Exhibit 4.31

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of the 9th day of March, 2026 (the “Effective Date”)

AMONG:

SIERRA BLANCA QUARRY, LLC, a limited liability company existing under the laws of the State of Texas, having an address at 2000 Skunk Canyon Rd., P.O. Box 100, Sierra Blanca, Texas 79851 (the “Seller”)

DENNIS WALKER AND BECKY DEAN WALKER, in their individual capacity (collectively, “Walker”)

-and-

TACTICAL RESOURCES CORP., a corporation incorporated under the laws of the Province of British Columbia having an address at 1500-1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7

(the “Buyer”)

WHEREAS:

NOW THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.1. Defined Terms. Reference is made to Schedule “B” for the defined terms that are sometimes used in this Agreement as well as other interpretation matters.

1.2. Termination of 2021 Agreement. The Seller and the Buyer agree that the 2021 Agreement is hereby terminated and superseded for all purposes by this Agreement.

2.1. Purchase and Sale. On and subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller, all of the Acquired Tailings (less any 2026 APA Tailings Amount) free and clear of any and all Encumbrance.

2.2. 2026 Tailings Amount; Additional Tailings.

(a) The Buyer shall have the right to purchase all of the Tailings located on the Leased Premises as of the Effective Date, which the Parties in good faith agree to be approximately 4,000,000 Tons (the “2026 Tailings Amount”). The Parties agree and acknowledge that the Buyer shall either: (i) acquire the entire 2026 Tailings Amount pursuant to the terms and conditions set forth in this Agreement, or (ii) acquire a portion of the 2026 Tailings Amount pursuant to the terms and conditions set forth in this Agreement, and the remainder of the 2026 Tailings Amount pursuant to the terms and conditions set forth in, if executed, that certain Asset Purchase Agreement to be entered into by and among the Seller, the Buyer and Plum III Merger Corp., a corporation incorporated under the laws of the Province of British Columbia (the “Asset Purchase Agreement”). At least five (5) Business Days prior to the acquisition of any of the 2026 Tailings Amount (the “2026 Tailings Amount Notice Date”), the Buyer shall deliver written notice to the Seller (the “2026 Tailings Amount Notice”) specifying: (1) the portion of 2026 Tailings Amount to be acquired by the Buyer hereunder (the “2026 PSA Tailings Amount”), (2) the date that the Buyer shall acquire the 2026 PSA Tailings Amount (the “2026 Tailings Amount Acquisition Date”), which 2026 Tailings Amount Acquisition Date shall not be more than five (5) Business Days after the Buyer delivers the 2026 Tailings Amount Notice to the Seller, and (3) the portion of the 2026 Tailings Amount to be acquired by the Buyer under the Asset Purchase Agreement, if any (the “2026 APA Tailings Amount”). On the 2026 Tailings Amount Notice Date, Buyer shall also deposit, or cause to be deposited with Odyssey Transfer and Trust Company, a Minnesota corporation (the “Escrow Holder”), Forty-Four Thousand Dollars ($44,000.00) (the “2026 PSA Tailings Purchase Price”) in cash, certified check or by wire transfer of immediately available US funds, as full consideration for the Buyer’s purchase of the 2026 PSA Tailings Amount. The Escrow Holder shall hold or deposit the 2026 PSA Tailings Purchase Price and any Additional Payment Amounts (such amounts and any interest and/or income earned thereon, the “Escrow Amount”) in accordance with the terms and conditions of that certain Cash Escrow Agreement to be entered into by and among the Buyer, the Seller and the Escrow Holder (the “Escrow Agreement”), the form of which is attached hereto as Schedule “G” and incorporated herein for all purposes, which Escrow Agreement shall be executed by the Buyer, the Seller and the Escrow Holder no later than the date that is ten (10) Business Days prior to the 2026 Tailings Amount Notice Date. The Escrow Holder shall only release the portion of the Escrow Amount to the Seller described in joint written instructions delivered by the Parties once the Buyer takes Delivery of the relevant portion of the Acquired Tailings pursuant to the terms and conditions set forth in Section 2.4 below, all as more particularly described in the Escrow Agreement. Notwithstanding anything contained herein to the contrary, and in addition to all rights and remedies the Buyer is entitled to hereunder, if the Escrow Agreement has not been fully executed prior to the 2026 Tailings Amount Notice Date due to the acts or omissions of the Seller (a “Seller Escrow Default”), then on or immediately prior to the 2026 Tailings Amount Acquisition Date: (A) the Buyer shall deliver the 2026 PSA Tailings Purchase Price directly to the Seller (instead of the Escrow Holder), and (B) the Seller shall be required to deliver to the Buyer an original copy, duly executed by the Seller, of a Bill of Sale and Assignment, the form of which is attached hereto as Schedule “H” and incorporated herein for all purposes (each, a “Bill of Sale”), which shall otherwise be in form and substance reasonably acceptable to the Buyer, evidencing the conveyance of the 2026 PSA Tailings Amount to the Buyer (the “2026 Tailings Bill of Sale”). If the Seller does not fully cure the Seller Escrow Default and the Escrow Agreement remains unexecuted due to the acts or omissions of the Seller for more than thirty (30) Business Days following the 2026 Tailings Amount Acquisition Date, then an “Uncured Seller Escrow Default” shall be deemed to have occurred hereunder.

(b) No later than March 31st of each Calendar Year or such later date if requested by the Seller prior to March 31st of each Calendar Year and agreed to in writing by the Buyer to permit the Seller to determine the amount of Retained Tailings needed by the Seller during such Calendar Year, the Seller shall notify the Buyer in writing (each, an “Annual Production Report”) of the approximate amount of Additional Tailings it produced from its operation of the Mine in the immediately preceding Calendar Year (such amount, less any Retained Tailings, the “Annual Additional Tailings Amount”). No later than thirty (30) Business Days after the Buyer receives the Annual Production Report from the Seller: (i) the Buyer shall pay to the Escrow Holder (or, following an Uncured Seller Escrow Default, the Buyer shall pay directly to the Seller) the corresponding amount due for the Annual Additional Tailings Amount, calculated as the Tailings Price multiplied by the Annual Additional Tailings Amount (each, an “Additional Payment Amount”), and (ii) following an Uncured Seller Escrow Default only, the Seller shall deliver a fully executed copy of a Bill of Sale, in form and substance reasonably acceptable to the Buyer, to evidence the conveyance the Annual Additional Tailings Amount to the Buyer (each, an “Annual Additional Tailings Amount Bill of Sale”). Each Additional Payment Amount shall constitute full satisfaction of the Buyer’s obligation for the Annual Additional Tailings Amount produced in the immediately preceding Calendar Year, unless the Buyer also delivers written notice that it disputes the amount of Additional Tailings set forth in an Annual Production Report. Such dispute notice must be delivered before the expiration of the thirty (30) day payment period and shall set forth the basis for the Buyer’s disagreement. If the Buyer and the Seller cannot resolve the dispute within seven (7) Business Days after the Seller’s receipt of the notice, then either the Seller or the Buyer shall have the right to refer the dispute to an Umpire for final and binding resolution. The Seller and the Buyer shall each act in a commercially reasonable manner when providing the Umpire with back up material to substantiate their respective positions. The list of Umpires set forth in Schedule “C” shall be regularly updated by the Seller and the Buyer as they may agree from time to time. The Umpire shall be directed to provide its decision in the shortest time reasonably practicable. The decision of the Umpire shall be final and binding on the Parties. If the Umpire concludes that the amount of Additional Tailings produced during the relevant Calendar Year is less than the amount set forth in the Annual Production Report, the Seller shall refund the Buyer the difference between the Additional Payment Amount and the amount due based on the findings of the Umpire within ten (10) Business Days of receiving the Umpire’s decision.

