ARDEA RESOURCES LIMITED — Board/Management Information 2019

Feb 27, 2019

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Ardea appoints Chief Executive Officer

ASX & Media Release

Andrew Penkethman appointed CEO to lead Ardea on advancing it’s three-pronged value creation strategy

28 February 2019

ASX Symbol

Ardea Resources (“Ardea” or “the Company”) is pleased to announce that Mr Andrew Penkethman has been appointed as Chief Executive Officer, effective from 1 April 2019.

ARL

Ardea Resources Limited

Suite 2 / 45 Ord St West Perth WA 6005

Mr Penkethman is a resources sector executive and geologist with 25 years’ experience in the resources industry. His technical skills include project evaluation, early stage and near mine exploration, resource development, feasibility study management, permitting, stake holder engagement and mine development across open pit and underground operations within Australia and overseas. Commodities experience includes gold, base metals, battery minerals and energy commodities over a range of geological settings.

PO Box 1433 West Perth WA 6872

Telephone

+61 8 6244 5136

Email

Andrew’s technical expertise is complimented by over 13 years in executive roles with a strong corporate focus including strategic partner processes, joint venture management, financial modelling, and project acquisition and divestment. Andrew has ASX, AIM and TSX equity markets experience.

ardea@ardearesources.com.au

Website

www.ardearesources.com.au

Mr Penkethman holds a Bachelor of Science degree from the University of Wollongong, is a Fellow of the Australasian Institute of Mining and Metallurgy and a Member of the Australian Institute of Geoscientists.

Directors

Katina Law Executive Chair

Andrew Penkethman, incoming CEO said :

Ian Buchhorn Technical Executive Director

“I am impressed by the quality and diversity of the Ardea project portfolio which includes:

Wayne Bramwell Non-Executive Director

1. the large scale and strategic Goongarrie Nickel Cobalt Project advancing through feasibility to demonstrate it is a compelling development opportunity;

Issued Capital

Fully Paid Ordinary Shares 105,390,413

1. an extensive, under-explored yet highly prospective gold and nickel sulphide land position in the heart of the WA goldfields with any discoveries made expected to add significant Company value; and

2. multiple under explored base and precious metals projects in the Lachlan Fold Belt in NSW.

Unlisted options exercisable at $0.25 11,910,022

Directors/Employee Performance Rights 3,390,000

This combination of three quality Australian project portfolios, a team of well managed and committed industry professionals and a strong cash position, provides Ardea with multiple options to create value for the benefit of all stake holders and shareholders across the communities the Company operates in. I look forward to helping realise this value by working with a highly experienced and dedicated Board of Directors and building upon the quality work already completed by the Ardea team.”

ABN 30 614 289 342

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Ardea Executive Chair Ms Katina Law said:

“After a detailed search process, Andrew’s energy and combination of corporate and technical experience was identified as being the right blend of skills to help add further value to all facets of the Ardea business. The Board look forward to working with Andrew to further advance our three-pronged value creation strategy and continue delivering optimum value for our shareholders.”

ABOUT ARDEA RESOURCES

Ardea Resources (“Ardea” – ASX:ARL) is an ASX listed resources company, with 100% controlled Australian based projects, prioritising a three-pronged value creation strategy which is:

• development of the Goongarrie Nickel Cobalt Project;

• advanced-stage exploration at WA gold and nickel sulphide targets; and

• the demerger of the NSW gold and base metal assets with planned in-specie share distribution.

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For further information regarding Ardea, please visit www.ardearesources.com.au or contact:

Ardea Resources:

Ms Katina Law Executive Chair, Ardea Resources Limited Tel +61 8 6244 5136

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This news release contains forward-looking statements and forward-looking information within the meaning of applicable Australian securities laws, which are based on expectations, estimates and projections as of the date of this news release.

This forward-looking information includes, or may be based upon, without limitation, estimates, forecasts and statements as to management’s expectations with respect to, among other things, the timing and ability to complete the Ardea spin-out, the timing and amount of funding required to execute the Company’s exploration, development and business plans, capital and exploration expenditures, the effect on the Company of any changes to existing legislation or policy, government regulation of mining operations, the length of time required to obtain permits, certifications and approvals, the success of exploration, development and mining activities, the geology of the Company’s properties, environmental risks, the availability of labour, the focus of the Company in the future, demand and market outlook for precious metals and the prices thereof, progress in development of mineral properties, the Company’s ability to raise funding privately or on a public market in the future, the Company’s future growth, results of operations, performance, and business prospects and opportunities. Wherever possible, words such as “anticipate”, “believe”, “expect”, “intend”, “may” and similar expressions have been used to identify such forward-looking information. Forward-looking information is based on the opinions and estimates of management at the date the information is given, and on information available to management at such time. Forward-looking information involves significant risks, uncertainties, assumptions and other factors that could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking information. These factors, including, but not limited to, the ability to complete the Ardea spin-out on the basis of the proposed terms and timing or at all, fluctuations in currency markets, fluctuations in commodity prices, the ability of the Company to access sufficient capital on favourable terms or at all, changes in national and local government legislation, taxation, controls, regulations, political or economic developments in Australia or other countries in which the Company does business or may carry on business in the future, operational or technical difficulties in connection with exploration or development activities, employee relations, the speculative nature of mineral exploration and development, obtaining necessary licenses and permits, diminishing quantities and grades of mineral reserves, contests over title to properties, especially title to undeveloped properties, the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drill results and other geological data, environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding, limitations of insurance coverage and the possibility of project cost overruns or unanticipated costs and expenses, and should be considered carefully. Many of these uncertainties and contingencies can affect the Company’s actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company. Prospective investors should not place undue reliance on any forward-looking information.

Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the Company cannot assure prospective purchasers that actual results will be consistent with such forwardlooking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.

No stock exchange, regulation services provider, securities commission or other regulatory authority has approved or disapproved the information contained in this news release.

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Appendix 1

A summary of the material terms of Andrew Penkethman’s Executive Services Agreement are set out below:

Commencement Date 1st April 2019. Total Fixed Remuneration (TFR) $280,000 plus superannuation.

Short Term Incentive The Executive will be eligible for an annual Short Term Incentive payment of up to $50,000 based on meeting criteria set by the Board.

Long Term Incentive Subject to shareholder approval, the issue of 1,200,000 fully paid ordinary shares in the Company, over three years in three tranches of 400,000. The final conditions are subject to negotiation but will likely be:

• Announcement of the DFS by Nov 2020;

• Share price increase of 50% by Nov 2021 from the date of approval of the rights; and

• Third condition to be agreed.

Termination and Notice By Employee or Company 3 months’ notice. Due to Redundancy 3 months’ notice plus 3 months base salary.

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