Exhibit 4.7

Strictly Private and Confidential

29 November 2024

Attention:

AHARON ZAETZ

Resolution Minerals Limited

Level 4, 29 King William Street

Adelaide, SA, 5000

Dear Ari,

Resolution Minerals Limited – Corporate Advisory & Transactional Engagement

This letter confirms that Resolution Minerals Limited (ABN 99 617 789 732) (Company) has engaged Oakley Capital Partners Pty Limited (ACN 6631 65839) (Oakley Capital) to act as the Company’s exclusive corporate advisor and lead manager for capital requirements in connection with the Company’s ongoing corporate advisory and capital raisings (Proposed Role).

Oakley Capital will act as exclusive financial advisor and lead manager on the terms and conditions set out in this agreement. Unless the context requires otherwise, capitalised terms used in this letter have the meaning given to them in the text of this letter. A reference in this letter to the “agreement” or “engagement” is a reference to the agreement between the Company and Oakley Capital on the terms set out in this letter.

Oakley Capital will complete a placement to raise an initial $100k - $200k immediately after execution of this agreement. On this raise, Oakley will be paid a fee of 6% cash on funds raised, and be issued 30 million broker shares (out of current capacity, and on a pre-consolidation basis) per $100,000 raised (and same number of broker options as placement options get issued).

The initial Proposed Transaction is for the Company to raise approximately $1.25 million - $2 million (following completion of the upcoming share consolidation), at a pre-agreed price and to come with attaching Listed Options.

The Company agrees to conduct an Options Entitlement Issue following completion of the upcoming share consolidation, creating a new class of listed options (“Listed Options”).

Oakley Capital will provide the following services to the Company:

(collectively, the Services).

The Company acknowledges that Oakley Capital will not provide any legal, accounting, regulatory, tax or other specialist or technical advice under this agreement and Oakley Capital has no expertise in these areas. Accordingly, the Company will be responsible for appointing its own professional advisers for such advice, and Oakley Capital may also rely on those professional advisers’ advice in connection with this Proposed Transaction.

1.11 Services – Transactional

Oakley Capital is exclusively engaged as the Company’s financial advisor in relation to:

(each, a Transaction) in each case, by, to or from (as applicable) any one or more possible parties or a group of Affiliates, whether alone or together with any associate(s), including, without limitation, by way of a scheme of arrangement(s), takeover offer, acquisition(s), option(s), amalgamation(s), consolidation(s) reorganisation(s), other business combination(s), exchange offer(s), merger(s), negotiated purchase(s), leveraged buyout(s), placement(s), minority investment(s), partnership(s), joint or collaborative venture(s), control transaction(s), reverse takeover(s), strategic investment(s), general investment(s) or other funding arrangement(s), foreign listing(s), dual listing(s), any other form of listing(s), or otherwise and whether in one or a series of transactions and whether made or undertaken publicly or non publicly; and

Strategic Advice

Preparation

Implementation

Oakley Capital’s team will be led by John Rawicki who will be assisted by but not limited to the remainder of their team (Oakley Capital and its associates).

Oakley Capital may determine, in its sole discretion, which of its employees are best suited to provide the Services to the Company throughout the course of the Proposed Transaction and assign them to this engagement. Oakley Capital’s team is subject to change without notice.

This agreement and the provision of the Services does not constitute an offer or any commitment by Oakley Capital to underwrite or subscribe for securities (or to procure others to do so) nor does this Agreement constitute a guarantee that the Proposed Transaction will be successful.

As consideration for providing the Services, the Company agrees to pay Oakley Capital:

The Company agrees to issue Oakley Capital (or its nominees) 1 broker option per placement option issued, and 3 broker shares per 10 placement shares issued (these may require shareholder approval) as set out in the Annexure.

payable out of the gross proceeds received by Oakley Capital under this engagement.

In this agreement, “Gross Proceeds” means the gross amount raised under any Proposed Transaction.

In the case of a Transaction described in paragraph 1.11 of this Engagement Letter being announced to the ASX (or any other stock exchange), the Company will pay Oakley a Transaction Fee (payable in cash, or in shares if mutually agreed) equal to 10% of the Transaction Size (defined as being the highest total price payable under the Transaction) for any Transactions introduced to the Company by Oakley Capital. The Transaction Fee will by 3% for any Transactions not introduced to the Company by Oakley Capital. If the fee is paid in shares, each share will come with an attaching option.

The Company must reimburse Oakley Capital for all reasonable expenses incurred following agreement with the Company in writing in connection with this engagement including, without limitation, reasonable fees and disbursements of legal counsel, roadshow expenses, marketing and communication, printing, couriers, postage, distribution, accommodation and travel costs (including business class air travel).