(c) Notwithstanding anything herein to the contrary, the Seller shall not sell the 2026 Tailings Amount or any Additional Tailings to any Third Party without the prior written consent of the Buyer (which may be withheld in its sole discretion).

(d) Notwithstanding anything herein to the contrary, prior to the exercise of the SBQ Purchase Option by the Buyer, the Seller shall be entitled to retain the Retained Tailings.

2.3. Passing of Title. Title to and risk of loss of or damage to all Acquired Tailings shall pass from the Seller to the Buyer upon Delivery of such Tailings to the Buyer at the Point of Delivery, subject to the terms and conditions set forth in Section 2.4 below.

2.4. Storage, Shipping and Delivery.

(a) The Seller shall keep and maintain the Acquired Tailings in storage on the Leased Premises at or near the Point of Departure until such time as the Buyer requests Delivery thereof. From time to time during the Calendar Year, as portions of the Acquired Tailings are produced and deposited into designated storage locations (including, but not limited to the 2026 Tailings Locations, the “Stockpile Location(s)”) for the Buyer, the Seller shall deliver written notice to the Buyer (the “Stockpile Notice”) specifying the applicable Stockpile Location(s) for the applicable Acquired Tailings. Following receipt of a Stockpile Notice, the Buyer at its sole cost and expense shall have an opportunity upon providing written notice to the Seller to have its independent inspectors or agents visit the applicable Stockpile Location(s) to measure, examine, and/or otherwise determine the quantity and volume of the Acquired Tailings specified in the Stockpile Notice and to confirm the physical condition thereof. The Buyer shall promptly provide the Seller with a written report of its inspectors’ findings. The Buyer shall indemnify and hold harmless the Seller, its officers, directors, agents, and authorized representatives (collectively, the “Seller Indemnified Parties”) from and against any liability, damages, losses or claims suffered by any Seller Indemnified Party as a result of the Buyer or its authorized representatives entry onto the Leased Premises or Stockpile Location in connection with the exercise of the access and inspection rights provided above; provided, however, the foregoing indemnity shall not extend to, and Buyer shall have no liability for, (i) any liability, damages, losses or claims to the extent caused by or arising from the willful or grossly negligent acts or omissions any Seller Indemnified Parties, or (ii) any discovery of any environmental or other conditions pertaining to the Leased Premises or Stockpile Location that result from Buyer’s inspection, so long as Buyer did not exacerbate any such condition. The Buyer shall obtain or cause its consultants to obtain, at the Buyer’s sole cost and expense, prior to commencement of any investigative activities on the Leased Premises, a policy of general liability insurance, covering any and all liability of the Buyer and/or its consultants, as applicable, with respect to or arising out of any investigative activities or access to the Leased Premises.

(b) Subject to the terms and conditions set forth in Section 2.5 below, the Seller shall bear all costs associated with the storage, safeguarding, and maintenance of the Acquired Tailings until such Acquired Tailings are moved from the Stockpile Locations to the Point of Delivery, and the Buyer shall incur no storage, holding, or maintenance fees for the Acquired Tailings while they remain in the Stockpile Locations.

(c) The Seller shall be responsible for, and shall exercise reasonable care in, safeguarding the Acquired Tailings and ensuring that the same remain undisturbed, segregated, and in the same condition as when inspected by the Buyer. Nevertheless, the Seller hereby grants the Buyer, and its authorized representatives, reasonable rights to access the Stockpile Location(s) where the Acquired Tailings are stored, upon reasonable advance notice from the Buyer to the Seller, for the purpose of verifying the condition, quantity, and security thereof. The Seller acknowledges and agrees that: (i) the Acquired Tailings that are an inherently unique asset, (ii) any action or omission by the Seller that would frustrate, impair, or delay the Buyer’s ability to take Delivery of the Acquired Tailings as provided herein would cause immediate and irreparable harm to the Buyer, and (iii) monetary damages alone would not be a sufficient remedy in such an instance to compensate the Buyer for the Seller’s breach of this Article 2. Accordingly, the parties hereto expressly agree and acknowledge that the Buyer shall be entitled, in addition to all other remedies available at law or equity, to seek and obtain temporary, preliminary, and permanent injunctive relief from any court of competent jurisdiction to prevent or cease any such action or omission by the Seller, without the necessity of posting a bond or proving actual damages.

(d) The Buyer may, at any time, elect to take Delivery of all or any portion of the Acquired Tailings by providing written notice (the “Delivery Notice”) to the Seller. The Delivery Notice must specify the following: (i) the quantity of the Acquired Tailings requested for delivery (the “Delivery Quantity”), (ii) the requested date of delivery (which shall be no less than thirty (30) Business Days after the date the Delivery Notice is received by the Seller); and (iii) the relevant Point of Delivery. Upon receipt of a Delivery Notice, the Seller shall, within ten (10) Business Days, respond with a written confirmation (the “Delivery Response”) of the requested delivery schedule and the Seller’s proposed transportation fee for the requested Delivery Quantity, which shall be calculated as a price per Ton based on the actual costs for Seller to provide transportation services associated therewith (not to exceed $2.50 per Ton, the “Seller Transportation Fee”). If the Seller cannot agree to a Seller Transportation Fee that does not exceed $2.50 per Ton, then the Buyer shall have the right to obtain costs estimates or similar proposals from third parties for the transportation of the Delivery Quantity specified in the Delivery Notice, from the Stockpile Location to the Point of Delivery specified in the Delivery Notice, by the delivery date specified in the Delivery Notice (each, a “Third Party Transportation Offer”). If the Buyer receives a Third Party Transportation Offer in an amount that is less than the Seller Transportation Fee specified in the Seller’s Delivery Response, then: (a) the Buyer must first provide the Seller with a copy of the Third Party Transportation Offer, and (b) the Seller shall have the right, exercisable by giving written notice to the Buyer within 5 Business Days after the Seller’s receipt of the Third Party Transportation Offer, to lower the Seller Transportation Fee specified in the Delivery Response to an amount equal to the amount specified in the Third Party Transportation Offer. If the Seller does not agree to lower the Seller Transportation Fee specified in the Delivery Response to an amount equal to the amount specified in the Third Party Transportation Offer within 5 Business Days after the Seller’s receipt of the Third Party Transportation Offer, then the Buyer may engage such third party to transport the Delivery Quantity for such lower amount (the “Third Party Delivery Option”). If the Seller does agree to lower the Seller Transportation Fee specified in the Delivery Response to an amount equal to the amount specified in the Third-Party Transportation Offer within 5 Business Days after the Seller’s receipt of the Third-Party Transportation Offer, then the Buyer must use the Seller to transport the Delivery Quantity. If the Buyer does not proceed with the Third Party Delivery Option (whether because it is prohibited from doing so based on the foregoing terms or because it has otherwise elected to use the Seller to transport the Delivery Quantity), the Seller shall promptly transport the Delivery Quantity from the Point of Departure to the Point of Delivery in accordance with the Delivery Notice. If the Buyer proceeds with the Third Party Delivery Option, the Seller shall provide (or cause its affiliates to provide) such third party transporter with the access rights across the Leased Premises necessary to transport the Delivery Quantity, and the Seller shall not be entitled to the Seller Transportation Fee with respect to such Delivery Quantity, nor shall the Seller levy any type of fee with respect to such Delivery Quantity. Except for de minimis amounts, not to exceed ten (10) Tons, any quantity of Acquired Tailings physically removed by the Buyer from the Stockpile Locations within the Calendar Year shall be treated as though Buyer has taken delivery thereof, and Buyer shall immediately forward to Seller a Buyer’s Statement and otherwise comply with the procedures set forth in Section 2.4(e)-(h) below. The Buyer’s breach of the terms and conditions in the foregoing sentence shall constitute a Buyer Event of Default.

