(a) Nominal cash consideration of A$1.00 payable on execution of...

(a) Nominal cash consideration of A$1.00 payable on execution of the SSA.

(b) Settlement is subject to the satisfaction or waiver
of the conditions precedent, which include: (i) Paladar providing the Company and/or Lochinvar with all information necessary for the Company and/or Lochinvar to provide the Coal Authority (UK) (Authority) written notice of the Transaction and resulting change of control, and the Authority: A. B. confirming it will not impose any conditions on the Transaction; or providing conditional approval of the Transaction, on terms satisfactory to the parties (acting reasonably); and (ii) the parties obtaining all necessary third-party, board of directors, shareholder and regulatory approvals, consents and waivers to allow the parties to lawfully complete the Transaction and any other matters set out in the SSA.

(c) On and from completion of the SSA, Lochinvar grants the Company and its successors, and permitted assigns forever, a A$1.00 per tonne royalty, payable on the first 15,000,000 tonnes of any minerals, ores or concentrates extracted from the licences comprising the Lochinvar Project which are sold or otherwise disposed of (Royalty).