CALL OPTION AGREEMENT FOR MINERAL RIGHTS AND OTHER COVENANTS

By this private instrument, and in accordance with the Law, the Parties identified and described below, namely,

On the one hand, as Grantors,

TERRA GOYANA MINERADORA LTDA., limited liability company with head office in the City of Goiânia, State of Goiás, at Rua João de Abreu, No. 192, 14th Floor, Sala 144-A e 145-A, Setor Oeste, ZIP Code 74120-110, enrolled with CNPJ under No. 01.445.576/0001-25, e-mail: , herein represented in compliance with its Articles of Association by its Directors, Messrs. Luiz Antônio Vessani, Brazilian citizen, divorced, geologist, holder of the Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled at , e-mail: , and Marcos de Alencastro Curado, Brazilian citizen, married, businessman, holder of Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled at , e-mail: , hereinafter referred to simply as “Terra Goyana”;

BAUTEK MINERAIS INDUSTRIAIS LTDA., limited liability company with head office in the City of Caldas, State of Minas Gerais, at Rodovia BR-459, Km 8, Laranjeiras de Caldas, ZIP Code 37780-000, enrolled with CNPJ under No. 21.229.511/0001-50, e-mail: , herein represented in compliance with its Articles of Association by its Directors, Mr. Reinaldo Tito Teixeira Noronha, Brazilian citizen, married, businessman, holder of Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled at , e-mail: , and Luiz Antônio Vessani, described above, hereinafter referred to simply as “Bautek”;

EDEM EMPRESA DE DESENVOLVIMENTO EM MINERAÇÃO E PARTICIPAÇÕES LTDA., limited liability company with head office in the City of Goiânia, State of Goiás, at Rua Serra Dourada, No. 1213, Quadra 95, Lotes 121 e 123, Santa Genoveva District, ZIP Code 74672-680, enrolled with CNPJ under No. 00.508.829/0001-08, e-mail: , herein represented in compliance with its Articles of Association by its Director, Mr. Luiz Antonio Vessani, described above, hereinafter referred to simply as “Edem”; and

SINTERTEC MINERAIS INDUSTRIAIS LTDA., limited liability company with head office in the City of Poços de Caldas, State of Minas Gerais, at Avenida Santo Antônio, No. 200, sala 806, Jardim Cascatinha, ZIP Code 37701-036, enrolled with CNPJ under No. 08.227.476/0001-71, e-mail: , herein represented in compliance with its Articles of Association by its Director, Mr. Reinaldo Tito Teixeira Noronha, described above, hereinafter referred to simply as “Sintertec” and, together with Terra Goyana, Bautek and Edem, referred to as “Grantors”;

and, on the other hand, as Grantee,

ALPHA MINERALS BRAZIL PARTICIPAÇÕES LTDA., limited liability company with head office in the City of Nova Lima, State of Minas Gerais, at Alameda Oscar Niemeyer, No. 891, sala 913-B, Vila da Serra, ZIP Code 34006-065, enrolled with CNPJ under No. 43.093.229/0001-20, e-mail: , herein represented in compliance with its Articles of Association by its Directors, Mr. João Paulo Agapito da Veiga, Brazilian citizen, single, businessman, holder of Identity Card (RG) No. , issued by

DETRAN-RJ, enrolled with CPF under No. , resident and domiciled in , e-mail: , and Renato Aureo de Paula Gonzaga, Brazilian citizen, married, economist, holder of Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled in the Capital of the State of Minas Gerais, both of them with business address in the City of Nova Lima, State of Minas Gerais, at Alameda Oscar Niemeyer, No. 891, sala 913-B, Vila da Serra, ZIP Code 34006-065, e-mail: , hereinafter referred to as “Alpha” or “Grantee”, indistinctly;

also appearing as Consenting Intervening Parties,

RARE EARTHS AMERICAS PTY LTD., a “proprietary” company regularly organized and existing under the Laws of Australia, registered under Company Registration Number ACN 664 370 254, with head office at Suite 53 Level 2, 11-15, Labouchere Road, South Perth, WA, 6151, e-mail: , herein represented in compliance with its Articles of Association by its Directors, Messrs. Dominic Paul Allen, British citizen, businessman, holder of Passport No. , resident and domiciled at , e-mail: , and Bernardo Sanchez Agapito da Veiga, Brazilian citizen, single, businessman, holder of Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled at , e-mail: , hereinafter referred to as “REA”;

SANTÍSSIMA TRINDADE PARTICIPAÇÕES LTDA., limited liability company with head office in the City of Goiânia, State of Goiás, at Rua João de Abreu, No. 192, 14th Floor, sala 146-A, Setor Oeste, ZIP Code 74120-110, enrolled with CNPJ under No. 07.576.372/0001-00, e-mail: , herein represented in compliance with its Articles of Association by its Director, Mr. Marcos de Alencastro Curado, described above, hereinafter referred to simply as “Santíssima Trindade”;

SUPERGRAN MINERAÇÃO LTDA., limited liability company with head office in the City of Barro Alto, State of Goiás, at Estrada Pedra de Fogo, km 15, Pátio 5, Zona Rural, ZIP Code 76390-000, enrolled with CNPJ under No. 09.355.939/0001-43, e-mail: , herein represented in compliance with its Articles of Association by its Directors, Mr. Marcos de Alencastro Curado Filho, Brazilian citizen, married under full separation of property regime, businessman, holder of Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled at ; and Luiz Antônio Vessani, described above, hereinafter referred to simply as “Supergran”;

