-- Within 15 days of the later of HBE completing a financing and obtaining required exchange approvals, HBE shall make a cash payment of $1,500,000 and issue of 6,750,000 common shares, which represents 9.5% of HBE's current issued and outstanding common shares, -- Make a further cash payment of $1,500,000, due within 18 months of the effective date of the agreement, -- Issue additional common shares to increase Energizer's aggregate equity interest in HBE to 15% of the issued and outstanding shares of HBE within 15 days of the requisite shareholder approval, with a proposal to issue up to an aggregate of a 19.5% equity interest being tabled at the next HBE annual general meeting of shareholders, expected to be held in June 2014. HBE would be required to maintain Energizer's aggregate 15% equity position for a period of 3 years from the effective date of the agreement, -- If shareholder approval is not obtained, then HBE will pay Energizer an additional sum of $500,000 within 18 months of the effective date of the agreement in lieu of shares, and HBE will be required to maintain Energizer's 9.5% equity position for a period of 3 years from the effective date of the agreement, and -- HBE is provided with a future option to purchase the remaining 25% interest of the Sagar Property from Energizer. If exercised, HBE will pay Energizer the sum of $1,000,000 and issue additional shares of its common stock to increase Energizer's aggregate interest to 19.5% of HBE issued and outstanding common stock within 15 days of requisite shareholder and regulatory approval. Energizer has been granted a first right of refusal to maintain its equity position by participating in any future private placements and will also retain a 2% net smelter royalty on the property, of which 1% of the NSR could be bought back by HBE for $1,000,000. If the option is not exercised, than the Parties agree to enter into a joint venture agreement consistent with industry norms for such arrangements including a standard dilution clause. Energizer would then also be entitled to a free carried interest on its 25% participating interest until the delivery by HBE of a Bankable Feasibility Study or equivalent.