Next steps

Proposed terms

For two weeks after communication of this Proposal, prospective funders will be given the opportunity to be the Phase 1 proposal development project's sole and exclusive funder by agreeing to fund the proposal in full. If a prospective funder expresses an interest to do so but requires further time to confirm the decision, the exclusivity period may be extended at the discretion of the Principals.

If, within those two weeks, multiple prospective funders express an interest in sole and exclusive funding of Phase 1, the Principals will negotiate with funders to determine a satisfactory funding arrangement.

The Principals will establish a special purpose vehicle to execute the project outlined in this Proposal and for operational development of the subsequent capital fund-raising proposal. The SPV will be owned by a minimum of two of the Principals.

Funders may agree to fund the proposal wholly or in part. If a funder agrees to fund the Proposal fully, it will transfer the agreed funding amount to the client trust account of the SPV's nominated solicitor (“the solicitor”).

If the leading funder agrees to partial funding only, the Principals may further stipulate a go/no-go investment level that must be satisfied in additional fund-raising for proposal development that must be reached before the project will be deemed to be live. The Principals may elect to proceed at any time by declaring the project live. On making such a declaration, the Principals will notify any funders in writing.

Funds will not be disbursed to the SPV by the solicitor until the project is live.

If initial funders agree only partially to fund the project, the Principals may continue to seek funding from other sources, whether or not the project has been deemed to be live.

Once the project is deemed to be live by the Proposal's Principals, the SPV's solicitor will make disbursements to the SPV as follows:

• an initial disbursement to the SPV of 20% of the funding amount raised with additional funding of 10% payable after 30 days.

At that point, the SPV will provide reporting on progress and use of funds to date, reconciled to the SPV's funds at bank.

Thereafter, the solicitor will disburse funds to the SPV:

• against agreements between the SPV and suppliers. The full amount of any contract (incl. VAT) will be disbursed on production of the contract agreement or engagement letter;

• For non-contractual expenses incurred, for which valid receipts or other proof of expenditure will be provided;

• For payment of Principals' agreed stipends or for wages or other personnel costs arising.

The SPV will hold all rights and intellectual property produced as part of the Project.

If there is the sole funder, the Principals will agree to meet with that funder virtually or in person at any time as agreed between them.

If there are multiple funders of the Project, all funders will receive the same monthly reporting.