(e) The Buyer shall cause the Payload to be weighed at the Point of Delivery using the Buyer’s own calibrated weight system. The Seller shall have the right to have a representative present at each and every weighing. After the completion of such weighing and in any event within two Business Days thereafter, the Buyer shall forward to the Seller, a statement (each, a “Buyer’s Statement”) setting forth: (i) the weight of the Payload that the Buyer shall have ascertained (the “Measured Weight”); (ii) the Unit Purchase Price multiplied by the Measured Weight, and (iii) with respect to any Pre-Purchased Tailings Amounts (if applicable), the applicable portion of the Escrow Amount that should be released from the escrow account maintained with the Escrow Holder to compensate the Seller for the Tailings Purchase Price multiplied by the applicable Delivery Quantity (the “Escrow Release Amount”); provided, however, the Parties expressly agree and acknowledge that following an Uncured Seller Escrow Default, no Escrow Release Amount shall be applicable. Immediately following the latest to occur of: (A) the date of such Buyer’s Statement; (B) if the Seller delivers a Dispute Notice, and the Buyer and the Seller resolve the dispute which is the subject matter of the Dispute Notice, without the appointment of an Umpire, the date of the resolution of such dispute; and (C) if the Seller delivers a Dispute Notice and an Umpire is appointed, the date of the Umpire’s final and binding decision, the Seller shall deliver to the Buyer an original copy, duly executed by the Seller, of a Bill of Sale, in form and substance reasonably acceptable to the Buyer, evidencing the conveyance of the Acquired Tailings that are the subject of the Buyer’s Statement (each, an “Acquired Tailings Bill of Sale”). Notwithstanding the foregoing, (a) following a Seller Escrow Default and, if applicable, an Uncured Seller Escrow Default, the Acquired Tailings to be conveyed by such Acquired Tailings Bill of Sale shall expressly omit and exclude any Acquired Tailings already conveyed to the Buyer pursuant to the 2026 Tailings Bill of Sale and/or any Annual Additional Tailings Amount Bill of Sale, and (b) if the Asset Purchase Agreement is executed and the 2026 APA Tailings Amount are conveyed to the Buyer pursuant to a bill of sale executed pursuant to the Asset Purchase Agreement, the Acquired Tailings to be conveyed by such Acquired Tailings Bill of Sale shall expressly omit and exclude any Acquired Tailings already conveyed to the Buyer pursuant to any bill of sale executed pursuant to the Asset Purchase Agreement.

(f) The Seller shall have the right to dispute a Buyer’s Statement by the delivery of a written notice to the Buyer no later than two Business Days after the date Seller receives a Buyer’s Statement (the “Dispute Notice”). After such date, neither the Seller nor the Buyer shall have the right to dispute the Buyer’s Statement.

(g) If the Buyer and the Seller cannot resolve the dispute which is the subject matter of a Dispute Notice within seven Business Days after the Buyer’s receipt of the Dispute Notice, then either the Seller or the Buyer shall have the right to refer the dispute to an Umpire for final and binding resolution. The Seller and the Buyer shall each act in a commercially reasonable manner when providing the Umpire with back up material to substantiate their respective positions. The list of Umpires set forth in Schedule “C” shall be regularly updated by the Seller and the Buyer as they may agree from time to time. The Umpire shall be directed to provide its decision in the shortest time reasonably practicable. The decision of the Umpire shall be final and binding on the Parties.

(h) The Buyer shall make payment to the Seller of each Buyer’s Statement within thirty (30) days of the latest of: (i) the date of such Buyer’s Statement; (ii) if the Seller delivers a Dispute Notice, and the Buyer and the Seller resolve the dispute which is the subject matter of the Dispute Notice, without the appointment of an Umpire, the date of the resolution of such dispute; (iii) if the Seller delivers a Dispute Notice and an Umpire is appointed, the date of the Umpire’s final and binding decision; and (iv) the Buyer’s receipt of the executed Acquired Tailings Bill of Sale referenced in Section 2.2(e) above. Thereafter, the Parties shall deliver joint written instructions to the Escrow Holder to release the Escrow Release Amount to the Seller (provided no Uncured Seller Escrow Default has occurred).

(i) At the end of the Term, the Parties shall deliver joint written instructions to the Escrow Holder to release to the Buyer any remaining Escrow Amount that was not released in accordance with Section 2.4(e) (provided no Uncured Seller Escrow Default has occurred).

(j) Prior to the closing under the SBQ Purchase Agreement (if any), the Buyer shall only have the right to use the Acquired Tailings for business purposes related to the extraction and use of Rare Earth Elements from the Acquired Tailings, and the Buyer shall be expressly prohibited from selling the Acquired Tailings as crushed aggregate to a third party in exchange for monetary consideration, in each case, except as otherwise expressly permitted by the Seller. Notwithstanding the foregoing, the Buyer (or any of its Affiliates) is expressly permitted to mortgage, collaterally assign, encumber, pledge or otherwise use the Acquired Tailings as collateral in connection with any secured financing entered into by the Buyer (or its Affiliate), including, without limitation, the right to use the intrinsic value of the Acquired Tailings as crushed aggregate for determining the value of such pledged collateral.