Oakley Capital agrees to seek written approval from the Company prior to incurring any individual expense above $1000, other than expenses for legal fees.

The Company must pay the fees and expenses in this clause 2 in full without counterclaim, set-off or cross-demand. If the Company is required by applicable law to make any deduction or withholding on account of taxes with respect to any amount payable hereunder, then it shall (i) pay such additional amounts so that the net amount received by Oakley Capital of such payment is not less than the amount which Oakley Capital would have received had no such deduction or withholding been made and (ii) promptly deliver to Oakley Capital all tax receipts evidencing payment of taxes so deducted or withheld.

Until the Company has paid the fees and expenses of Oakley Capital in full, the Company may not reduce its liability under this letter by claiming it has, or any other person has, a right of counterclaim, set-off or cross-demand.

The fees in this clause 2 are quoted exclusive of any applicable GST. If GST is applicable to any supply (including the supply of any goods, services, other rights, benefits or other things) made under or in connection with this agreement (including without limitation this clause 2), Oakley Capital may, in addition to any amount or consideration payable or to be provided under this agreement, recover from the Company an additional amount on account of GST, such amount to be calculated by multiplying the value of the consideration payable or to be provided by the Company for the relevant supply by the prevailing GST rate.

All fees and expenses payable by the Company to Oakley Capital under this agreement must be paid in full without counterclaim, set-off or cross-demand in immediately available funds in Australian dollars.

Prior to settlement of the Proposed Transaction, Oakley Capital will issue an invoice for the fees set out in clause 2.1A above. The fees will be payable out of the proceeds received by Oakley Capital under this engagement.

Oakley Capital’s fees under this agreement are not reduced or otherwise affected by reason of any payments made to a third party by the Company or any other entity, or by reason of any payments made by the Company to Oakley Capital in respect of any services provided by Oakley Capital to the Company that fall outside the scope of this agreement.

Invoices issued to the Company and unpaid (whether in whole or in part) for more than 30 days from the date of the invoice incur interest at a rate per annum equal to the Reserve Bank of Australia’s overnight cash rate plus 1.0% calculated in arrears on a daily basis on the unpaid amount from the due date until the date payment in full is received by Oakley Capital.

Oakley Capital are irrevocably authorised to:

The Company will comply with, and will assist Oakley Capital to comply with, all applicable legal and regulatory provisions (including, without limitation, the rules and requirements of ASX, rules and guidance published by ASIC and the Corporations Act 2001 (Cth)) in connection with the engagement and the Proposed Transaction.

The Company agrees, to the maximum extent permitted by law, to indemnify and hold harmless, on an after-tax basis, each of Oakley Capital and its related bodies corporate as defined in section 50 of the Corporations Act (Related Bodies Corporate) and their respective officers, directors, employees, advisors, representatives and agents (Indemnified Party) from and against:

of whatever nature and in whatever jurisdiction, and which refer or relate to or arise from, directly or indirectly, whether foreseeable or known to the Indemnified Parties or not at the date of signing, the Services provided under this agreement, any offer generally or any actual or proposed offers or other conduct in connection with the engagement.

The above indemnity will not apply to the extent to which any Loss is finally judicially determined to have resulted primarily from an Indemnified Party’s fraud, wilful default or gross negligence.

Reimbursement for all Losses and Claims is to be paid to the relevant Indemnified Party promptly on demand.

The Company agrees, to the maximum extent permitted by law, to reimburse each Indemnified Party for all their direct and reasonable expenses in connection with investigating, preparing for, defending, or providing evidence in any pending or threatened Claim of whatever nature and in whatever jurisdiction and which refers or relates to or arises from, directly or indirectly, the Services provided under this agreement, any offer generally or any actual or proposed offers or other conduct in connection with the engagement described in this letter. This includes any matter for which indemnification may be sought under the above arrangements (whether or not Oakley Capital is a party to such Claim).

Reimbursements are to be paid to the relevant Indemnified Party promptly on demand.

The Company will not, without the prior written consent of Oakley Capital, settle any pending or threatened Claim of whatever nature and in whatever jurisdiction which refers or relates to or arises from, directly or indirectly, the Services provided under this agreement, any offer generally or any actual or proposed offers or other conduct in connection with the engagement described in this letter (whether or not any Indemnified Party is party to that claim or proceeding), unless such settlement:

Oakley Capital enters into the provisions of these clauses 4 and 5 for itself and as agent of the other Indemnified Parties associated with it who are not a party to this agreement and, accordingly, accepts the full benefit of this clause on behalf of those Indemnified Parties. For the avoidance of doubt, the parties agree that this agreement is enforceable by any Indemnified Party regardless of whether it is a party to this agreement or not, and as if each Indemnified Party had entered into a deed poll to evidence this.