NORTEK PARTICIPAÇÕES LTDA., limited liability company with head office in the City of Belo Horizonte, State of Minas Gerais, at Rua Genoveva de Souza, No. 871, sala E, Sagrada Família District, ZIP Code 31030-220, enrolled with CNPJ under No. 11.249.439/0001-79, e-mail: , herein represented in compliance with its Articles of Association by its Director, Mr. Reinaldo Tito Teixeira Noronha, described above, hereinafter referred to simply as “Nortek”;

SINTERTEC HOLDING, LTD., a company regularly organized and existing under the Laws of the British Virgin Islands, with head office in the City of Road Town, Craigmuir Chambers, Tortola, British Virgin Islands, P.O. Box 71, enrolled with CNPJ under No. 13.872.642/0001-22, e-mail: , herein represented by its legal representative, Mr. Reinaldo Tito Teixeira Noronha, described above, hereinafter referred to simply as “Sinertec Holding”;

LEANDRO ROCHA SCISLEWSKI, Brazilian citizen, married under partial community of property regime, geologist, holder of Identity Card No. , enrolled with

CPF under No. , resident and domiciled at , e-mail: , hereinafter referred to simply as “Leandro”;

JOSÉ LINCOLN GAMBIER COSTA, Brazilian citizen, married under community property regime, geologist, holder of Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled at , e-mail: , hereinafter referred to simply as “José Lincoln”;

GUSTAVO ALVES GUERRA, Brazilian citizen, single, geologist, holder of Identity Card No. , enrolled with CPF under No. , resident and domiciled at , e-mail: , hereinafter referred to simply as “Gustavo”;

LUIZ ANTONIO VESSANI, described above, hereinafter referred to simply as “Luiz Antonio” (and, together with Edem, Santíssima Trindade, Nortek, Sintertec Holding, Leandro, José Lincoln and Gustavo, the “Partners of the Grantors”);

whereas (i.) Terra Goyana is the sole and legitimate holder of the rights represented by the research authorizations that are the subject of the administrative proceedings registered with the National Mining Agency (the “ANM”) under Nos. 832,149/2022 and 832,150/2022, with areas of 12.10ha and 61.12ha, respectively, for ilmenite ore, located in the Cities of Poços de Caldas (MG) and Águas da Prata (SP); (ii.) Bautek is the sole and legitimate holder of the mining rights represented by the mining concession that is the subject of the administrative proceeding registered by the ANM under No. 818,865/1971, with an area of 411.10, for bauxite, aluminum and refractory clay ores, located in the City of Poços de Caldas (MG); (iii.) Edem is the sole and legitimate holder of the mining rights represented by the mining concession that is the subject of the administrative proceeding registered by the ANM under No. 830,914/2013, with an area of 120ha, for bauxite, aluminum and refractory clay ores, located in the City of Caldas (MG); and (iv.) Sintertec is the sole and legitimate holder of the mining rights represented by the research authorization and mining application that are the subject of the administrative proceeding registered by the ANM under No. 806,199/1973, with an area of 40.42ha, for bauxite ore, located in the City of Poços de Caldas (MG), all described and characterized in Annex I., which is part of this document as an integral and inseparable part thereof (hereinafter, the “Rights”);

whereas Bautek is the sole and legitimate holder of the rights represented by the research request subject to the proceeding registered by the ANM under No. 832,221/2021, with an area of 115.63ha, for the refractory clay ore, located in the Cities of Andradas (MG) and Caldas (MG), duly described and characterized in Annex II., which is part of this document as an integral and inseparable part thereof (hereinafter, the “Research Request” and, together with the Rights, the “Mineral Rights”);

whereas, pursuant to article 22, I, of Decree-Law No. 227 dated as of February 28, 1967 (the “Mining Code”), combined with article 42 of Decree No. 9,406 dated as of June 12, 2018 (the “Regulation”) and other applicable laws and regulations, exploration authorizations and mining concessions related to the Rights may be subject to assignment or transfer, provided that the respective assignee meets the applicable constitutional, legal, and regulatory requirements. However, the assignment or transfer of the Exploration Application is prohibited until the date of publication of the exploration authorization;

whereas the Grantee is evaluating the convenience and possibility of acquiring the Mineral Rights and, in this context, is interested in becoming the holder of a call option for said Mineral Rights;

whereas the Grantors, in turn, agree to grant said call option to the Grantee, subject to the terms and conditions set forth below;

the Parties resolve to enter into this “Call Option Option Agreement for Mineral Rights and Other Covenants” (the “Agreement”), which shall be governed by the clauses and conditions set forth below.

1. CALL OPTION

1.1 Call Option. By this Agreement, the Grantors hereby irrevocably and irreversibly grant the Grantee a call option to all of the Rights, as described and characterized in Annex I. hereto, as well as the Exploration Application described in detail in Annex II. hereto (the “Call Option”).