2.5. Insurance. During the Term, the Seller shall maintain the same insurance coverage on all Tailings, including any Acquired Tailings (until such time as the Acquired Tailings are moved from the Stockpile Locations), that the Seller is carrying as of the Effective Date. In no event shall the Seller be required to carry any additional insurance coverages or pay any additional insurance premiums resulting directly from Seller’s entry into and performance under this Agreement.

2.6. PF Mining Lease Location. At any point during the Term, the Buyer shall have the right to advise the Seller by the delivery of a written notice (the “Processing Facility Notice”) that the Buyer seeks to construct a Processing Facility on the PF Mining Lease Location, all at the cost and expense of the Buyer. If the Buyer sends a Processing Facility Notice, then for the duration of the Term (and for a period of six months thereafter in order to enable the Buyer with the appropriate time to deconstruct the Processing Facility). Ultimately, the GLO will grant the right of way, easement or surface rights to the Buyer necessary for the Buyer to construct a Processing Facility on the PF Mining Lease Location. The Seller agrees to reasonably facilitate any discussions between the Buyer and the GLO and shall reasonably cooperate with the Buyer and the GLO, as applicable, to the extent reasonably necessary or appropriate to assist the Buyer in obtaining all Authorizations, access rights or other approvals required for the Buyer to construct a Processing Facility on the PF Mining Lease Location. The Buyer shall reimburse the Seller for reasonable costs and expenses incurred by the Seller in connection with providing such assistance.

2.7. Buyer’s Purchase Option – SBQ Purchase Option.

(a) During the Option Term, provided (i) there does not currently exist any Buyer Event of Default as determined by a final non-appealable decision pursuant to the procedures of Article 11, and (ii) the Buyer has timely made (or timely cured) all applicable SBQ Purchase Option Payments described below, Walker grants to the Buyer an exclusive right and option, to be exercised in the Buyer’s sole and absolute discretion, (the “SBQ Purchase Option”) to purchase all of the membership interests (the “Membership Interests”) of the Seller, pursuant to the terms and conditions of a form of membership interest purchase agreement, by and among Walker, as seller and owner all Membership Interest of the Seller, and the Buyer or an Affiliate of the Buyer, as the buyer (the “SBQ Purchase Agreement”). Each of the Seller, the Buyer and Walker shall use good faith diligent efforts to agree on the final form of the SBQ Purchase Agreement as soon as possible following the Effective Date, and all parties hereto agree that the SBQ Purchase Agreement shall include usual and customary representations, warranties and covenants found in similarly situated membership interest purchase transactions.

(b) So long as the Buyer makes the SBQ Purchase Option Payments specified in this Section 2.7, the Buyer may exercise the SBQ Purchase Option at any time on or before the Option Deadline (the period commencing on the Effective Date and expiring on the Option Deadline is herein referred to as the “Option Term”), by delivering a notice of intention to exercise the SBQ Purchase Option to the registered address of Walker (or their Permitted Transferee) as provided in this Agreement (the “SBQ Purchase Option Notice”). The SBQ Purchase Option may be exercised by Buyer, in its sole discretion. During the Option Term, (i) the Buyer shall have the right to perform a customary due diligence review of the Seller, the Mining Lease, the Leased Premises and any other matters deemed reasonably necessary by the Buyer to confirm whether the Buyer wants to exercise the SBQ Purchase Option, (ii) Walker and/or the Seller shall afford the Buyer, its Affiliates, agents, representatives and its prospective and existing lenders, and their respective representatives reasonable access, during regular business hours to the Seller and to the offices, properties, books and records of the Seller, (iii) upon the written request of the Buyer, Walker and/or the Seller shall deliver copies of all existing contracts, permits, approvals, warranties, reports, studies, tests, examinations and/or searches in the possession of Walker and/or the Seller relating to the Seller, the Mining Lease, the Leased Premises and/or the Membership Interests, (iv) the Seller and/or Walker shall reasonably cooperate with the Buyer in applying for and/or obtaining all permits, licenses, approvals and Authorizations from all Governmental Bodies having jurisdiction over the Seller or for the Buyer to own and operate assets owned by the Seller, and (v) the Buyer shall be permitted to conduct all reasonably necessary reports, studies, tests, examinations and/or searches necessary, as determined by the Buyer in its sole discretion, necessary for the Buyer to complete all environmental and customary due diligence relating to the Mining Lease, the Leased Premises and any other matters deemed reasonably necessary by the Buyer to confirm whether the Buyer wants to exercise the SBQ Purchase Option.

(c) So long as the Buyer makes the SBQ Purchase Option Payments specified in this Section 2.7(c) (subject to Section 2.7(d) below), the Buyer may exercise the SBQ Purchase Option at any time on or before the Option Deadline, by delivering a notice of intention to exercise the SBQ Purchase Option to the registered address of Walker as set forth herein (or, following the Transfer to a Permitted Transferee, the registered address of such Permitted Transferee) as provided in this Agreement (the “SBQ Purchase Option Notice”). If the Buyer has not delivered the SBQ Purchase Option Notice to Walker on or before the date that is five (5) Business Days after the Public Buyer Affiliate is first listed on the NASDAQ stock exchange (the “First Purchase Option Payment Date”), the Buyer shall deliver a non-refundable payment of Four Hundred Thousand Dollars ($400,000) to the Seller (the “First SBQ Purchase Option Payment”) on or before the date that is five (5) Business Days after the First Purchase Option Payment Date. If the Buyer has not delivered the SBQ Purchase Option Notice to Walker on or before the date that is five (5) Business Days after the date that is twelve (12) months following the First Purchase Option Payment Date, the Buyer shall deliver an additional non-refundable payment of Eight Hundred Thousand Dollars ($800,000) to the Seller (the “Second SBQ Purchase Option Payment”) on or before the date that is five (5) Business Days after the date that is twelve (12) months following the First Purchase Option Payment Date. If the Buyer has not delivered the SBQ Purchase Option Notice to Walker on or before the date that is five (5) Business Days after the date that is twenty-four (24) months following the First Purchase Option Payment Date, the Buyer shall deliver an additional non-refundable payment of One Million Two Hundred Thousand Dollars ($1,200,000) to the Seller (the “Third SBQ Purchase Option Payment”) on or before the date that is five (5) Business Days after the date that is twenty-four (24) months following the First Purchase Option Payment Date. If the Buyer has not delivered the SBQ Purchase Option Notice to Walker on or before the date that is five (5) Business Days after the date that is thirty-six (36) months following the First Purchase Option Payment Date (such date, the “Option Deadline”, the Buyer shall deliver an additional non-refundable payment of One Million Six Hundred Thousand Dollars ($1,600,000) to the Seller (the “Fourth SBQ Purchase Option Payment” and together with the First SBQ Purchase Option Payment, the Second SBQ Purchase Option Payment and the Third SBQ Purchase Option Payment, collectively, the “SBQ Purchase Option Payments”) on or before the Option Deadline. If the Buyer has not delivered the SBQ Purchase Option Notice to the Seller on or before the Option Deadline, the Buyer shall lose any further right to the SBQ Purchase Option and all of the SBQ Purchase Option Payments shall be deemed non-refundable to the Buyer and shall be retained by the Seller. If the Buyer has delivered the SBQ Purchase Option Notice to the Seller on or before the Option Deadline, all SBQ Purchase Option Payments delivered to the Seller prior to the date of the SBQ Purchase Option Notice shall be deemed applicable to the SBQ Purchase Price. All SBQ Purchase Option Payments are non-refundable and constitute earned consideration for maintaining the Option.

