BARYS RESOURCES LIMITED — Capital/Financing Update 2021

Mar 24, 2021

ASX RELEASE | 25 March 2021

ABOUT KOPORE METALS

Kopore Metals Limited is a public company listed on the Australian Securities Exchange (ASX) and is actively exploring its copper-silver prospects on the emerging world class Kalahari Copper Belt, located in the Republic of Botswana and in the Bryah Basin of Western Australia.

DIRECTORS & MANAGEMENT

PETER MEAGHER Non-Executive Chairman

SIMON JACKSON Managing Director

GRANT FERGUSON Non-Executive Director

REGISTERED OFFICE Suite 5, 62 Ord Street West Perth WA 6005

VIRGO PROJECT TRANSACTION WITH ARC MINERALS

HIGHLIGHTS

• AIM listed ARC Minerals Limited to buy 75% interest in Kopore’s Virgo Project in Botswana for £1.2 million in ARC shares

• ARC has option to buy remaining 25% for US$5 million in cash or ARC shares

• Kopore free carried to Bankable Feasibility Study with no dilution

• Kopore receives 1% net smelter royalty capped at US$30 million

• ARC can buy back royalty for US$5 million

• Kopore retains 3,592km[2] of contiguous highly prospective exploration licences in the Kalahari Copper Belt in Botswana.

Kopore Metals Limited (“ Kopore ” or “ Company ”) is pleased to announce that it has entered into a binding term sheet to assist with ongoing exploration at the Company’s Virgo Project in the Republic of Botswana.

The Company has agreed to sell 75% of the issued capital in its wholly owned subsidiary company, Alvis-Crest (Proprietary) Limited (“ Alvis ”) to AIM listed ARC Minerals Limited (AIM:ARCM) (“ ARC ”) (“ Transaction ”). Alvis is the holder of two prospecting licences in the Kalahari Copper Belt in Botswana within 23km of the Zone 5 mine, currently under construction by Cupric Canyon Capital LP. These two licences, PL135/2017 and PL162/2017 (“together, the Licences ”) comprise Kopore’s Virgo Project (“ Virgo Project ”) (Figure 1).

The Transaction is subject to certain conditions precedent, including: any required government and regulatory approvals; ARC due diligence and entry into a shareholders agreement and royalty agreement. The conditions precedent are to be satisfied within 60 days.

The material terms of the Transaction are as follows:

• ARC to issue £1.2 million in ARC shares valued at a 10 trading day volume weighted average price (" Arc Shares ") to Kopore in consideration for the purchase of 75% of the issued capital of Alvis.

• ARC retains an option to acquire the remaining 25% of Alvis for consideration of US$5 million. The option is valid until a Final Investment Decision (“ FID ”) is reached by Arc and the option consideration is payable in cash or ARC Shares (or a combination of the two) at the election of ARC.

• ARC is responsible for sole funding Alvis up to FID, ensuring that Kopore’s remaining 25% interest in Alvis is not diluted in this period.

• ARC will spend an average of a minimum of US$200,000 per year on exploration drilling and resources definition on the Licences over any rolling three year period prior to FID.

ASX RELEASE | 25 March 2021

• Kopore will receive a 1% net smelter royalty over the Virgo Project, capped at a maximum of US$30 million. ARC has the option to purchase the royalty for US$5 million anytime up to FID, on terms to be included in a royalty agreement.

• The term sheet contains customary orderly sale provisions in respect of the ARC Shares the Company receives pursuant to the Transaction.

• For the purposes of the Transaction, a FID is defined as “subsequent to a successful bankable feasibility study being undertaken by ARC with regards to the Licences, the decision of ARC's board of directors to resolve to: fund the capital expenditure required to commence construction; and commence construction, on any one or more of the Licences”.

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Figure 1: Location of Kopore’s Virgo Project.

Kopore confirms that it has sought confirmation from ASX that Listing Rules 11.1.2, 11.1.3 and 11.2 do not apply to the Transaction.

Kopore announced receipt of an approved Environmental Management Plan for the Virgo Project in January 2020 and was planning an initial drill program when the COVID-19 pandemic became a limiting factor. Botswana instituted a state of emergency in March 2020 which remains in place today.

The Company is pleased to announce the deal with ARC, which it anticipates will expedite exploration at the Virgo Project, with ARC teams already in place in southern Africa.

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ASX RELEASE | 25 March 2021

Commenting on the Transaction, Simon Jackson, Kopore’s Managing Director said “ We are delighted to enter into this transaction with ARC. They have been successful in adding value for their shareholders through their interests in Zambia and we share their vision for the Virgo Project. We anticipate that having people and infrastructure in southern Africa will allow ARC to progress exploration at the Virgo Project much quicker than Kopore would have been able to do as the COVID-19 pandemic continues to affect international and regional movement of people and other assets. Kopore can now focus on its remaining 3,592km[2] of exploration licences in Botswana at its Ghanzi West project (where reprocessing of historical data is ongoing) and at the Horseshoe West Project in the Bryah Basin of Western Australia, where the Company has the right to earn up to a 70% interest and where heritage surveys are now planned for early April 2021. We are excited to have copper exploration projects in two of the world’s most sought after jurisdictions given market indications that we are in the early months of what we think could potentially be a copper super cycle ”.

Authorised by the Board of Kopore Metals Limited.

FOR FURTHER INFORMATION PLEASE CONTACT:

SIMON JACKSON Managing Director

Kopore Metals Limited Tel. +61 8 9322 1587 info@koporemetals.com www.koporemetals.com

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ABOUT KOPORE

Kopore Metals Limited ( ASX:KMT ) is a public company listed on the Australian Securities Exchange (ASX) and is actively exploring its gold-copper-silver prospects on the emerging world class Kalahari Copper Belt, located in the Republic of Botswana and also at the highly prospective Horseshoe West Project in the Bryah Basin of Western Australia. Kopore continues to explore for stratabound coppersilver deposits across its six 100% owned prospecting licenses in Botswana with a total area of 3,592km2 of the world class Kalahari Copper Belt. Kopore believes the Kalahari Copper Belt can provide the potential for large scale discovery, as demonstrated by neighbouring resource development companies. The Directors and management of Kopore have strong complementary experience with over 60 years’ of Australian and International technical and executive experience in exploration, resource development, mining, legal and resource fields. Botswana is a stable, pro-mining jurisdiction, supportive of mineral exploration and development. According to the 2020 Fraser Institute Annual Mining Survey[1] , Botswana was ranked 1st for “investment attractiveness” in Africa (and 11th globally) and Western Australia is ranked 4th globally.[1]

1. Refer to the Fraser Institute Annual Survey of Mining Companies 2020.

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