DMC Mining Limited has entered into a binding term to acquire Veridis Energie SARL from Michael Minosora and Sam Randazzo for approximately AUD 131.84 million on June 24, 2024. The consideration payable in respect of the Veridis Acquisition comprises:- a) an exclusivity fee of AUD 0.009 million cash payable to Veridis upon signing of the binding agreement. This has already been paid; b) the issue of 35,000,000 Shares to the Veridis Vendors (or their nominees) (Consideration Shares) (with a deemed total value of A$1.75 million), upon transaction completion; and c) the issue of a total of AUD 13 million of Performance Shares to the Veridis Vendors (or their nominees), which will convert into Shares on a one-for-one basis subject to the satisfaction of the following milestones within 4 years from the date of issue of the Performance Shares: i) 45,000,000 Performance Shares, which will convert into Shares upon the satisfaction of each of the following: A) a drill intercept on the Firawa Project which includes an average U3O8 grade of 400ppm (or greater) over at least 10 meters; and B) on the day of or after satisfaction of the milestone set out in paragraph (A) above, the Shares achieving a volume weighted average price per Share (VWAP) of at least AUD 0.075, calculated over 20 consecutive trading days on which the Shares have actually traded; ii) 45,000,000 Performance Shares, which will convert into Shares upon the satisfaction of each of the following: A) the Company announcing a JORC resource (2012) Inferred Mineral Resource Estimate (or higher) on the Firawa Project of no less than 10 million tonnes at a grade greater than 4,000ppm (0.4%) TREO; and B) on the day of or after satisfaction of the milestone set out in paragraph (A) above, the Shares achieving a VWAP of AUD 0.10, calculated over 20 consecutive trading days on which the Shares have actually traded; and iii) 40,000,000 Performance Rights, which will convert into Shares upon satisfaction of each of the following: A) the Company announcing a JORC (2012) Inferred Mineral Resource Estimate (or higher) on the Firawa Project of either: i) no less than 20 million tonnes at a grade greater than 4,000ppm (0.4%) TREO; or ii) no less than 45 million lbs contained U3O8, using a 100ppm cutoff; and B) on the day of after satisfaction of the milestone set out in paragraph (A) above, the Shares achieving a VWAP of at least A$0.15, calculated over 20 consecutive trading days on which the Shares have actually traded.

The Company has also agreed to pay Veridis a fee of AUD 25,000 per month for a period of 4 months commencing in January 2024 in consideration for the provision of providing consultancy services to the Company during the period prior to completion of the Veridis Acquisition (including liaising with government officers, the mines department, local community representatives and other stakeholders) and as reimbursement for expenses incurred. Completion of the acquisition is subject to the following conditions precedent being satisfied (or waived) on or before September 30, 2024, Current Executive Chairman, David Sumich, will transition into the Managing Director role. the Company being satisfied with its due diligence investigations in respect of Mining Development and Labé Projects, in its absolute discretion, the grant of exploration licenses over the Labé Projects, the company obtaining all relevant shareholder approvals required or which the company considers to be desirable under the Listing Rules and the corporations act to complete the acquisitions and capital raising on terms reasonably acceptable to the company, the company and the vendors obtaining all necessary regulatory approvals or waivers pursuant to the ASX Listing Rules, Corporations Act or any other law to allow the Company and the Vendors to lawfully complete the acquisition, obtaining of any consent or approval by any governmental authorities, on terms reasonably acceptable to the Company, that is required in connection with the acquisition, obtaining of any third party approvals and consents necessary to allow the company and the vendors to lawfully complete the acquisition, completion of the capital raising, and the company being satisfied, acting reasonably, that it will be able to meet all of the requirements of Chapters 1 and 2 of the ASX Listing Rules to permit the company?s shares to be reinstated to trading on ASX soon after completing the acquisition.

The implementation and completion of the Transaction is subject to the approval of shareholders of the Company in general meeting (General Meeting). A notice of meeting is expected to be released in early July 2024 outlining the approvals that will be sought at the General Meeting. In conjunction with the Re-compliance, the company is proposing to issue the following securities: 50 million shares and 130 million performance shares to the Veridis Vendors and the Mining Development Vendors, 100 million shares under the capital raising, 8.1 million shares to CPS capital as an introduction and facilitation fee, and 2 million shares and 6 million performance rights to proposed Managing Director, David Sumich.

Following completion of the Acquisition:, the Vendors will hold 22.68% of the Company?s issued share capital.