| (i) | the April Offering shall have closed; |
| (ii) | the Company shall have received a financing commitment from the senior lenders of the Company's Maracás Project (as defined below) which provides as follows: |
| | (A) | facility to be provided by the Brazilian Development Bank ("BNDES") as sole lender of record and to be not less than US$162 million and not more than US$180 million (or the equivalent in Reais) (the "BNDES Facility"); |
| | (B) | the BNDES Facility to be provided to Vanádio de Maracás S.A. ("Vanadio"), a Brazilian corporation indirectly controlled by the Company and other Brazilian companies, without recourse to assets of the Company (other than as set out in the item below); |
| | (C) | security provided for BNDES Facility to be limited to Company's vanadium assets in Brazil (including, real property, mining rights, equipment and other personal property) and those shares in the capital of Vanadio held by the Company; |
| | (D) | the BNDES Facility to have a term of not less than 8 years and a grace period for principal payments only of at least 6 months from the date of first commercial operation; |
| | (E) | the BNDES Facility to contain standard representations, warranties, covenants and events of default as would be customary for a facility of this nature; |
| | (F) | total projected budget for the Maracás Project, including contingency costs, not to exceed US$280 million (or the equivalent in Reais); |
| | (G) | minimum first drawdown under the BNDES Facility of US$40 Million (or the equivalent in Reais) has been completed; |
| | (H) | Maracás Project debt to equity ratio not less than 60% debt to 40% equity; |
| | (I) | engineering, procurement and construction management and offtake agreements to be in a form acceptable to the Company, BNDES and counterparties to the agreements; and |
| | (J) | no more than the Escrowed Funds plus an additional Cdn$14 million being required by BNDES to be contributed by the Company; |
| (iii) | Vanádio shall have gained unrestricted access to all real properties owned by third parties, including but not limited to real properties currently owned by Banco Econômico S.A., a Brazilian financial institution under liquidation, required for the regular and full exploitation of the mine of the Maracás Project, either upon settlement or easement agreements in writing with the relevant owners, or upon judicial decisions issued against the relevant owners on a definitive basis (i.e., not subject to review under court appeals of any nature); |
| (iv) | the Company (directly or indirectly through Vanádio or any other subsidiary) shall have received the environmental Installation Licence for the Maracás Project, to be issued by the environmental authority of the State of Bahia, Brazil (Instituto do Meio Ambiente); |
| (v) | the Company shall have received all necessary regulatory and shareholder approvals to complete the April Offering and the issuance of Subscription Receipt Units on conversion of the Subscription Receipts; and |
| (vi) | delivery to the Equity Financial Trust Company, the escrow agent holding the Escrowed Funds, of a certificate (the "Release Notice") in the form attached as a schedule to the certificate representing the Amended Subscription Receipts, attesting to the matters set out in (i) through (v), above. |