1.2 Premium. The Parties agree that this Call Option will be for a fee, establishing as a premium the amount of five hundred and thirty thousand reais (BRL 530,000.00) (the “Premium”), to be paid to the Grantors, on this date, in proportion to the total number of hectares of Mineral Rights owned by each, by wire transfer to the current accounts of the Grantors indicated in Annex 1.2.. For clarification purposes, the Premium will be divided as follows: (i.) fifty-one thousand, thirty-six reais, and forty-seven cents (BRL 51,036.47) will be paid to Terra Goyana; (ii.) three hundred thousand, one hundred and forty-six reais and thirteen cents (BRL 367,146.13) will be paid to Bautek; (iii.) eighty-three thousand, six hundred and forty-three reais and forty-nine cents (BRL 83,643.49) will be paid to Edem; and (iv.) twenty-eight thousand, one hundred and seventy-three reais and ninety-two cents (BRL 28,173.92) will be paid to Sintertec.

1.3 Exclusivity. The Call Option is granted by the Grantors to the Grantee on an exclusive basis, provided that the Grantors may not, during the term of this Agreement, (i.) grant any other option involving all or part of the Mineral Rights to third parties, or (ii.) in any other way dispose of or encumber, or promise to dispose of or encumber the Mineral Rights, in any capacity, to third parties, in whole or in part; or (iii.) directly or indirectly enter into any other commitment or agreement involving the Mineral Rights,

or in any way related to them (the “Exclusivity”), under penalty of incurring a fine immediately set between the Parties at five million US dollars (US$ 5,000,000.00), equivalent to one hundred percent (100%) of the Exercise Price defined in 2.1. below, without prejudice to the obligation to indemnify the Grantee for losses and damages and lost profits.

1.4 Authorized Assignees. This Call Option may be assigned by the Grantee, regardless of the consent of the Grantors and upon mere notice to that effect, provided that the full amount of the Premium, defined above, is paid, and in the manner provided for in item 7.9 below, to any company directly or indirectly controlled by the Grantee, or any company subject to common control, directly or indirectly, with the Grantee, as well as to the partners of any of these or to companies of which the companies or individuals indicated in this item are partners (generically, the “Authorized Assignees”), provided that each and every provision of this Agreement shall apply in full to the Authorized Assignees. References in this Agreement to the Grantee shall be construed as references to Alpha and any of the Authorized Assignees.

1.5 Exploration Application. The Grantors undertake, jointly and severally, to take any and all possible actions to ensure that the aforementioned Exploration Application is converted into a research authorization on behalf of Bautek, in accordance with current law, submitting all documents and information required by the ANM as quickly as possible, in order to ensure the exercise of the Call Option by the Grantee. The Grantors also undertake, jointly and severally, to, within a maximum period of five (5) business days after the publication of the research authorization linked to the Exploration Application, send a notice to the Grantee, as set forth in item 7.9 below, informing of this circumstance (the “Research Authorization Grant Notice”). During the entire term of this Agreement, any relevant information related to the progress of the proceeding registered with the ANM under No. 832,221/2021 must be immediately communicated to the Grantee.

2. EXERCISE PRICE AND PAYMENT METHOD.

2.1 Exercise Price. The total, clear and legal price to be paid by the Grantee to the Grantors, in consideration for the acquisition of all Mineral Rights, in the event of exercise of the Call Option, will be the amount in BRL (Reais) equivalent to five million and three hundred thousand US dollars (US$ 5,300,000.00), calculated based on the US$ (US dollar) purchase rate, as announced by the Central Bank of Brazil on the business day immediately prior to the respective payment date (the “Exercise Price”), to be disbursed as follows:

2.1.4.1. Valuation of REA Shares. The appraisal value of the REA Shares that may be delivered to the Grantors as payment of the Exercise Price, Partial Exercise Price, or Residual Exercise Price, as applicable (the “REA Share Valuation Value”), will be calculated based on the criteria set forth in this item 2.1.4.1. If, on the date of the Exercise Notice, the shares issued by REA are publicly traded on the Australian Securities Exchange or any other exchange that may replace it (the “ASX”), (i) the REA Share Valuation Value will be equivalent to the average closing price traded on the ASX in the thirty (30) days prior to the Exercise Notice. The valuation method set forth in 2.1.4.1.(i) will also apply in cases where REA merges with an Australian public company with shares traded on the ASX, or is merged with an Australian public company with shares traded on the ASX; In these cases, the average price of the shares of the REA or the company that succeeds the REA must be considered, as described in 2.1.4.1.(i.). If the criterion set forth in 2.1.4.1.(i.) is inapplicable, (ii.) the REA Share Appraisal Value will be equivalent to the market value determined in the last corporate capital raising transaction carried out by the REA or in the last merger, consolidation, or spin-off of the REA, provided that the latter were carried out at market value, prior to the date of sending the Exercise Notice. The REA and the Grantee are obliged to share with the Grantors any information regarding said transaction that is necessary to ensure that the latter have all the relevant data and elements to evaluate their option, in whole or in part, to receive the Exercise Price, the Partial Exercise Price, and the Residual Exercise Price, as applicable, as provided for in 2.1.4. above. If, on the date of sending the Exercise Notice, the criterion set forth in 2.1.4.1.(ii.) is also inapplicable, the Grantees will not be able to choose the payment method indicated in 2.1.4., above.

2.1.4.2. Payment Notice. Within a maximum period of five (5) business days after the Grantee sends the Exercise Notice, as defined in 3.1. below, the Grantors may, upon mutual agreement and by sending a notice to the Grantee, as set forth in item 7.9. below (the “Payment Notice”), request that the payment of the Exercise Price or the Partial Exercise Price, as applicable, be made in whole or in part in REA Shares, provided that the criterion set forth in 2.1.4.1.(i.) or the criterion set forth in 2.1.4.1.(ii.) applies. The Payment Notice must contain, at a minimum, the following information: (i.) the amount of the Exercise Price to be paid in BRL (Reais) to each of the Grantors, provided that this amount will be divided into two installments, in the same proportions adopted in items 2.1.(a.) and 2.1.(b.) above; (ii.) the amount of the Exercise Price to be paid in REA Shares to each of the Grantors. In the event that the Payment Notice is not sent within the period provided for in this item, the Parties immediately agree that the payment method of the Exercise Price shall be that originally provided for in 2.1.3. above, i.e., in Brazilian currency.

2.2 No change to the Exercise Price. The Parties declare that the Exercise Price and the Partial Exercise Price were set by full and mutual agreement and hereby irrevocably and irreversibly express their full and unrestricted agreement regarding their value and payment methods. Therefore, the Exercise Price is definitive, unchangeable and binding, and is thus not subject to any other changes and/or adjustments of any nature, for any reason and at any time.

3. EXERCISE OF THE CALL OPTION.

3.1 Exercise of the Call Option. The Call Option may be exercised at any time during the term of this Agreement, as set forth in 5.1. below. The Grantee must express its intention to exercise the Call Option by sending written notice to the Grantors, as set forth in item 7.9. below (the “Exercise Notice”); the Exercise Notice must contain, at a minimum, the following information: (i.) intention to acquire all of the Mineral Rights or to exercise them partially, provided that authorized as set forth in item 2.1.3. above; (ii.) Appraisal Value of the REA Shares, represented by the closing price of REA-issued shares traded on the ASX or the shares of a publicly-held company that mergers REA, for the thirty (30) days prior to the Exercise Notice and the average price traded during the period, if applicable, or by the last net asset value of REA, considering the consolidation of all its subsidiaries, indicating the net asset value per share issued. The Exercise Price must be paid under the strict terms and deadlines set forth in items 2.1 et seq. above, and in the form requested in the Payment Notice, within a maximum period of thirty (30) days after the Exercise Notice is sent. The date of payment of the First Installment of the Exercise Price and/or delivery of the REA Shares to the Grantors, as applicable, provided it is preceded by the Exercise Notice, will be considered the Call Option exercise date (the “Exercise Date”) for all purposes of this Agreement and any legal transactions resulting from the exercise of the Call Option. If the Grantee does not exercise the Call Option within the term of the Agreement, the transaction will terminate at no cost to the Parties, and the Grantors will not be obligated to return the Premium. Furthermore, the data and information obtained and produced by the Grantee in the Mineral Exploration must be sent to the Grantors within ten (10) business days.

3.2 Obligation to assign Mineral Rights. Once the Call Option has been exercised and provided that the conditions set forth in 3.1. above are met, in particular the payment of the First Installment of the Exercise Price, the Grantors will be irrevocably obligated to carry out the sale and consequent transfer of ownership of the Mineral Rights to the Grantee, in accordance with the draft Mineral Rights Assignment Agreement and Other Covenants that is included herein as Annex 3.2.(i.) and, likewise, the Grantee will be irrevocably obligated to acquire the Mineral Rights, in accordance with the terms indicated in its Exercise Notice and according to the conditions mentioned in the Payment Notice. Whereas (i.) the Exercise Price will be divided into two (2) distinct installments and (ii.) only the First Installment of the Exercise Price will have been paid on the Exercise Date, the Mineral Rights Assignment Agreement and Other Covenants, referred to in this item 3.2., must be signed together with the Private Instrument of Fiduciary Transfer of Mineral Rights and Other Covenants, the draft of which is included herein as Annex 3.2.(ii.). In the event of Partial Exercise or exercise of the Residual Option, the Parties must also adopt the drafts in Annexes 3.2.(i.) and 3.2.(ii.), implementing the appropriate adaptations.

3.3 Additional Documents. The Parties undertake, in good faith and in the interest of ensuring compliance with the Call Option governed by this Agreement, to execute any and all documents and perform any and all acts necessary for the definitive transfer of the Mineral Rights to the Grantee, as applicable.

3.4 Changes to Mineral Rights. Without prejudice to the obligations to provide information and documents provided for in Chapter 4 below, the Grantors hereby jointly and severally undertake, in the event of any changes to the intrinsic characteristics of the Mineral Rights, at any time and for any reason, to immediately notify the Grantee, as set forth in item 7.9 below, ensuring that the latter has, regardless of any request to that effect, all the information necessary to assess, at any time during the term of this Agreement, the advisability of exercising the Call Option.

4. DUE DILIGENCE AND RESEARCH RIGHT.

4.1 Feasibility Study. The Grantors hereby declare that they are aware that (i.) conducting a legal, technical, mineralogical, and environmental audit, including regulatory and operational analyses (the “Due Diligence”), is essential for the Grantee to have all the information necessary to assess, at any time during the term of this Agreement, the advisability of exercising the Call Option; and (ii.) the payment of the Premium provided for in 1.2 above was stipulated based on the criterion and condition of the effective (and future) provision, by the Grantors to the Grantee, of the information provided for in this Chapter 4 of the Agreement.

4.2 “Due Diligence”. To justify the payment of the Premium and to assess the appropriateness of exercising the Call Option, the Grantee will conduct, at its discretion and subject to the confidentiality set forth in 7.11. below, a “Due Diligence” on the Mineral Rights, intending to ensure the obtaining of all information it deems pertinent regarding legal, technical, mineral, environmental, or any other issues that may interfere with its conclusion regarding the exercise of the Call Option.

4.3 Failure to comply with deadlines. In the event of failure to comply with any of the deadlines established in 4.2.1. and 4.2.3., unless the delay is demonstrably justified by the delay of the public bodies involved in issuing any requested document, the total number of days of delay will be added to the term of this Agreement, as set forth in 5.1. below, thus postponing the term of the Call Option granted in this Agreement.

5. VALIDITY.

5.1 Term. The provisions of this Agreement shall be valid and effective from the date of its execution for a period of twelve (12) months, extendable as set forth in 4.3. and 4.3.1. above. Before the end of the term provided for in this item, neither Party is permitted to terminate or unilaterally terminate the provisions of this Agreement, except in the cases expressly provided for herein.

6. ADDITIONAL REPRESENTATIONS, WARRANTIES AND OBLIGATIONS OF THE PARTIES.

6.1 Representations and warranties of the Grantors. The Grantors jointly and severally represent and warrant that:

6.2 Additional declaration of the Grantors. The Grantors declare that the execution of this Agreement does not create fraud against creditors, fraud of execution, or presumption of fraud against tax authorities, at the Federal, State, or Municipal levels, as provided for in article 158 of the Civil Code, article 792 of the Civil Procedure Code, and article 185 of the National Tax Code, respectively, and other applicable regulations.

6.3 Prohibited Acts. Except in the event of prior and express approval by the Grantee, the Grantors undertake, directly or indirectly, free of charge or for a fee, partially or fully, during the term of this Agreement as set forth in 5.1. above:

6.4 Non-pecuniary obligations. Failure by either Party to fulfill any of the obligations to give, perform, or refrain from performing under this Agreement and not subject to a specific penalty will subject the breaching Party to specific performance, as well as the obligation to indemnify the non-performing Party for losses and damages, including lost profits, demonstrably incurred and directly related to the breach in question.

6.5 Annual Fee per Hectare. The Parties hereby agree that the Annual Fee per Hectare (the “TAH”) relating to the Mineral Rights and other taxes and fees linked thereto shall be due by the Grantors until the Call Option Exercise Date (or the Residual Purchase Option, as the case may be), when, if applicable and within the limits of the Exercise Notice, the taxes, fees and TAH relating to the mineral rights acquired by the Grantee shall be borne by it.

6.6 General representations of the Parties. The Parties hereby represent to each other that:

6.7 Clay. The Parties agree that Grantor Bautek is hereby authorized to proceed with the removal and/or development of a total quantity of 1,000,000 tons (one million tons) of refractory clay classified as grades 50, 60, or 70, from the Mineral Rights area, as described in Annexes I. and II., linearly over a period of twenty-five (25) years (40,000 tons/year), in accordance with the terms set forth in this item. The clay to be used by Bautek for the development of its activities may be in the form of “run of mine” ore, remaining after the mining of rare earths or other minerals that may be explored by the Grantee in the area of the Mineral Rights (the “ROM Clay”), or as undeveloped clay, extracted from a polygon in which the existence of rare earths or other minerals that may be explored by the Grantee in the area of the Mineral Rights has not been detected in a concentration appropriate to its interests (the “Clay to be Developed” and, together with the ROM Clay, the “Clay”), as defined by mutual agreement between the Parties.

7. FINAL PROVISIONS.

7.1 Intervention. The Consenting Intervening Parties, Partners of the Grantors, sign this agreement, as partners of the Grantors, expressly authorizing the performance of the legal transaction embodied herein, in accordance with articles 107, 219, and 220, all of the current Civil Code. The Consenting Intervening Party REA signs this agreement as guarantor of the (possible) obligation to deliver the REA Shares, as set forth in item 2.1.4 below.

7.2 Entire agreement. This Agreement creates the entire agreement among the Parties regarding the matters creating its subject matter, superseding any previously executed documents and understandings previously reached among the Parties.

7.3 Amendments. Amendments to this Agreement will only be valid when executed in writing and signed by the legal representatives of all Parties.

7.4 Irrevocability. This Agreement is irrevocable and irreversible, binding on the Parties and their heirs and successors in any capacity.

7.5 Assignment. The rights and obligations arising from this Agreement may not be assigned or transferred, in whole or in part, by either Party to third parties other than Authorized Assignees, as defined in item 1.4 above, except with the prior or express consent of the other Party.

