Consideration Under the Agreement, in consideration for the tenement and technology assets held by Flash, the Company has agreed to pay the following consideration: a) 100m fully paid ordinary shares in MTM (Shares) (Consideration Shares) to be issued to the Majority Vendors and Minority Vendors (collectively the Vendors); 5 b) 50m quoted options with an exercise price of $0.25 and expiring 26 November 2024 (ASX:MTMO) to be issued to the Vendors (Quoted Consideration Options); c) 37.5m performance rights (Consideration Performance Rights) to be issued to Sandton Capital Pty Ltd (or its nominees), of which: i. 12.5m will vest and convert to Shares following the receipt of drilling results of >10m at >1,000ppm total rare earth oxide (TREO) and/or >0.5% Nb2O5 on the WA REE Tenements (Milestone 1), ii. 12.5m will vest and convert to Shares upon delineation of a JORC compliant inferred resource of >10MT at >1,000ppm TREO and/or >0.5% Nb2O5 on the WA REE Tenements (Milestone 2), and iii. 12.5m will vest and convert to Shares upon delineation of a JORC inferred resource of >20MT at >1,000 ppm TREO and/or >0.5% Nb2O5 on WA REE Tenements (Milestone 3); and d) 15m unquoted options to acquire Shares with an exercise price of $0.25 and an expiry date of 30 December 2026 (Unquoted Consideration Options) to be issued to Sandton Capital Pty Ltd (or its nominees), of which: - 5m vest upon achieving Milestone 1; - 5m vest upon achieving Milestone 2; and - 5m vest upon achieving Milestone 3. The Consideration Shares, Quoted Consideration Options, Consideration Performance Rights and Unquoted Consideration Options are together, the Consideration Securities.
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