(d) In the event the Asset Purchase Agreement is executed, the consideration to be paid or otherwise contributed thereunder to the Seller (and/or its Affiliates) by the Buyer (and/or its Affiliates) shall be stock or equity in the Buyer and/or one of its Affiliates, including, without limitation, the Public Buyer Affiliate (as defined below) (collectively, the “PubCo Stock”), all as more particularly specified and agreed to in the Asset Purchase Agreement. Notwithstanding anything to the contrary contained herein, if, following the issuance of PubCo Stock under the Asset Purchase Agreement, the Seller and/or its Affiliates subsequently sell such PubCo Stock, than any gross revenues (prior to any taxes, deductions or other amounts subtracted therefrom) received by the Seller and/or its Affiliates from such sale (the “PubCo Stock Cash Value”) shall reduce, and be applied against, the SBQ Purchase Option Payments then remaining pursuant to Section 2.7(c) above. By way of example only, if, following the First Purchase Option Payment Date and the Buyer’s delivery of the First SBQ Purchase Option Payment to the Seller, the Seller then sells all PubCo Stock issued under the Asset Purchase Agreement in exchange for a purchase price of Four Million Dollars ($4,000,000), the remaining SBQ Purchase Option Payments shall be fully reduced by the PubCo Stock Cash Value (which, for the avoidance of doubt, would be deemed to be $4,000,000 in such instance) and thus the Second SBQ Puchase Option Payment, the Third SBQ Puchase Option Payment and the Fourth SBQ Puchase Option Payment shall all be deemed to be Zero Dollars ($0). Further, and by way of example only, if, following the Second Purchase Option Payment Date and the Buyer’s delivery of the First SBQ Purchase Option Payment and the Second SBQ Purchase Option Payment to the Seller, the Seller then sells some of the PubCo Stock issued under the Asset Purchase Agreement in exchange for a purchase price of One Million Dollars ($1,000,000), the Third SBQ Puchase Option Payment shall be Two Hundred Thousand Dollars ($200,000) (i.e., $1,200,000 reduced by a PubCo Stock Cash value of $1,000,000) and the Third SBQ Purchase Option Payment shall be One Million Six Hundred Thousand Dollars ($1,600,000), as contemplated in Section 2.7(c).

(e) The purchase price for the SBQ Purchase Option (the “SBQ Purchase Price”) shall be the sum of Twenty-Nine Million Dollars ($29,000,000), which SBQ Purchase Price (after the deductions noted in the immediately following sentence) shall be comprised of fifty percent (50%) immediately available US funds and fifty percent (50%) equity (such equity amount, the “Equity Portion”) in the Buyer (or Buyer’s parent company which is, or as of the closing date of the SBQ Purchase Option shall be, publicly traded on a US established securities exchange (such entity, the “Public Buyer Affiliate”), all as more particularly specified and agreed to in the SBQ Purchase Agreement. The SBQ Purchase Price shall be reduced by: (i) the amount of SBQ Purchase Option Payments paid by the Buyer to the Seller on or before the date of the SBQ Purchase Option Notice, (ii) the 2026 PSA Tailings Purchase Price, (iii) all Additional Payment Amounts paid by the Buyer to the Seller on or before the date of the SBQ Purchase Option Notice, (iv) all PubCo Stock Cash Value received by the Seller and/or its Affiliates or before the date of the SBQ Purchase Option Notice (which for the avoidance of doubt shall be applied against the SBQ Purchase Option Payments pursuant to Section 2.7(d) above), if any; (v) all PubCo Stock Cash Value received by the Seller and/or its Affiliates following the date of the SBQ Purchase Option Notice and prior to the Closing Deadline, if any; (vi) the monetary value of all PubCo Stock issued to the Seller or its Affiliates pursuant to the Asset Purchase Agreement and owned by the Seller or its Affiliates as of the Closing Deadline (i.e., the number of shares of PubCo Stock held as of the Closing Deadline, multiplied by the trading price per share as of the date of the Closing Deadline), if any; and (vii) any other payments, cash amounts, stock or equity in the Buyer or any of its Affiliates (including, without limitation, Public Buyer Affiliate) or other forms of consideration whatsoever paid or otherwise contributed by the Buyer or its Affiliates to the Seller or its Affiliates pursuant to this Agreement or any other written Agreement entered into after the date hereof between the Buyer or any of its Affiliates and the Seller or its Affiliates, in each case made or contributed by the Buyer to the Seller on or before the date of the SBQ Purchase Option Notice. The SBQ Purchase Agreement shall provide that the Equity Portion is (i) freely tradeable, unrestricted common stock at the time of delivery, or (ii) in the form of a convertible security with a floating conversion price such that it converts into an amount of common stock of the Public Buyer Affiliate having a value equal to 50% of the SBQ Purchase Price only after such stock is unrestricted and freely tradeable.

(f) The Buyer shall enter into the SBQ Purchase Agreement no later than December 31 of the Calendar Year in which the Buyer delivers the SBQ Purchase Option Notice (the “Closing Deadline”). The Buyer shall have no right to extend, delay or condition the Closing Deadline without a written amendment to this Agreement unless such right is otherwise contemplated in agreed form of SBQ Purchase Agreement executed by all parties hereto.

(g) If closing under the SBQ Purchase Agreement does not occur by the Closing Deadline for any reason (including a Force Majeure Event for more than three (3) months) other than a Seller Event of Default under this Agreement or a default by the Seller or Walker under the SBQ Purchase Agreement (i) the SBQ Purchase Option shall automatically terminate; (ii) the Buyer shall forfeit all SBQ Purchase Option Payments; and (iii) the Buyer shall have no right to injunctive relief, specific performance or equitable remedies to prevent termination of the SBQ Purchase Option under this subsection.

