BARYS RESOURCES LIMITED — Interim / Quarterly Report 2021

Jul 29, 2021

ASX RELEASE | 30 July 2021

ABOUT KOPORE METALS

Kopore Metals Limited is a public company listed on the Australian Securities Exchange (ASX) and is actively exploring its copper-gold-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

ACTIVITIES REPORT FOR THE QUARTER ENDING 30 JUNE 2021

Kopore Metals Limited ( Kopore or Company ) is pleased to provide the following activities report for the quarter ended 30 June 2021 ( June Quarter ).

During the June Quarter, the Company continued to progress the Virgo Project transaction with ARC Minerals and also finalised heritage surveys and commenced field work at Horseshoe West where the Company can earn into a portion of the tenements surrounding the historical Horseshoe Lights mine, as announced on 28 January 2021.

Virgo Project

As announced to ASX on 25 March 2021, the Company has entered into a binding term sheet to assist with ongoing exploration at the Company’s Virgo Project in the Republic of Botswana ( Transaction ).

On 26 July 2021, the Company announced that definitive binding transaction documents had been executed with ARC Minerals. Closing is expected shortly following receipt of Ministerial approval in Botswana.

The material terms of the Transaction are as follows:

o 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.

o 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.

o 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.

o 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.

o 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.

Horseshoe West

The Horseshoe West (HW) Project is located immediately west of the Horseshoe Lights Copper-Gold Mine and 140km north of Meekatharra, Western Australia.

Kopore is investigating the HW Project area for potential Horseshoe Lights style copper-gold and shear-zone hosted gold mineralisation exploration targets.

Activity this quarter at the HW Project included conducting an initial airborne magnetic survey field acquisition and processing, completion of required Aboriginal heritage survey and approved Programme of Works (PoW), for the planned auger program. The planned auger program is expected to commence in early Q3.

Heritage Survey

The initial Aboriginal heritage survey at HW is complete. The survey was conducted on site over a period of six days during April 2021, and covered areas to be investigated by Kopore’s initial proposed exploration activities.

A final report was recently received and provided the Company with the appropriate guidance on identified heritage areas to be avoided. Three small avoidance areas were located within the planned auger program area, which has subsequently been adjusted accordingly.

Drone Magnetic Survey & Interpretation

In late May 2021, Perth-based Pegasus Airborne Systems completed the HW drone airborne magnetic survey (Figure 1). (See ASX Release 29 July 2021)

==> picture [476 x 391] intentionally omitted <==

Figure 1

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Perth-based geophysicists Southern Geoscience have completed processing and modelling of the HW airborne magnetics survey. The processed imagery provides a wealth of detail within the HW stratigraphy, and has highlighted several priority targets.

Horseshoe West Auger Program

The Company is planning to commence an auger drilling program in early mid Q3 2021. The Horseshoe West program comprises approximately 460 holes, at a spacing of 60 x100m spacing and is aiming to test for surface expression of potential gold, base metal, or pathfinder anomalism. This auger program will, in addition to the recently completed airborne magnetic program, provide the Company with the ability to further refine the targeting for a future drilling program.

Program of Works (PoW)

The Company was advised on the 16 June 2021 of the approved Program of Works (PoW) for the planned auger program. This program is focussed on the area to the immediate west of the Horseshoe Lights mine.

Corporate

In accordance with ASX Listing Rule 5.3.5, payments to related parties or their associates during the June Quarter comprised Managing Director salary, Non-executive Director fees, consulting fees and superannuation.

AUTHORISED BY: 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

-END-

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 copper-silver deposits across its six 100% owned prospecting licenses in Botswana with a total area of 3,588km2 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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Competent Persons Statement

The information in this announcement that relates to exploration results is based on and fairly represents information compiled by Mr Grant Ferguson, a Competent Person and a Fellow of the Australian Institute of Mining and Metallurgy (AusIMM). Mr Ferguson is a Director and Shareholder of Kopore and engaged as a consultant geologist. Grant Ferguson has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC 2012). Grant Ferguson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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Tenement Schedule as at 30 June 2021

