Oracle Mining Signs Indicative Term Sheet for Minimum US$6.5 Million and Maximum US$7.5 Million Secured Convertible Loan and up to CAD$20 Million Future Project Financing - Seite 2

Vincere will be entitled to payment of a closing fee of US$75,000, payable on the Closing Date and other reasonable expenses incurred in relation to executing the contemplated financing will be reimbursed to Vincere.

Future Project Financing

A subsidiary of the Corporation ("Subco") will issue to Vincere a warrant to acquire up to 66.7% of the issued and outstanding equity interests of Subco for up to CAD$20,000,000 (the "Warrant"), an investment of less than CAD$20,000,000 will result in a pro-rata decrease in ownership in the issued and outstanding equity interests of Subco. However, until shareholder approval is obtained at a Special Meeting of Shareholders, only up to CAD$5,000,000, of the Warrant will be initially exercisable (the "Partial Warrant") for up to 49% of the issued and outstanding equity interests of Subco, an investment of less than CAD$5,000,000 will result in a pro-rata decrease in ownership in the issued and outstanding equity interests of Subco. Additionally, until shareholder approval is obtained for the Warrant, the Partial Warrant and the Conversion Feature as described above may not, in aggregate, through direct ownership in Subco or through Vincere's minority interest in Oracle Mining, exceed 49% of the total issued and outstanding equity interests of Subco. For additional clarity, once shareholder approval is obtained for the Warrant, the Partial Warrant will expire and no longer be exercisable. The Partial Warrant and the Warrant may be exercised in whole or in part, and in one or more closings and will expire on the later of six months after the Maturity Date and when the Loan has been repaid in full. The Corporation will convene a Special Meeting of the Shareholders as soon as reasonably practicable following the Closing Date to approve the Warrant.

Oracle Mining intends to use the net proceeds from the Loan towards funding the completion of the technical work necessary to prepare the Oracle Ridge copper project, located 24 km northeast of Tucson, AZ, (the "Oracle Ridge Project") for construction including permitting, for partial elimination of indebtedness with Rich Stone Mining Investment (Hong Kong) Limited ("Rich Stone") and for working capital and general corporate purposes. The budget will be agreed upon by the Corporation and Vincere. Oracle Mining intends to use the net proceeds from the exercise of the Warrant or Partial Warrant to fund further development of the project and potentially construction, should a production decision be made at such time.