(h) During the Option Term:

(i) The Seller shall not take any action nor omit to take any action that would cause any of the Seller’s representations and warranties set forth on Schedule “E” to become untrue or misleading in any respect. If any of the Seller’s representations and warranties set forth on Schedule “E” above become untrue or misleading in any respect, regardless of cause, the Seller shall promptly notify the Buyer. The Seller shall defend, indemnify and hold the Buyer, its officers, directors, agents, authorized representatives and Affiliate (collectively, the “Buyer Indemnified Parties”) harmless from any loss, liability or expense resulting from any material breach of the Seller’s representations and warranties; and

(ii) From and after the date on which the Buyer has delivered at least Four Hundred Thousand Dollars ($400,000) of SBQ Purchase Option Payments to the Seller (such date, the “Prohibited Transfer Deadline”) through the expiration of the Option Term, the Seller and/or Walker shall not directly or indirectly Transfer or offer to Transfer any of the Seller’s and/or Walker’s right, title and interest in and to the Membership Interests, the Tailings, the Mining Lease or any portion thereof to anyone other than (x) a Permitted Transferee who expressly assumes the obligations of the Seller and/or Walker, as applicable, under this Agreement in writing, or (y) the Buyer during the Option Term. Prior to the Prohibited Transfer Deadline, the Seller and/or Walker shall not have the right to directly or indirectly Transfer or offer to Transfer any of the Seller’s and/or Walker’s right, title and interest in and to the Membership Interests, the Tailings, the Mining Lease or any portion thereof to anyone other than (A) a Permitted Transferee who expressly assumes the obligations of the Seller and/or Walker, as applicable, under this Agreement in writing, or (B) the Buyer without first complying with the provisions of Section 2.7(i) below. The provisions of this Section 2.7(h) shall be a covenant running with the Leased Premises, and shall be binding upon the Seller, Walker and the Seller’s and/or Walker’s successors and assigns for the full duration of the Option Term.

(i) If the Seller and/or Walker receive an offer to acquire the Seller’s and/or Walker’s right, title and interest in and to the Membership Interests, the Tailings, the Mining Lease or any portion thereof (the “Specified Interest”) prior to the Prohibited Transfer Deadline and the Seller or Walker, as applicable, wishes to accept the offer, then, prior to acceptance and any Transfer of such Specified Interest, the Seller must first cause to be delivered to the Buyer a sale notice (the “Sale Notice”), pursuant to which the Seller and/or Walker irrevocably offers to sell such Specified Interest to the Buyer.

(i) The Sale Notice must offer to sell all (but not less than all) of such Specified Interest to the Buyer on the same terms as set out in the offer and attach a full copy, without redactions, of the offer and any ancillary agreements relating thereto. The Buyer shall have the right, exercisable by giving notice (an “Acceptance Notice”) to the Seller within 20 Business Days after the Buyer’s receipt of a Sale Notice (the “Acceptance Period”) to accept the offer and to purchase such Specified Interest in accordance with the Sale Terms. If no Acceptance Notice is received from the Buyer within the Acceptance Period, the offer to the Buyer shall be deemed to have been refused. The delivery by the Seller of a Sale Notice shall be irrevocable and, upon delivery by the Buyer of an Acceptance Notice, the Seller or Walker, as applicable, shall be bound to sell, and the Buyer shall be bound to purchase, the Specified Interest in accordance with the sale terms.

(ii) If, following the expiry of the Acceptance Period, the offer to sell the Specified Interest under the Sale Notice has not been accepted or has been deemed to be refused by the Buyer, the Seller or Walker, as applicable, may sell all of the Specified Interest to the third party that made the offer. If no such sale is completed by the Seller or Walker, as applicable, within 90 days following the expiration of the Acceptance Period, the Seller or Walker, as applicable, shall be required, before transferring any right, title and interest in and to the Membership Interests, the Tailings, the Mining Lease or any portion thereof, again to offer the applicable Specified Interest in the manner provided in this Section 2.7(i) and such process shall be repeated so often as the Seller or Walker, as applicable, desire to transfer any such Specified Interest.

(j) The Seller and Walker each hereby acknowledge and agree that: (i) the assets in which Buyer has a right to acquire pursuant to this Article 2 are inherently unique, (ii) any breach by the Seller or Walker, as applicable, of the terms and conditions of Section 2.2(a) or this Section 2.7 would cause immediate and irreparable harm to the Buyer, and (iii) monetary damages alone would not be a sufficient remedy to compensate the Buyer for such breach. Accordingly, the Parties hereto expressly agree and acknowledge that the Buyer shall be entitled, in addition to all other remedies available at law or equity, to seek and obtain temporary, preliminary, and permanent injunctive relief from any court of competent jurisdiction in the event of any such breach by the Seller or Walker, as applicable, without the necessity of posting a bond or proving actual damages.

3.1. Taxes Payable by Seller. The Seller shall be responsible for, and shall pay or cause to be paid (or reimburse the Buyer if the Buyer has paid), all Taxes arising prior to or at the time of Delivery to the Point of Delivery, including any Taxes in respect of the Acquired Tailings arising prior to or at the time of Delivery to the Point of Delivery.

3.2. Taxes Payable by Buyer. The Buyer shall be responsible for, and shall pay or cause to be paid (or reimburse the Seller if the Seller has paid), all Taxes attributable to the Acquired Tailings arising after Delivery.

3.3. Income Taxes. Notwithstanding Section 3.1 and Section 3.2 above and expressly subject to the terms and conditions of Section 3.4 below, neither the Seller nor the Buyer shall have any responsibility for any Taxes imposed on or measured by the other’s net income or net revenues by any Governmental Body.

3.4. Royalties. Notwithstanding anything contained herein to the contrary:

(a) The Seller shall be solely liable for any and all Royalties resulting or arising from, or that are otherwise attributable to, the sale of the Tailings and/or the Membership Interests by the Seller or Walker, as applicable, to the Buyer as contemplated herein. The Seller shall indemnify and hold harmless the Buyer Indemnified Parties from and against any liability, damages, losses or claims suffered by any Buyer Indemnified Party as a result of the Seller’s failure to comply with the terms and conditions of this Section 3.4(a).

(b) The Buyer shall be solely liable for any and all Royalties resulting or arising from, or that are otherwise attributable to, the sale of Rare Earth Elements by the Buyer to any third party following the Buyer’s acquisition and possession of the Acquired Tailings. The Buyer shall indemnify and hold harmless the Seller Indemnified Parties from and against any liability, damages, losses or claims suffered by any Seller Indemnified Party as a result of the Buyer’s failure to comply with the terms and conditions of this Section 3.4(b).

4.1. Term. Subject to the other provisions of this Article 4, the rights and obligations of the Parties under this Agreement to purchase and sell Tailings hereunder shall begin on the Effective Date and continue until July 31, 2036 (the “Term” or the “Initial Term”). Additionally, so long as the Seller is the holder, directly or indirectly, of the Mining Lease as well as any and all renewals, extensions and new leases of like kind and tenor in the same geographical location as the current Mining Lease, then the Buyer may request successive one (1) year extensions (each, an “Extension Term”) of the Initial Term or the then-current Extension Term, as applicable, by delivering written notice to the Seller of the Buyer’s desire to so extend by the date that is no later than forty-five (45) days prior to the expiration of the Initial Term or the then-existing Extension Term, as applicable. The Seller shall respond to the Buyer’s extension request within fifteen (15) days following the Seller’s receipt thereof, and the Seller’s failure to respond within such fifteen (15) day period shall be deemed an approval by the Seller of the requested extension. The Seller shall retain the right to deny an extension request, provided the Seller affirmatively denies such extension request in writing during the fifteen (15) day period referenced in the immediately preceding sentence, at which point the Term and this Agreement shall terminate. Any Extension Term shall be on the same terms and conditions as set forth herein. If, as and when the Initial Term is so extended by any Extension Term(s), references in this Agreement to the “Term”, shall mean the Initial Term as so extended by such Extension Term(s).

