Transformational acquisition of Ciclon Copper Project Chile
Released
Released
Announcement PDF
ASX:NFL 11 June 2026
Norfolk to undertake transformational acquisition of the
Ciclón Copper Project, Chile
Ciclón Copper Project, an advanced copper project in Chile, will be acquired for USD $45m cash and
USD $5.0m in Norfolk Shares.
• Norfolk to acquire 100% of the Ciclón Copper Project (Ciclón) – a permitted, high-grade, advanced copper
project in Chile.
• Ciclón is situated within the prolific Domeyko Cordillera hosting the giant copper deposits including
Collahuasi, Chuquicamata, La Escondida and others. Ciclón is located in proximity to the substantial El
Salvador copper mine (CODELCO) and Franke copper mine (Minera Las Cenizas).
• Ciclón hosts an epithermal style foreign Mineral Resource of 10.1 million tonnes at 2.97% copper equivalent
reported under NI 43-1011
.
The Ciclón NI 43-101 MRE is a foreign estimate (within the meaning of the ASX Listing Rules) that has not been reported in
accordance with the 2012 Joint Ore Reserves Committee’s Australasian Code for Reporting of Mineral Resources and Ore
Reserves (JORC Code). A Competent Person has not done sufficient work to classify the mineral resource estimates as
mineral resources in accordance with the JORC Code and it is uncertain that following evaluation and/or further
exploration work that the estimates will be able to be reported as mineral resources in accordance with the JORC Code.
Refer to further disclosure required by the ASX Listing Rules, in particular foreign estimate disclosure under ASX Listing
Rule 5.12 and a more detailed Mineral Resource table for the Ciclón Copper Project at the conclusion of this
announcement.
• Ciclón offers outstanding exploration upside potential being central to an extensive district scale mineralised
epithermal and related mineralised porphyry system.
• Total consideration of USD $50 million for Ciclón (USD $45 million in cash; USD $5 million in Norfolk shares).
• Environmental Qualification Resolution received for Ciclón in December 2025, providing environmental
approval for underground mining operations, processing plant and supporting infrastructure.
• Norfolk to also acquire a significant portfolio of early-stage exploration assets in Chile, including additional
project tenure proximal to Ciclón for USD $5 million payable in Norfolk shares.
• Transaction is conditional on (amongst other things) Norfolk raising a minimum of AUD $100 million under a
public offer through the issue of ordinary fully paid shares (before costs) pursuant to a Prospectus to fund
acquisition and exploration.
• The Public Offer will be lead managed by Petra Capital, with Beacon Securities Limited and JP Equity Partners
acting as Co-Managers.
• Experienced Australian mining executives Anthony McClure and Andrew Bray to join the Board as Executive
Chairman and Non-Executive Director, respectively.
• Messrs McClure and Bray to personally commit AUD $10 million to the Public Offer (subject to shareholder
approval).
• Transaction is targeted to close in August 2026.
1
Independent Technical Report prepared by GeoInnova for Mineria Activa (Eco Earth Elements SpA and Don Gabriel
SpA) published in December 2019.
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Incoming Executive Chairman, Anthony McClure, said: “We are thrilled to be part of Norfolk’s transformational
acquisition of the Ciclón Copper Project. Ciclón’s advanced, high-grade, permitted status offers potential
near-term production optionality, given the proximal infrastructure and ongoing regional dynamics.
However, it is the exploration upside on offer that is substantially encouraging. We believe there is not only
considerable scope to significantly expand the current high-grade epithermal resource, but most importantly
is a compelling exploration opportunity within the adjoining La Encantada porphyry prospect. Significant site
works will commence immediately upon the transaction completion expediting epithermal and porphyry
exploration and drilling.
We believe the acquisition terms are highly compelling, and with the support of a well-structured minimum
AUD $100 million institutional capital raising – to which Andrew Bray and I are personally committing AUD $10
million – we are ideally positioned to unlock tremendous value for Norfolk shareholders. This is the perfect
opportunity to reposition the Company, and we could not be more confident and excited about the promising
period ahead.”