Prospecting Licence1	Holder	Date Granted	Expiry Date	Project Area **(km2) **	Annual Rent (A$)
PL203/2016	Icon-TradingCompany (Proprietary)	1/10/2019	30/09/2021	928.6	569
PL204/2016	Icon-TradingCompany (Proprietary)	1/10/2019	30/09/2021	925.6	567
PL205/2016	Icon-TradingCompany (Proprietary)	1/10/2019	30/09/2021	862.5	533.5
PL127/2017	Ashmead Holdings(Pty)Ltd	1/07/2020	30/06/2022	358.89	219.9
PL128/2017	Ashmead Holdings(Pty)Ltd	1/07/2020	30/06/2022	233.4	142.3
PL129/2017	Ashmead Holdings(Pty)Ltd	1/07/2020	30/06/2022	67	122.5
PL135/2017	Alvis Crest(Proprietary)Limited	1/10/2020	30/09/20222	141.9	122.5
PL162/2017	Alvis Crest(Proprietary)Limited	1/10/2020	30/09/20222	70	122.5
Total				3,588	2,3993

Table 1 - Kopore Metals Limited Prospecting Portfolio Botswana

1. Ghanzi West prospecting licenses renewals approved. Awaiting final approved Virgo prospecting licenses renewal. Virgo license areas are those submitted to the DoM and could be subject to change.

2. PL135_2017 and PL162_2017. Currently under a potential Transaction with ARC Minerals Limited, as detailed above.

3. Annual rent estimated from current estimated license area and upon renewal of Virgo licenses subject to change.

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Appendix 5B Mining exploration entity or oil and gas exploration entity quarterly cash flow report

Rule 5.5

Appendix 5B Mining exploration entity or oil and gas exploration entity quarterly cash flow report

Name of entity

KOPORE METALS LIMITED

Quarter ended ( Current quarter )

ABN 73 149 230 811	Quarter ended (Current quarte		r)
	30 June 2021
Consolidated statement of cash flows 1. Cash flows from operating activities 1.1 Receipts from customers 1.2 Payments for: (a) exploration and evaluation(if expensed) (b) development (c) production (d) staff costs (e) administration and corporate costs 1.3 Dividends received(see note 3) 1.4 Interest received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Government grants and tax incentives 1.8 Other:(provide details if material) : GST (paid)/refund 1.9 Net cash from/ (used in) operating activities		Current quarter $A'000	Year to date (12 Months) $A'000
		- - (120) - - (66) (152) - - - - - (2)	- - (242) - - (309) (578) - 4 (1) - - 66
		(340)	(1,060)
2. Cash flows from investing activities 2.1 Payments to acquire: (a) entities (b) tenements (c) property, plant and equipment (d) exploration & evaluation (if capitalised) (e) investments (f) other non-current assets 2.2 Proceeds from disposal of: (a) entities (b) tenements (c) property, plant and equipment (d) investments (e) other non-current assets 2.3 Cash flows from loans to other entities 2.4 Dividends received(see note 3) 2.5 Other(provide details if material) 2.6 Net cash from/ (used in) investing activities		- - - - - - - - - - - - - -	- (50) - - - - - - - - - - - -
		-	(50)

ASX Listing Rules Appendix 5B (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

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Appendix 5B

Mining exploration entity or oil and gas exploration entity quarterly cash flow report

Consolidated statement of cash flows	Current quarter $A'000	Year to date (12 Months) $A'000
3. Cash flows from financing activities 3.1 Proceeds from issues of equity securities(excluding convertible debt securities) 3.2 Proceeds from issue of convertible debt securities 3.3 Proceeds from exercise of options 3.4 Transaction costs related to issues of equity securities or convertible debt securities 3.5 Proceeds from borrowings 3.6 Repayment of borrowings 3.7 Transaction costs related to loans and borrowings 3.8 Dividends paid 3.9 Other(provide details if material) 3.10 Net cash from/ (used in) financing activities	- - - - - - - - -	- - - - - - - - -
	-	-
4. Net increase / (decrease) in cash and cash equivalents for the period 4.1 Cash and cash equivalents at beginning of period 4.2 Net cash from / (used in) operating activities(item 1.9 above) 4.3 Net cash from / (used in) investing activities(item 2.6 above) 4.4 Net cash from / (used in) financing activities(item 3.10 above) 4.5 Effect of movement in exchange rates on cash held 4.6 Cash and cash equivalents at end ofperiod	899 (340) - - -	1,673 (1,060) ( 50) - (4)
	559	559
5. Reconciliation of cash and cash equivalents at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts 5.1 Bank balances 5.2 Call deposits 5.3 Bank overdrafts 5.4 Other (provide details) 5.5 Cash and cash equivalents at end ofquarter (should equal item 4.6 above)	Current quarter $A'000	Previous quarter $A'000
	554 5 - -	894 5 - -
	559	899
6. Payments to related parties of the entity and their associates 6.1 Aggregate amount of payments to related parties and their associates included in item 1 6.2 Aggregate amount of payments to related parties and their associates included in item 2
		Current quarter $A'000
		66
		-

Note: if any amounts are shown in items 6.1 and 6.2 your quarterly activity report must include a description of, and an explanation for, such payments

Director salaries, director fees, consulting fees and superannuation.

