Belararox Limited (ASX:BRX) has signed a Non Binding Terms Sheet to acquire Fomo Ventures No 1 Pty Ltd from Octo Opportunities Pty Ltd and BL Family Nominees Pty Ltd for AUD 3.7 million on January 3, 2023. As on March 23, 2023, Belararox Limited (ASX:BRX) has entered into a binding agreement to acquire Fomo Ventures No 1 Pty Ltd. BRX to pay a deposit of AUD 0.14 million to the Vendors as follows: A non- refundable deposit of AUD 0.36 million within seven (7) days of the Execution Date of the Terms Sheet (Exclusivity Fee); and AUD 0.11 million within seven (7) days of the execution of the Share Purchase Agreement. In consideration for the Acquisition, BRX will at settlement issue to the Vendors - 2,500,000 fully paid ordinary shares in the capital of BRX (Consideration Shares), subject to a 12-month voluntary escrow period applicable from the date of issue of the Consideration Shares; 1,000,000 options with an exercise price of AUD 0.95 and expiring on 6 June 2024 (Consideration Options), 10,500,000 Performance Shares (Performance Shares) as follows: 2,500,000 Stage 1 Performance Shares upon achieving a drilling intersection of at least 30m @ 1.0% ZnEq.; 4,000,000 Stage 2 Performance Shares upon achieving a JORC compliant Inferred Resource of at least 25Mt > 1% ZnEq @0.80% ZnEq Cut off.

4,000,000 Stage 3 Performance Shares upon achieving a JORC compliant Inferred Resource of at least 50Mt > 0.5% CuAuEq @0.30% CuAuEq Cut off. The Terms Sheet is subject to several conditions’ precedent including – If required, securing shareholder and regulatory approvals including ASX approval of the terms of the Performance Shares to be issued to the Vendors; Completion of technical, financial, corporate and legal due diligence to the satisfaction of BRX, including confirmation of the transfer of title to the Tenements and good standing of the Tenements; Completion of a site visit by the BRX technical team; Execution of suitable management agreements with the management team of the Vendors to enable management of the exploration of the Tenements and to provide marketing support to BRX; Negotiation and execution of a binding agreement reflecting the terms of the NBTS together with the Royalty Agreement; and Variations to certain payment provisions under the Option Agreements. The end date for the Acquisition is on February 28, 2023, or such other date as agreed in writing between the Parties.

As of April 27, 2023, Belararox's shares approved the issuance of Shares, Performance Shares, and options to sellers. As of May 16, 2023, Acquisition documents executed and all conditions precedent under the binding agreement fulfilled. Completion of technical, financial, corporate and legal due diligence.

BRX Board approval granted for the issue of securities to the Vendors.