1. OVERVIEW
Norfolk Metals Limited (Norfolk or the Company) is pleased to announce that it has entered into a binding
share purchase agreement (Ciclón SPA) with Pampa Camarones SpA (BCS: Camaronex) to acquire 100%
of Eco Earth Elements SpA and Don Gabriel SpA (together, the Ciclón Targets), which holds the Ciclón
Copper Project in Chile (the Ciclón Acquisition).
The Ciclón Acquisition will amount to a significant change to the nature and scale of the Company's
activities and as such, the Company will be required to obtain shareholder approval under ASX Listing Rule
11.1.2 at a general meeting and re-comply with Chapters 1 and 2 of the ASX Listing Rules in accordance
with ASX Listing Rule 11.1.3 (Re-compliance). ASX has an absolute discretion in deciding whether or not
to re-admit the Company to the official list and quote its securities, and accordingly the Transaction and
subsequent re-admission of the Company's Shares to trading on ASX may or may not proceed if ASX
exercises that discretion. Investors should take account of these uncertainties in deciding whether or not
to buy or sell the Company's securities, which are currently suspended from trading.
Norfolk intends to raise a minimum of AUD $100 million and up to a maximum of AUD $120 million (before
costs) at an issue price of $0.10 per fully paid ordinary share (Share) pursuant to a public offer under a full
form Prospectus (Public Offer).
Separate to the Ciclón Acquisition, the Company has entered into a share purchase agreement to acquire
100% of the issued share capital of Condor Peak Pty Ltd (Condor SPA) which holds a portfolio of mining
concessions located in Chile (Condor Acquisition).
Completion of each of the Ciclón Acquisition, Condor Acquisition, Public Offer and Re-compliance
(together, the Transaction) is subject to receipt of various shareholder approvals that are required to give
effect to the Transaction. The Company will despatch a notice of meeting (Notice of Meeting) shortly to
convene an extraordinary general meeting to be held in July 2026 (General Meeting).
Following completion of the Transaction, the Company will undertake exploration programmes across its
suite of Chilean copper projects with a focus on the Ciclón Copper Project.
2. CICLÓN COPPER PROJECT
2.1 Overview
The Ciclón Copper Project is an advanced copper project located within northern Chile’s world-class
Domeyko Cordillera Eocene-Oligocene Porphyry Copper Belt, that is host to the Collahuasi,
Chuquicamata, La Escondida, El Abra, El Salvador and Portrerillos mines, among many others (Figure 1).
The project is located approximately 55 kilometres northeast of the large-scale El Salvador copper mine
(CODELCO), and approximately 50 kilometres east of the Franke copper mine (Minera Las Cenizas).
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Figure 1: Norfolk Project Locations
The Ciclón Copper Project consists of 55 exploitation mining concessions and 3 pending applications for
mining concessions (Ciclón Mining Concessions) covering the Ciclón and Exploradora historical mining
trend. The project is located close to the boundary of the Antofagasta and Atacama Regions of northern
Chile, which is an area that is well supported for mining and exploration projects.
The Company’s view is that the Ciclón Copper Project is part of a larger-scale mineralised system with
substantial resource upside with a number of high-priority targets located close to the existing deposits,
potentially supporting a substantially larger operation. One of these additional targets is the La Encantada
porphyry target located to the immediate east of the Ciclón-Exploradora trend (Figure 2).
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Figure 2: La Encantada Porphyry Target
The defined mineralisation is typically associated with breccia-vein systems, carbonate replacement
bodies and skarn-style alteration, and has been classified as a Cordilleran polymetallic deposit. The
system exhibits well-developed vertical and lateral zonation, with copper-dominant mineralisation
typically hosted in intrusive rocks and zinc-lead domains more commonly associated with sedimentary
host rocks.
