitation rights in 2015. Despite the extent of artisanal mining, there is no record of any modern systematic exploration having been carried out on either right to identify the hard-rock source of the gold that has been mined. The Company has not undertaken any sampling on the Project and reports no Exploration Results. Figure 3 – Gonini Project northern and southern tenure, Greenheart Gold (TSXV: GHRT) Tosso Creek project (refer to GHRT announcement August 20, 2026) and nearby transport access. Both Gonini rights are exploitation rights granted by the Minister of Natural Resources on 4 August 2015 under the Mining Decree 1986 (GMD 570A/15 and 571A/15). Under the Decree, an exploitation right confers on its holder the exclusive right to mine, process, transport and market the minerals for which it is granted, to construct works and buildings on the terrain, and to continue reconnaissance and exploration within it (Article 34). Exploitation rights may be granted for up to 25 years and extended on application lodged at least two years before expiry (Article 33); the Gonini rights were granted for 15 years and run to August 2030 and, unlike an exploration right, are not subject to periodic relinquishment or expenditure-based extension conditions (Article 27). In return, the holder must conduct operations, mark the terrain, report quarterly and annually to GMD and pay royalty on production (Articles 35 and 65)6. For Critical Resources, subject to the negotiation and entering into a binding agreement, this has three practical consequences. First, security of tenure: the rights are registered, free of mortgages and attachments, and are permitted to August 2030, with extension available on application; the Company, as Critical Resources Limited – www.criticalresources.com.au Level 45, 108 St Georges Terrace, Perth WA 6000 P: +61 (8) 9465 1024 E: info@criticalresources.com.au ASX:CRR manager, will prepare the extension application ahead of the August 2028 deadline, and is not exposed to the conversion process, State participation option (Article 32) or reduction in area that an explorer must navigate before it can mine. Second, optionality: the Company may progress directly from exploration to bulk sampling or trial mining on the same title if results warrant, subject to approvals and community consultation. Third, an operating platform: lawful small-scale mining has been conducted on both rights, providing access, camps and local knowledge from the outset. Transfer of the rights into the joint venture company requires written GMD approval and registration (Articles 11 and 13) and forms part of the conditions precedent6. Figure 4 – Excavator-assisted workings on the Gonini Project [circa 2020]: (left) pit wall exposing the weathering profile from lateritic cover into saprolite; (right) excavator feeding a sluice at the pit face. Figure 5 – Aerial view of active artisanal workings on the Gonini Project [circa 2020], showing cleared alluvial flats, settling ponds and camp infrastructure within the forested Sara Creek catchment. Critical Resources Limited – www.criticalresources.com.au Level 45, 108 St Georges Terrace, Perth WA 6000 P: +61 (8) 9465 1024 E: info@criticalresources.com.au ASX:CRR Figure 6 – Artisanal pit workings on the Gonini Project [circa 2019] (left) pit in saprolite exposing coarse quartz- rich gravels; (right) small-scale pump-and-sluice operation on the pit floor. Figure 7 – Vendor field camp and quad-bike transport (left) and cleared access track (right) on the Gonini Project [circa 2019]. Figure 8 – Boat landing on the Brokopondo reservoir with fuel and supply drums (left) and the settlement and access road at the landing (right). Critical Resources Limited – www.criticalresources.com.au Level 45, 108 St Georges Terrace, Perth WA 6000 P: +61 (8) 9465 1024 E: info@criticalresources.com.au ASX:CRR Figure 9 – Excavator-assisted workings on the Gonini Project with small-scale pump-and-sluice operation on the pit floor [circa 2020]. Figure 10 – Aerial view of the Gonini Project - looking east [circa 2020]. Critical Resources Limited – www.criticalresources.com.au Level 45, 108 St Georges Terrace, Perth WA 6000 P: +61 (8) 9465 1024 E: info@criticalresources.com.au ASX:CRR EXPLORATION STRATEGY - RAPIDLY CONVERTING ARTISANAL FOOTPRINT INTO DRILL TARGETS CRR's immediate objective following Completion will be to convert Gonini's extensive artisanal mining footprint and favourable structural setting into a ranked pipeline of drill-ready hard-rock targets. The first program will seek to compile historical district data, complete site and community engagement, and channel-sample exposed pit walls, saprolite and weathered bedrock to a disclosable QA/QC standard. Systematic geochemistry, trenching and targeted geophysics will then focus the search toward