4.2. Buyer’s Right to Terminate. Upon each occurrence of a Seller Event of Default:

(i) upon written notice to the Seller, and in addition to and not in substitution for any other remedies available to it hereunder or at law or in equity, the Buyer shall have the right to either (a) terminate this Agreement, or (b) suspend performance hereunder; and

(ii) the Buyer shall be entitled to such other rights and remedies as are available to it at law.

4.3. Seller’s Right to Terminate. Upon each occurrence of a Buyer Event of Default:

(i) upon written notice to the Buyer, and in addition to and not in substitution for any other remedies available to it hereunder or at law or in equity, the Seller shall have the right to either (a) terminate this Agreement, or (b) terminate the Buyer’s right to purchase any further Tailings if it so elects; and

(ii) the Seller shall be entitled to such other rights and remedies as are available to it at law.

4.4. Survival. If this Agreement is terminated under this Article 4, then all rights and obligations under this Agreement shall terminate other than in connection with any antecedent breach. Notwithstanding the foregoing, the following Sections and Articles shall survive termination: Section 2.7(i) and Article 1, 3, 8, 10, 11, 12 and 13.

5.1. Books and Records

(a) The Seller shall keep true, complete and accurate books and records of all material operations and activities with respect to the Mining Lease.

(b) Upon not less than three Business Days’ notice, the Buyer and its authorized representatives shall be entitled to perform its own audits or other reviews and examinations of the books and records of the Seller relevant to the Delivery of the Acquired Tailings, or any portion thereof, to the Buyer (or any Third Party) pursuant to this Agreement and to otherwise confirm compliance with the terms of this Agreement. The Seller shall provide the Buyer with complete access to its books and records at its offices during usual business hours. If any such audits reveal a material breach of any provision of this Agreement, the Seller shall reimburse the Buyer for its costs and expenses incurred in conducting such audit; otherwise, any such costs and expenses shall be for the Buyer’s account.

6.1. Effect of Force Majeure.

(a) If the Seller is unable to Deliver any Acquired Tailings to the Buyer hereunder due to a Force Majeure Event:

(i) The Seller must give written notice (an “FM Notice”) to the Buyer promptly after, and in any event within a period of three Business Days after the occurrence of the Force Majeure Event with all particulars of the Force Majeure Event and, so far as is known, the probable extent to which the Seller will be unable to perform or will be delayed in performing such Delivery obligations.

(ii) Such Delivery obligations of the Seller, so far as they are affected by the Force Majeure Event, shall be suspended during, but no longer than, the continuance of the Force Majeure Event. The suspension of performance shall be of no greater scope and no longer duration than is reasonably necessitated by the Force Majeure Event. However, the non-performance of any obligation of the Seller that was required to be completed prior to the occurrence of the Force Majeure Event shall not be excused as a result of such subsequent Force Majeure Event.

(iii) The Seller shall use all commercially reasonable and lawful efforts to overcome or remove the Force Majeure Event as quickly as possible and shall furnish timely regular reports to the Buyer of actions being undertaken by it to overcome or remove the Force Majeure Event, and shall provide any other information regarding the Force Majeure Event as the Buyer may reasonably request.

(iv) The Seller shall give further notice to the Buyer immediately upon such Force Majeure Event ceasing to have effect.

(b) The running of the then current and each subsequent Contractual Year period shall be suspended during, but no longer than, the continuance of a Force Majeure Event, with the effect that the end date of the current and each subsequent Contractual Year will be extended on a day-for-day basis for each day that the Force Majeure Event is in effect.

(c) For greater certainty, except for its Delivery obligations which are suspended pursuant to Section 6.1(a)(ii) and Section 6.1(b), the Seller shall comply with and be bound by all of its obligations under this Agreement.

6.2. Parties Must Meet. If the Seller gives the Buyer an FM Notice, the Seller and the Buyer shall meet promptly and use commercially reasonable efforts to reach a mutually acceptable solution to alleviate any hardship or unfairness caused to either of them as a result of the circumstances constituting the Force Majeure Event.

7.1. Representations and Warranties of the Buyer. The Buyer represents and warrants to the Seller as set out in Schedule “D”, and acknowledges that the Seller is relying upon such representations and warranties in connection with the entering into of this Agreement. If any of the Buyer’s representations and warranties set forth on Schedule “D” above become untrue or misleading in any respect, regardless of cause, the Buyer shall promptly notify the Seller.

7.2. Representations and Warranties of the Seller. The Seller represents and warrants to the Buyer as set out in Schedule “E”, and acknowledges that the Buyer is relying upon such representations and warranties in connection with the entering into of this Agreement. If any of the Seller’s representations and warranties set forth on Schedule “E” above become untrue or misleading in any respect, regardless of cause, the Seller shall promptly notify the Buyer.

8.1. Indemnification by the Buyer. The Buyer agrees to indemnify and save harmless the Seller Indemnified Parties from and against any and all losses and damages (including related costs and expenses) suffered or incurred by any Seller Indemnified Party as a result of, in respect of, or arising as a consequence of any breach, including breach due to non-performance, by the Buyer of any covenant or agreement to be performed by any of the Buyer contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto provided that the foregoing shall not apply to any losses or damages to the extent they arise primarily from the gross negligence or willful misconduct of any Seller Indemnified Party.

8.2. Indemnification by the Seller. The Seller agrees to indemnify and save harmless the Buyer Indemnified Parties from and against any and all losses and damages (including related costs and expenses) suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of any breach, including breach due to non-performance, by the Seller of any covenant or agreement to be performed by the Seller contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto provided that the foregoing shall not apply to any losses or damages to the extent they arise primarily from the gross negligence or willful misconduct of any Buyer Indemnified Party.

8.3. Limitation of Liability. Notwithstanding any other provision of this Agreement in no event shall either Party be liable to the other Party for or in respect of any consequential, indirect, incidental, exemplary, special or punitive damages of any nature or kind whatsoever (or any other indirect economic loss suffered by the other party) arising at any time in connection with this Agreement, whether arising under contract, tort (including negligence), strict liability or any other cause whatsoever.