7.6 Waiver, Novation and Others. The Parties represent and acknowledge that, except as expressly provided otherwise in this Agreement, (i.) the failure to exercise, the granting of a time limit, the forbearance, or the delay in exercising any right granted to them by this Agreement or by law will not create a waiver or novation of such rights, nor will it prejudice their eventual exercise; (ii.) the individual or partial exercise of these rights will not prevent the subsequent exercise of the remaining rights or the exercise of any other right; (iii.) the waiver of any of these rights will only be valid if formalized in writing; (iv.) the waiver of a right shall be interpreted restrictively and will not be considered a waiver of any other right granted by this Agreement; (v.) the nullity or invalidity of any of the clauses of this instrument will not prejudice the validity and effectiveness of its other clauses or of the Agreement itself; and (vi.) the rights of each Party provided for in this Agreement are cumulative with other rights provided for by law, unless this Agreement expressly excludes them.

7.7 Costs. The Parties agree that all costs and expenses incurred in hiring agents, attorneys, auditors, advisors, intermediaries, or consultants to carry out the transactions covered by this Agreement will be borne exclusively by the respective contracting party.

7.8 Assistance. The Parties represent that they were duly assisted by their respective attorneys in executing this Agreement, who warned them of the risks involved in the transaction covered by this Agreement, and that they are signing this Agreement independently, of their own free will, aware of the risks and obligations to which they are subject, and of the rights granted under this Agreement. Neither Party may, at any time after signing this Agreement, claim ignorance, error, injury, lack of knowledge, or any other defect regarding the risks, obligations, and rights provided for in this Agreement.

7.9 Notices. All notifications, notices or communications relating to this Agreement will be in writing and will be deemed received on the delivery date, if delivered in person, or on the date of actual receipt, if sent by post, or on the date of dispatch, if sent by email.

Such notifications, notices and communications will be sent to the addresses indicated below or to any other address that may be communicated by one Party to the other, via written communication:

if for the Grantors:

Terra Goyana Mineradora Ltda.

Rua João de Abreu, No. 192, 14th Floor, Sala 144-A e 145-A, Setor Oeste, Goiânia, State of Goiás, ZIP Code 74120-110.

At.: Luiz Antônio Vessani, e-mail:

Bautek Minerais Industriais Ltda.

Rodovia BR-459, Km 8, Laranjeiras de Caldas, Caldas, State of Minas Gerais, ZIP Code 37780-000.

At.: Reinaldo Tito Teixeira Noronha, e-mail:

Edem Empresa de Desenvolvimento em Mineração e Participações Ltda.

Rua Serra Dourada, No. 1213, Quadra 95, Lotes 121 e 123, Santa Genoveva District, Goiânia, State of Goiás, ZIP Code 74672-680.

At.: Luiz Antônio Vessani, e-mail:

if for the Grantee:

Alpha Minerals Brazil Participações Ltda.

Rua Professor José Leite e Oiticica, No. 530, Brooklin, City of São Paulo, State of São Paulo, ZIP Code 04705-080

At.: Bernardo da Veiga, e-mail: ;

if for the Consenting Intervening Party REA:

Rare Earths Americas Pty Ltd..

Suite 53 Level 2, 11-15, Labouchere Road, South Perth, WA, 6151.

At.: Bernardo da Veiga, e-mail: ;

if for the Consenting Intervening Parties, Partners of the Grantors:

Santíssima Trindade Participações Ltda.

Rua João de Abreu, No. 192, 14th floor, sala 146-A, Setor Oeste, Goiânia, State of Goiás, ZIP Code 74120-110.

At.: Marcos de Alencastro Curado, e-mail:

Supergran Mineração Ltda.

Estrada Pedra de Fogo, km 15, Pátio 5, Zona Rural, Barro Alto, State of Goiás, ZIP Code 76390-000.

At.: Marcos de Alencastro Curado Filho, e-mail:

Nortek Participações Ltda.

Rua Genoveva de Souza, No. 871, sala E, Sagrada Família District, Belo Horizonte, State of Minas Gerais, ZIP Code 31030-220.

At.: Reinaldo Tito Teixeira Noronha, e-mail:

Sintertec Holding, Ltd..

P.O. Box 71, Road Town, Craigmuir Chambers, Tortola, British Virgin Islands.

At.: Reinaldo Tito Teixeira Noronha, e-mail:

Leandro Rocha Scislewski.

José Lincoln Gambier Costa.

Gustavo Alves Guerra.

Luiz Antonio Vessani.

7.10 Taxes. Unless otherwise provided for in this Agreement, all taxes arising from the transactions covered by this Agreement will be borne exclusively by the respective taxpayer.

7.11 Confidentiality. The Parties undertake to maintain absolute secrecy and confidentiality regarding the content of this Agreement, expressly undertaking not to disclose or transmit it to third parties without the prior and express written consent of the other Party, except if such disclosure or disclosure is required by law or by court order, in which case it must be strictly limited to the content and form established by applicable law or court order and will be made exclusively to the persons or entities to whom it is directed. However, the Parties are entitled, regardless of the consent referred to in this item, to disclose the contents of this Agreement to their directors, employees, agents, advisors, auditors, creditors, and service providers who need to know it for the purpose of assisting the Party in question. Any Party that fails to comply with the obligation set forth herein will be subject to payment of compensation for any losses and damages caused, as set forth in item 6.4 above.