Historically, the project area has been subject to small-scale mining and exploration activities since 1860,
including small open pits and underground development. Modern exploration commenced in 1979 when
Riochilex drilled eight diamond drill holes (2400 metres). Sustained modern exploration commenced under
Minería Activa in 2017, following the consolidation of the tenement package. The project was advanced
through high-quality and systematic exploration programs that included geological mapping over
approximately 2,500 hectares, supported by underground mapping of historical workings and targeted
trenching and channel sampling to test surface continuity of mineralised structures. Geophysical
programs, including airborne magnetics, ground magnetic surveys and induced polarisation (IP) and
resistivity surveys, have been used effectively to delineate sulphide-rich zones and to provide insight into
the structural controls of the mineralisation. This work resulted in the completion of a significant diamond
drilling campaign undertaken between 2017 and May 2019 that comprised of approximately 113 drill holes
and over 40,000 metres of drilling across the project. This work successfully confirmed the continuity of
mineralisation along strike and at depth, identified new mineralised structures and supported the existing
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resource model. In addition, multiple exploration targets were identified, with significant exploration
upside.
The Ciclón Copper Project has received a favourable Environmental Qualification Resolution (Resolución
de Calificación Ambiental or RCA) from Chile’s Environmental Assessment Service (Servicio de Evaluación
Ambiental or SEA) dated 19 December 2025.
Following receipt of the RCA, the Project has obtained environmental approval for the development of
underground mining operations at the Ciclón and Exploradora mines, together with the construction and
operation of a processing plant and associated project infrastructure. A copy of the RCA and further
information regarding the environmental assessment process in Chile may be obtained from the Sistema
de Evaluación de Impacto Ambiental (SEIA) at https://seia.sea.gob.cl/.
The RCA authorisation includes environmental approval for the development of underground mining
operations, the construction and operation of a processing plant with separate sulphide and oxide
processing lines, waste-rock dumps, a filtered tailings deposit, and associated power, water, access-road,
camp and supporting infrastructure. The processing plant is approved to handle up to 0.60 million tonnes
per year of sulphide ore and 0.34 million tonnes per year of oxide ore.
Investors are cautioned that the plant capacity is a technical specification forming part of the RCA
and is not a forecast of the estimated production of the mining operation. Forecast production for the
mining operation will not be estimated unless and until the Company has prepared and announced
an appropriate technical and economic study. Investors should be aware that the results of any such
study may involve production figures which differ from the plant capacity included in the RCA.
Investors should not rely on this information in making any investment decisions in respect of the
Company.
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Figure 3: Ciclón Copper Project Drillhole Plan
2.2 Foreign mineral resource estimate (NI 43-101)
A foreign mineral resource estimate of 10.1Mt at 2.97% copper equivalent (Ciclón NI 43-101 MRE or
Foreign Estimate) was reported in 2019 under the National Instrument 43-101 (NI 43-101), followed by a
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feasibility study in 2021. See Annexure 2 for details under ASX Listing Rule 5.12 and accompanying drilling
data.
Ciclón Copper Project Foreign Mineral Resources Estimate (2019)
Vein/ Zone Category
Tonnage Cu Zn Pb Ag Au Cu Eq
mt % % % g/t g/t %
Ciclón Copper
Oxides
(1.6% Cu Eq cut-off)
Indicated 1.3 1.33 0.67 0.65 101 0.44 2.9
Inferred 0.5 1.09 0.51 0.88 128 0.54 3.0
Total 1.8 1.26 0.62 0.71 109 0.47 2.9
Ciclón Zinc
Sulphides
(4.0% Zn Eq cut-off)
Indicated 4.1 0.60 3.68 1.12 49 0.22 3.0
Inferred 1.2 0.11 4.52 1.78 41 0.08 2.9
Total 5.3 0.49 3.87 1.27 47 0.19 3.0
Exploradora Copper
Sulphides
(0.8% Cu Eq cut-off)
Indicated 1.3 2.41 0.90 0.28 58 0.16 3.5
Inferred 1.4 1.62 1.02 0.34 56 0.12 2.7
Total 2.7 2.00 0.96 0.31 57 0.14 3.1
San Carlos Zinc
Sulphides
(2.6% Zn cut-off)
Inferred 0.3 0.05 4.54 0.94 37 0.01 2.5
Total Ciclón Copper
Project
Indicated 6.7 1.09 2.55 0.87 61 0.25 3.1
Inferred 3.4 0.87 2.48 0.99 60 0.16 2.8
Total 10.1 1.02 2.53 0.91 61 0.22 3.0
The following cautionary statement regarding the Ciclón NI 43-101 MRE is provided in accordance with ASX
Listing Rule 5.12.9:
(a) the Ciclón NI 43-101 MRE is a foreign estimate and is not reported in accordance with the JORC
Code;
(b) a competent person has not done sufficient work to classify the foreign estimate as a mineral
resource in accordance with the JORC Code; and
(c) it is uncertain that following evaluation and/or further exploration work that the foreign estimate will
be able to be reported as mineral resources in accordance with the JORC Code.
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The Ciclón NI 43-101 MRE is a foreign estimate (within the meaning of the ASX Listing Rules) that has not
been reported in accordance with the 2012 Joint Ore Reserves Committee’s Australasian Code for
Reporting of Mineral Resources and Ore Reserves (JORC Code). A Competent Person has not done
sufficient work to classify the mineral resource estimates as mineral resources in accordance with the
JORC Code and it is uncertain that following evaluation and/or further exploration work that the estimates
will be able to be reported as a mineral resources in accordance with the JORC Code. Refer to further
disclosure required by the ASX Listing Rules, in particular foreign estimate disclosure under ASX Listing
Rule 5.12 at the conclusion of this announcement.
2.3 Ciclón Targets and Mining Concessions
The current owners of the Ciclón Mining Concessions are as follows:
(a) Eco Earth Elements SpA holds 9 exploitation mining concessions, and 3 pending exploration mining
concessions;
(b) Compañía Minera Fénix holds 37 exploitation mining concessions; and
(c) Minera Mirasol Chile Limitada holds 9 exploitation mining concessions.
See Annexure 4 for further details of the Ciclón Mining Concessions.
The Ciclón Targets are party to option agreements in respect of the 46 Ciclón Mining Concessions held by
Compañía Minera Fénix and Minera Mirasol Chile Limitada (together, the Ciclón Option Agreements), as
summarised at section 3.2. The Ciclón Option Agreements with Compañía Minera Fénix (Minera Fénix
Option Agreements) will be exercised on or about the date of Norfolk’s Shares being reinstated to official
quotation on the ASX. In order to exercise the Minera Fénix Option Agreements, the Company will pay (via
the Ciclón Targets) approximately US$449,321 and US$837,118.
The business model of the Ciclón Targets (being Eco Earth Elements SpA and Don Gabriel SpA) is the
acquisition, holding and advancement of mineral exploration and development assets in Chile, principally
through the ownership of exploitation mining concessions comprising the Ciclón Copper Project. The
Ciclón Targets' value is derived from the mineral exploration and development potential of the Ciclón
Copper Project, including the Foreign Estimate, the RCA and the associated exploration upside. The Ciclón
Targets do not currently generate operating revenue.
1. CONDOR PEAK EXPLORATION PORTFOLIO
The Condor Peak exploration portfolio comprises a portfolio of early‑stage copper‑gold exploration projects
located in the Atacama and Antofagasta regions of Chile (Figures 4 and 5) (Condor Peak Projects). Condor
Peak Pty Ltd (Condor Peak) is an Australian proprietary company whose principal activity is the holding,
through its wholly owned Chilean subsidiary Condor Peak Chile SpA, of a portfolio of early-stage copper-
gold exploration mining concessions. The business model of Condor Peak is the acquisition, holding and
advancement of early-stage mineral exploration assets in Chile, principally through the ownership of the
Condor Peak Projects, which comprise the Lily, Kika and Claudia groups of mining concessions.
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Figure 4: Condor Peak Lily Project
Figure 5: Condor Peak Kika and Claudia Projects
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The portfolio provides Norfolk with a significant additional exploration footprint in close proximity to both
the Ciclón Copper Project and Norfolk’s existing Carmen Copper Project, enhancing regional scale and
exploration optionality.
The Condor Peak exploration portfolio comprises 93 exploitation mining concessions.
(a) Lily’s Group of mining concessions comprising 23 concessions covering 6,300 hectares, located in
the commune of Copiapó. The grant of these concessions has been approved by the court and are
in the process of being registered in the Mining Property Registry of the Copiapó Mining Registrar.