ASX Listing Rules Appendix 5B (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

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Appendix 5B

Mining exploration entity or oil and gas exploration entity quarterly cash flow report

7. Financing facilities Note: the term “facility’ includes all forms of financing arrangements available to the entity. Add notes as necessary for an understanding of the sources of finance available to the entity. 7.1 Loan facilities 7.2 Credit standby arrangements 7.3 Other (please specify) 7.4 Total financing facilities	Total facility amount at quarter end $A'000	Amount drawn at quarter end $A'000
	- - -	- - -
	-	-
7.5 Unused financing facilities available at quarter end
		-

• 7.6 Include in the box below a description of each facility above, including the lender, interest rate, maturity date and whether it is secured or unsecured. If any additional financing facilities have been entered into or are proposed to be entered into after quarter end, include a note providing details of those facilities as well.

8. Estimated cash available for future operating activities 8.1 Net cash from / (used in) operating activities(Item 1.9) 8.2 Capitalised exploration & evaluation(Item 2.1(d)) 8.3 Total relevant outgoings(Item 8.1 + Item 8.2) 8.4 Cash and cash equivalents at quarter end(Item 4.6) 8.5 Unused finance facilities available at quarter end(Item 7.5) 8.6 Total available funding(Item 8.4 + Item 8.5) 8.7 Estimated quarters of funding available(Item 8.6 divided by Item 8.3)	$A’000
	(340) -
	(340)
	559 -
	559
	1.6

Note: if the entity has reported positive relevant outgoings (ie a net cash inflow) in item 8.3, answer item 8.7 as “N/A”. Otherwise, a figure for the estimated quarters of funding available must be included in item 8.7.

• 8.8 If Item 8.7 is less than 2 quarters, please provide answers to the following questions:

• Does the entity expect that it will continue to have the current level of net operating cash flows for the time being and, if not, why not ?

Answer:

Yes

1. Has the entity taken any steps, or does it propose to take any steps, to raise further cash to fund its operations and, if so, what are those steps and how likely does it believe that they will be successful?

Answer:

The Company executed binding agreements with ARC Minerals Ltd (ARC) for the sale of 75% of the issued capital of its wholly owned subsidiary Alvis-Crest (Proprietary) Ltd in consideration for £1.2 million of shares in ARC (subject to ministerial approval). In the event Kopore requires further cash to fund its operations, the Company may fund this through an orderly disposal of some or all of the ARC shares.

1. Does the entity expect to be able to continue its operations and to meet its business objectives and, if so, on what basis?

Answer:

Yes, as noted above, Kopore is confident of its ability to continue to fund operations and meet its business objectives through existing cash and/or the orderly disposal of some or all of the ARC shares.

ASX Listing Rules Appendix 5B (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

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Appendix 5B

Mining exploration entity or oil and gas exploration entity quarterly cash flow report

Compliance statement

• 1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.

• 2 This statement gives a true and fair view of the matters disclosed.

Date: Friday, 30 July 2021

Authorised by: Board of Kopore Metals Limited

(Name of body or officer authorising release – see note 4)

Notes

1. This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity’s activities for the past quarter, how they have been financed and the effect this has had on its cash position. An entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so.

2. If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash flow report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.

3. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

4. If this report has been authorised for release to the market by your board of directors, you can insert here: “By the board”. If it has been authorised for release to the market by a committee of your board of directors, you can insert here: “By the [ name of board committee – e.g. Audit and Risk Committee ]”. If it has been authorised for release to the market by a disclosure committee, you can insert here: “By the Disclosure Committee”.

5. If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as complying with recommendation 4.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations , the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records of the entity have been properly maintained, that this report complies with the appropriate accounting standards and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

ASX Listing Rules Appendix 5B (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

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