Uvre Limited singed term sheet to acquire Vanacorp Aust Pty Limited from Red Dirt Metals Limited for AUD 1.225 million.

Uvre Limited singed term sheet to acquire Vanacorp Aust Pty Limited from Red Dirt Metals Limited (ASX:RDT) for AUD 1.225 million on November 2, 2021. Under the terms of the agreement, Uvre Limited will issue 5,000,000 Shares at a deemed issue price of AUD 0.20 per Share and AUD 225,000 cash. Red Dirt Metals' shareholders to be offered a priority allocation in the proposed UVRE IPO capital raising of up to AUD 1,500,000; Red Dirt Metals to be entitled to nominate a member to the board of UVRE.

It is proposed that the UVRE Board and Management will consist of Peter Woods as Managing Director, Steven Wood as Non-Executive Chairman, Cherie Leeden as in-country Technical Advisor, and Brett Mitchell and Charles Nesbitt as Non-Executive Directors. Peter was the founder of the East Canyon Vanadium Uranium Project, pegging and sampling the initial claims in 2018 through Vanacorp, and has extensive corporate finance, capital markets and investment advisory experience across various industries.

Completion of the acquisition subject to UVRE meeting or waiving a number of conditions precedent, including: UVRE completing due diligence on Vanacorp Aust Pty Ltd and the East Canyon, Project, to its satisfaction; UVRE lodging an IPO prospectus with ASIC, and receiving valid acceptances under the prospectus to the value of not less than the amount required to satisfy the conditions in ASX Listing Rule 1.1, UVRE receiving conditional listing approval to list on the ASX, the extinguishment of all intercompany loans between Red Dirt Metals and Vanacorp Aust Pty Ltd, UVRE agreeing to observe the terms of an existing royalty deed with respect to the East Canyon Project with the original vendors of the project, Red Dirt Metals performance rights on issue relating to the East Canyon Project (issued in 2020) to be cancelled, unless otherwise lapsing in accordance with their terms unvested on 31 December 2021; and other relevant regulatory and shareholder approvals (if applicable) and third-party consents which are customary for a transaction of this nature.