9.1. Transfer by the Seller. Subject to the terms and conditions applicable during the Option Term expressly set forth in Section 2.7 above, from and after the Prohibited Transfer Deadline, the Seller and/or Walker shall not have the right to directly or indirectly Transfer any of the Seller’s and/or Walker’s right, title and interest in and to the Membership Interests, the Tailings, the Mining Lease or any portion thereof to anyone, other than a Transfer to a Permitted Transferee who expressly assumes the obligations of the Seller and/or Walker, as applicable, under this Agreement in writing, unless the Seller and/or Walker, as applicable, first obtains the Buyer’s prior written consent to such Transfer. Buyer’s consent may be conditional upon the Seller and/or Walker and the Seller’s Transferee and/or the Walker’s Transferee executing and delivering to and in favor of the Buyer, in form and content reasonably satisfactory to the Buyer and the Seller, a deed of assignment and assumption with respect to this Agreement.

9.2. Surrender or Abandonment by the Seller. If the Seller decides to permanently surrender, abandon, relinquish or let lapse or expire the Mining Lease, the Seller shall give notice of such decision to the Buyer not less than 90 days prior to the effective date of such surrender. The Buyer shall have the right, subject to compliance with applicable law, by the delivery of written notice to the Seller within such 90 day period, to require the Seller to sell, assign and transfer the Mining Lease to the Buyer, free and clear of any and all Encumbrances created by the Seller for aggregate consideration of $100.00. If the Buyer shall exercise such right, the Seller shall do all such acts and things as shall be required to immediately sell, assign and transfer the Mining Lease to the Buyer.

9.3. Transfer by the Buyer. The Buyer may only Transfer this Agreement with the prior written consent of the Seller and such consent may be conditional upon the Buyer and the Buyer’s Transferee executing and delivering to and in favor of the Seller, in form and content reasonably satisfactory to the Seller and the Buyer, a deed of assignment and assumption with respect to this Agreement.

10.1. Governing Law and Attornment. This Agreement shall be governed and construed in accordance with the laws of the State of Texas and the federal laws of the United States applicable therein, without reference to conflicts of law rules, and each of the Parties irrevocably attorns and submits to jurisdiction and venue in the courts of El Paso County, Texas.

11.1. Confidentiality. Each Party agrees that it shall maintain as confidential and not disclose, and shall cause its Affiliates, partners, limited partners, directors, officers, employees, representatives and agents to maintain as confidential and not disclose, without the prior written consent of the other Party, the terms of this Agreement and all information (whether written, oral or in electronic format) received or reviewed by it as a result of or in connection with this Agreement (collectively, the “Confidential Information”), provided that a Party may disclose such information:

(i) with the express prior written consent of the other Party;

(ii) where such information is or becomes publicly available or widely known by the public other than by a breach of this Agreement;

(iii) if required by Applicable Laws or requested by any Governmental Body having jurisdiction;

(iv) to its Affiliates and those of its and its Affiliates’ directors, officers, employees, representatives and agents who need to have knowledge of the Confidential Information;

(v) to its or its Affiliates’ auditors, legal counsel, lenders, brokers, underwriters, investment bankers and other professional advisers for whom such Confidential Information would be relevant, provided that such Persons are advised of the confidential nature of the Confidential Information, undertake to maintain the confidentiality of it and are strictly limited in their use of the Confidential Information to those purposes necessary for such Persons to perform the services for which they were, or are proposed to be, retained by the disclosing Party or its Affiliate, as the case may be; or

(vi) to Persons with whom it or an Affiliate is considering or intends to enter into a transaction for whom such Confidential Information would be relevant (including such Persons’ representatives and advisers), provided that such Persons are advised of the confidential nature of the Confidential Information, undertake to maintain the confidentiality of it and are strictly limited in their use of the Confidential Information to those purposes necessary for such Persons to consider or effect the applicable transaction.

Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by its Affiliates, its or its Affiliates’ directors, officers, employees, representatives and agents, or those Persons listed in Sections 11.1 (iv), (v) and (vi).

12.1. Notices.

(a) Unless otherwise specifically provided in this Agreement, any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by hand to an officer or other responsible employee of the addressee or transmitted by facsimile transmission or other electronic communication, addressed to:

If to the Seller or Walker:

If to the Buyer:

or at such other address, facsimile number or email address as such Party from time to time directs in writing to the other Party.

(b) Any notice or other communication given in accordance with this Section 12.1, if delivered by hand as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery is such date is a Business Day and such delivery is received before 4:00 p.m. at the place of delivery; otherwise, it shall be deemed to be validly and effectively given on the Business Day next following the date of delivery. Any notice of communication which is transmitted by facsimile transmission or electronic mail as aforesaid, shall be deemed to have been validly and effectively given on the date of transmission if such date is a Business Day and such transmission was received before 4:00 p.m. at the place of receipt; otherwise it shall be deemed to have been validly and effectively given on the next Business Day following such date of transmission.

(c) Any notices and communications given in respect of this Agreement must be given in the English language, or if given in any other language, that notice or communication must be accompanied by an English translation of it, which must be certified as being a true and correct translation of the notice or communication.

13.1. Further Assurances. Each Party shall execute all such further instruments and documents and shall take all such further actions as may be necessary to effect the transactions contemplated herein, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

13.2. No Partnership or Joint Venture. Nothing herein shall be construed to create, expressly or by implication, a joint venture, agency relationship, fiduciary relationship, mining partnership, commercial partnership or other partnership relationship between the Parties.

13.3. Severability. If any provision of this Agreement is wholly or partially invalid, illegal or unenforceable, this Agreement shall be interpreted as if such provision had not been a part hereof so that the invalidity, illegality or unenforceability shall not affect the validity, legality or unenforceability of the remainder of this Agreement which shall be construed as if this Agreement had been executed without such provision.

13.4. Entire Agreement. This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, among the Parties.

13.5. Amendments. This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties.

13.6. Waivers. The failure by any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision unless such waiver is acknowledged in writing, nor shall such failure affect the validity of this Agreement or any part thereof or the right of a Party to enforce each and every provision. No waiver of a breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

13.7. Specific Performance. The Seller acknowledges that any breach of this Agreement may cause the Buyer irreparable harm for which damages are not an adequate remedy. The Seller agrees that, in the event of any such breach, in addition to other remedies at law or in equity that the Buyer may have, the Buyer shall be entitled to seek specific performance.

13.8. Benefit of Agreement. This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns and, except for the indemnified Persons referred to herein, is not for the benefit of, nor may any provision in this Agreement be enforced by, any other Person. With respect to any indemnified Person who is not a party to this Agreement, the Buyer or the Seller, as applicable, shall obtain and hold the rights and benefits of indemnification in trust for and on behalf of such indemnified Person.

13.9. Costs and Expenses. The Parties shall be responsible for their own respective costs in connection with the negotiation, settlement, execution, delivery and performance of this Agreement.

13.10. Execution in Counterparts. This Agreement may be executed in one or more counterparts and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or electronic format shall be effective as delivery of a manually executed counterpart of this Agreement.

[Signature pages follow]

IN WITNESS WHEREOF this Purchase and Sale Agreement has been executed by the Parties as of the date first above written.