7.12 Cooperation. The Parties undertake to mutually cooperate and provide any assistance that may be reasonably required for the proper development and fulfillment of the obligations set forth in this Agreement, it being established that it was entered into in the best interests of the Parties, in compliance with the bases and parameters currently practiced in the market, considering the risks inherent therein. The Parties consent and agree that this Agreement, notwithstanding this, does not create or establish any form of associative link, consortium, “joint venture”, partnership, company or association of any type or nature among them, with the Parties remaining completely independent of each other.

7.13 Personal Data Protection. The Parties, by mutual agreement, comply with the duties and obligations regarding the personal data protection and undertake to process the Personal Data collected under this Agreement, if any, according to the applicable law, including, but not limited to, Law No. 12,965 dated as of 04.23.2014, Decree No. 8,771 dated as of 05.11.2016 (Internet Civil Rights Framework), Law No. 13,709 dated as of 08.14.2018 (“LGPD”), where and as applicable. The Parties must also ensure that their representatives, partners, directors, and employees comply with the provisions of the relevant legal instruments related to data protection, as provided for in the LGPD.

7.14 Anti-corruption clause. Compliance. For the performance of this Agreement, neither party may offer, give, or commit to give, to anyone, or accept or commit to accept, from anyone, either on its own behalf or through another party, any payment, donation, compensation, financial or non-financial advantages, or benefits of any kind that create an illegal or corrupt practice under the laws of any country, directly or indirectly related to the purpose of this Agreement, or even in any way unrelated to this Agreement. They must also ensure that their agents and employees act in the same manner.

7.15 Specific Performance. All commitments and obligations assumed in this Agreement by the Parties are subject to specific performance, according to the articles 497, 501 and 815 et seq. of the Civil Procedure Code, with this instrument serving as an instrument enforceable out of court, according to the article 784, III, of the Civil Procedure Code.

7.16 Signatures. The Parties agree that this Agreement will be executed electronically by the Parties, but not through electronic certificates issued by the Brazilian Public Key Infrastructure, as permitted in article 10, §2 of Provisional Measure No. 2,220-2, and article 784, §4, of the Civil Procedure Code, stating that any form of electronic record will be sufficient for its truthfulness, authenticity, integrity, validity, and effectiveness, as well as for the respective binding of the Parties to its terms. The Parties also agree that the electronic signature of this Agreement does not prevent or impair its enforceability, and shall be considered, for all legal purposes, an instrument enforceable out of court, as provided in 7.15. above. The Parties further acknowledge that (i) even if either Party electronically signs this Agreement in a different location, the place of execution of this Agreement is, for all purposes, the City of São Paulo, State of São Paulo, as indicated below; and (ii) the execution date of this Agreement will be considered, for all intents and purposes, the date indicated below, notwithstanding the date on which the last electronic signature is executed.

7.17 Jurisdiction. The Parties hereby elect the jurisdiction of the Capital of the State of São Paulo to resolve any doubts, disputes, or controversies arising from this Agreement, to the exclusion of any other, however privileged it may be or may become.

In witness whereof, the Parties sign this instrument electronically, through the DocuSign platform, www.docusign.com.br, in the presence of the witnesses indicated below.

São Paulo, February 20, 2024.

Grantors:

TERRA GOYANA MINERADORA LTDA.

p. Luiz Antônio Vessani and Marcos de Alencastro Curado

BAUTEK MINERAIS INDUSTRIAIS LTDA.

p. Reinaldo Tito Teixeira Noronha and Luiz Antônio Vessani

EDEM EMPRESA DE DESENVOLVIMENTO EM MINERAÇÃO E PARTICIPAÇÕES LTDA.

p. Luiz Antônio Vessani

SINTERTEC MINERAIS INDUSTRIAIS LTDA.

p. Reinaldo Tito Teixeira Noronha

Grantee:

ALPHA MINERALS BRAZIL PARTICIPAÇÕES LTDA.

p. João Paulo Agapito da Veiga and Renato Aureo de Paula Gonzaga

Consenting Intervening Parties:

RARE EARTH AMERICAS LTD.

p. Bernardo Sanchez Agapito da Veiga and Dominic Paul Allen

SANTÍSSIMA TRINDADE PARTICIPAÇÕES LTDA.

p. Marcos de Alencastro Curado

SUPERGRAN MINERAÇÃO LTDA.

p. Marcos de Alencastro Curado Filho and Luiz Antônio Vessani

NORTEK PARTICIPAÇÕES LTDA.

p. Reinaldo Tito Teixeira Noronha

SINTERTEC HOLDING, LTD.

p. Reinaldo Tito Teixeira Noronha

LEANDRO ROCHA SCISLEWSKI

JOSÉ LINCOLN GAMBIER COSTA

GUSTAVO ALVES GUERRA

LUIZ ANTONIO VESSANI

Witnesses:

***

List of Annexes:

Annex I.: Identification, Authorizations, and Main Characteristics of the Rights.

Annex II.: Identification and Main Characteristics of the Exploration Application.