the most compelling structures and lithological contacts before drilling. This is the same broad exploration sequence being applied successfully across the Guiana Shield: start with the artisanal footprint, establish a systematic geochemical and structural framework, then drill the highest- conviction targets. Desktop and data-acquisition work is planned to commence immediately and run in parallel with satisfaction of the conditions precedent: - Desktop structural study. Compilation of historical district data to produce a first-pass structural map. If no suitable airborne data can be obtained, a drone or helicopter magnetic survey will be planned over priority areas. - Site visit and community engagement. Paramaribo and Sara Creek, including consultation with the Ndyuka (Okanisi) communities of the Sara Creek territory and existing artisanal operators. - First-pass sampling. Reconnaissance channel sampling of pit-wall stockwork and weathered-bedrock exposures on both rights, with appropriate QA/QC procedures, analysis by an accredited laboratory in Paramaribo and umpire assays at an independent laboratory. - First-pass soil geochemistry. B-horizon sampling on lines spaced 800 m apart with samples at 100 m stations across the interpreted greenstone–batholith contact, with mechanised augers available from the outset given the depth of tropical weathering. - Infill and auger-paired sampling. Infill lines over coherent anomalies, with auger holes paired at each station and sampled at two depths to screen out transported responses beneath any laterite and duricrust. ACQUISITION TERMS The Company has entered into an exclusivity agreement with N.V. Gonini Mining Company (the Vendor), holder of 100% of the exploitation rights comprising the Project (Appendix A), setting out the key commercial terms set out below, to be documented in a formal binding acquisition agreement, for the Company to acquire 90% of the shares in a Surinamese company (N.V.) that will hold the Project (the Acquisition). None of the Vendor's shareholders, directors or officers are persons to whom ASX Listing Rule 10.1 applies. No person referred to in Listing Rule 10.11 will be issued securities in connection with the Acquisition. The Company does not consider that the Acquisition will result in a significant change to the nature or scale of its activities for the purposes of Listing Rule 11.1. - Signing payment. US$50,000 on execution of a binding term sheet. The Company has separately paid the Vendor a non-refundable exclusivity payment of US$40,000 which will be deducted from the signing payment. Critical Resources Limited – www.criticalresources.com.au Level 45, 108 St Georges Terrace, Perth WA 6000 P: +61 (8) 9465 1024 E: info@criticalresources.com.au ASX:CRR - Conditions precedent. Legal, title and technical due diligence, including written GMD confirmation of the registered holder, status, term and boundaries of both rights; delivery of all Project data; any approvals or notifications required under the Mining Decree 1986; and execution of formal acquisition and shareholders' agreements. Due diligence and exclusivity period of 60 days from execution, extendable by a further 30 days at the Company’s election; long-stop date 120 days. - Completion payment. On satisfaction of the conditions precedent (Completion), US$200,000 cash and 10,000,000 CRR shares (Consideration Shares). The Consideration Shares will be issued using the Company's placement capacity under Listing Rule 7.1, subject to necessary shareholder and regulatory approvals. - Deferred consideration. On each anniversary of Completion: Year 2 US$250,000; Year 3 US$350,000; Year 4 US$500,000; Year 5 US$650,000. - Exploration expenditure. US$2,500,000 over five years. The Company will maintain the rights in good standing. - Reversion. If the Company fails to make any deferred payment or exploration expenditure when due, or otherwise breaches a material term of the formal agreements, its 90% interest reverts to the Vendor together with all exploration data and the Company will have no further liability. Consideration already paid will not be refundable. The Company may elect not to make a deferred payment, in which case reversion applies. - Joint venture. CRR 90% / Vendor 10%, CRR as manager and operator. The Vendor's 10% is free-carried to a Decision to Mine. The Vendor will also hold a 2% net smelter return royalty, which the Company may buy back in increments of 0.5% for US$500,000 per 0.5% (US$2,000,000 for the full 2%). If the Vendor proposes to sell its 10% interest, the Company has a first right to acquire that interest at a value determined by independent valuation. If the Vendor elects to retain its 10% interest, it must contribute its proportionate share of project expenditure from that time. - Finder's fee. The Com