Oceana Metals Limited Acquisition of 100% of Serra Negra Rare Earths and Niobium Project in Brazil for Total Consideration of up to US$10.3 Million (US$2.95 Million Cash, 20 Million Oceana Shares, and up to US$2.25 Million in Milestone Payments, plus 2.5% Net Smelter Royalty)

Oceana Metals Limited (ASX: OCN) (“Oceana”) entered into a binding agreement with private vendors to acquire 100% of the shares in the private company (“Target”) which is the holder of the mineral rights comprised by the Serra Negra rare earths and niobium Project in Minas Gerais State, Brazil (the “Acquisition”). Under the Acquisition, Oceana will pay total upfront and deferred consideration of up to US$10.3 million, comprising: (a) US$2.95 million in cash and 20,000,000 fully paid ordinary shares in Oceana (approximately US$5.0 million at a deemed issue price of A$0.36 per share) on completion; and (b) deferred Milestone Payments of up to US$2.25 million (US$750,000 upon announcing an initial JORC mineral resource, and US$1.5 million upon announcing a JORC resource of at least 100Mt at 4% TREO or equivalent). The vendors will also be granted a 2.5% net smelter royalty on all payable commodities extracted from the permits (excluding iron ore). Completion of the Acquisition remains subject to customary conditions precedent.

Veirano Advogados acted as Brazilian legal counsel to Oceana Metals on the Acquisition, providing advice on all aspects of the transaction from a Brazilian law perspective, including structuring the Transaction, reviewing corporate and regulatory requirements, and coordinating with foreign counsel to ensure an efficient and integrated cross-border signing. Hamilton Locke acted as Australian legal counsel on the Acquisition.