Annex 1.2.: Bank account details held by the Grantors.

Annex 3.2.(i.): Draft Private Instrument of Assignment of Economic Rights and Other Covenants between the Grantors and the Grantee.

Annex 3.2.(ii.): Draft Private Instrument of Fiduciary Sale of Mineral Rights and Other Covenants between the Grantors and the Grantee.

Annex 3.2.1.(i.): Draft Instrument of Assignment of Mineral Rights between the Grantor Terra Goyana and the Grantee.

Annex 3.2.1.(ii.): Draft Instrument of Assignment of Mineral Rights between the Grantor Bautek and the Grantee.

Annex 3.2.1.(iii.): Draft Instrument of Assignment of Mineral Rights between the Grantor Edem and the Grantee.

Annex 3.2.1.(iv.): Draft Instrument of Assignment of Mineral Rights between the Grantor Sintertec and the Grantee.

Annex 3.3.3.(i.): Draft Power of Attorney for the transfer of Mineral Rights granted by Terra Goyana.

Annex 3.3.3.(ii.): Draft Power of Attorney for the transfer of Mineral Rights granted by Bautek.

Annex 3.3.3.(iii.): Draft Power of Attorney for the transfer of Mineral Rights granted by Edem.

Annex 3.3.3.(iv.): Draft Power of Attorney for the transfer of Mineral Rights granted by Sintertec.

Annex 4.2.1.: Initial Due Diligence checklist.

Annex 6.7.1.: Description of Clay characteristics.

Annex 6.7.4.: Current Clay exploration map. .

Annex I.

to the Call Option Agreement for Mineral Rights and Other Covenants, dated as of February 20, 2024.

Identification, Authorizations, and Main Characteristics of the Rights.

Basic proceeding data

Substances:

Cities:

Associated processes:

Documents that make up the process:

Events:

IMPORTANT: This service is for informational purposes only and, therefore, does not replace the use of the relevant official instruments for legal purposes. The information is made available at the time and in the form in which it is entered into the database by DNPM employees and collaborators.

© All Rights Reserved – 2020

Polygonal

Process: 832.149/2022

Graphical representation:

Polygonals:

IMPORTANT: This service is for informational purposes only and, therefore, does not replace the use of the relevant official instruments for legal purposes. The information is made available at the time and in the form in which it is entered into the database by DNPM employees and collaborators.

© All Rights Reserved - 2020

Basic proceeding data

Substances:

Cities:

Associated processes:

Documents that make up the process:

Events:

IMPORTANT: This service is for informational purposes only and, therefore, does not replace the use of the relevant official instruments for legal purposes. The information is made available at the time and in the form in which it is entered into the database by DNPM employees and collaborators.

© All Rights Reserved - 2020

Polygonal

Process: 832.150/2022

Graphical representation:

Polygonals:

IMPORTANT: This service is for informational purposes only and, therefore, does not replace the use of the relevant official instruments for legal purposes. The information is made available at the time and in the form in which it is entered into the database by DNPM employees and collaborators.

© All Rights Reserved - 2020

Basic proceeding data

Substances:

Cities:

Associated processes:

Documents that make up the process:

Events:

IMPORTANT: This service is for informational purposes only and, therefore, does not replace the use of the relevant official instruments for legal purposes. The information is made available at the time and in the form in which it is entered into the database by DNPM employees and collaborators.

© All Rights Reserved - 2020

Polygonal

Process: 818.865/1971

Graphical representation:

Polygonals:

IMPORTANT: This service is for informational purposes only and, therefore, does not replace the use of the relevant official instruments for legal purposes. The information is made available at the time and in the form in which it is entered into the database by DNPM employees and collaborators.

© All Rights Reserved - 2020

Basic proceeding data

Substances:

Cities:

Associated processes:

Documents that make up the process:

Events:

IMPORTANT: This service is for informational purposes only and, therefore, does not replace the use of the relevant official instruments for legal purposes. The information is made available at the time and in the form in which it is entered into the database by DNPM employees and collaborators.

© All Rights Reserved - 2020

Polygonal

Process: 830.914/2013

Graphical representation:

Polygonals:

IMPORTANT: This service is for informational purposes only and, therefore, does not replace the use of the relevant official instruments for legal purposes. The information is made available at the time and in the form in which it is entered into the database by DNPM employees and collaborators.

© All Rights Reserved - 2020

Basic proceeding data

Substances:

Cities:

Associated processes:

Documents that make up the process:

Events:

IMPORTANT: This service is for informational purposes only and, therefore, does not replace the use of the relevant official instruments for legal purposes. The information is made available at the time and in the form in which it is entered into the database by DNPM employees and collaborators.

© All Rights Reserved - 2020

Polygonal

Process: 806.199/1973

Graphical representation:

Polygonals:

IMPORTANT: This service is for informational purposes only and, therefore, does not replace the use of the relevant official instruments for legal purposes. The information is made available at the time and in the form in which it is entered into the database by DNPM employees and collaborators.

© All Rights Reserved - 2020

Annex II.

to the Call Option Agreement for Mineral Rights and Other Covenants, dated as of February 20, 2024.

Identification and Main Characteristics of the Exploration Application.

Basic proceeding data

Substances:

Cities: