(a) GreenTech and Artemis (together the Vendors) have agreed to incorporate the Company for the purposes of a joint venture to explore for Lithium in the area of the Tenements (Joint Venture).

(b) The Vendors have also agreed to assign 100% of the rights to Lithium on the Tenements to Andover Lithium.

Initial interests of the Vendors as the shareholders in the Joint Venture will be as follows:

(a)  GreenTech - 50%; and

(b) Artemis - 50%.

(a)  Subject to the satisfaction or waiver of the Conditions Precedent, the Vendors agree to assign 100% of their respective interests in the rights to lithium on the Tenements to the Company free from Encumbrances and other third-party interests, other than any permitted Encumbrances (Assignment).

(b) The Osborne Joint Venture retains all other mineral rights (other than gold and Lithium).

(c)  Each of the Vendors retain all mineral rights (other than Lithium) over the Tenements of which they are the registered holder.

(d) Any other minerals recovered from a Tenement is the property of the respective Tenement holder.

Completion of the Assignment is conditional upon the satisfaction (or waiver) of the following conditions before 1 May 2025, or at a later date to be agreed by the Parties:

(a)  Regulatory approvals: the Vendors obtaining all necessary regulatory approvals or waivers pursuant to the ASX Listing Rules (including ASX Listing Rule 10.1 if required), the Corporations Act or any other law to allow the Parties to lawfully complete the matters set out in this Agreement.

(b) Mineral Rights Agreement: the Parties entering into a Mineral Rights Agreement.

(c)  Royalty Assumption Deeds:

(i)  the Parties executing and delivering to Dynamic Metals (and procuring that Ruth Well Nickel Pty Ltd execute and deliver) an Assumption Deed in accordance with clause 8 of the royalty agreement dated 16 April 2024 and in respect to E47/3341;

(ii) the Parties executing and delivering to Dynamic Metals (and procuring from Hard Rock Resources Pty Ltd) an Assumption Deed in accordance with clause 8 of the royalty agreement dated 16 April 2024 and in respect to E47/3534; and

(iii) the Parties executing and delivering to Dynamic Metals (or procuring from Hard Rock Resources Pty Ltd and Ruth Well Nickel Pty Ltd) an Assumption Deed in accordance with clause 8 of the royalty agreement dated 16 April 2024 and in respect to E47/3340.

(d) Third party approvals: the Vendors obtaining all third-party approvals and consents required.

(e)  Variation of Osborne JV Agreement: the Vendors entering into (or Artemis procuring KML No 2 Pty Ltd to enter into) a deed of variation in respect of the Osborne Joint Venture, pursuant to which they agree to vary the Osborne JV Agreement by amending Schedule 1 of the Agreement by replacing "all minerals excluding gold" with "all minerals excluding gold and lithium". The Osborne JV therefore goes into Andover Lithium on a 50%/50% basis, and excludes gold.

(f)   Consent: if required, Artemis procuring that Hard Rock Resources Pty Ltd provide written consent to the transfer of Lithium Rights to the Company in respect to E47/3534, P47/1881 and E47/3340 in accordance with the Tenement Sale Agreement between the Vendors, Elysian Resources Pty Ltd, Hard Rock Resources Pty Ltd, KML No 2 Pty Ltd and Western Metals Pty Ltd, dated on or about 14 October 2021.

(a)  Each of the Vendors, agree to contribute an amount to the Joint Venture which shall be determined based on the Company's proposed first year exploration budget.

(b) The Company will contribute 25% of costs relating to the Tenements, including rents, rates and other Tenement holding costs, however excluding exploration expenditure.

(a)  Maximum number: the Board of Andover Lithium shall consist of 2 Directors (excluding alternate directors).

(b) Appointment:

(i)  GreenTech will appoint 1 Director and may require the removal or substitution of any Director so appointed.

(ii) Artemis will appoint 1 Director and may require the removal or substitution of any Director so appointed.

(iii) The Directors, by simple majority vote:

(A)  may appoint one of their number as Chairperson of the Board; and

(B)  can remove that Chairperson.

(c)  Casting vote: The Chairperson will have a casting vote.

(a)  The Parties agree to establish a Management Committee at the Board's election, if and when required, and in any event where there is another party invited to participate in the Joint Venture.

(b) The representatives of the Management Committee will be agreed between GreenTech and Artemis.

(c)  The chair of the Management Committee will be appointed by GreenTech and will have a casting vote.

GreenTech is the manager of the Joint Venture (Manager).

For as long as GreenTech and Artemis are the only shareholders of the Company, the registered holder of each Tenement will be responsible for meeting Expenditure commitments to the extent that the Company's activities on a Tenement do not meet or exceed the commitments for that year.

Where the Manager determines that the Company requires further funds for Company Operations in accordance with an approved Programme (Required Funds), the Board may determine to raise the Required Funds by:

(a)  calling on the Vendors to contribute in proportion to their respective interests; or

(b) seeking finance in the Company's name from the Company's banker or from another third-party financier on reasonable commercial terms; or

(c)  issuing equity in the Company; or

(d) entering into an alternative commercial transaction, provided the Board shall grant the Shareholders of the Company a first right (for a period of fourteen (14) days) to retain their then Shareholder Interest by participating in the commercial transaction (in proportion to their Shareholder Interest); or

(e)  a combination of any of (a), (b) (c) or (d).

If a shareholder elects not to contribute to its proportion of Required Funds (Diluting Party), its shareholder interest will be diluted according to the following formula:

Where:

Diluted Shareholder Interest means the Diluting Party's Shareholder Interest percentage equivalent after the dilution.

AE means the actual Expenditure contributed by the Diluting Party to Expenditure in the period from the Commencement Date up to the date of the election plus that Shareholder's DE.

DE (Deemed Expenditure) means A$3,193,448 and each Shareholder's DE is equal to 50% of this amount (or A$1,596,724).

Total Expenditure means the sum of actual Expenditure contributed to Expenditure by all Shareholders in the period plus all DE up to the date of the election.