The Company acknowledges Oakley Capital, in acting pursuant to this agreement, will be using publicly available information and other information and advice provided by the Company which may include confidential information prepared for or by the Company. The Company acknowledges that Oakley Capital will be relying on such information and advice and that Oakley Capital does not assume responsibility for, and has not undertaken any independent verification of, the accuracy or completeness of any such information or advice. Oakley Capital has no liability to the Company for any use of such information or advice. The Company must promptly notify Oakley Capital if it becomes aware that any such information is, or may be, inaccurate, untrue, incomplete or misleading or advice incorrect or modified.

The Company agrees that, to the maximum extent permitted by law, no Indemnified Party will have any liability (whether in contract or tort or otherwise) to the Company for or in connection with any pending or threatened Claim or Loss of whatever nature and in whatever jurisdiction which refers or relates to or arises from, directly or indirectly, the Services provided under this agreement, the offer generally or any actual or proposed offers or other conduct in connection with the engagement described in this letter, except for Losses incurred by the Company to the extent to which such Losses are finally judicially determined to have resulted primarily from the gross negligence or wilful default of that Indemnified Party. The Company agrees no Indemnified Party is liable for any indirect or consequential damages, even if the Company is advised of the possibility of such damages and irrespective of whether any claim for damages is made for negligence, for breach of contract or otherwise.

Subject to any law to the contrary, and except as expressly provided in this agreement, all terms or conditions implied by law, whether statutory or otherwise, regarding the Services to be provided by Oakley Capital under this agreement are excluded.

The Company and Oakley Capital agree that it is not the intention of the parties to create a fiduciary or agency relationship between them. Without limiting the foregoing, the Company acknowledges and agrees that:

In the event that clause 5.1, 5.2, 5.3 of this letter do not apply, the Company agrees that the aggregate liability of Oakley Capital to the Company on account of all loss and damage in respect of all causes of action arising in relation to this letter (whether in tort, contract, under statute or otherwise) is limited to the amount that is the lesser of the fees and expenses payable by the Company to Oakley Capital under this agreement or $200,000.

The Company agrees to provide and procure each of its Related Bodies Corporate to provide Oakley Capital with all information and data Oakley Capital deems appropriate in connection with the performance of its obligations under this agreement.

The Company also undertakes to keep Oakley Capital informed at all times of all material strategies, developments and discussions relevant to the engagement and the Proposed Transaction and that no initiatives will be taken without prior consultation with Oakley Capital.

The Company agrees that all information and data provided by it to Oakley Capital will be accurate and complete in all material respects and that it will notify Oakley Capital promptly where it becomes aware that any information and data provided to Oakley Capital is, or may be, inaccurate, untrue, incomplete or misleading.

The Company agrees to provide Oakley Capital with full access to the Company’s officers, directors, employees and professional advisors.

The Company will inform Oakley Capital of, and involve Oakley Capital in, all material discussions and negotiations between the Company and all other parties to the Proposed Transaction.

Oakley Capital may place public announcements or advertisements in financial and other newspapers and journals describing its Services in connection with this engagement. It may also make reference to the Services it has provided in connection with this engagement in promotional material and pitch documents Oakley Capital may use in the course of its business and in promoting the services that Oakley Capital may provide to other clients or prospective clients of Oakley Capital.

The Company agrees that any public announcement made by it concerning any Proposed Transaction will contain a reference to Oakley Capital’s role as corporate advisor and lead manager to the Company for any Proposed Transaction. Oakley Capital has the right to review any such announcement and must approve any reference to its role as corporate advisor and lead manager (such approval not to be unreasonably withheld).

The Company shall use its best endeavours to allow Oakley Capital to have a minimum period of 2 hours to review any announcement by the Company.

The Company agrees that Oakley Capital’s advice will be prepared and provided to the Company for use only in connection with the Proposed Transaction. It may not be relied on by others. The Company agrees that it will not disclose Oakley Capital’s advice or the terms of this Agreement to any third party (except on a confidential basis to the Company’s professional advisors (it being understood that the Company will be responsible for any breach by such advisors of this clause 0) and except as required by law, regulation or judicial or administrative process) without Oakley Capital’s prior written consent. The Company confirms it will make its own independent assessment of the risks, benefits and suitability of the Proposed Transaction to the Company.