(b) Kika’s Group of mining concessions comprising 63 concessions covering 18,900 hectares, located
in the commune of Diego de Almagro. A total of 52 have been already incorporated by means of
constitutive ruling between January and March 2026. There are 11 which are in process of being
incorporated awaiting the corresponding constitutive ruling.
(c) Claudia's Group of mining concessions comprising 7 concessions covering 1,700 hectares, located
in the commune of Diego de Almagro, all of which are pending the issuance of their constitutive
Court rulings.
Each of the Lily, Kika and Claudia projects are considered prospective for copper and gold mineralisation.
The projects are located within, or adjacent to, established mineral belts and in proximity to major operating
and development‑stage assets held by global mining companies.
The Lily Project is located within the Maricunga gold‑copper belt and is considered highly prospective for
gold‑copper mineralisation. The project adjoins, or is immediately proximal to, Norte Abierto, one of the
world’s largest undeveloped gold‑copper projects, owned by Barrick and Newmont, which hosts reported
reserves of approximately 21 million ounces of gold and 2.4 million tonnes of copper
(https://www.barrick.com/English/operations/mineral-reserves-and-resources/default.aspx). Geological
characteristics at the Lily Project, including strong oxidation, hydrothermal alteration, geochemical
anomalism and geophysical responses, are interpreted to indicate proximity to porphyry‑style
mineralisation.
The Kika Project is an exploration‑stage opportunity comprising a substantial tenement block located to the
immediate north‑east of the Ciclón Copper Project. The project is considered prospective for copper and
gold mineralisation and provides strategic ground position in proximity with the Company’s broader Ciclón
exploration footprint.
The Claudia Group of mining concessions adjoins the La Encantada porphyry target at the Ciclón Copper
Project and is located adjacent to tenements held by Antofagasta Holdings, CODELCO and Anglo
American, strengthening the Company’s position over a highly prospective porphyry corridor.
2. PROPOSED ACTIVITIES
The Company intends to undertake the following activities in the 24 months following completion of the
Transaction:
(a) Ciclón Copper Project, Chile
(i) mapping, modelling, geochemical and geophysics programmes covering strike and depth
extensions to the Ciclón-Exploradora trend, expanding in year 2 to include parallel targets and
prospects in proximity to the trend;
(ii) approximately 30,000 metres of diamond core drilling, comprising approximately 19,000
metres of infill and extensional drilling in year 1 and approximately 11,000 metres of infill,
extensional and new target drilling in year 2;
(iii) topographic, hydrogeological and environmental monitoring.
La Encantada Porphyry Target
(i) mapping, geochemical, geophysics and trenching programmes;
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(ii) approximately 19,500 metres of diamond core drilling, comprising approximately 7,500
metres in year 1 and approximately 12,000 metres in year 2;
(iii) topographic, hydrogeological and environmental monitoring.
(b) Condor Peak Portfolio, Chile
(i) aerial photography, ground mapping, topographic modelling, geochemical and geophysics
programmes in prospect generation in year 1, expanding in year 2 to include additional
geochemical, geophysics and trenching programmes;
(ii) trenching programmes across both years 1 and 2;
(iii) approximately 4,000 metres of diamond core drilling in year 2.
(c) Existing Projects
(i) Carmen Copper Project, Chile
(A) reassessment of past ground mapping, geochemical and geophysics programmes and
drilling and assessment works;
(B) continued ground mapping, topographic modelling, geochemical and geophysics
programmes in prospect generation in year 1, expanding in year 2 to include additional
geochemical, geophysics and trenching programmes;
(C) approximately 4,000 metres of diamond core drilling in year 1 and 3,000 metres of
diamond drilling in year 2.
(ii) Other Projects
The Orroroo Uranium Project, South Australia and Roger River Project, Tasmania will be
reviewed and considered for further exploration, joint venture or divestment.
3. TRANSACTION AGREEMENTS
3.1 Ciclón SPA
Norfolk has executed a binding share purchase agreement with Pampa Camarones SpA to acquire 100%
of the issued capital of the Ciclón Targets pursuant to the Ciclón SPA. Pampa Camarones SpA (Pampa
Camarones) owns all the outstanding shares of the Ciclón Targets and is controlled by Mineria Activa, an
asset management company in the business of mineral exploration, mine development and production.
The key terms and conditions of the Ciclón Acquisition are as follows.
(a) Consideration
The consideration to be provided by the Company under the terms of the Ciclón SPA comprises the
following:
(i) a USD $500,000 non-refundable deposit paid upon signing the Ciclón SPA;
(ii) USD $44,500,000 to be paid on completion (Cash Consideration); and
(iii) 71,428,571 fully paid ordinary shares in Norfolk (Shares), being USD $5,000,000 in Shares at
a deemed issue price of $0.10 per Share and an exchange rate of 1 AUD / 0.7 USD (Ciclón
Consideration Shares).
(b) Conditions precedent
The Ciclón Acquisition is subject to certain conditions precedent (Ciclón Conditions Precedent),
including:
(i) Norfolk completing due diligence to its satisfaction;
(ii) receipt of binding commitments to raise at least AUD $100,000,000 under the Public Offer;
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(iii) Norfolk obtaining all necessary shareholder approvals required under the Corporations Act
2001 (Cth) and the ASX Listing Rules, including approval of the Ciclón Acquisition and the
issue of Shares for the purposes of Listing Rules 7.1, 11.1.2 and (if required) 10.11, approval
of the issue of Shares under the Public Offer for the purposes of Listing Rule 7.1, and any
necessary approvals required pursuant to Chapter 2E of the Corporations Act 2001 (Cth);
(iv) the Company receiving a conditional reinstatement letter from ASX on terms satisfactory to
the Company;
(v) all amounts outstanding under the accounts of Pampa Camarones SpA being fully capitalised
on or prior to completion through their conversion into equity of the Ciclón Targets, such that
no amounts remain outstanding thereunder as of completion; and
(vi) an extraordinary shareholders' meeting of Pampa Camarones being duly convened and held,
at which the shareholders of Pampa Camarones approve the transaction contemplated by
the Ciclón SPA, with such approval remaining in full force and effect as of the closing date.
The Ciclón Conditions Precedent must be satisfied or waived by 13 July 2026 (unless extended by
mutual agreement), being 4 months after the date of execution (End Date). In the event that Norfolk
requires additional time to obtain shareholder approval and/or satisfy the requirements under the
ASX Listing Rules to complete the Re-compliance, it may elect to extend the End Date for 2 months
by:
(i) providing evidence to the satisfaction of Pampa Camarones that it has received at least USD
60,000,000 in commitments under the Public Offer; and
(ii) paying Pampa Camarones an extension fee of USD $250,000 (Extension Fee).
In the event the closing occurs, the Extension Fee will be deducted from the Cash Consideration
payable by Norfolk.
(c) Escrow
The Ciclón Consideration Shares will be subject to voluntary escrow for a period of 12 months from
the date of issue.
(d) Warranties and Indemnities
Pampa Camarones's liability for breaches of representations and warranties is subject to a de
minimis threshold of USD $500,000 and is capped at 5% of the total purchase price (being
USD $2,500,000), except for breaches of certain fundamental representations. All claims for
indemnification must be made within 12 months after closing.
(e) Termination
The Ciclón SPA may be terminated:
(i) by mutual agreement of the parties;
(ii) by Norfolk, if Pampa Camarones has committed a material breach of its representations,
warranties, covenants or agreements that has not been cured within 15 days of notice; or
(iii) by Pampa Camarones:
(A) if Norfolk has committed a material breach of its representations, warranties,
covenants or agreements that has not been cured within 15 days of notice; or
(B) if closing has not occurred by the End Date.
Upon termination, Pampa Camarones is entitled to retain all payments made by Norfolk prior to the
date of termination.
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3.2 Ciclón Option Agreements
Eco Earth Elements SpA is party to the Ciclón Option Agreements summarised below. Norfolk intends to
exercise the two Ciclón Option Agreements with Compañía Minera Fénix (being those summarised in
sections 3.2(a) and (b)) on or about the date of its Shares being reinstated to quotation on the ASX.
