sorry old terms this is the new offer.Key Terms of the Sale...

sorry old terms this is the new offer.
Key Terms of the Sale Agreement:
1. MRG purchased:
(a) all of the shares in Trophosys Pty Ltd (Trophosys) from its shareholders (Trophosys
Purchase); and
(b) all of the shares in Sofala Resources Pty Ltd (Sofala) from its shareholders (Sofala
Purchase), which includes the Mozambique Company holding the agreed Heavy Mineral
Sands assets in Mozambique.
2. The total consideration for the Sofala Purchase and the Trophosys Purchase was:
(a) 90,000,000 quoted ordinary shares in MRG Metals Limited (MRG Share), together
with one free attaching MRQOB Option for each MRG Share issued (Consideration Shares
and Options);
(b) 160,000,000 Class A Performance Rights in MRG Metals Limited (MRG), each
convertible to 1 fully paid MRG Share on the publishing of a JORC 2012-compliant Mineral
Resource suitable for a scoping study of greater than 350,000,000 tonnes at a minimum of
5% Total Heavy Mineral (THM) within two years of completion of the Sofala Purchase and
the Trophosys Purchase (Completion); and
(c) 320,000,000 Class B Performance Rights in MRG, each convertible to 1 fully paid
MRG Share following completion of a Scoping Study on the HMS Projects showing positive
economics combined with a MRG Board decision to commence a PFS within 60 days
following completion of the Scoping Study
(d) If the HMS Projects are sold at a valuation greater than $100 million cash or based on
consideration that is valued by an Independent Expert’s Report, prior to the completion of
(b) or (c), then all shares under (b) and (c) will be issued.
(e) Reimburse Sofala loans (not to exceed US$100,000).
3. MRG will be responsible for payment of any tax payable by the Sofala shareholders and the
Trophosys shareholders to the Mozambique Authorities directly arising from the Sofala
Purchase.
4. All Consideration Shares and Options will be subject to voluntary escrow for a period of 12
months from date of issue. The shares to be issued pursuant to the Class A Performance
Rights and Class B Performance Rights will be subject to voluntary escrow for a period of 3
months from the date of issue. If MRG sells the HMS Projects, then any period of voluntary
escrow on foot will cease on the date of completion of that sale.