Consideration Under the Agreement, in consideration for the...

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.