(a) Ciclón Option Agreement #1 dated 3 May 2017 (as varied)
(i) (Parties): Compañía Minera Fénix (as Optionor) and Eco Earth Elements SpA, subsequently
assigned to Don Gabriel SpA (as Optionee) pursuant to an assignment deed dated 24 January
2018.
(ii) (Mining Concessions): Progreso, Olmué, María, Celia, Ciclón, Tifón, Bolaco, Viento,
Ventarrón, Huracán, Torbellino, Mercedes, Asunción, Emilia, María Teresa, María 1, 11 al 29.
(iii) (Option payments): The remaining option payment of USD $449,321 is payable no later than
15 September 2026 in order to exercise the option.
(b) Ciclón Option Agreement #2 dated 3 May 2017 (as varied)
(i) (Parties): Compañía Minera Fénix (as Optionor) and Eco Earth Elements SpA (as Optionee).
(ii) (Mining Concessions): Exploradora, Magallanes, Panamá, San Salvador, Caldera, Atacama,
Copiapó, José Marti, Antonio Maceo, Esmeralda, O´Higgins, Cochrane, Blanco, Lynch, Prat,
Encantada 1 al 3, Domeyko 3 al 15, Encantada 1 al 18, María 2, 1 al 10, María 3, 1 al 20, and
María 1, 1 al 10.
(iii) (Option payments): The remaining option payment of USD $837,118 is payable no later than
15 September 2026 in order to exercise the option.
(c) Mirasol Option Agreement #1 dated 27 June 2025
(i) (Parties): Minera Mirasol Chile Limitada (as Optionor) and Eco Earth Elements SpA (as
Optionee).
(ii) (Mining Concessions): Nord 9, 1 al 20, and Nord 10, 1 al 182.
(iii) (Option payments): The remaining option payments of USD $475,000 is payable no later than
10 June 2027 in order to exercise the option.
(iv) (Royalty): the Optionor will be granted a 1% net smelter returns royalty in respect of these
mining concessions.
(v) (Royalty buy-back): Eco Earth Elements SpA may elect to buy back the royalty at any time
within two years from the start of commercial production for USD $1,000,000 in cash.
(d) Mirasol Option Agreement #2 dated 27 June 2025
(i) (Parties): Minera Mirasol Chile Limitada (as Optionor) and Eco Earth Elements SpA (as
Optionee).
(ii) (Mining Concessions): Nord 2, 1 al 20, Nord 3, 1 al 269, Nord 4, 1 al 220, Nord 5, 1 al 30, Nord
6, 1 al 30, Nord 7, 1 al 225, and Nord 8, 1 al 50.
(iii) (Option payments): The remaining option payments of USD $2,000,000 are payable no later
than 10 June 2029 in order to exercise the option.
(iv) (Expenditure requirements): Eco Earth Elements SpA must incur exploration expenses on
these mining concessions of US$500,000 (or pay this amount in cash if it wishes to exercise
the option early).
(v) (Royalty): the Optionor will be granted a 2% net smelter returns royalty in respect of these
mining concessions.
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(vi) (Royalty buy-back):
(A) At any time prior to 27 June 2033 (being 8 years from the date of the option agreement),
Eco Earth Elements SpA may elect to buy back 50% of the royalty (being 1% NSR) for
USD $3,000,000 in cash.
(B) Eco Earth Elements SpA may elect to buy back the other 50% of the royalty (being 1%
NSR) at any time within two years from the start of commercial production for USD
$6,000,000 in cash.
3.3 Condor SPA
Norfolk has executed a binding share purchase agreement (Condor SPA) to acquire 100% of the issued
capital of Condor Peak Pty Ltd (Condor Peak), which owns 100% of the Condor Peak Projects through its
wholly owned subsidiary Condor Peak Chile SpA.
The shareholders of Condor Peak are:
(a) Anthony McClure (50%);
(b) L11 Capital Pty Ltd ATF Gascoyne Family Trust, an entity controlled by Andrew Bray (40%); and
(c) Zozo Capital Pty Ltd ATF KB Family Trust, an entity controlled by Andrew Bray’s spouse (10%).
The Board considers that the consideration payable under the Condor Acquisition Agreement reflects
rea
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