BARYS RESOURCES LIMITED — Interim / Quarterly Report 2021

Apr 28, 2021

ASX RELEASE | 29 April 2021

ACTIVITIES REPORT FOR THE

ABOUT KOPORE METALS

QUARTER ENDING 31 MARCH 2021

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

Kopore Metals Limited ( Kopore or Company ) is pleased to provide the following activities report for the quarter ended 31 March 2021 ( March Quarter ).

The March Quarter was one that saw significant developments for Kopore as the Company entered into two transactions with the aim of increasing exploration spend in Botswana and open up a new copper/gold exploration front in Western Australia. The Company continues to assess alternatives that will lead to increased exploration activity on its Ghanzi West Project, which is located in proximity to Sandfire’s new copper mine and where previous exploration has produced encouraging results for follow up programs.

DIRECTORS & MANAGEMENT

PETER MEAGHER Non-Executive Chairman

SIMON JACKSON Managing Director GRANT FERGUSON Non-Executive Director

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 ).

REGISTERED OFFICE

Suite 5, 62 Ord Street West Perth WA 6005

Pursuant to the terms of the Transaction, the Company agreed to sell 75% of the issued capital in its wholly owned subsidiary company, Alvis-Crest (Proprietary) Limited to AIM listed ARC Minerals Limited (AIM:ARCM) ( ARC ). The Transaction is subject to certain conditions precedent, including: any required government and regulatory approvals; ARC due diligence and entry into a shareholder’s agreement and royalty agreement. The conditions precedent are to be satisfied by 23 May 2021.

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.

• 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.

ASX RELEASE | 29 April 2021

• 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”.

Horseshoe West

During the quarter, the Company entered into an earn in Agreement with Murchsion Copper Mines Pty Ltd (a subsidiary of Horseshoe Metals Limited ASX:HOR) to earn into a portion of the tenements surrounding the historical Horseshoe Lights mine (ASX announcement 28 January 2021) ( Agreement ).

The material terms of the Agreement are:

• Upfront Payment: $50,000 is payable by Kopore upon satisfaction of certain conditions precedent by MCM. This has been paid.

• Stage one: Earn in of $1.45 million expenditure to earn a 51% beneficial interest in the Agreement Area over a two-year period. Stage one includes a minimum expenditure amount of $250,000 to be spent in year 1 (Minimum Expenditure). Kopore must expend this minimum expenditure amount before it is able to withdraw from the earn-in.

• Joint Venture: Upon completion of the stage, one earn-in, Kopore and MCM will form an unincorporated joint venture in relation to the exploration of the Agreement Area. The parties' initial respective interest in the Joint Venture will be Kopore 51% and MCM 49%.

• Stage two: Kopore can elect to expend an additional $1.5 million within a further 2 years to earn into an additional 19% beneficial interest in the Agreement Area. If Kopore completes the stage 2 earn in, the parties' respective interest in the Joint Venture will be Kopore 70% and MCM 30%.

• Joint Venture expenditure: Following the earn-in, the parties must each contribute to Joint Venture expenses in proportion to their respective percentage.

During the March Quarter, the Company engaged Southern Geoscience Consultants to undertake a geophysical review of the Company’s Horseshoe West Copper/Gold Project ( Horseshoe West ). The scope of the geophysical review focused on identifying new drill targets using the historical data from the Horseshoe Lights Mine area.

The outcome of the review program was the identification of an area on the western side of the historical Horseshoe Lights mine, which is interpreted as potentially shallow Ravelstone Formation Cover over the targeted upper Narracoota formation. The upper Narracoota Formation is known to hold economic mineralisation at the DeGrussa Copper-Gold Mine (75km away) and at Horseshoe Lights Mine. In addition, the Company will be seeking to target an area on the southern margin of the agreement area to understand the basis of an identified geophysical anomaly.

Kopore is currently finalising Heritage surveys ahead of submitting Programs of Work with the Western Australian Department of Mines, Industry Regulation and Safety.

Exploration

The Company confirms no substantive exploration activities were undertaken in Botswana in the March Quarter due to ongoing COVID-19 protocols implemented by the Government of Botswana aimed at avoiding and containing the spread of COVID-19.

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ASX RELEASE | 29 April 2021

Corporate

In accordance with ASX Listing Rule 5.3.5, payments to related parties or their associates during the March Quarter comprised Managing Director salary, Non-executive Director 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 coppersilver 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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ASX RELEASE | 29 April 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

Name of entity
KOPORE METALS LIMITED
ABN 73 149 230 811	Quarter ended (Current quarter)
	31 March	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 (9 Months) $A'000
		- - (25) - - (68) (137) - - - - - 4	- - (122) - - (243) (426) - 4 (1) - - 68
		(226)	(720)
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) - - - - - - - - - - - -
		(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 (9 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	1,174 (226) ( 50) - 1	1,673 (720) ( 50) - (4)
	899	899
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
	894 5 - -	418 756 - -
	899	1,174
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 Note: if any amounts are shown in items 6.1 and 6.2 your quarterly activity report must include a description of, and an payments
		Current quarter $A'000
		68
		-
		explanation for, such
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
	(226) -
	(226)
	899 -
	899
	4.0

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:

N/A

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:

N/A

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:

N/A

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: Thursday, 29 April 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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