Oakley Capital acknowledges that, in furtherance of the engagement described in this letter, the Company may provide Oakley Capital with certain non-public or proprietary information concerning the Company (Confidential Information). The Company authorises Oakley Capital to use such Confidential Information only in connection with the provision of the Services and / or any other purpose for which it was provided.

Oakley Capital agrees that it will not, without the prior consent of the Company, disclose any Confidential Information to any person, other than Oakley Capital and its Related Bodies Corporate, and their respective officers, directors, employees, representatives, auditors and advisors (it being understood that Oakley Capital will be responsible for any breach of this clause 8 by any such officers, directors, employees, representatives, auditors and advisors). This restriction will not apply to any Confidential Information which becomes publicly available other than as a result of the breach of Oakley Capital’s undertakings hereunder, or to any Confidential Information Oakley Capital is requested or required to disclose by law, to any regulatory authority or in connection with any judicial or administrative process.

This undertaking by Oakley Capital automatically terminates two (2) years following the date of commencement of this agreement.

In this paragraph 8, “publicly available” information includes information which is or can be obtained by Oakley Capital from any source other than the Company, its Related Bodies Corporate or their respective officers, directors, employees, advisors or other representatives, provided that source has not, to Oakley Capital’s knowledge, breached a confidentiality obligation concerning such information.

The Company acknowledges that Oakley Capital and its affiliates (Oakley Capital Group) carry on a range of businesses, including but not limited to providing investment banking and corporate advisory services to clients [as well as trading activities on their own account]. In the ordinary course of these activities, members of the Oakley Capital Group may engage in activities or owe duties to other persons which may conflict with the interests of the Company.

As a result of the potential for conflicts of interest, the Oakley Capital Group operates a set of rules and procedures (including the maintenance of Chinese walls or other forms of information barriers) to reduce the potential for conflicts of interest.

Although the Oakley Capital Group may (in the course of other relationships) acquire information relevant to the Company or this engagement, it has no obligation to disclose this information to the Company if confidentiality obligations prohibit its disclosure.

This agreement commences on the date of this letter and expires 12 months from the commencement date with an automatic extension for a further 12 months, unless a party notifies the other party within 9 months of the commencement date that it does not wish to extend the term. The parties agree the Services provided by Oakley Capital under this agreement may be terminated with or without cause by Oakley Capital by written notice without liability or continuing obligation, except clauses 2, 4, 5, 6, 0, 8, 9, 10, and 13 and those other clauses which by their terms survive termination or expiration of this agreement.

In the event the Oakley Capital Group does not successfully complete the initial Proposed Transaction within 75 days following the Company obtaining shareholder approval for the initial Proposed Transaction, this agreement will automatically terminate with no further obligations between the parties and clause 11 will not apply.

The Company agrees that it will not pursue the Proposed Transaction or obtain services from another firm that is similar to the Services being provided by Oakley Capital in respect to any transactions undertaken by the Company for a period of 12 months from the date that this engagement ends or is otherwise terminated without first giving Oakley Capital:

The Company acknowledges that damages may not be an adequate remedy should this clause be breached by the Company.

The Company will be liable to pay Oakley Capital the Capital Raising Fee payable under clauses 2 in respect to any transaction or capital raising entered into by the Company:

A counterparty shall be deemed to have been introduced to the Company by Oakley Capital if the fact that the Company was looking for additional capital or similar services, or for any other reason, is made known to that party by Oakley Capital whether orally, in writing or otherwise through any advertisements or other materials prepared by Oakley Capital. Given the financial markets are an intimate environment, the Company having spoken to a particular party prior to 6 months of entering into this agreement, but re-introduced by Oakley Capital shall be captured under this mandate for Oakley Capital to be paid a fee.

Each of the Company and Oakley Capital represents and warrants that this agreement has been duly executed and delivered on its behalf and constitutes its legal, valid, binding and enforceable obligations, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights.

The Company may not assign its rights or obligations under this agreement.

Oakley Capital may perform its obligations under this agreement either directly or through any of its Related Bodies Corporate. The provisions of this agreement apply equally to Oakley Capital and any of its Related Bodies Corporate that perform Oakley Capital’s obligations under this agreement.

This letter:

If the whole or any part of a provision of this agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this agreement.

Headings used in this agreement are for ease of reference only and shall not affect its interpretation.

If the Company agrees to the above terms, please indicate acceptance by signing, dating and returning a copy of this letter to us.

We look forward to working with you.

Yours faithfully,

Oakley Capital Partners Pty Limited

(ACN 6631 65839):

Date signed: 29 Nov 2024

Accepted and agreed.

Date signed: