BURLEY MINERALS LTD - Capital/Financing Update 2021

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ACN: 645 324 992

PROSPECTUS

___________

For an offer of 30,000,000 Shares at an issue price of $0.20 each to raise $6,000,000 (before costs) (Offer).

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It is proposed that the Offer will close at 5:00pm (WST) on 25 June 2021. The Directors reserve the right to close the Offer earlier or to extend this date without notice.

Applications must be received before that time.

IMPORTANT INFORMATION

THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD READ THIS DOCUMENT IN ITS ENTIRETY TO ASSIST IN DECIDING WHETHER OR NOT TO INVEST IN THE COMPANY.

THIS PROSPECTUS CONTAINS AN INDEPENDENT EXPERT’S REPORT ON WHETHER THE PERFORMANCE SECURITIES PROPOSED TO BE ISSUED BY THE COMPANY AT LISTING ARE FAIR AND REASONABLE TO THE NON-PARTICIPATING SECURITY HOLDERS AT LISTING. THE INDEPENDENT EXPERT’S REPORT IS CONTAINED IN SECTION 12 AND SETS OUT THE ADVANTAGES AND DISADVANTAGES OF THE ISSUE OF THE PERFORMANCE SECURITIES. THE INDEPENDENT EXPERT HAS CONCLUDED THAT THE PROPSOED ISSUE OF THE PERFORMANCE SECURITIES AT LISTING IS NOT FAIR BUT REASONABLE TO THE NON-PARTICPATING SECURITY HOLDERS AT LISTING. YOU SHOULD READ THIS INDEPENDENT EXPERT’S REPORT IN FULL BEFORE DECIDING WHETHER TO INVEST IN THE COMPANY.

YOU SHOULD ALSO CONSULT YOUR PROFESSIONAL ADVISERS BEFORE DECIDING WHETHER TO INVEST IN THE COMPANY. THIS OFFER DOES NOT TAKE INTO ACCOUNT YOUR INVESTMENT OBJECTIVES, FINANCIAL SITUATION OR PARTICULAR NEEDS. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS IN PART D OF SECTION 5 AND SECTION 8 IN LIGHT OF YOUR CIRCUMSTANCES.

INVESTMENT IN THE SHARES OFFERED BY THIS PROSPECTUS SHOULD BE CONSIDERED AS HIGHLY SPECULATIVE IN NATURE AND INVESTORS SHOULD BE AWARE THAT THEY MAY LOSE SOME OR ALL OF THEIR INVESTMENT.

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Lead Manager to the Offer

Legal Adviser

	TABLE OF CONTENTS
1.	CORPORATE DIRECTORY .............................................................................................. 2
2.	IMPORTANT NOTICE ........................................................................................................ 3
3.	KEY DATES AND OFFER INFORMATION ...................................................................... 9
4.	CHAIRMAN’S LETTER TO INVESTORS ....................................................................... 12
5.	INVESTMENT OVERVIEW .............................................................................................. 13
6.	DETAILS OF THE OFFER ............................................................................................... 40
7.	COMPANY AND PROJECT OVERVIEW ........................................................................ 54
8.	RISK FACTORS ............................................................................................................... 61
9.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE .................................... 70
10.	INDEPENDENT TECHNICAL ASSESSMENT REPORT ................................................ 82
11.	INDEPENDENT LIMITED ASSURANCE REPORT ...................................................... 143
12.	INDEPENDENT EXPERT’S REPORT ........................................................................... 172
13.	SOLICITORS’ REPORT ON TENEMENTS ................................................................... 199
14.	MATERIAL CONTRACTS ............................................................................................. 221
15.	ADDITIONAL INFORMATION ....................................................................................... 228
16.	GLOSSARY .................................................................................................................... 245
17.	DIRECTORS’ AUTHORISATION AND CONSENT ...................................................... 249

1. CORPORATE DIRECTORY

Directors

Legal Adviser

Gary Powell Chief Executive Officer and Managing Director

Cardinals Lawyers and Consultants 60 Havelock Street WEST PERTH Western Australia 6005

Bryan Dixon Non-Executive Chairman

Jeffrey Brill Non-Executive Director

Company Secretary

Author of Independent Limited Assurance Report *

Lisa Wynne

Bentleys Audit & Corporate (WA) Pty Ltd Level 3, London House 216 St Georges Terrace PERTH Western Australia 6000

Registered Office

Author of Independent Expert’s Report

60 Havelock Street WEST PERTH Western Australia 6005 Telephone: +61 8 9213 3000

BDO Corporate Finance (WA) Pty Ltd 38 Station Street SUBIACO Western Australia 6008

Contact Details

Author of Independent Technical Assessment Report

Telephone: +61 8 9322 6283

Email: [email protected] Website: www.burleyminerals.com.au

Felicity Repacholi-Muir FRM Geological Services 56 London Street NORTH PERTH Western Australia 6006

Auditor*

Share Registry*

Bentleys Audit & Corporate (WA) Pty Ltd Level 3, London House 216 St Georges Terrace PERTH Western Australia 6000

Advanced Share Registry Services Pty Ltd 110 Stirling Highway NEDLANDS Western Australia 6009 Telephone: +61 8 9389 8033

Proposed ASX Code

Lead Manager to the Offer

BUR

Canaccord Genuity (Australia) Limited Level 4, 60 Collins Street, Melbourne, Victoria, Australia 3000 Telephone: +61 3 8688 9100

*The names of these entities are included for information purposes only and they have not been involved in the preparation or issue of this Prospectus.

2. IMPORTANT NOTICE

The Offer contained in this Prospectus is an invitation to acquire fully paid ordinary shares ( Shares ) in Burley Minerals Limited ACN 645 324 992 ( Burley or Company ). This Prospectus is issued by the Company.

This Prospectus is dated 26 May 2021 and was lodged with ASIC on that date. Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No person or entity is authorised to give any information or make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation not contained in this Prospectus must not be relied on as having been authorised by the Company, the Directors or the Lead Manager in connection with the Offer or this Prospectus. You should rely only on information in this Prospectus. No Shares will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Application will be made to the ASX within seven (7) days after the date of this Prospectus for the admission of the Company to the Official List and official quotation of the Shares on the ASX.

THIS PROSPECTUS CONTAINS AN INDEPENDENT EXPERT’S REPORT IN SECTION 12 ON WHETHER THE PERFORMANCE SECURITIES PROPOSED TO BE ISSUED BY THE COMPANY AT LISTING ARE FAIR AND REASONABLE TO THE NONPARTICIPATING SECURITY HOLDERS AT LISTING, AND SETS OUT THE ADVANTAGES AND DISADVANTAGES OF THE ISSUE.

IT IS IMPORTANT THAT YOU READ THIS PROSPECTUS IN ITS ENTIRETY, INCLUDING THE INDEPENDENT EXPERT’S REPORT IN SECTION 12 IN FULL, BEFORE DECIDING WHETHER TO INVEST IN THE COMPANY .

THE INDEPENDENT EXPERT HAS CONCLUDED THAT THE PROPOSED ISSUE OF THE PERFORMANCE SECURITIES AT LISTING IS NOT FAIR BUT REASONABLE TO THE NON-PARTICIPATING SECURITY HOLDERS AT LISTING.

If after reading this Prospectus in its entirety you are in any doubt about whether to apply for Shares or have any questions, you should seek professional advice. The Shares the subject of this Prospectus should be considered as highly speculative in nature. Except as required by law and only to the extent so required, none of the Company, the Directors or any other person named in this Prospectus gives any warranty or guarantee as to the success of the Company, the Company’s performance, the repayment of capital, the payment of dividends, the future value of the Shares, any return on investment made pursuant to this Prospectus or the price at which Shares will trade on the ASX, and each of those persons is unable to advise Applicants on the suitability or otherwise of an investment in the Company.

2.1 Exposure Period

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an exposure period of seven (7) days from the date of lodgement of the Prospectus with ASIC. This period may be extended by ASIC for a further period of seven (7) days.

The purpose of the exposure period is to enable this Prospectus to be examined by market participants prior to the raising of funds, which examination may result in the identification of deficiencies in the Prospectus. In that event, any application that has been received will be dealt with in accordance with section 724 of the Corporations Act.

The Corporations Act prohibits the Company from processing Applications in the exposure period. Applications for Shares under this Prospectus will not be processed by the

Company until after the exposure period. No preference will be given to applications received by the Company during the exposure period.

2.2 Electronic Prospectus and Application Forms

This Prospectus will be issued in paper form and as an electronic prospectus that may be accessed on the internet at the Company’s website at www.burleyminerals.com.au.

A paper copy of this Prospectus is available free of charge to any person in Australia by calling the Share Registry on +61 8 9389 8033 from 8.30 am until 5.00 pm (WST) opening Monday to Friday during the Offer Period.

Pursuant to Regulatory Guide 107 ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus on the basis of a paper prospectus lodged with ASIC and the issue or transfer of shares in response to an electronic application form, subject to compliance with certain provisions. If you have received or accessed this Prospectus as an electronic Prospectus for the purpose of making an investment in the Company please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Share Registry (see the Corporate Directory in Section 1 for the Company’s contact details) and the Share Registry will send you, at no cost to you, either a hard copy or a further electronic copy of this Prospectus or both during the Offer Period.

By making an Application, you declare that you were given access to this Prospectus, together with an Application Form. The Corporations Act prohibits any person passing an Application Form on to another person unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the Application Monies received will be dealt with in accordance with section 722 of the Corporations Act.

2.3 Website

No document or information on the Company’s website is incorporated by reference into this Prospectus.

2.4 Applicants Outside Australia

This Prospectus and the Offer do not, and are not intended to, constitute an offer or invitation in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation, or to issue this Prospectus. No action has been taken by the Company to register or qualify the Shares the subject of this Prospectus or the Offer, or to otherwise permit a public offering of the Shares the subject of this Prospectus, in any place or jurisdiction outside of Australia.

The distribution of this Prospectus (including in electronic form) in places or jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Prospectus (including in electronic form) has been prepared for publication in Australia and may not be released or distributed in the United States. or elsewhere outside Australia, unless it has attached to it the selling restrictions applicable in the jurisdiction outside Australia and may only be distributed to persons to whom the Offer may lawfully be made in accordance with the laws of any applicable place or jurisdiction.

This Prospectus (including in electronic form) may not be released or distributed in the United States. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The Shares offered under this Prospectus have not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States, and may not be offered or sold, directly or indirectly, in the United States, or to, or for the account or benefit of a US Person, except in a transaction exempt from or not subject to the registration requirements of the US Securities Act and any other applicable United States state securities laws. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale or transfer of the Shares in any state or other jurisdiction in which such offer, solicitation, sale or transfer would be unlawful under applicable law, including the US Securities Act.

If you are outside Australia it is your responsibility to obtain all necessary approvals for the issue or transfer of the Shares offered under this Prospectus, and you should consult your professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals or consents have been obtained.

Applicants outside Australia should refer to Section 6.19 for more detail on selling and distribution restrictions that apply to the Offer and sale of Shares in any place or jurisdiction outside Australia.

2.5 Financial Information

Section 11 contains the Independent Limited Assurance Report prepared by Bentleys Audit & Corporate (WA) Pty Ltd and sets out in detail the financial information referred to in this Prospectus. The basis and method of preparation of that information is set out in Section 11. All financial amounts contained in this Prospectus are expressed in Australian dollars and rounded to the nearest $1,000 unless otherwise stated. Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding.

The Historical Financial Information included in this Prospectus has been prepared in accordance with the recognition and measurement principles prescribed in Australian Accounting Standards, adopted by the Australian Accounting Standards Board, which are consistent with the International Financial Reporting Standards ( IFRS ) issued by the International Accounting Standards Board.

The Financial information is presented in an abbreviated form insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act.

Certain Financial Information included in this Prospectus is described as pro forma for the reasons described in Section 11. Unless otherwise stated, all pro forma data in this Prospectus gives effect to the pro forma adjustments referred to in Section 11.

The Financial Information in this Prospectus should be read in conjunction with, and are qualified by reference to, the information contained in Sections 9 and 11.

2.6 Disclaimer and Forward Looking Statements

This Prospectus contains forward looking statements concerning the Company’s business, operations, financial performance and conditions as well as the Company’s plans, objectives and expectations for its business, operations and financial performance and condition including statements of current intentions, statements of opinion and predictions as to future events. These statements can be identified by words such as “aim”, “anticipate”, “assume”, “believe”, “could”, “due,”, “estimate”, “expect”, “goal”, “intend”, “may”, “objective”, “plan”, “predict”, “potential”, “positioned”, “should”, “target,” “will”, “would” and other similar

expressions that are predictions of or indicate future events and future trends that involves risks and uncertainties.

You should be aware that such statements are not statements of fact and there can be no certainty of outcome in relation to the matters to which the statements relate. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding intentions, future events and actions that, as at the date of this Prospectus, are expected to take place. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and the Company’s management, which could cause these future acts, events and circumstances to differ from the way or manner in which they are expressly or implicitly portrayed, or anticipated, in this Prospectus.

Factors that may cause such differences or make such statements inaccurate include, but are not limited to, the risk factors detailed in the in Part D of Section 5, Section 8 and other information in this Prospectus. Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements. As a result, any or all of the forward-looking statements in this Prospectus may turn out to be inaccurate.

These forward-looking statements speak only as at the date of this Prospectus. Unless required by law, the Company does not intend to publicly update, revise or review forwardlooking statements, or may not publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus. You should, however, review the factors and risks the Company describes in the reports to be filed from time to time with ASX after the date of this Prospectus.

The Company cannot and does not give any assurance that the results, performance or achievements expressed, implied or anticipated by the forward-looking statements contained in this Prospectus will actually occur, and potential investors are cautioned not to place undue reliance on these forward-looking statements.

2.7 Past Performance

This Prospectus includes information regarding past performance of the Company. Investors should be aware that past performance should not be relied upon as being indicative of future performance.

2.8 Contract Summaries

Summaries of contracts detailed in this Prospectus are included for the information of potential investors but do not purport to be complete and are qualified by the text of the contracts themselves.

2.9 Photographs and Diagrams

Photographs used in this Prospectus that do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses this Prospectus or its contents or that the assets shown in them are owned by the Company. Any diagram appearing in this Prospectus is illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in graphs, charts and tables is based on information available on or before the date of this Prospectus.

2.10 Currency

All financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. All references to “$” or “A$” are references to Australian dollars.

2.11 Time

All references to time in this Prospectus are references to WST, being the time in Perth, Western Australia, unless otherwise stated.

2.12 Suitability of Investment and General Risk Factors - Note to Applicants

The information in this Prospectus is not financial product advice. This Prospectus should not be construed as financial, taxation, legal or other advice. The Company is not licensed to provide financial product advice in respect of its securities or any other financial products. The Offer contained in this Prospectus does not take into account the investment objectives, financial situation and particular needs (including tax issues) of individual investors. This Prospectus provides information to help potential investors decide whether they wish to invest in the Company. Before deciding to invest in the Company, it is important that potential investors read this entire Prospectus carefully, and in particular the risk factors that could affect the future performance, business, financial condition and results of operations of the Company as set out in Part D of Section 5 and Section 8. Potential investors should carefully consider these risks, and any other risk factors in addition to these, together with the assumptions underlying the financial information, in light of their personal circumstances (including financial and tax issues) and seek professional guidance from a stockbroker, solicitor, accountant or other independent professional adviser before deciding whether to invest in the Shares.

Please read the Application Form carefully. No person named in this Prospectus, nor any other person, guarantees the performance of the Company or the repayment of capital or any return on investment made pursuant to this Prospectus. Professional advice should be sought before deciding to invest in any Shares the subject of this Prospectus.

2.13 No cooling off rights

Cooling off rights do not apply to an investment in Shares offered under this Prospectus. This means that, in most circumstances, you cannot withdraw your Application once it has been accepted.

2.14 Financial Services Guide

The provider of the Independent Expert’s Report, on whether the Performance Securities proposed to be issue by the Company at Listing is fair and reasonable to non-participating Security holders at Listing, is required to provide Australian retail clients with a Financial Services Guide in relation to that report under the Corporations Act. The Independent Expert’s Report and accompanying Financial Services Guide is provided in Section 12.

IT IS IMPORTANT THAT YOU READ THIS PROSPECTUS IN ITS ENTIRETY, INCLUDING THE INDEPENDENT EXPERT’S REPORT IN SECTION 12 IN FULL, BEFORE DECIDING WHETHER TO INVEST IN THE COMPANY .

THE INDEPENDENT EXPERT HAS CONCLUDED THAT THE PROPOSED ISSUE OF THE PERFORMANCE SECURITIES AT LISTING IS NOT FAIR BUT REASONABLE TO THE NON-PARTICIPATING SECURITY HOLDERS AT LISTING.

2.15 Definitions

Throughout this Prospectus abbreviations and defined terms are used. Defined terms are generally identifiable by the use of an upper-case first letter. Those relevant to mineral exploration are contained in the Independent Technical Assessment Report in Section 10, and other abbreviations and defined terms are contained in the Glossary in Section 16.

2.16 Competent Persons statement

The information contained in Section 7 and Section 10 relates to exploration results or any related assessments and interpretations is based on information compiled on behalf of the

Company by Felicity Repacholi-Muir of FRM Geological Services. Ms Repacholi-Muir is a Member of the Australian Institute of Geoscientists and has sufficient experience relevant to the styles of mineralisation under consideration and to the activity which she has undertaken to qualify as a Competent Person as defined in the JORC Code.

Ms Repacholi-Muir consents to the inclusion in this Prospectus of Section 10, and in Section 7 to the extent that the matters are based on the information compiled on behalf of the Company by Ms Repacholi-Muir, in the form and context in which it appears. The Company is not aware of any new information or data that materially affects the information in this Prospectus.

3. KEY DATES AND OFFER INFORMATION

Important Dates*

Important Dates*
Lodgement of Prospectus with ASIC	26 May 2021
Offer Opening Date	3 June 2021
Offer Closing Date 5.00pm (WST) on	25 June 2021
Issue Date of Shares under the Offer	2 July 2021
Despatch of holding statements	5 July 2021
Expected date for Quotation on ASX	9 July 2021

Dates May Change

The above dates are indicative only and may change without notice subject to the Corporations Act, ASX Listing Rules and other applicable laws. The Company, in consultation with the Lead Manager, reserves the right to amend any or all of the above dates without notice to potential investors including to extend the closing date of the Offer or close the Offer early without notice, which may have a consequential effect on other dates set out above. The Company, in consultation with the Lead Manager, also reserves the right to accept late Applications, either generally or in particular cases and to also not proceed with the Offer at any time before the issue of Shares by the Company to Applicants, in which case, all Application Monies will be refunded in full (without interest) as soon as practicable in accordance with the requirements of the Corporations Act. Investors are encouraged to submit their Applications as soon as possible after the Offer opens.

How to Invest

Applications for Shares can only be made by completing and lodging the Application Form (other than as expressly provided in this Prospectus).

Instructions on how to apply for Shares are set out in Section 6.8 and on the back of the Application Form.

Questions

If you have any questions in relation to the Offer, contact the Share Registry on +61 8 9389 8033 between 8.30am and 5.00pm (EST), Monday to Friday.

If you are unclear in relation to any matter, or uncertain as to whether the Company is a suitable investment for you, you should seek professional guidance from your solicitor, stockbroker, accountant or other independent and qualified professional adviser before deciding whether to invest

Key Offer Information

Pro forma capital structure
Offer price per Share	$0.20
Shares offered for subscription	30,000,000
Total Shares on issue as at the date of this Prospectus	11,000,001
Maximum Number of Shares to be issued to Vendors under Acquisition Agreement at Completion1	20,500,000
Total Shares on issue after Completion1	61,500,001
Total Proceeds under the Offer	$6,000,000
Market Capitalisation at the Offer Price2	$12,300,000
Pro-forma Net Cash (after costs)3	$5,733,083
Total Options on issue as at the date of this Prospectus4	8,500,000
Number of Options to be issued to Lead Manager at Completion5	1,500,000
Total Options on issue as at Completion	10,000,000
Performance Securities under Acquisition Agreement6 30,000,000 Shares is the maximum number of Shares that can be issued to the Vendors pursuant to the Performance Securities (Deferred Payments) under the Acquisition Agreement upon achievement of the agreed milestones.	For the issue of up to 30,000,000 Shares

YOU SHOULD READ THIS INDEPENDENT EXPERT’S REPORT IN FULL BEFORE DECIDING WHETHER TO INVEST IN THE COMPANY.

THE INDEPENDENT EXPERT HAS CONCLUDED THAT THE PROPOSED ISSUE OF THE PERFORMANCE SECURITIES AT LISTING IS NOT FAIR BUT REASONABLE TO THE NONPARTICIPATING SECURITY HOLDERS AT LISTING.

The total number of Shares on issue following Completion will be the sum of the total number of Shares on issue at the date of this Prospectus, the Shares issued under the Offer, and the number of Shares issued to the Vendors on or before Completion. It is assumed that 500,000 Shares could be issued to the Vendors to satisfy the $100,000 cash payment due to Vendors at Completion. Refer to Section 14.3 for a summary of the material terms and conditions of the Acquisition Agreement.
Market capitalisation at Completion is the number of Shares on issue at Completion multiplied by the Offer Price of $0.20. The price at which Shares trade on ASX may be above or below this amount.
This is the Company’s cash position after the effects of the Offer and other adjustments. The Pro Forma Financial Information incorporates the adjustments set out in the Independent Limited Assurance Report contained in Section 11. Certain Financial Information included in this Prospectus is described as pro forma for the reasons described in Section 11.
Consisting of 6,500,000 Options exercisable at $0.30 per Share on or before the date that is two (2) years from Admission and 2,000,000 Options exercisable at $0.45 per Share on or

before the date that is three (3) years from Admission. Full terms and conditions of the Options are listed at Section 15.5(b).

1,500,000 Options will be issued to the Lead Manager on Completion (refer to Section 14.2 for a summary of the material terms and conditions of the Lead Manager Mandate) exercisable at $0.30 per Share on or before the date that is two (2) years from Admission. Full terms and conditions of the Options are listed at Section 15.5(b). The Options issued to the Lead Manager will equate to 1.5% of the share capital of the Company on a fully diluted basis at Listing.
Performance Securities (in the form of the Deferred Payments) have been agreed to be issued to the Vendors as deferred consideration under the Acquisition Agreement for the acquisition of a 70% interest in the total issued share capital of Novarange, and are payable upon the achievement of defined milestones regarding the Yerecoin Project, which is 100% owned by Novarange. The reasons for their issue are explained, and their terms and conditions are set out, in in Section 15.5(c). Refer to Section 14.3 for further details of the Acquisition Agreement. The Independent Expert’s Report contained in section 12 sets out the advantages and disadvantages of the proposed issue of the Performance Securities. The Independent Expert has concluded the proposed issue of the Performance Securities is not fair but reasonable to the non-participating Security holders at Listing. Refer to the Independent Expert’s Report in Section 12 .

Please refer to Sections 6.14 and 6.15 for further details relating to the current capital structure and proposed capital structure of the Company.

4. CHAIRMAN’S LETTER TO INVESTORS

Dear Investor

On behalf of the directors of Burley Minerals Ltd (the Company or Burley ), I am pleased to present this Prospectus for the Company’s initial public offer of 30,000,000 Shares to raise $6,000,000 (before costs) and am delighted to invite you to become a shareholder in the Company.

Burley was incorporated in Western Australia with the purpose of identifying, evaluating and, if warranted, acquiring resource projects and assets in Australia and/or overseas that are considered by the Board to add potential Shareholder value.

Burley has secured an option to acquire 70% of the issued capital of Novarange Pty Ltd ( Novarange ) which owns 100% of the Yerecoin Project near New Norcia, Western Australia ( Yerecoin Projec t). The option will be exercised and acquisition will be completed by Burley upon its admission to the official list of ASX. Exploration activities have defined significant JORC 2012 compliant magnetite resources within the Project (incorporating the Main and South zones) totalling 247 Mt @ 29.9% Fe ( 68.1% Fe concentrate grade, 32.1% DTR) (refer to the Independent Technical Assessment Report in Section 10). A number of historical studies have also been completed and the potential for economic mining established.

The Directors believe this is a favourable time for Burley to embark on an initial public offering and ASX listing with iron ore prices rising to record highs during May 2021, on the back of increased world steel production induced by global government investment stimulus and continued Brazilian supply issues.

Furthermore, following the recent success of Chalice Gold Mines Limited ( Chalice ) at Julimar in the region, a re-evaluation of the drill database has highlighted the presence of a very large ultramafic intrusion which has the potential to host similar style Ni-Cu-PGE mineralisation.

Burley’s exploration and development strategy is two-fold for the Yerecoin Project. The principal focus is on evaluating and completing feasibility studies on the Yerecoin Project’s magnetite deposits, and the second focus is on exploration of the prospective ultramafic rocks with the potential to host Ni-Cu-PGE mineralisation.

Burley has an experienced and highly credentialed board of directors and management team, with exploration, development, corporate, fund raising ~~,~~ merger and acquisition and operations experience.

This Prospectus contains detailed information about the Offer and the Company. However all investors should be aware of the highly speculative nature of mineral exploration and mining and the inherent risks it carries through events and circumstances which cannot all be foreseen or mitigated. Please read this Prospectus in its entirety carefully, especially the key risk factors in Part D of the Investment Overview in Section 5 and the risk factors in Section 8, and seek professional advice if necessary prior to making your informed decision to invest.

On behalf of the Directors I am pleased to present this investment opportunity to you and look forward to welcoming you as a Shareholder to share in what we believe are prospective times for Burley.

Yours sincerely

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Bryan Dixon CHAIRMAN 26 May 2021

5. INVESTMENT OVERVIEW

The information contained in this Section 5 is a summary only of the information contained in this Prospectus and is not intended to provide comprehensive details of the Offer. You should read and carefully consider this Prospectus in full including the Independent Technical Assessment Report in Section 10, the Independent Limited Assurance Report in Section 11, the Independent Expert’s Report in Section 12 and the Solicitors’ Report on Tenements in Section 13 and, if in any doubt, you should consult with your professional advisers before deciding whether to apply for Shares.

Burley is a mineral exploration company and you should consider that an investment in the Company is highly speculative.

Topic	Summary	More Information
A. COMPANY

Who is the issuer of this Prospectus?	Burley Minerals Ltd (ACN 645 324 992).	Section 7.1
What is the Company and what does it do?	Burley was incorporated in Western Australia on 29 October 2020 as a public company limited by shares with the purpose of identifying, evaluating and, if warranted, acquiring resource projects and assets in Australia and/or overseas that are considered by the Board to add potential Shareholder value. In October 2020 the Company secured a binding option with the Vendors to acquire 70% of the total issued capital in Novarange under a heads of agreement that, in April 2021, was superseded by the more formal binding Acquisition Agreement. Novarange owns 100% of the Yerecoin Project in Western Australia. Upon completion of the Acquisition the Company’s business will involve conducting exploration and preliminary feasibility on the Yerecoin Project for (amongst other commodities) iron ore and Cu-Ni-PGE mineralisation, with a view for proposed development of mining of any ore. A summary of the material terms and conditions of the Acquisition Agreement and other agreements associated with Novarange, the Vendors or the Yerecoin Project is set out in Section 14.3 to 14.5. Once the Company lists on the ASX it may acquire interests (whether directly or indirectly) in additional resource projects and assets in Australia and/or overseas which contain, or are prospective for minerals including other than iron ore, copper, nickel and platinum group elements consistent with its objectives (although no such new projects have been identified as at the date of this Prospectus). Other than as disclosed in this Prospectus, the Company presently has no business operations other than by virtue of the option to acquire 70% of the total issued capital in Novarange under the Acquisition Agreement, and the proposed exploration	Sections 7.1, 14.3 and 14.5

	of the Yerecoin Project once the Acquisition completes. Completion of the Acquisition is conditional on, amongst other things, the Company receiving conditional approval from the ASX for Admission on conditions reasonably acceptable to it.
What is the Company’s interest in the Project and the Tenements?	The Company has secured an option to acquire 70% of the issued capital of Novarange, which owns 100% of the Yerecoin Project near New Norcia, Western Australia. The Yerecoin Project is comprised of the following tenements applied for and granted under the Mining Act: • Exploration licence 70/2733-I; and • Exploration licence 70/2784-I. Exploration activities on the Yerecoin Project have defined significant JORC Code compliant magnetite resources within the Project (incorporating the main and south zones) totalling approximately247 Mt @ 29.9% Fe producing a 68.1% Fe concentrate (32.1% DTR). A number of historical feasibility studies have also been completed and the potential for economic mining established. Completion by the Company of the Acquisition is conditional upon the satisfaction of a number of conditions precedent including the Company receiving conditional approval from the ASX for Admission on conditions reasonably acceptable to it. A summary of material terms and conditions of the Acquisition Agreement and other agreements associated with Novarange and the Yerecoin Project (including any royalties payable) is set out in Section 14.3 to 14.5. Refer to the Solicitors’ Report on Tenements in Section 13 for further detailed information on the Tenements. More detailed information relating to the technical aspects of the Tenements is contained in the Independent Technical Assessment Report in Section 10.	Sections 7.1, 10,13, 14.3, 14.4 and 14.5
Why is the Company seeking to raise funds?	The Board believes that the Company’s current cash reserves and the funds raised from the Offer will provide the Company with sufficient working capital to achieve its objectives as detailed in this Prospectus. The purpose of the Offer under this Prospectus is to: (a) facilitate the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company's application for admission to the Official List; (b) enable the Company to exercise the option it has secured under the Acquisition Agreement and satisfy a condition precedent to completion in the Acquisition Agreement (being the Company receiving conditional approval from ASX to be admitted to the Official List on conditions reasonably acceptable to the Company); (c) provide a liquid market for Shares and to enable access to capital markets; (d) provide the Company with additional funding:

	(i) to conduct exploration activities on the Tenements; (ii) for considering acquisition opportunities that may be presented to the Board from time to time; (iii) to meet the expenses of the Offer; and (iv) to fund administration costs and working capital, so as to position the Company to achieve its objectives as detailed in this Prospectus.
B. BUSINESS MODEL – COMPANY AND INDUSTRY OVERVEW

What is the Company’s business model?	The Company is a highly speculative mineral exploration company. The Company aims to add Shareholder value through the discovery and development of valuable mineral deposits. Following completion of the of the acquisition of the Yerecoin Project and the Offer, the Company’s proposed business model will be to explore and develop deposits located within the Tenements which have the potential to be developed into production. Section 7.5 contains a summary of the Company’s proposed exploration programs and the proposed expenditure on such exploration programs for the first two years following the Listing Date. The Company will consider, where appropriate, acquiring interests (whether directly or indirectly) in additional resource projects and assets in Australia and/or overseas which contain, or are prospective for minerals including minerals other than iron ore, copper, nickel and platinum group elements consistent with its objectives (although no such new projects have been identified as at the date of this Prospectus). A detailed explanation of the Company’s business model is provided in Section 7.3.	Sections 7.3, 7.4 and 7.5
What are the Company’s key business objectives?	After achieving Listing, Burley’s exploration and development strategy is two-fold for the Yerecoin Project. The principal focus is on evaluating and completing feasibility studies on the Yerecoin Project’s magnetite deposits, and the second focus on exploration of the prospective ultramafic rocks with the potential to host Ni-Cu-PGE mineralisation. Over the medium to long term the Company’s objective is to develop mining operations on its projects. Continuing work programmes and projects will be subject to initial and/or ongoing results and funds may be diverted to other prospective existing and/or new resources projects acquired by the Company if the Board considers it to be warranted. A detailed explanation of the Company’s business objectives is provided in Section 7.3. On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.	Sections 7.2, 7.3 and 7.5

What is the proposed programme of works?	The proposed work programme and exploration budget for the Project is set out in the Independent Technical Assessment Report in Section 10 and reflects the initial focus for the Company upon successful completion of the Acquisition, Offer and Listing. In summary, the first phase of exploration at the Yerecoin Project will include conducting the following programs for the Yerecoin magnetite deposits: • RC/diamond drilling to upgrade the JORC Code Inferred Resources that are likely to have the potential to be upgraded to Indicated Resources in accordance with the JORC Code and therefore provide a larger resource base for feasibility studies; • Metallurgical testwork on existing and future drill core obtained from various parts of the Yerecoin Main and Yerecoin South deposits, to provide suitable samples for variability testwork, process options; • Feasibility studies with the aim of defining Ore Reserves in accordance with the JORC Code with a life of mine plan; and • The Company intends to complete a preliminary feasibility study on the Project within 18 months of Listing. In conjunction with the above work program on the magnetite deposits, the Company will assess the existing drill core that intercepted the ultramafic rocks as well as the other unexplored magnetic rocks underlying the project. Burley is proposing to further evaluate the potential for the ultramafic rocks to host economic concentrations of Ni-Cu-PGE mineralisation, including (but not limited to) geophysics (e.g. airborne electromagnetic surveys), regolith mapping, soil geochemistry, reverse circulation drilling and diamond drilling and petrology.	Section 7.5
What are the key dependencies of the Company’s business model?	The key dependencies of the Company’s business model include: • successfully applying for admission to the official list of the ASX; • completion of the Acquisition; • maintaining title to the Tenements; • retaining and recruiting key personnel skilled in the mining and resources sector; • maintaining access to the Tenements as necessary to conduct exploration activities; • having access to capital to fund exploration and evaluation activities at the Project and to develop the Project; • there being sufficient worldwide demand for iron ore, copper, nickel and/or platinum group elements; • the market price of iron ore, copper, nickel and/or platinum group elements remaining higher than the Company’s costs of any future production; and • the ability to mitigate key risk factors set out in Part D below and in Section 8.	Section 8

What is the Company’s growth strategy?	The Company, through Novarange, will focus on conducting exploration and evaluation activities on the Project after completion of the Acquisition takes place. If Novarange’s exploration activities are successful and it identifies mineral deposits that are commercially viable to develop and mine, it will develop these deposits and commence mining activities. The Company may consider, where appropriate, acquiring additional resource assets or interests in Australia and/or overseas by way of direct project acquisition, farm in, joint venture or direct equity in the project owners, and may include minerals or prospectivity for minerals other than iron ore, copper, nickel and platinum group elements. No such new resource assets or interests have been identified as the date of this Prospectus.	Section 7.3
What is the outlook for the industry in which the Company proposes to operate?	The Directors believe this is a favourable time for the Company to be embarking on the Offer and Listing. Iron ore prices have risen to record highs during May 2021. Copper has also rallied over the last year to hit an all-time high on the London Metal Exchange on 10 May 2021. Nickel prices have shown significant strength over the last year. Precious metals prices have also shown strength over the past 3 years. The Company is embarking on its exploration programmes with a view to the discovery of new supplies of Ni-Cu-PGE minerals at a time of rising battery minerals commodity prices. Potential investors should note the Commodity Risk as a key risk to the Company as set out in Part D below of this Section 5 and Section 8.16.	Sections 7.3 and 8.16
C. KEY STRENGTHS/INVESTMENT HIGHLIGHTS

	This section is a summary only and not intended to provide full information for investors intending to apply for Shares offered under this Prospectus. This Prospectus should be read and considered in its entirety.
What are the key strengths of the Company and key advantages of an investment in the Company?	Upon completion of the Offer and the Acquisition, the Directors are of the view that an investment in the Company provides the following non-exclusive list of advantages: (a) As a new and advanced exploration-focussed company, the Company will immediately be able to focus on progressing the Yerecoin Project through exploration, evaluation and preliminary feasibility studies on the Tenements. (b) Experienced and highly credentialed Board and management with exploration, development, corporate. fund raising merger and acquisition and operations experience. (c) The Company will have a strong financial position, with a pro forma net cash balance of approximately $5,733,083 to carry out its objectives.	Sections 6.12 and 7

D. KEY RISKS	D. KEY RISKS

	This section is a summary only and not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety
What are the key risks of an investment in the Company?	You should be aware that subscribing for Shares the subject of this Prospectus involves a number of risks to the business, assets and operations of the Company that potentially influence the operating and financial performance of the Company. You should read this Prospectus in its entirety and, in particular, consider the key risk factors affecting the Company set out below and the Risk Factors in Section 8 before deciding whether to apply for Shares under this Prospectus. You are urged to consider those risks carefully and, if necessary, to also consult your professional advisers with any questions before deciding whether to invest in the Company. Some risks can be mitigated by the use of appropriate safeguards and appropriate systems and controls by the Company, however some are unpredictable and outside the control of the Company and the extent to which they can be mitigated or managed is very limited or not possible. Set out below is a non-exhaustive list of key and specific risks to which the Company is exposed to and that may have a direct influence on the Company and its activities or assets, therefore affecting the value of an investment in the Company. Further information about these risks, together with information regarding general industry risks, is set out in Section 8.	Section 8
Exploration Costs Risk	The exploration costs of the Company (summarised in Section 6.13) are based on certain assumptions with respect to the method and timing of exploration. By their nature these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s operating and financial performance and the value of the Shares.	Section 8.2
Title Risk	The Company’s title to its tenements will require the Company to continue to comply with conditions of grant. The Company may lose title to, or interests in, its tenements (including at the Yerecoin Project), including (for example) if the conditions to which those tenements are subject are not satisfied, if a third party fails to fulfil its obligations under a relevant agreement in relation to those tenements, if any necessary third party contractual consents to transfers of those tenements are not able to be obtained or the obligation to obtain them waived, or if insufficient funds are available to meet expenditure commitments on the tenements.	Section 8.3

	Further, tenements, once granted, are subject to periodic renewal. There is no guarantee that current or future tenement renewals will be approved. Renewal of the term of a granted tenement is at the discretion of the relevant government authority and may include additional or varied expenditure or work commitments or compulsory relinquishment of the areas comprising the Company’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company. There is a risk that the Tenements may not be renewed or that any additional tenements applied for from time to time by the Company may not be granted. Both of the Tenements which comprise the Yerecoin Project expire within 12 months of the date of this Prospectus. Novarange will need to obtain a renewal of those Tenements or apply to have all or part of the Project area converted to mining leases to maintain its Project tenure. There can be no guarantee that such renewal or conversion will be approved. If Novarange is unable to secure the renewal or conversion of one or both of the Tenements this will impact its exploration plans for the Project and may adversely impact the Company and/or the value of Shares.
Exploration and appraisal risks	Exploration is a high-risk undertaking. The Company does not give any assurance that exploration of the Project or any future projects the Company may acquire an interest in will result in exploration success. Exploration programmes may or may not be successful, may cause harm to employees or contractors, and may incur cost overruns if not carefully managed. There is a significant risk for the Company of the proposed exploration activity being unsuccessful and not resulting in the discovery of a viable mineral resource. Mineral exploration by its nature is a high-risk activity and there can be no guarantee of success in the areas where the Company holds interests in tenements. Whilst the Directors will make every effort to reduce this risk, the fact remains that the discovery and development of a commercially viable resource is the exception rather than the rule.	Section 8.4
Nature of mineral exploration and mining	The business of mineral exploration, development and production is subject to a high level of risk. Mineral exploration and development requires large amounts of expenditure over extended periods of time with no guarantee of revenue, and exploration and development activities may be impeded by circumstances and factors beyond the Company’s control. There can be no assurances that exploration and development at the Project, or any other projects in which the Company may acquire an interest in the future, will result in the discovery of mineral deposits which are capable of being exploited economically. Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited.	Section 8.5
No Profit to Date and Limited Operating History	Having been incorporated on 29 October 2020, the Company has limited operating history. The Company has incurred operating losses since its incorporation and does not have a significant history of business operations. It is therefore not possible to evaluate the Company’s prospects based on past performance. No assurance can be given that the Company will	Section 8.6.

	achieve commercial viability through the successful exploration and/or mining of the Yerecoin Project, or any tenements which are subsequently applied for or acquired by the Company.
Contractual Risk	The ability of the Company to achieve its business objectives will depend on the performance by the Company and counterparties of their contractual obligations. If any party defaults in the performance of its obligations under a contract, it may be necessary for either party to approach a court to seek a legal remedy, which could be costly for the Company. The operations of the Company also require the involvement of a number of third parties, including consultants, contractors and suppliers. For example, the Company relies on third parties to perform contractual obligations, such as pursuant to the Acquisition Agreement and Shareholders Agreement. There are risks of non-performance by counterparties or by the Company (or its subsidiaries) in relation to contractual obligations and the possibility of future disputes, any of which may adversely impact the Company and the value of Shares. Financial failure, default or contractual non-compliance on the part of third parties may have a material impact on the Company’s operations and performance. It is not possible for the Company to predict, or protect the Company against, all such risks. As at the date of this Prospectus, Burley will not acquire an interest in the Project (by way of obtaining an interest in Novarange) until all of the relevant conditions precedent in the Acquisition Agreement have been satisfied, which includes Burley receiving conditional approval for its admission to the Official List. As such Burley has not yet acquired an interest in Novarange, which 100% owns the Yerecoin Project, as at the date of this Prospectus. Burley is not the registered owner of the Tenements comprising the Project, details of which are set out in Section 7 and the Solicitors’ Report on Tenements in Section 10, which will continue to be held by Novarange, the total issued capital of which the Company will acquire a 70% interest in, under the Acquisition Agreement.	Section 8.7
Operational Risks	The operations of the Company may be affected by various factors that are beyond the control of the Company, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration or mining, operational and technical difficulties encountered in exploration, development or mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages, delays in procuring, or increases in the costs of consumables, spare parts, plant and equipment, fire, explosions and other incidents beyond the control of the Company. These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. These factors are substantially beyond the control of the Company and, if they eventuate, may have an adverse effect on the financial performance of the Company.	Section 8.8

Land Access Risk	The Tenements overlie private land. The Company requires access agreements to be agreed and executed with respective landowners in order to perform work on the Tenements. Inability to agree on an access agreement with a landowner on a Tenement will inhibit the Company’s ability to execute its exploration program, or delay the timing of the Company’s exploration program. Novarange has agreed to be bound by access agreements entered into by previous owners of the Tenements.	Section 8.9
Native Title and Aboriginal Heritage Risk	The Tenements are subject to native title and may be subject to future native title applications. This may preclude or delay granting of exploration and mining tenements or the ability of the Company to explore, develop and/or commercialise the Tenements. Considerable expenses may be incurred negotiating and resolving issues, including any compensation agreements reached in settled native title claims lodged over any mining tenements held or acquired by the Company. In addition, determined native title holders may seek compensation under the Native Title Act for the impacts of acts affecting native title rights and interests after the commencement of the_Racial Discrimination Act 1975_(Cth) on 31 October 1975. The State of Western Australia has passed liability for compensation for the impact of the grant of mining tenements under the Mining Act onto mining tenement holders pursuant to section 125A of the Mining Act. Outstanding compensation liability will lie with the current holder of the tenements at the time of any award of compensation pursuant to section 125A of the Mining Act or, in the event there is no holder at that time, the immediate past holder of the relevant tenement(s). Compensation liability may be determined by the Federal Court or settled by agreement with native title holders, including through ILUAs (which have statutory force) and common law agreements (which do not have statutory force). At this stage, the Company is not able to quantify any potential compensation payments, if any. The presence of Aboriginal sacred sites and cultural heritage artefacts on the Tenements is protected by Western Australian and Commonwealth laws. The existence of such sites may limit or preclude exploration or mining activities on those sites, which may cause delays and additional expenses for the Company in obtaining clearances.	Section 8.10
Equity Market Conditions	Shares listed on ASX, or any other securities market, and in particular securities of small companies engaged in exploration activities, can experience extreme price and volume fluctuations that are often unrelated to the operating performances of such companies. The market price of securities may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. These security market conditions may affect the value of the Shares regardless of the Company's operating performance.	Section 8.11
Environmental risks	The minerals and mining industry has become subject to increasing environmental regulations and liability. The potential for liability is an ever-present risk. The operations and proposed activities of the Company are subject to State and Federal laws, regulations and permits concerning the environment. If such laws	Section 8.12

	are breached or modified, the Company could be required to cease its operations and/or incur significant liabilities including penalties, due to past or future activities.
Climate change risks	The activities and operations of the Company are subject to laws and regulations (and any changes to them) related to climate change mitigation efforts, specific taxation or penalties for carbon emissions or environmental damage and other possible restraints on the mining industry that may adversely impact on the Company, its financial performance and the value of Shares. There can be no guarantee that the Company will not be impacted by these matters. Climate change may also cause certain physical or environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns, incidence of extreme weather events and longer-term physical risks such as shifts in climate patterns. All of these risks associated with climate change may significantly change the mining industry in which the Company operates.	Section 8.13
Reliance on Key Personnel	The Company’s key personnel consists of two non-executive Directors, a Managing Director and a Company Secretary. Responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its Board. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these personnel leave the Company.	Section 8.14
Future Capital Requirements	Mineral exploration companies do not generally generate cash revenue. Accordingly, the Company may be required to raise new equity capital or access debt funding. There can be no assurance as to the levels of future borrowings or further capital raisings that will be required to meet the aims of the Company to explore and develop the Yerecoin Project or otherwise for the Company to undertake its business. No assurance can be given that the Company will be able to procure sufficient funding at the relevant times on terms acceptable to it. Any additional equity financing will dilute the holding of the existing Shareholders at that time, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be.	Section 8.15
Commodity Prices and Exchange Rates Risk	Commodity prices (including Iron Ore, Copper, Nickel and PGE) are influenced by physical and investment demand. Fluctuations in commodity prices relevant to the Company may influence the exploration and development activity of the Company. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the capital raising pursuant to the Offer and expenditure of the Company are, and will be, taken into account in Australian dollars, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.	Section 8.16
No Dividends	The Company has never paid a dividend and does not currently intend to pay any dividends while it has no income. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.	Section 8.17

Regulation Risk	Adverse changes in Western Australian or Commonwealth government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, state border access and mining and exploration activities of the Company. The current system of exploration and mining permitted in Western Australia may change resulting in impairment of rights and possibly expropriation of the Company's properties without adequate compensation. Increased royalties or any other changes to the royalty regime could result in higher operating costs for the Company and may have an adverse effect on the Company's business, results, financial condition and prospects.	Section 8.18
Litigation Risk	Legal proceedings may arise from time to time in the course of the Company's activities from parties such as suppliers, native title parties, pastoralists and other landholders, contractors, joint venture parties, customers, regulatory agencies, environmental groups and/or investors.	Section 8.19
New Projects and Acquisitions Risk	The Company may make acquisitions in the future as part of future growth plans (although no such new projects have been identified as at the date of this Prospectus). There can be no guarantee that any new project acquisition or investment will eventuate from these pursuits, or that any acquisitions will result in a return for Shareholders. Such acquisitions may result in the use of the Company’s cash resources and/or the issuance of equity securities, which will dilute Share holdings.	Section 8.20
Liquidity Risk	A portion of the current Shares on issue prior to the completion of the Offer (which current Shares constitutes approximately 18% of the total Shares on issue on completion of the Offer on an undiluted basis) are likely to be classified as restricted securities by the ASX and therefore be escrowed. The Company expects that there will be 4,200,000 Shares at completion of the Offer that will be subject to escrow for a period of 12 months from the date of issue of those Shares, being 11 November 2020 and 22,850,000 Shares that will be escrowed for 24 months from the date of Quotation. On an undiluted basis at Completion, the Shares escrowed for 12 months from the date of issue, being 11 November 2020, will represent 6.8% of the total Shares on issue and the Shares that will be escrowed for 24 months from the date of Quotation will represent 37.1% of the total Shares on issue. This may cause a liquidity risk for the Shares given a large percentage of the Shares may not be traded for up to 24 months from Quotation. Furthermore, there is no guarantee that there will be an ongoing liquid market for Shares.	Section 8.21
COVID-19 risks	The global economic outlook is facing continuing uncertainty due to the current COVID-19 pandemic, which has been having, and will likely continue to have, a significant impact on global capital markets, commodity prices and foreign exchange rates. The likelihood and severity of any potential impacts are however very difficult to predict. To date, the COVID-19 pandemic has not had any impact on the Company’s operations, however, any infections on site or otherwise affecting the Company could result in delays or suspensions of the Company's operations. Governmental measures in Australia and overseas to limit the transmission of the virus (such as travel bans and quarantining)	Section 8.22

	may, in addition to the general level of economic uncertainty caused by the COVID-19 pandemic, also adversely impact the Company’s operations.
Dilution Risk from Options and Performance Securities	There will be 10,000,000 Options on issue at Completion as well as Performance Securities on issue at Completion that could convert into up to 30,000,000 Shares on a fully diluted basis. This would mean the Shares offered under this Prospectus at Completion would represent only 29.6% of the fully diluted Shares on issue at Completion rather than 48.8% on an undiluted basis at Completion. Potential investors should consider this dilution risk before deciding whether to invest in the Company.	Sections 6.15 and 8.23
E. DIRECTORS AND KEY MANAGEMENT PERSONNEL

Who are the Directors and Key Management Personnel?	The Board is comprised of: • Gary Powell (Chief Executive Officer and Managing Director); • Bryan Dixon (Non-Executive Chairman); and • Jeffrey Brill (Non-Executive Director). Lisa Wynne is the Company Secretary.	Section 9.1
What experience do the Directors and other Key Management Personnel of the Company have?	Gary Powell Chief Executive Officer and Managing Director Mr Powell is an experienced geologist and mining executive with more than 35 years’ extensive experience in the mineral resources industry, ranging from grass roots exploration, feasibility studies and mining operations. Bryan Dixon Non-Executive Chairman Mr Dixon has over 20 years’ experience in the mining and exploration sector. Mr Dixon is a Chartered Accountant and Chartered Secretary and has extensive experience in the management of public and listed companies. Mr Dixon specialises in mergers and acquisitions, feasibility, development, financing and operations of mining projects. Jeffrey Brill Non-Executive Director Mr Brill is a project manager well experienced in the mining and oil & gas sectors having executed projects in remote locations and operated in a variety of roles including Project Manager, Project Engineer, General Manager and Managing Director. Mr Brill has built project teams from the ground up to successfully execute a variety of projects and is an owner of engineering consultancy Avora Pty Ltd. Lisa Wynne Company Secretary Ms Wynne has a Bachelor Business and is a Fellow of the Governance Institute of Australia and a Member of the Institute	Section 9.1

	of Chartered Accountants. Her experience includes over 15 years of board level experience across the commercial sector with a particular focus on the finance, accounting, corporate services, technology, and resources industries across ASX and TSX listed companies. Further information about the prior experience of each of the Directors and Key Management Personnel is set out in Section 9.1.
F. SIGNIFICANT INTERESTS OF KEY PEOPLE AND RELATED PARTY TRANSACTIONS

What significant benefits arebeing paid to the Directors and other persons connected with the Company or the Offer?	The Directors are entitled to the following annual director fees inclusive of mandatory superannuation contributions but excluding GST from Listing: • Gary Powell - $250,000 plus GST. • Bryan Dixon – $70,000 plus GST. • Jeffrey Brill - $40,000 plus GST. Directors are entitled to remuneration and fees, and are entitled to and have been issued Shares and Options as remuneration, on terms as detailed in Sections 9.5. Advisers and other service providers are entitled to fees for services and other interests as detailed in Section 15.8.	Section 9.5
What are the Directors’ interests in the Company?	At the date of this Prospectus and at completion of the Offer, each Director has a Relevant Interest in the following Securities: Director No. of Shares4 No. of Options $0.30 exercise price5 No. of Options $0.45 exercise price5 Percentage of Shares Held at Date of Prospectus Percentage of Shares Held at Completion Gary Powell1 1,144,532 2,250,000 2,000,000 10.4% 1.9% Bryan Dixon2 932,422 2,000,000 Nil 8.5% 1.5% Jeffrey Brill3 594,531 1,250,000 Nil 5.4% 1.0% 1Mr Gary Powell directly holds Shares and Options. Mr Powell holds 2,250,000 Options exercisable at $0.30 per Share on or before the date that is two (2) years from Admission and 2,000,000 Options exercisable at $0.45 per Share on or before the date that is three (3) years from Admission. Refer to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity. 2Mr Bryan Dixon holds Shares and Options through Warrior Strategic Pty Ltd, an entity in which Mr Dixon is a director and shareholder, as trustee for the Warrior Strategic Trust and Shares in the Company through Warrior Finance Pty Ltd, an entity in which Mr Dixon is a director and shareholder, as for trustee of the Warrior Super Fund. The Options are exercisable at $0.30 per Share on or before the date that is two (2) years from Admission. Refer to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity. 3Mr Jeffrey Brill holds Shares and Options as trustee for the Minx Super Fund. The Options are exercisable at $0.30 per Share on or before the date thatis two (2) yearsfrom Admission. Referto Section9.5forthenumberand	Section 9.3

	allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity. 4Refer to section 15.5(a) for a summary of the material rights and liabilities attaching to Shares. 5Refer to Section 15.5(b) for the terms and conditions of the Options. The above table assumes that no existing Director or any associate subscribes for and is allotted additional Shares pursuant to the Offer and that none of the Options will have been exercised at completion of the Offer.
What related party agreements are the Company a party to?	The Company has entered into the following related party transactions: • Executive Agreement with Mr Gary Powell; • Non-Executive Director Agreements with Mr Bryan Dixon and Mr Jeffrey Brill; • Indemnity, Insurance and Access Deeds with the Directors; • Deeds of Notifiable Interests with the Directors; and • Consultancy Agreement with Warrior Strategic Pty Ltd, an associated entity of Mr Bryan Dixon.	Section 9.5
Who will the substantial shareholders of the Company be?	Set out in the table below are the Shareholders holding 5% or more of the Shares on issue at the date of this Prospectus or at Completion on an undiluted basis. The table below assumes that: • no existing substantial Shareholder or an associate subscribes for and is issued additional Shares pursuant to the Offer; • none of the Options on issue at the date of this Prospectus, including the Options to be issued to the Lead Manager at Completion, are exercised; • 500,000 Shares will be issued to the Vendors to satisfy the $100,000 cash payment due to Vendors under the Acquisition Agreement at Completion (refer to Section 14.3 for further details); and • no milestone under the Performance Securities is achieved and therefore no Performance Securities are converted into Shares. The undiluted capital structure of the Company at the date of this Prospectus is 11,000,001 Shares, and at Completion is up to 61,500,001 Shares. Substantial Shareholder Names Shares Held at date of Prospectus % at Date of Prospectus (Undiluted) Maximum Number of Shares Held at Completion % at Completion (Undiluted) Gurravembi Investments Pty Ltd Nil 0% 4,612,500 7.50% Kingsreef Pty Ltd as trustee for the NB & DL Family Trust Nil 0% 4,612,500 7.50%	Section 6.15

		Substantial Shareholder Names Shares Held at date of Prospectus % at Date of Prospectus (Undiluted) Maximum Number of Shares Held at Completion % at Completion (Undiluted) Rocket Science Pty Ltd as trustee for the Trojan Capital Fund Nil 0% 4,612,500 7.50% Widerange Corporation Pty Ltd as trustee for the Alyse Investment Trust Nil 0% 4,612,500 7.50% Lorraine Bahen 1,734,375 15.77% 1,734,375 2.82% Victoria Bahen 1,734,375 15.77% 1,734,375 2.82% Gary Powell1,4 1,144,532 10.40% 1,144,532 1.86% Bryan Dixon2,4 932,531 8.48% 932,531 1.52% Jeffrey Brill3,4 594,531 5.40% 594,531 0.97%
		1Mr Powell directly holds Shares and Options. Mr Powell holds 2,250,000 Options with a $0.30 exercise price with a 2 year term from Admission and 2,000,000 Options with a $0.45 exercise price with a 3 year term from Admission. 2Mr Dixon holds Shares and Options through Warrior Strategic Pty Ltd as trustee for the Warrior Strategic Trust, an entity in which Mr Dixon is a director and shareholder and Shares through Warrior Finance Pty Ltd, an entity in which Mr Dixon is a director and shareholder, as trustee for the Warrior Super Fund an entity for which Mr Dixon is a director and shareholder of the trustee. 3Mr Brill holds Shares and Options as trustee for the Minx Super Fund an entity in which Mr Brill is the trustee. 4Refer to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity. Set out in the table below are the Shareholders holding 5% or more of the Shares on issue at the date of this Prospectus or at Completion on a fully diluted basis. The table below assumes that: • no existing substantial Shareholder or an associate subscribes for and is issued additional Shares pursuant to the Offer; • all Options on issue, and to be issued to the Lead Manager at Completion, are exercised into Shares; • 500,000 Shares will be issued to the Vendors to satisfy the $100,000 cash payment due to Vendors under the Acquisition Agreement at Completion (refer to Section 14.3 for further details); and

each and every milestone under their Performance Securities is achieved and they are all converted into 30,000,000 Shares at the floor price of $0.15, being the maximum number of Shares the Performance Securities can be converted into (refer to Section 15.5(c) for the terms and conditions of the Performance Securities).

The fully diluted capital structure of the Company at the date of this Prospectus is 19,500,001 Shares and at Completion is 101,500,001 Shares. For more information concerning the holding of each substantial Shareholder on a fully diluted basis please see Section 6.15.

Substantial Shareholder	% at Date of Prospectus	% at Completion
Names	(Fully Diluted)	(Fully Diluted)
Gurravembi Investments Pty
Ltd	Nil	11.2%
Kingsreef Pty Ltd as trustee
for the NB & DL Family Trust	Nil	11.2%
Rocket Science Pty Ltd as
trustee for the Trojan Capital Fund	Nil	11.2%
Widerange Corporation Pty
Ltd as trustee for the Alyse Investment Trust	Nil	11.2%
Gary Powell1,	27.7%	5.31%
Bryan Dixon2	15.0%	2.89%
Jeffrey Brill3	9.5%	1.82%
Lorraine Bahen	8.9%	1.71%
Victoria Bahen	8.9%	1.71%

1 Mr Powell is the Chief Executive Officer and Managing Director and directly holds Shares and Options, He holds 4,250,000 Options consisting of 2,250,000 Options exercisable each at $0.30 per Share on or before the date that is two (2) years from Admission and 2,000,000 Options exercisable per Share at $0.45 each on or before the date that is three (3) years from Admission. Full Options terms and conditions are listed at Section 15.5(b). Refer to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity.

2 Mr Dixon holds Shares and Options through Warrior Strategic Pty Ltd, an entity in which Mr Dixon is a director and shareholder, as trustee for the Warrior Strategic Trust, and Shares through Warrior Finance Pty Ltd, an entity of which Mr Dixon is a director and shareholder, as the trustee for the Warrior Super Fund.

3 Mr Brill holds Shares and Options as trustee for the Minx Super Fund, an entity of which Mr Brill is the trustee.

4 Refer to Section 14.3 for a summary of the material terms and conditions of the Acquisition Agreement under which the Shares and the Performance Securities will be issued to the Vendors on or before completion of the Offer.

	Refer to Section 15.5(c) for the terms and conditions of the Performance Securities. The Company will announce to the ASX details of its top 20 Shareholders after completion of the Offer and prior to the Shares commencing trading on the ASX.
Will any Shares be subject to restrictions on disposal following Completion?	None of the Shares issued under the Offer will be subject to escrow. However, generally, Securities on issue at the date of this Prospectus that were issued to promoters or Related Parties will be escrowed for a period of 24 months from the date of Quotation. It is expected that the Shares and Performance Securities issued to the Vendors or nominees under the Acquisition Agreements, and Shares and Options issued to or acquired by Related Parties will be escrowed for 24 months from the date of Quotation. It is also expected that a percentage of the Shares issued to non- Related Party Shareholders who participated in the capital raising at $0.08 per Share in November 2020 (prior to the date of this Prospectus) will be subject to a 12 month escrow (from the date of the issue of those Shares) for a portion of their Shareholdings. During the period in which these Securities are prohibited from being transferred, assigned or otherwise disposed of, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of Shares in a timely manner. As at the date of this Prospectus, the Company expects the following Securities to be subject to ASX imposed escrow: (a) 2,350,000 Shares issued to or acquired by Directors and Key Management Personnel – 24 months from date of Quotation; (b) Up to 20,500,000 Shares to be issued to the Vendors or nominees under the Acquisition Agreements – 24 months from the date of Quotation; (c) 8,500,000 Options issued to or acquired to Directors, Key Management Personnel and Consultants – 24 months from the date of Quotation; (d) 1,500,000 Options issued to the Lead Manager – 24 months from the date of Quotation; (e) 4,200,000 Shares issued to non-Related Party investors under a capital raising conducted by the Company in November 2020 – 12 months from the date of issue of such Shares; and (f) All of the Performance Securities to be issued to the Vendors under the Acquisition Agreement and up to 30,000,000 Shares issued under the Performance Securities, being the maximum number of Shares the Performance Securities can be converted into – 24 months from the date of Quotation. The Company will announce to ASX details of the number and duration of the Shares, Options and Performance Securities that the ASX require to be held in escrow prior to the Shares commencing trading on the ASX (which admission is subject to ASX’s discretion and approval).	Section 6.22

G. FINANCIAL INFORMATION	G. FINANCIAL INFORMATION
What is the Company’s financial position?	Having been incorporated on 29 October 2020, the Company does not have any operating history on which an evaluation of its prospects can be made and has limited historical financial performance. The Company will only commence its own detailed exploration activities on the Project once it has completed the Acquisition and been admitted to the Official List. Accordingly, the Company is not able to disclose any key financial ratios. Historical financial information of the Company and pro forma financial information of the Company is included in the Independent Limited Assurance Report contained in Section 11. Potential investors should read the Independent Limited Assurance Report in full. The audited financial statements for the Company for the period from incorporation to 31 March 2021 were signed on 20 May 2021. The Company will give a copy of these statements to any person who requests one during the Offer Period, free of charge.	Section 11
What is the financial outlook for the Company?	Given the current status of the Project and the speculative nature of the Company’s business, the Directors do not consider it appropriate to forecast future earnings. Any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection on a reasonable basis.	Section 15.12
H. SUMMARY OF THE OFFER

What is being offered?	The Offer is for 30,000,000 Shares at an offer price of $0.20 per Share to raise $6,000,000 (before costs). The Offer is not underwritten. The Shares issued under this Prospectus are new Shares which will rank equally with the Shares already on issue. The Board believes that on completion of the Offer, the Company will have sufficient working capital to achieve its objectives.	Sections 6.1 and 6.2
What is the Minimum Subscription?	The minimum amount to be raised under the Offer is $6,000,000 (before costs) by the issue of 30,000,000 Shares at an issue price of $0.20 per Share. No oversubscriptions in addition to the Minimum Subscription will be accepted.	Section 6.3
What is the purpose of the Offer?	The purpose of the Offer is to: (a) facilitate the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company's application for admission to the Official List; (b) enable the Company to exercise the option it has secured under the Acquisition Agreement and satisfy a condition precedent to completion in the Acquisition Agreement (being the Company receiving conditional approval from ASX to be admitted to the Official List on	Section 6.1

	conditions reasonably acceptable to the Company); (c) provide a liquid market for Shares and to enable access to capital markets; (d) provide the Company with additional funding: (i) to conduct exploration activities on the Tenements; (ii) for considering acquisition opportunities that may be presented to the Board from time to time; (iii) to meet the expenses of the Offer; (iv) to fund administration costs and working capital, so as to position the Company to achieve the objectives set out in this Prospectus. The Company intends on applying the funds raised under the Offer together with its existing cash reserves in manner detailed in Section 6.13. The Board believes that on completion of the Offer the Company will have sufficient working capital to achieve its objectives.
Is the Offer underwritten?	The Offer is not underwritten.	Section 6.6
Who is eligible to participate in the Offer?	The Offer is open to all investors resident in Australia. This Prospectus and the Offer do not, and are not intended to constitute, an offer or invitation in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation, or to issue this Prospectus.	Section 6.19
How do I apply for Shares under the Offer?	Applications for Shares under the Offer must be made by completing the Application Form attached to or accompanying this Prospectus in accordance with the instructions set out in the Application Form.	Section 6.8
What is the allocation policy for the Offer?	The final allocation of Shares under the Offer remains at the sole discretion of the Directors, in consultation with the Lead Manager to ensure the Company has an appropriate Shareholder base on admission to the Official List. The Directors reserve the right to issue Shares in full for any Application or any lesser number or to decline any Application. Any decision on allocation will be made after the Exposure Period. The Company gives no assurance that any Applicant will be allocated the Shares applied for by that Applicant.	Section 6.11
What is the effect of the Offer on the capital structure of the Company?	If the Minimum Subscription is raised the Shares issued under the Offer will represent 48.8% of the undiluted share capital of the Company immediately following completion of the Offer. At the date of this Prospectus the Company has on issue a total of 11,000,001 Shares and 8,500,000 Options. A total of 30,000,000 Shares are available under the Offer. At Completion 1,500,000 Options will be issued to the Lead Manager under the Lead Manager Mandate (a summary of the material terms and conditions of which is set out in Section 14.2).	Section 6.15

	At Completion the Performance Securities will issue and can convert into a maximum of 30,000,000 Shares on the achievement of defined milestones (refer also to Section 14.3 for a summary of the material terms and conditions of the Acquisition Agreement). The terms and conditions of the Performance Securities are set out in Section 15.5(c). The undiluted and fully diluted capital structure of the Company at the date of this Prospectus and following completion of the Offer is summarised below:
	Number of Securities Percentage of Shares (Undiluted) Percentage of Shares (Fully Diluted)
	Shares on issue at date of Prospectus 11,000,001 17.9% 10.8%
	Shares to be issued under the Offer 30,000,000 48.8% 29.6%
	Shares to be issued to Vendors under Acquisition Agreement on Completion1 Up to 20,500,000 33.3% 20.2%
	Total Shares on issue at Completion (undiluted)2 61,500,001 100% 60.6%
	Options on issue at date of Prospectus3 8,500,000
	Options to be issued to Lead Manager4 1,500,000
	Total Options on issue at Completion 10,000,000 9.8%
	Maximum total Shares and Options at Completion 71,500,001
	Shares to be issued to Vendors on conversion of Performance Securities on issue at Completion5 Up to 30,000,000 29.6%
	Maximum Securities to be issued 101,500,001 100% 100%
	1Assumes 500,000 Shares are issued instead of a $100,000 cash payment due to Vendors at Completion. Refer to Section 14.3 for a summary of the material terms and conditions of the Acquisition Agreement. 2Refer to Section 15.5(a) for a summary of the material rights and abilities attaching to the Shares.

	3Refer to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity. 4Options exercisable at $0.30 per Share on before the date that is two (2) years from Admission, to be issued under the Lead Manager Mandate. Refer to Section 14.2 for a summary of the material terms and conditions of the Lead Manager Mandate. 5 The Performance Securities are the Deferred Payments to be made to Vendors under the Acquisition Agreement. Refer to Section 14.3 for a summary of the material terms and conditions of the Acquisition Agreement. The maximum number of Shares to be potentially issued to Vendors pursuant to milestone targets under the Performance Securities at the floor price of $0.15 is 30,000,000 Shares (refer to Section 14.3 for a summary of the material terms and conditions of the Acquisition Agreement). The actual price used to convert these Performance Securities may be higher but not lower than the floor price of $0.15. Refer to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity. The Shares offered under this Prospectus will represent approximately 48.8% of the Shares on issue at Completion (on an undiluted basis) and 29.6% on a fully diluted basis. The remaining Shares will be held by the existing Shareholders or the Vendors. The Company’s Pro Forma Statement of Financial Position following Completion, including details of the pro forma adjustments, is detailed in the Independent Limited Assurance Report contained in Section 11. At Completion, the number of the Securities on issue that will be subject to escrow arrangements is detailed in Section 6.22. In the opinion of the Company, the free float of Shares at the time of Completion will not be less than 20% of the Shares on issue at that time. The Company reserves the right to issue further securities from time to time, such as (without limitation) to raise further capital.
What is the cost of the Offer?	The expenses of the Offer (including ASX listing fees) are estimated to be approximately A$664,215.	Section 15.10
What are the terms and conditions of the Shares offered under the Offer and the terms of the Company’s other securities on issue or to be issued?	A summary of the material rights and liabilities attaching to the Shares offered under the Offer is set out in Section 15.5(a). The terms and conditions of the Options on issue or to be issued are set out in Section 15.5(b). The terms and conditions of the Performance Securities to be issued at Admission under the Acquisition Agreement are set out in Section 15.5(c).	Section 15.5

What are the Performance Securities being issued to the Vendors of Novarange?	The Company has agreed to issue the vendors of a 70% interest in the total issued share capital of Novarange deferred consideration in the form of Performance Securities that convert into Shares upon the achievement of agreed Milestones. These Performance Securities are in the form of Deferred Payments that total $4,500,000 which can only be satisfied by the issue of Shares by dividing the amount of the corresponding Deferred Payment by the higher of the volume weighted average price for Shares traded on the ASX over the 15 trading days prior to the date on which the payment becomes due and payable or a floor price of $0.15. Section 12 contains the Independent Expert’s Report on the proposed issue of the Performance Securities. Potential investors should read this report in full. The Independent Expert has opined that the proposed issue is not fair but reasonable to non-participating Security holders. The Independent Expert has set out the respective advantages and disadvantages of the proposed issue of the Performance Securities which are summarised below: ADVANTAGES Achievement of each of the Milestones is likely to be value accretive to Burley DISADVANTAGES Potential dilution of Shareholders’ interests if a Milestone is met and Performance Securities issued The Deferred Payments (the Performance Securities) payable upon meeting a Milestone is structured in such a way as to align the interests of Security holders, Burley, and the Vendors The Vendors have a free- carried interest in the Yerecoin Project The Deferred Payments are in the form of equity, allowing Burley to preserve cash raised under the Offer to progress the Yerecoin Project The Deferred Payments are calculated using a disclosed conversion formula which caps the maximum issue of the Performance Securities at 30,000,000 Agreement on the Deferred Payments results in exposure to a potentially economically viable project	Section 15.5(c)

Who are the Section The Shareholders and Option holders of the Company as at the current 6.14 date of this Prospectus are as follows: Shareholders and Option holders of the Issue Percentage Company and on Price per Number of Share- what terms and Number of share or of holding at Shares Exercise date of conditions were Options[5] Price per Prospectus their Shares and Option Options issued? Founder

	Number of Shares	Issue Price per share or Exercise Price per Option	Number of Options5	Percentage of Share- holding at date of Prospectus
Founder Share1	1	$1.00		0.0%
Directors and Key Management remuneration 2	1,750,000	non-cash	8,500,000	15.9%
Capital Raising3	8,000,000	$0.08	Nil	72.7%
Capital Raising4	1,250,000	$0.16	Nil	11.4%
Total Shares and Options on issue on date of Prospectus	11,000,001		8,500,000	100.0%

Notes:

Issued to Mr Gary Powell.
Issued as part of the Company’s remuneration for services of the Chief Executive Officer and Managing Director Mr Gary Powell under the Executive Agreement, Mr Jeffrey Brill a Non-Executive Director under his Non-Executive Director Agreement and under the Consultancy Agreement to Warrior Strategic Pty Ltd, an associated entity of Mr Bryan Dixon, as trustee for the Warrior Strategic Trust. The Company also Shares and Options to former Director, Mr George Bauk, who resigned from office on 23 April 2021, or his associated entity under his Non-Executive Director Agreement. Refer to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity.
Issued pursuant to a capital raising conducted by the Company in November 2020.
Issued pursuant to a capital raising conducted by the Company in April 2021.
Consisting of 6,500,000 Options exercisable at $0.30 per Share on or before the date that is two (2) years from Admission and, as only issued to the Managing Director, 2,000,000 Options exercisable at $0.45 per Share on or before the date that is three (3) years from Admission. Full terms and conditions of the Options are set out in Section 15.5(b).

Will the Shares issued under the Offer be Quoted?	The Company will make an application to ASX for the admission of the Company to the Official List and official quotation of the Shares on the ASX within seven (7) days of the date of this Prospectus. Quotation of the Shares on ASX is expected to be under the ASX code “BUR”. It is the responsibility of each Applicant to confirm their holding before trading their Shares. Applicants who sell Shares before they receive an initial holding statement do so at their own risk. Completion is conditional on ASX approving the Company’s application. If approval is not given within three months after such application is made (or any longer period permitted by law), the Offer will be withdrawn and all Application Monies received will be refunded (without interest) as soon as practicable in accordance with the requirements of the Corporations Act. No Application will be made for official quotation of the Options or the Performance Securities by the ASX in accordance with the Listing Rules.	The Company will make an application to ASX for the admission of the Company to the Official List and official quotation of the Shares on the ASX within seven (7) days of the date of this Prospectus. Quotation of the Shares on ASX is expected to be under the ASX code “BUR”. It is the responsibility of each Applicant to confirm their holding before trading their Shares. Applicants who sell Shares before they receive an initial holding statement do so at their own risk. Completion is conditional on ASX approving the Company’s application. If approval is not given within three months after such application is made (or any longer period permitted by law), the Offer will be withdrawn and all Application Monies received will be refunded (without interest) as soon as practicable in accordance with the requirements of the Corporations Act. No Application will be made for official quotation of the Options or the Performance Securities by the ASX in accordance with the Listing Rules.	The Company will make an application to ASX for the admission of the Company to the Official List and official quotation of the Shares on the ASX within seven (7) days of the date of this Prospectus. Quotation of the Shares on ASX is expected to be under the ASX code “BUR”. It is the responsibility of each Applicant to confirm their holding before trading their Shares. Applicants who sell Shares before they receive an initial holding statement do so at their own risk. Completion is conditional on ASX approving the Company’s application. If approval is not given within three months after such application is made (or any longer period permitted by law), the Offer will be withdrawn and all Application Monies received will be refunded (without interest) as soon as practicable in accordance with the requirements of the Corporations Act. No Application will be made for official quotation of the Options or the Performance Securities by the ASX in accordance with the Listing Rules.	The Company will make an application to ASX for the admission of the Company to the Official List and official quotation of the Shares on the ASX within seven (7) days of the date of this Prospectus. Quotation of the Shares on ASX is expected to be under the ASX code “BUR”. It is the responsibility of each Applicant to confirm their holding before trading their Shares. Applicants who sell Shares before they receive an initial holding statement do so at their own risk. Completion is conditional on ASX approving the Company’s application. If approval is not given within three months after such application is made (or any longer period permitted by law), the Offer will be withdrawn and all Application Monies received will be refunded (without interest) as soon as practicable in accordance with the requirements of the Corporations Act. No Application will be made for official quotation of the Options or the Performance Securities by the ASX in accordance with the Listing Rules.	Section 6.18
What are the key dates of the Offer?	The key dates of the Offer are set out in the in the “Important Dates” in Section 3 and may be varied by the Company in consultation with the Lead Manager.				Section3
What is the minimum investment size under the Offer?	Applications under the Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of $200 worth of Shares (1,000 Shares).				Section 6.4
Are there any conditions to the Offer?	The Offer is conditional upon the Company achieving the Minimum Subscription and receiving ASX approval for official quotation of the Shares. No Shares will be issued if these conditions are not satisfied.				Section 6.5
I. USE OF PROCEEDS

How will the proceeds of the Offer be used?		The Board believes that its current cash reserves and the funds raised from the Offer will provide the Company with sufficient working capital to achieve its objectives as stated in this Prospectus. The Company intends to apply its existing cash reserves and the funds raised from the Offer over the first two (2) years after Listing as follows: Funds Available $ Percentage of Funds Existing cash reserves of the Company 468,838 7.2% Proceeds from the Offer(before costs) 6,000,000 92.8% Total Funds Available 6,468,838 100.0%			Section 6.13
		Funds Available	$	Percentage of Funds
		Existing cash reserves of the Company	468,838	7.2%
		Proceeds from the Offer(before costs)	6,000,000	92.8%
		Total Funds Available	6,468,838	100.0%

		Indicative Allocation of	Indicative Allocation of	Funds
		Indicative Allocation of Funds	Allocation of Funds Year 1 $	Allocation of Funds Year 2 $	Total Allocation $	Percentage of Funds
		Yerecoin magnetite deposits	1,460,700	805,500	2,266,200	35.0%
		Yerecoin Ni- Cu-PGE Project	411,000	516,350	927,350	14.3%
		Acquisition & stampduty	536,815	-	536,815	8.3%
		General working capital5	1,037,129	1,037,129	2,074,258	32.1%
		Estimated expenses of the Offer6	664,215		664,215	10.3%
		Total Allocation	$4,109,859	$2,358,979	$6,468,838	100.0%
		Further details on the application of the funds raised from the Offer are set out in Sections 6.13 and 7.5.
Will the Company be adequately funded after completion of the Offer?		The Directors are satisfied that on completion of the Offer, the Company will have sufficient working capital to carry out its objectives as stated in this Prospectus.
J. ADDITIONAL INFORMATION

Is there a Lead Manager to the Offer?	Canaccord Genuity (Australia) Limited (ACN 075 071 466) (CanaccordorLead Manager) has been appointed as the lead manager to the Offer. A summary of the material terms and conditions of its appointment under the Lead Manager Mandate is summarised in Section 14.2.						Section 14.2
What fees are payable to the Lead Manager?	In consideration for acting as Lead Manager, the Lead Manager will receive the following fees: • Management Fee: $60,000; • Lead Manager Fee: $120,000; and • Capital Raising Fee1: $240,000, for a total fee of up to $420,000. 1This is the maximum Capital Raising Fee payable to the Lead Manager. In addition to the fee described above, at completion of the Offer the Lead Manager will be granted 1,500,000 Options.						Section 14.2

What are the terms and conditions of the Lead Manager Options that will be granted to the Lead Manager?	The Options to be issued to the Lead Manager are exercisable at $0.30 per Share on before the date that is two (2) years from Admission. The terms and conditions of the Lead Manager Options are set out in Section 15.5(b). The Lead Manager Options will represent 1.50% of the capital of the Company on a fully diluted basis as at the date the Company is admitted to the Official List.	Section 15.5(b)
Is there any brokerage, commission or stamp duty payable by applicants?	No brokerage. commission or duty is payable by Applicants on the acquisition of Shares under the Offer. The Company reserves the right to pay a commission of up to 6% (exclusive of goods and services tax) of amounts subscribed to any licensed securities dealers or Australian Financial Services licensee in respect of applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.	Section 6.20
Can the Offer be withdrawn?	The Company reserves the right not to proceed with the Offer at any time before the issue of Shares to successful Applicants. If the Offer does not proceed, Application Monies will be refunded (without interest).	Section 6.11
What is the Company’s dividend policy?	The Company has not declared a dividend since its incorporation and, at the date of this Prospectus, does not expect to pay any dividends in the two-year period following the date of this Prospectus. During this period the Board expects to incur significant expenditure on the exploration and development of the Project and in identifying, evaluating and, if warranted, acquiring other resource projects or assets in Australia and/or overseas that have the potential to add Shareholder value. The extent, timing and payment of dividends by the Company in the future will be at the discretion of the Directors and will depend on a number of factors including future earnings, the operating results and financial condition of the Company, future capital requirements, general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends, or the franking credits attached to such dividends, can be given.	Section 7.7
What are the tax implications of investing in Shares?	Dividends on Shares may be subject to Australian tax and possibly capital gains tax on a future disposal of Shares issued under this Prospectus. The tax consequences of any investment in Shares will depend upon an investor’s particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Shares offered under this Prospectus.	Section 6.23
What are the corporate governance principles of the Company?	To the extent applicable, in light of the Company’s size and nature, the Company has adopted_The Corporate Governance Principles_ _and Recommendations (4th Edition)_as published by ASX Corporate Governance Council (Recommendations). The Company’s main corporate governance policies and charters as at the date of this Prospectus are outlined in Section 9.6 and the Company’s compliance and departures from the Recommendations are set out in Section 9.7. In addition, the	Sections 9.6 and 9.7

	Company’s full Corporate Governance Plan and copies of its charters and policies are available from the Company’s website (www.burleyminerals.com.au). The Company has adopted corporate governance charters and policies that reflect the Recommendations to the extent appropriate having regard to the circumstances of the Company.
Where can I find more information?	• By speaking to your stockbroker, solicitor, accountant or other independent professional adviser. • By contacting the Company Secretary on +61 (08) 9322 6283. • By contacting the Share Registry on (08) 9389 8033.

6. DETAILS OF THE OFFER

6.1 Introduction

The information set out in this Section 6 is not comprehensive and should be read together with the other information in this Prospectus.

6.2 Shares offered for Subscription

Under this Prospectus the Offer is an invitation to apply for an initial public offer of 30,000,000 Shares at an offer price of $0.20 per Share to raise a total of $6,000,000 (before costs).

The Shares offered under this Prospectus will represent approximately 48.8% of the Shares on issue on Completion.

The Shares offered under this Prospectus are new Shares which will rank equally with the existing Shares on issue. The material rights and liabilities attaching to the Shares are summarised in Section 15.5(a).

The Offer is made on the terms, and is subject to the conditions, detailed in this Prospectus. Refer to Section 6.8 on how to apply for Shares under the Offer.

6.3 Minimum Subscription

The minimum subscription to be raised under this Prospectus is the full subscription of $6,000,000 ( Minimum Subscription ). If the Minimum Subscription is not reached within four (4) months after the date of this Prospectus the Company will thereafter either repay all Application Monies received or will issue a supplementary prospectus or replacement prospectus and allow Applicants one (1) month to withdraw their Applications and be repaid their Application Monies. No interest will be paid on these Application Monies.

6.4 No Oversubscriptions

No oversubscriptions to the Offer will be accepted.

6.5 Conditions of the Offer

The Offer is conditional upon the Company achieving the Minimum Subscription and receiving ASX approval for official quotation of the Shares. No Shares will be issued if these conditions are not satisfied.

6.6 Offer Not Underwritten

The Offer is not underwritten.

6.7 Lead Manager

Canaccord has agreed to act as lead manager to the Offer. A summary of the material terms and conditions of the Lead Manager Mandate agreement between the Company and Canaccord is set out in Section 14.2.

6.8 How to Apply for Shares

Applications for Shares offered under this Prospectus must be made using the Application Form attached to or accompanying this Prospectus.

Payment for the Shares must be made in full at the offer price of $0.20 per Share. Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares.

Applicants in Australia may apply for Shares by applying online at:

https://www.advancedshare.com.au/IPO-Offers

An Applicant must comply with the instructions on the website. An Applicant paying by BPAY® or EFT must follow the instructions on the Application Form. An Applicant paying the Application Monies by BPAY® must use the unique BPAY® Customer Reference Number provided. A unique reference number will be quoted upon completion of the Application Form. Your BPAY® reference number will process your payment to your Application electronically and you will be deemed to have applied for such Shares for which you have paid. Applicants using BPAY® or EFT should be aware of their financial institution’s cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by the Applicant’s financial institution on or before the day prior to the Closing Date. It is your responsibility to ensure that your BPAY® or EFT payment is received by no later than 5.00pm (WST) on the Closing Date.

Applicants may also apply for Shares by post using the Application Form which is attached to this Prospectus. Completed Applications and accompanying cheques must be mailed to:

Burley Minerals Ltd c/- Advanced Share Registry Services Pty Ltd PO Box 1156 NEDLANDS WA 6909

or delivered to:

Advanced Share Registry Services Pty Ltd 110 Stirling Highway NEDLANDS Western Australia 6009

or delivered by email to:

[email protected]

along with confirmation that funds have been paid to the Burley Minerals Ltd – IPO Account BSB No. – 086-420 and Account No. 336 936 953.

Cheques should be made payable to “ Burley Minerals Ltd – IPO Account ” and crossed “Not Negotiable”. Completed Applications with payment in cleared funds must reach one of the above addresses by no later than the Closing Date. Detailed instructions on how to complete the Applications are set out on the reverse of those forms.

By making an Application, you declare that you were given access to this Prospectus (or any supplementary or replacement prospectus), together with an Application Form. The Corporations Act prohibits any person from passing an Application Form to another person unless it is attached to, or accompanied by, a hard copy of this Prospectus or the complete and unaltered electronic version of this Prospectus. To the extent permitted by law, an Application by an Applicant is irrevocable.

If an Application for is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form as being valid. The Company’s decision to treat an Application as valid, or how to construe, amend or complete it, will be final.

If you require assistance in completing any of the Applications, please contact the Share Registry on +61 8 9389 8033.

The Company, in consultation with the Lead Manager, reserves the right to close the Offer early without notice.

6.9 Allocation Policy

The Company retains an absolute discretion to allocate Shares under the Offer and reserves the right, in its absolute discretion, to allot to an applicant a lesser number of Shares than the number for which the applicant applies or to reject an Application Form. If the number of Shares allotted is fewer than the number applied for, surplus application monies will be refunded without interest as soon as practicable.

No applicant under the Offer has any assurance of being allocated all or any Shares applied for.

The Company will not be liable to any person not allocated Shares or not allocated the full amount of Shares applied for.

6.10 Issue of Shares

Subject to the Minimum Subscription being reached and the ASX granting conditional approval for the Company to be admitted to the Official List, the issue of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

Following issue, statements of Share holdings will be dispatched to successful Applicants. It is your responsibility to determine your allocation prior to trading in Shares. If you sell Shares before receiving your holding statement you do so at your own risk.

Prior to issue all Application Monies shall be held by the Company on trust for the Applicants in a separate bank account as required by the Corporations Act. The Company will retain any interest earned on the Application Monies irrespective of whether the issue of Shares takes place.

The Directors reserve the right to issue Shares in full for any Application or to issue any lesser number of Shares or to decline any Application. Where the number of Shares issued is less than the number applied for, or where no issue is made, the surplus Application Monies will be refunded without any interest to the Applicant as soon as practicable after the issue date. No refunds pursuant solely to rounding will be provided.

It is your responsibility to ensure that your BPAY® payment or electronic funds transfer payment is received by the Share Registry by no later than 5.00pm (WST) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment.

6.11 Discretion regarding the Offer

The key dates, including details of the Offer Period, are on set out in the “Important Dates” in Section 3 (which may be varied by the Company in consultation with the Lead Manager). The timetable is indicative only and may change. Unless otherwise stated, all times are stated in AWST.

The Company may at any time decide to withdraw this Prospectus and the Offer in which case the Company will return all Application Monies (without interest) in accordance with the requirements of the Corporations Act.

The Company, in consultation with the Lead Manager, also reserves the right to close the Offer early, extend the Offer, accept late Applications either generally or in particular cases, reject any Application or allocate to any Applicant fewer Shares than the number applied for.

6.12 Purpose of the Offer

The purpose of the Offer is to:

(a) facilitate the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company's application for admission to the Official List;
(b) enable the Company to exercise the option it has secured under the Acquisition Agreement and satisfy a condition precedent to completion in the Acquisition Agreement (being the Company receiving conditional approval from ASX to be admitted to the Official List on conditions reasonably acceptable to the Company);
(c) provide a liquid market for Shares and to enable access to capital markets;
(d) provide the Company with additional funding:

(i) to conduct exploration activities on the Tenements;
(ii) for considering acquisition opportunities that may be presented to the Board from time to time;
(iii) to meet the expenses of the Offer;
(iv) to fund administration costs and working capital,

so as to position the Company to achieve the objectives set out in Section 7.4.

The Company intends on applying the funds raised under the Offer together with its existing cash reserves in manner detailed in Section 6.13.

6.13 Use of Funds

The Board believes that its current cash reserves and the funds raised from the Offer will provide the Company with sufficient working capital to achieve its objectives as stated in this Prospectus.

The Company intends to apply its existing cash reserves and the funds raised from the Offer over the first two (2) years after Listing as follows:

Funds Available	$	Percentage of Funds
Existing cash reserves of the Company1	468,838	7.2%
Proceeds from the Offer (before costs)	6,000,000	92.8%
Total Funds Available	6,468,838	100.0%

Indicative Allocation of Funds

Indicative Allocation of Funds	Allocation of Funds Year 1 $	Allocation of Funds Year 2 $	Total Allocation $	Percentage of Funds
Yerecoin magnetite deposits2,3	1,460,700	805,500	2,266,200	35.0%
Yerecoin Ni-Cu-PGE Project2	411,000	516,350	927,350	14.3%
Acquisition & stamp duty	536,815	-	536,815	8.3%
General working capital4	1,037,129	1,037,129	2,074,258	32.1%
Estimated expenses of the Offer4	664,215	-	664,215	10.3%
Total Allocation	$4,109,859	$2,358,979	$6,468,838	100.0%

1 Refer to the Independent Limited Assurance Report contained in Section 11 for further information. Some of the Year 1 costs have already been paid or incurred from this amount as at the date of this Prospectus.

2 Refer to Section 7.5 and the Independent Technical Assessment Report contained in Section 10 for further information on planned exploration activities and expenditure budgets for the Project, and the budget summary in Section 7.5.

3 The Company will need to make applications for renewal of the Tenements upon satisfying the conditions required for their renewal as exploration licences and/or successful conversion into mining lease(s) or retention licenses upon application(s). These costs have been included within the Yerecoin magnetite deposits budget.

4These expenses include wages and superannuation of employees and Directors, office rent and outgoings, accounting fees, legal fees, ASX listing fees, auditing fees, insurance, Share Registry fees, travel expenses, professional consultants’ fees, compliance and regulatory costs associated with operating Burley as an ASX listed company and all other items of a general administrative nature. To the extent that the Company’s exploration activities warrant further exploration activities or the Company is presented with additional acquisition opportunities, the Company’s working capital will fund such further exploration and acquisition costs. Any amounts not so expended will be applied toward administration costs for the initial 2-year period after Listing.

4 Refer to Section 15.10 for further details.

It is anticipated that the funds raised under the Offer will enable two (2) years of full operations following Listing based on the current budget. It should be noted that the Company may not be fully self-funding through its own operational cash flow at the end of this period. Accordingly, the Company may require additional capital beyond this point, which will likely involve the use of additional debt or equity funding. Future capital needs will also depend of the success or failure of the Company’s exploration of the Project. The use of further debt or equity funding will be considered by the Board where it is appropriate to fund additional exploration on the Project or to acquisition opportunities in the resource sector.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, they will be subject to modification on an ongoing basis and intervening events including exploration results, market conditions, new circumstances and/or any number of other factors (including the risk factors outlined in Part D of Section 5 and described in Section 8) have the potential to significantly affect the actual use of funds. In particular, an ongoing assessment of the Project means exploration expenditure will also be reviewed on an ongoing basis depending on the nature of the results from work programmes. The Board reserves the right to alter the way funds are applied in the future and may lead to increased or decreased levels of expenditure on the Project, reflecting a change in emphasis in whole or in part. The Company may raise additional funds within two years after listing on the ASX to the extent required to increase and accelerate the exploration programmes on the Project, or to acquire or invest in suitable additional projects and assets in the resources sector in Australia and/or overseas, as determined by the Board. Accordingly, the Company may require additional capital, which will likely involve the use of additional equity funding.

6.14 Current Capital Structure

The Shareholders and Option holders of the Company as at the date of this Prospectus are as follows:

	Number of Shares	Issue Price per Share or Exercise Price per Option	Number of Options5	Percentage of Shareholding at date of Prospectus
Founder Share1	1	$1.00		0.0%
Directors and Key Management remuneration2	1,750,000	non-cash	8,500,000	15.9%
Capital Raising3	8,000,000	$0.08	Nil	72.7%
Capital Raising4	1,250,000	$0.16	Nil	11.4%
Total Shares and Options on issue on date of Prospectus	11,000,001		8,500,000	100.0%

Notes:

1 Issued to Mr Gary Powell.

2 Issued as part of the Company’s remuneration for services of the Chief Executive Officer and Managing Director Mr Gary Powell under the Executive Agreement, Mr Jeffrey Brill a Non-Executive Director under his Non-Executive Director Agreement and under the Consultancy Agreement to Warrior Strategic Pty Ltd, an associated entity of Mr Bryan Dixon, as trustee for the Warrior Strategic Trust. Also issued to former Director, Mr George Bauk, who resigned from office on 23 April 2021, under his Non-Executive Director Agreement. Refer to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity.

3 Issued pursuant to a capital raising conducted by the Company in November 2020.

4 Issued pursuant to a capital raising conducted by the Company in April 2021.

5 Consisting of 6,500,000 Options exercisable at $0.30 per Share on or before the date that is two (2) years from Admission and, as only issued to the Managing Director, 2,000,000 Options exercisable at $0.45 per Share on or before the date that is three (3) years from Admission. Full terms and conditions of the Options are set out in Section 15.5(b).

6.15 Pro Forma Capital Structure

If the Minimum Subscription is raised the Shares issued under the Offer will represent 48.8% of the undiluted share capital of the Company immediately following completion of the Offer.

At the date of this Prospectus the Company has on issue a total of 11,000,001 Shares and 8,500,000 Options. A total of 30,000,000 Shares are available under the Offer. At Completion 1,500,000 Options will be issued to the Lead Manager under the Lead Manager Mandate (a summary of the material terms and conditions of which is set out in Section 14.2). At Completion the Performance Securities will issue and can convert into a maximum of 30,000,000 Shares on the achievement of defined milestones (refer also to Section 14.3 for a summary of the material terms and conditions of the Acquisition Agreement). The terms and conditions of the Performance Securities are set out in Section 15.5(c)

The undiluted and fully diluted capital structure of the Company at the date of this Prospectus and following completion of the Offer is summarised below:

	Number of	Percentage	Percentage of
	Securities	of Shares	Shares (Fully
		(Undiluted)	Diluted)
Shares on issue at date of Prospectus	11,000,001	17.9%	10.8%
Shares to be issued under the Offer	30,000,000	48.8%	29.6%
Shares to be issued to Vendors under	Up to	33.3%	20.2%
Acquisition Agreement on Completion1	20,500,000
Total Shares on issue at Completion	61,500,001	100%	60.6%
(undiluted)2
Options on issue at date of Prospectus3	8,500,000
Options to be issued to Lead Managerr4	1,500,000
Total Options on issue at Completion	10,000,000		9.8%
Maximum total Shares and Options at	71,500,001
Completion
Shares to be issued to Vendors on	Up to		29.6%
conversion of Performance Securities on	30,000,000
issue at Completion5
Maximum Securities to be issued	101,500,001	100%	100%

1 Assumes 500,000 Shares are issued instead of a $100,000 cash payment due to Vendors at Completion. Refer to Section 14.3 for a summary of the material terms and conditions of the Acquisition Agreement.

2 Refer to Section 15.5(a) for a summary of the material rights and liabilities attaching to the Shares.

3 Refer to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity.

4.The maximum number of Shares to be potentially issued to Vendors pursuant to milestone targets under the Performance Securities at the floor price of $0.15 is 30,000,000 Shares (refer to Section 14.3 for a summary of the material terms and conditions of the Acquisition Agreement). The actual price used to convert these Performance Securities may be higher but not lower than the floor price of $0.15. Refer

to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity.

The Shares offered under this Prospectus will represent approximately 48.8% of the Shares on issue at Completion (on an undiluted basis) and 29.6% on a fully diluted basis. The remaining Shares will be held by the existing Shareholders or the Vendors.

The Company’s Pro Forma Statement of Financial Position following Completion, including details of the pro forma adjustments, is detailed in the Independent Limited Assurance Report contained in Section 11.

At Completion, the number of the Securities on issue that will be subject to escrow arrangements is detailed in Section 6.22.

In the opinion of the Company, the free float of Shares at the time of Completion will not be less than 20% of the Shares on issue at that time.

(b) Options

Options	Number	Percentage of
		Shares (Fully
		Diluted)3
Options on issue at date of Prospectus1	8,500,000	8.4%
Options to be issued to Lead Manager at	1,500,000	1.5%
Completion2
Options offered under Prospectus	Nil	Nil
Total Options on issue at Completion	10,000,000	9.9%

1 Consisting of 6,500,000 Options exercisable at $0.30 per Share on or before the date that is two (2) years from Admission and 2,000,000 Options exercisable at $0.45 per Share on or before the date that is three (3) years from Admission. Full Options terms and conditions are listed at Section 15.5(b).

2 1,500,000 Options exercisable at $0.30 per Share on or before the date that is two (2) years from Admission. Full Options terms and conditions are listed at Section 15.5(b).

3 Percentages assume all Options are exercised and all Performance Securities vest and are converted into the maximum number of Shares, 30,000,000, at the floor price of $0.15 per Share (refer to Section 14.3 for a summary of the material terms and conditions of the Acquisition Agreement).

The Options to be issued to the Lead Manager will represent approximately 2.4% of the Shares on issue at Completion (undiluted) and 1.5% (fully diluted).

No application will be made for official quotation of the Options by the ASX in accordance with the Listing Rules.

(c) Performance Securities

Performance Securities	Number	Percentage of
		Shares (Fully
		Diluted)1
Performance Securities on issue at date of Prospectus	Nil	Nil
Performance Securities offered under Prospectus	Nil	Nil
Maximum Number of Shares that can be converted	30,000,000	29.6%
under the Performance Securities

1 Percentages assume all Options are exercised and all Performance Securities vest and are converted into the maximum number of Shares, 30,000,000, at the floor price of $0.15 per Share Refer to Section 14.3 for a summary of the material terms and conditions of the Acquisition Agreement and Section 15.3(c) for the terms and conditions of the Performance Securities.

The Performance Securities will be issued to the Vendors as deferred consideration under the Acquisition Agreement, if the Company completes its purchase of a 70% interest in the total issued capital of Novarange, which wholly owns the Yerecoin Project. The Performance Securities are being issued under the Acquisition Agreement (refer to Section 14.3 for a summary of the material terms and conditions of the Acquisition Agreement) .proportionately to the ownership interests of the Vendors in Novarange as follows:

Name of Vendor and Holder of Performance Securities	Maximum number of shares into which the Performance Securities can convert at $0.15 Floor Price1	Percentage of Total Performance Securities (%)
Gurravembi Investments Pty Ltd	6,750,000	22.5%
Kingsreef Pty Ltd as trustee for the NB & DL Family Trust	6,750,000	22.5%
Rocket Science Pty Ltd as trustee for the Trojan Capital Fund	6,750,000	22.5%
Widerange Corporation Pty Ltd as trustee for the Alyse Investment Trust	6,750,000	22.5%
Seamist Enterprises Pty Ltd	3,000,000	10.00%
TOTAL	30,000,000	100%

1 Assumes the Performance Securities (representing aggregate Deferred Payments of $4,500,000) held by the Vendors are all converted into a total 30,000,000 Shares at the floor price of $0.15 i.e. the maximum number of Shares into which all Performance Securities can be converted. Refer to Section 15.5(c) for the terms and conditions of the Performance Securities.

The Company has applied to ASX for, and ASX has granted the Company, in principle approval to have the Performance Securities on issue at Listing, subject to complying with certain conditions imposed by ASX.

Full terms and conditions of the Performance Securities are contained in Section 15.5(c) which also contains an explanation of:

(i) why the Performance Securities are being issued to the Vendors, including the commercial goals the Company is trying to achieve, and the risks it is trying to manage, by imposing the relevant performance milestones;
(ii) details of how the Company determined the number of Performance Securities to be issued to the Vendors and why it considers that number to be appropriate and equitable; and
(iii) any relationship the recipient of the Performance Securities or an associate of the recipient has with the Company.

No application will be made for official quotation of the Performance Securities by the ASX in accordance with the Listing Rules.

6.16 Substantial Shareholders

Set out in the table below are the Shareholders holding 5% or more of the Shares on issue at the date of this Prospectus or at Completion on an undiluted basis. The table below assumes that:

no existing substantial Shareholder or an associate subscribes for and is issued additional Shares pursuant to the Offer;
none of the Options on issue at the date of this Prospectus, including the Options to be issued to the Lead Manager at Completion, are exercised;
500,000 Shares will be issued to the Vendors to satisfy the $100,000 cash payment due to Vendors under the Acquisition Agreement at Completion (refer to Section 14.3 for further details); and
no milestone under the Performance Securities is achieved and therefore no Performance Securities are converted into Shares.
The undiluted capital structure of the Company at the date of this Prospectus is 11,000,001 Shares, and at Completion is up to 61,500,001 Shares.

			Maximum
	Shares Held	% at Date of	Number of	% at
	at date of	Prospectus	Shares Held	Completion
Substantial Shareholder Names	Prospectus	(Undiluted)	at Completion	(Undiluted)
Gurravembi Investments Pty Ltd	Nil	0%	4,612,500	7.50%
Kingsreef Pty Ltd as trustee for the NB & DL Family Trust	Nil	0%	4,612,500	7.50%
Rocket Science Pty Ltd as trustee for the Trojan Capital Fund	Nil	0%	4,612,500	7.50%
Widerange Corporation Pty Ltd as trustee for the Alyse Investment Trust	Nil	0%	4,612,500	7.50%
Lorraine Bahen	1,734,375	15.77%	1,734,375	2.82%
Victoria Bahen	1,734,375	15.77%	1,734,375	2.82%
Gary Powell1,4	1,144,532	10.40%	1,144,532	1.86%
Bryan Dixon2,4	932,531	8.48%	932,531	1.52%
Jeffrey Brill3,4	594,531	5.40%	594,531	0.97%

1 Mr Powell directly holds Shares and Options. Mr Powell holds 2,250,000 Options with a $0.30 exercise price with a 2 year term from Admission and 2,000,000 Options with a $0.45 exercise price with a 3 year term from Admission.

2 Mr Dixon holds Shares and Options through Warrior Strategic Pty Ltd as trustee for the Warrior Strategic Trust, an entity in which Mr Dixon is a director and shareholder and Shares through Warrior Finance Pty Ltd, an entity in which Mr Dixon is a director and shareholder, as trustee for the Warrior Super Fund.

3 Mr Brill holds Shares and Options as trustee for the Minx Super Fund, an entity in which Mr Brill is the trustee.

4 Refer to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity.

Set out in the table below are the Shareholders holding 5% or more of the Shares on issue at the date of this Prospectus or at Completion on a fully diluted basis. The table below assumes that:

no existing substantial Shareholder or an associate subscribes for and is issued additional Shares pursuant to the Offer;
all Options on issue, and to be issued to the Lead Manager at Completion, are exercised into Shares;
500,000 Shares will be issued to the Vendors to satisfy the $100,000 cash payment due to Vendors under the Acquisition Agreement at Completion (refer to Section 14.3 for further details); and
each and every milestone under their Performance Securities is achieved and they are all converted into 30,000,000 Shares at the floor price of $0.15, being the maximum number of Shares the Performance Securities can be converted into (refer to Section 15.5(c) for the terms and conditions of the Performance Securities).

The fully diluted capital structure of the Company at the date of this Prospectus is 19,500,001 Shares and at Completion is 101,500,001 Shares.

		Number of	% at Date of	Number of
	Shares	Options	Prospectus	Shares Held at	Maximum Number	Maximum
	Held at	and Shares	(Fully	Completion2	of Shares to be	Number of	% at
Substantial	date of Prospectu	on Exercise of	Diluted)		issued under the Performance	Shares Held at	Completi on (Fully
Shareholder Names	s	Options			Securities4	Completion	Diluted)
Gurravembi
Investments Pty Ltd	Nil	Nil	Nil	4,612,500	6,750,000	11,362,500	11.2%
Kingsreef Pty Ltd as
trustee for the NB &
DL Family Trust	Nil	Nil	Nil	4,612,500	6,750,000	11,362,500	11.2%
Rocket Science Pty
Ltd as trustee for
the Trojan Capital	Nil	Nil	Nil	4,612,500	6,750,000	11,362,500	11.2%
Fund
Widerange
Corporation Pty Ltd
as trustee for the		Nil	Nil
Alyse Investment	Nil			4,612,500	6,750,000	11,362,500	11.2%
Trust
Gary Powell1,	1,144,532	5,394,532	27.7%	5,394,532	Nil	5,394,532	5.31%
Bryan Dixon2	932,422	2,932,422	15.0%	932,422	Nil	2,932,422	2.89%
Jeffrey Brill3	594,531	1,844,531	9.5%	594,531	Nil	1,844,531	1.82%
Lorraine Bahen					Nil
	1,734,375	1,734,375	8.9%	1,734,375		1,734,375	1.71%
Victoria Bahen	1,734,375	1,734,375	8.9%	1,734,375	Nil	1,734,375	1.71%

2 Mr Dixon holds Shares and Options through Warrior Strategic Pty Ltd, an entity in which Mr Dixon is a director and shareholder, as trustee for the Warrior Strategic Trust, and Shares through Warrior Finance Pty Ltd, an entity in which Mr Dixon is a director and shareholder, as the trustee for the Warrior Super Fund.

3 Mr Brill holds Shares and Options as trustee for the Minx Super Fund, an entity of which Mr Brill is the trustee.

4 Refer to Section 14.3 for a summary of the material terms and conditions of the Acquisition Agreement under which the Shares and the Performance Securities will be issued to the Vendors on or before completion of the Offer. Refer to Section 15.5(c) for the terms and conditions of the Performance Securities.

The Company will announce to the ASX details of its top 20 Shareholders after completion of the Offer and prior to the Shares commencing trading on the ASX.

6.17 Control Implications of the Offer

The Directors do not expect any Shareholder will:

(a) control (as defined by section 50AA of the Corporations Act) the Company on Completion; or
(b) acquire a Relevant Interest in the issued voting shares of the Company which will result in their voting power in the Company increasing:
(i) from 20% or below to more than 20%; or
(ii) from a starting point that is above 20% and below 90%,

on Completion.

At Completion, the number and percentage of Shares that will be subject to compulsory escrow arrangements is detailed in Section 6.22.

6.18 ASX Listing

The Company will apply to the ASX within seven (7) days after the date of this Prospectus for admission to the Official List and for quotation of the Shares offered under this Prospectus (apart from any Shares that may be designated by ASX as restricted securities). If the ASX does not grant permission for Quotation within three (3) months after the date of this Prospectus, or such longer period as is varied by ASIC, the Company will not issue any Shares offered under this Prospectus and will repay (without interest) all Application Monies received as soon as practicable thereafter, or within the time prescribed under the Corporations Act. The ASX takes no responsibility for the contents of this Prospectus. The fact that the ASX may grant Quotation is not to be taken in any way as an indication of the merits of the Company or the Shares offered under this Prospectus.

6.19 Applicants outside Australia – Restrictions on Distribution

This Prospectus and the Offer do not, and are not intended to constitute, an offer or invitation in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation, or to issue this Prospectus. No action has been taken by the Company to register or qualify the Shares that are the subject of this Prospectus or the Offer, or otherwise to permit a public offering of the Shares the subject of this Prospectus, in any place or jurisdiction outside Australia.

The distribution of this Prospectus (including in electronic form) in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. If you are outside Australia it is your responsibility to obtain all necessary approvals for the issue of the Shares offered under this Prospectus, and you should consult your professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals or consents have been obtained.

This Prospectus (including in electronic form) may not be released or distributed in the United States or elsewhere outside Australia, unless it has attached to it the selling restrictions applicable in the place or jurisdiction outside Australia and may only be distributed to persons to whom the Offer may lawfully be made in accordance with the laws of any applicable place or jurisdiction. The Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States.

Each Applicant will be taken to have represented, warranted and agreed as follows:

(a) it understands that the Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or resold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable US securities laws;
(b) it is not in the United States;
(c) it has not sent and will not send the Prospectus or any other material relating to the offer to any person in the United States; and
(d) it will not offer or sell the Shares in the United States or in any other jurisdiction outside Australia except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and in compliance with all applicable laws in the jurisdiction which Shares are offered and sold.

6.20 Commissions Payable

No brokerage, commission or duty is payable by Applicants on an acquisition of Shares under the Offer. See Section 14.2 for details of various fees payable by the Company to the Lead Manager and by the Lead Manager to certain brokers. The Company reserves the right to pay a commission of up to 6% (exclusive of goods and services tax) of amounts subscribed to any licensed securities dealers or Australian Financial Services licensee in respect of applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.

6.21 Risk Factors

This Prospectus should be read in its entirety.

You should be aware that subscribing for Shares the subject of this Prospectus involves a number of risks. The key risks are set out in Part D of the Investment Overview in Section 5 and other risk factors are set out in Section 8. Potential investors are urged to consider those risks carefully and if necessary, consult their professional advisers before deciding whether to invest in the Company. The risk factors set out in Part D of the Investment Overview in Section 5 and Section 8, and other general risks applicable to all investments in listed securities not specifically referred to, may in the future affect the value of the Shares. Accordingly, an investment in the Company should be considered highly speculative and involves a number of risks inherent in the business activities of the Company.

6.22 Restricted Securities

None of the Shares issued under the Offer will be subject to escrow.

However, generally, Securities on issue at the date of this Prospectus that were issued to promoters or Related Parties will be escrowed for a period of 24 months from the date of Quotation. It is expected that the Shares and Performance Securities issued to the Vendors or nominees under the Acquisition Agreements, and Shares and Options issued to or acquired by Related Parties will be escrowed for 24 months from the date of Quotation. It is also expected that a percentage of the Shares issued to non-Related Party Shareholders

who participated in the capital raising at $0.08 per Share in November 2020 (prior to the date of this Prospectus) will be subject to a 12 month escrow for a portion of their Shareholdings. During the period in which these Securities are prohibited from being transferred, assigned or otherwise disposed of, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of Shares in a timely manner.

As at the date of this Prospectus, the Company expects the following Securities to be subject to ASX imposed escrow:

(a) 2,350,000 Shares issued to or acquired by Directors and Key Management Personnel – 24 months from date of Quotation;
(b) Up to 20,500,000 Shares to be issued to the Vendors or nominees under the Acquisition Agreements – 24 months from the date of Quotation;
(c) 8,500,000 Options issued to or acquired to Directors, Key Management Personnel and Consultants – 24 months from the date of Quotation;
(d) 1,500,000 Options issued to the Lead Manager – 24 months from the date of Quotation-
(e) 4,200,000 Shares issued to non-Related Party investors under a capital raising conducted by the Company in November 2020 – 12 months from the date of issue of such Shares; and
(f) All of the Performance Securities to be issued to the Vendors under the Acquisition Agreement and up to 30,000,000 Shares issued under the Performance Securities, being the maximum number of Shares the Performance Securities can be converted into – 24 months from the date of Quotation.

The Company will announce to ASX details of the number and duration of the Shares, Options and Performance Securities that the ASX require to be held in escrow prior to the Shares commencing trading on the ASX (which admission is subject to ASX’s discretion and approval).

The Company confirms its ‘free float’ (the percentage of the Shares that are not restricted and are held by Shareholders who are not related parties (or their associates) of the Company) at the time of admission to the Official List of ASX will be not less than 20% in compliance with ASX Listing Rule 1.1 Condition 7.

At Completion the Company expects that:

(a) the Shares escrowed for 12 months will represent 6.8%, and
(b) the Shares escrowed for 24 months will represent 37.1%,

of the Shares on issue at completion of the Offer.

6.23 Taxation

The acquisition and disposal of Shares will have tax consequences which will differ depending upon the individual financial affairs of each investor. You are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, the Lead Manager and each of their respective officers and advisers accept no liability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

6.24 Paper Copies of Prospectus

The Company will provide paper copies of this Prospectus (including any supplementary or replacement document) and the applicable Application Form to investors upon request and free of charge. Requests for a paper copy from Australian resident investors should be directed to the Share Registry on +61 89389 8033 for further details.

6.25 Withdrawal of Offer

The Company reserves the right not to proceed with the Offer at any time before the issue or transfer of Shares to successful applicants. If the Offer does not proceed, application monies will be refunded (without interest).

6.26 Queries

This Prospectus provides information to assist potential investors to decide if they wish to invest in the Company and should be read in its entirety. If you have any questions about investing in the Company after reading this Prospectus, please contact your sharebroker, financial planner, accountant, lawyer or independent financial adviser. Enquiries from Australian resident investors relating to this Prospectus, or requests for additional copies of this Prospectus, should be directed to the Share Registry +61 89389 8033.

7. COMPANY AND PROJECT OVERVIEW

7.1 Background

The Company was incorporated on 29 October 2020 and Novarange was incorporated on 7 July 2016. After the Company exercises its option and completes its acquisition of a 70% interest in Novarange under the Acquisition Agreement, the Company’s business will involve the exploration of and carrying out preliminary feasibility studies on, its exploration and mining tenements for (amongst other commodities) iron ore and Cu-Ni-PGE mineralisation, in Western Australia with a view for proposed development of mining of the ore.

Novarange owns 100% of the Yerecoin Project near New Norcia, Western Australia. Exploration activities carried out on the Project to date on the Project have defined significant JORC 2012 compliant magnetite resources within the Project (incorporating the main and south zones) totalling 247 Mt @ 29.9% Fe producing a 68.1% Fe concentrate (32.1% DTR) (refer to Section 10 for the Independent Technical Assessment Report). A number of historical studies have also been completed and the potential for economic mining has been established.

The acquisition of a 70% interest in Novarange will be completed upon the Company’s admission to the official list of the ASX.

The material terms and conditions of the Acquisition Agreement are summarised in Section 14.3.

7.2 Yerecoin Project

The Yerecoin Project is located approximately 120km to the northeast of Perth, Western Australian, around and between the wheatbelt towns of Yerecoin and Calingiri. The Project comprises two granted Exploration Licences, namely E70/2733-I and E70/2784-I, covering an area of 105.5km[2] .

The Yerecoin Project lies within the Jimperding Metamorphic Belt on the western margin of the Archaean Yilgarn Craton. The Jimperding Metamorphic Belt is characterised by the association of banded iron formations, quartzite, biotite schist, and quartz-feldspar-biotite gneiss. It is margined by migmatites and enclosed by texturally variable granitoids. The metamorphic grade of the belt is variable, and generally increases progressively eastward from lower amphibolite to granulite facies and consists of a complex folded series of quartzites, with rare cross-bedding, and lenses of ultramafic rocks. Amphibolite and sillimanite schists are commonly found adjacent to the banded ironstones.

Exploration to date has focused on the two magnetite iron deposits within the Project, namely Yerecoin Main and Yerecoin South. These banded iron formation ( BIF ) deposits at Yerecoin were formed during the Archaeanby sedimentary processes inter-depositing layers of chert and magnetite. The banding is diagnostic of the BIF

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Figure 1: Yerecoin Project Location

units with the magnetite present in neat mesobands, blebby microbands, and less often in small coarse-grained patches.

To date, the Yerecoin Project has been tested by 119 reverse circulation ( RC ) drill holes and 54 diamond drill holes for a total of 24,046 metres of drilling. Metallurgical testwork has been completed on five samples from the Yerecoin Main deposit and the testwork demonstrated that a suitable quality

concentrate could be produced at a grind size of 80% passing (P80) 106 μm. The concentrate product is characterised by high iron content (68% Fe), and low in phosphorus, alumina and other impurities, which means it could be positioned as a high-quality iron ore source to the steel making industry.

In 2014, Radar Iron Limited (now known as Weebit Nano Ltd) estimated a total combined JORC 2012 compliant Mineral Resource of 246.7Mt at an average grade of 29.9% Fe, with the capability of producing a concentrate at >68% Fe. Various studies have been completed by previous operators of the Tenements, under various production scenarios as well as evaluation of infrastructure solutions.

In addition to the development potential of the magnetite deposits at the Yerecoin Project (known as Yerecoin Main and Yerecoin South), the Ni-Cu-PGE exploration potential at Yerecoin has yet to have been evaluated. The Jimperding Metamorphic Belt is an emerging Ni-Cu-PGE province; with the recent discovery by Chalice Mining Limited’s (Chalice, ASX:CHN) of their Julimar NickelCopper-PGE Project and the reappraisal of the Yarrawindah Brook Ni-Cu-PGE mineralisation by Cassini Resources Limited (ASX:CZI now delisted) and Caspin Resources Limited (ASX:CPN), located some 20km to the west.

The recent Julimar Ni-Cu-PGE discovery and the associated increased activity within the Jimperding Metamorphic Belt led to the current Yerecoin Project holder, Novarange, conducting a review of the extensive Yerecoin database. This work highlighted the presence of an extensive, thick ultramafic intrusive sequence at the footwall position of the Yerecoin South magnetite deposit. Initial positive factors for the Ni-Cu-PGE potential of the Project include its location adjacent to Banded Iron Formation, evidence for crustal contamination and Ni depletion, the presence of Co bearing Ni sulphides and the scale of the intrusion.

Burley believes the geological setting and prospectivity of the Yerecoin Project is analogous to

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Figure 2: Burley’s Yerecoin Project overlying airborne magnetics (RTP) in relation to Chalice Mining Limited’s Julimar Project and Caspin Resources Limited’s Yarawindah Brook Project.

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the Julimar discovery setting. Ultramafic rock units, with similarities to those encountered at the Julimar discovery (e.g. lherzholite, harzburgite), have been identified in drill core obtained within the tenements and historical petrology work on diamond drill core identified cobaltbearing nickel sulphide minerals such as pentlandite (Fe-Ni-S) and millerite (Ni-S).

Burley’s exploration and development strategy is two-fold; with the main focus on evaluating and completing feasibility studies on the Yerecoin magnetite deposits, and the second focus on exploration of the prospective ultramafic rocks with the potential to host Ni-CuPGE mineralisation.

Figure 3: Yerecoin Project Magnetic (RTP) imagery illustrating, plan view representation of resource zones, exploration targets and cross section locations

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Figure 4: Yerecoin South - cross section 6566625mN showing ultramafic units

In summary, the iron ore resources:

Total approximately 247Mt high grade coarse grained magnetite;
Are well located adjacent to existing rail infrastructure with excess capacity linking to ports and high voltage power;
Have detailed metallurgical studies confirming a premium coarse-grained magnetite product as direct sinter plant feed;
Produce a highly marketable product grading 68% Fe concentrate with favourable product specifications;
Scoping studies completed and logistics & value engineering studies conducted by previous owners of the Project; and
Several development options studied including large tonnage and smaller tonnage scenarios.

7.3 Overview of the Iron Ore and Ni-Cu-PGE Markets

The Directors believe this is a favourable time for the Company to be embarking on the Offer and Listing. Iron ore prices have risen to record highs during May 2021 on the back of increased world steel production induced by global government investment stimulus and continued Brazilian supply issues. Iron ore 62% Fines CFR closed at US$216.50 per tonne as at 20 May 2021.

Copper has also rallied over the last year to hit an all-time high of $10,724 per tonne on the London Metal Exchange on 10 May 2021, beating the previous record seen in February 2011. On 21 May 2021, the copper price was close to its all time highs at US$10,086 per tonne.

Nickel prices have shown significant strength over the last year with the price being US$17,047 per tonne as at 20 May 2021.

Precious metals prices have also shown strength over the past 3 years with platinum at US$1,199 per ounce and palladium at US$2,870 per ounce, respectively on 20 May 2021.

The Company is embarking on its exploration programmes with a view to the discovery of new supplies of Ni-Cu-PGE minerals at a time of rising battery minerals commodity prices.

Potential investors should note the commodity prices and exchange rates risks as a key risk to the Company as set out in Part D of Section 5 and Section 8.16.

7.4 Business Model

The Company is a highly speculative mineral exploration company.

The Company’s immediate business plan upon successful completion of the Acquisition, Offer and Listing is two-fold, with the main focus on evaluating and completing feasibility studies on the Yerecoin magnetite deposits (Yerecoin Main and Yerecoin South), and the second focus on exploration of the prospective ultramafic rocks with the potential to host Ni-Cu-PGE mineralisation.

On completion of its immediate objectives, the Company’s longer-term goals over the next two to four years following Listing are to:

continue with exploration activities on the Tenements;
complete further feasibility studies on the Project; and
investigate logistic options for export of iron ore.

Refer to Section 10 (Independent Technical Assessment Report) and Section 13 (Solicitors’ Report on Tenements) of this Prospectus for further and supplementary information in relation to the Yerecoin Project.

The Company also intends to continue to identify, evaluate and, if warranted, acquire additional resource projects and assets in Australia and/or overseas if the Board considers that they have the potential to add Shareholder value. The Company will consider acquiring these additional interests by way of direct project acquisition, farm in, joint venture or direct equity in the project owners, and may include minerals or prospectivity for minerals other than iron ore, copper, nickel and platinum group elements.

Over the medium to long term the Company’s objective is to develop mining operations on its projects. Continuing work programmes and developing the projects will be subject to initial results and funds may be diverted to other prospective existing or additional projects if the Board considers it to be warranted. In the medium to long term the Company also intends to continue to identify and evaluate potential additional resource projects and assets in Australia and/or overseas.

On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.

7.5 Exploration Work Programmes and Budgets

The proposed work programme and exploration budget for the Project is set out in the Independent Technical Assessment Report in Section 10 and the table below. and reflects the initial focus for the Company upon a successful completion of the Offer and Listing.

In summary, the first phase of exploration at the Project will include conducting the following programs for the Yerecoin magnetite deposits:

RC/diamond drilling to upgrade the JORC Code Inferred Resources that are likely to have the potential to be upgraded to JORC Code Indicated Resources, and therefore provide a larger resource base for feasibility studies.
Metallurgical testwork on existing and future drill core obtained from various parts of the Yerecoin Main and Yerecoin South deposits, to provide suitable samples for variability testwork, process options;
Feasibility studies with the aim of defining Ore Reserves in accordance with the JORC Code and life of mine plan; and
The Company intends to complete a preliminary feasibility study on the Project within 18 months of Listing.

In conjunction with the above work program on the magnetite, the Company will assess the existing drill core that intercepted the ultramafic rocks as well as the other unexplored magnetic rocks underlying the project. Burley is proposing to further evaluate the potential for the ultramafic rocks to host economic concentrations of Ni-Cu-PGE mineralisation, including (but not limited to) geophysics (e.g. airborne electromagnetic surveys), regolith mapping, soil geochemistry, RC drilling and Diamond drilling and petrology.

The Directors estimate expenditure for the first two years of operations for the Project to complete the proposed preliminary program will be approximately $1,871,700 (year 1) and $1,321,850 (year 2) for a total of $3,193,550 (see table below).

The suggested work to be undertaken on the Yerecoin Project will take place in multiple phases and will be subject to review based on results, interpretations, development of exploration targets and models and target prioritisation. This is an iterative process and will be driven by a number of factors including success of prior stages of exploration. As such, some flexibility in changes to the programmes and budgetary requirements will be required as results are received.

The proposed budget for the Project for the first two years after Listing is considered reasonable for the first two years after Listing consistent with the Company’s stated objectives in this Prospectus and exploration is warranted and justified on the basis of the historical exploration activity and demonstrated potential for discovery of mineralisation.

Summary of proposed use of funds

	Year 1	Year 2	TOTAL
YERECOIN MAGNETITE
Mapping/Geochemistry	$67,500	$19,800	$87,300
Drilling (RC & DD)	$622,800	$264,600	$887,400
Feasibility Studies (incl metallurgy)	$429,300	$247,500	$676,800
Geologists / Field Staff	$168,300	$111,600	$279,900
Land access, Rent & Rates	$172,800	$162,000	$334,800
Sub-Total	$1,460,700	$805,500	$2,266,200
YERECOIN NI-CU-PGE
Mapping/Geochemistry	$39,950	$31,450	$71,400
Geophysics	$105,000	$35,000	$140,000
Drilling (RC & DD)	$159,800	$353,000	$512,800
Geologists / Field Staff	$106,250	$96,900	$203,150
Sub-Total	$411,000	$516,350	$927,350
TOTAL	$1,871,700	$1,321,850	$3,193,550

The Company proposes to fund its intended Project activities as outlined in the tables above from the proceeds of the Offer. It should be noted that the budgets will be subject to modification on an ongoing basis depending on the results obtained from exploration undertaken. This will involve an ongoing assessment of the Company’s project interests and may lead to increased or decreased levels of expenditure on certain interests, reflecting a change in emphasis. Subject to the above, the expenditure set out above is proposed.

7.6 Financial Information

Having been incorporated on 29 October 2020, the Company does not have any operating history on which an evaluation of its prospects can be made and has limited historical financial performance. The Company will only commence its own detailed exploration activities on its Tenements upon completion of the Offer and completion of the acquisition of a 70% interest in Novarange under the Acquisition Agreement. Accordingly the Company is not able to disclose any key financial ratios.

Historical financial information of the Company is included in the Independent Limited Assurance Report contained in Section 11. Potential investors should read this report in full. The audited reviewed financial statements for the Company for the period from incorporation to 31 March 2021 were signed on 20 May 2021. The Company will give a copy of these statements to any person who requests one during the Offer Period, free of charge.

7.7 Dividend Policy

The Company has not declared a dividend since its incorporation and, at the date of this Prospectus, does not expect to pay any dividends in the two- year period following the date of this Prospectus. During this period the Board expects to incur significant expenditure on the exploration and development of the Project and in identifying, evaluating and, if warranted, acquiring other resource projects or assets in Australia and/or overseas that have the potential to add Shareholder value. The extent, timing and payment of dividends by the Company in the future will be at the discretion of the Directors and will depend on a number of factors including future earnings, the operating results and financial condition of the Company, future capital requirements, general business and other factors considered

relevant by the Directors. No assurances in relation to the payment of dividends, or the franking credits attached to such dividends, can be given.

7.8 Additional Information

Potential investors should refer and read in their entirety the following reports included in this Prospectus:

(a) the Independent Technical Assessment Report in Section 10 for further details about the geology, location and mineral potential of the Yerecoin Project;
(b) the Independent Limited Assurance Report in Section 11 for further details in respect Company’s financial history;
(c) the Independent Expert’s Report on the Performance Securities to be issued for the Acquisition under the Acquisition Agreement in Section 12 for further details in respect to the Company’s interests in the Claims; and
(d) the Solicitors’ Report on Tenements in Section 13 for further details in respect for further details in respect to the Company’s interests in the Tenements.

8. RISK FACTORS

8.1 Introduction

Subscribing for Shares involves a number of risks. Prospective investors in the Company should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for the Shares offered under this Prospectus.

Burley is an exploration company and you should consider that an investment in the Company is highly speculative. You should consult your professional advisers before deciding whether to apply for Shares offered under this Prospectus.

The risk factors set out below and others not specifically referred to below must not to be taken as exhaustive of the risks faced by the Company or by investors in the Company.

These risk factors may materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus. Accordingly the Shares offered under this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares. Some risks can be mitigated by the use of appropriate safeguards and appropriate systems and controls by the Company, however some are unpredictable and outside the control of the Company and the extent to which they can be mitigated or managed is very limited or not possible.

None of the Directors or any person associated with the Company guarantee the Company’s performance, the performance of the Shares the subject of the Offer or the market price at which the Shares will trade.

KEY RISKS SPECIFIC TO THE COMPANY

The key risks which the Directors consider are associated with an investment in the Company are:

8.2 Exploration Costs Risk

The exploration costs of the Company (summarised in Section 6.13) are based on certain assumptions with respect to the method and timing of exploration. By their nature these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s operating and financial performance and the value of the Shares.

8.3 Title Risk

The Company’s title to its tenements will require the Company to continue to comply with conditions of grant. The Company may lose title to, or interests in, its tenements (including at the Yerecoin Project), including (for example) if the conditions to which those tenements are subject are not satisfied, if a third party fails to fulfil its obligations under a relevant agreement in relation to those tenements, if any necessary third party contractual consents to transfers of those tenements are not able to be obtained or the obligation to obtain them waived, or if insufficient funds are available to meet expenditure commitments on the tenements. In the jurisdictions in which the Company operates or will operate in the future, both the conduct of operations and the steps involved in acquiring title to, or interests in, tenements involve compliance with numerous procedures and formalities. It is not always possible to comply with, or obtain waivers from, all such requirements, nor is it always clear whether requirements have been properly completed, or possible or practical to obtain evidence of compliance. In some cases, failure to follow such requirements or obtain relevant evidence may call into question the validity of the actions taken or cause loss of title to tenure.

Further, tenements, once granted, are subject to periodic renewal. There is no guarantee that current or future tenement renewals will be approved. Renewal of the term of a granted tenement is at the discretion of the relevant government authority and may include additional or varied expenditure or work commitments or compulsory relinquishment of the areas comprising the Company’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company. There is a risk that Tenements may not be renewed or that any additional tenements applied for from time to time by the Company may not be granted. Both of the Tenements which comprise the Yerecoin Project expire within 12 months of the date of this Prospectus. Novarange will need to obtain a renewal of those Tenements or apply to have all or part of the Project area converted to mining leases to maintain its Project tenure. There can be no guarantee that such renewal or conversion will be approved. If Novarange is unable to secure the renewal or conversion of one or both of the Tenements which will impact its exploration plans for the Project and may adversely impact the Company and/or the value of Shares.

8.4 Exploration and Appraisal Risk

Exploration is a high-risk undertaking. The Company does not give any assurance that exploration of the Project or any future projects the Company may acquire an interest in will result in exploration success. Exploration programmes may or may not be successful, may cause harm to employees or contractors, and may incur cost overruns if not carefully managed. There is a significant risk for the Company of the proposed exploration activity being unsuccessful and not resulting in the discovery of a viable mineral resource. Mineral exploration by its nature is a high-risk activity and there can be no guarantee of success in the project areas where the Company holds interests in tenements. Whilst the Directors will make every effort to reduce this risk, the fact remains that the discovery and development of a commercially viable resource is the exception rather than the rule.

The Company is engaged in early-stage exploration and appraisal activities. There is a risk that these activities will not result in the discovery of commercially extractable mineral deposits. Furthermore, no assurances can be given that if commercially viable mineral deposits are discovered, these will be able to be commercialised as intended, or at all. Whether positive income flows ultimately result from exploration and development expenditure incurred by the Company is dependent on many factors including successful exploration, establishment of production facilities, cost control, commodity price movements, successful contract negotiations for production and stability in the local political environment.

8.5 Nature of Mineral Exploration and Mining

The business of mineral exploration, development and production is subject to a high level of risk. Mineral exploration and development requires large amounts of expenditure over extended periods of time with no guarantee of revenue, and exploration and development activities may be impeded by circumstances and factors beyond the Company’s control. There can be no assurances that exploration and development at the Project, or any other projects in which the Company may acquire an interest in the future, will result in the discovery of mineral deposits which are capable of being exploited economically. Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited. Whether a mineral deposit will be commercially viable depends on a number of factors. The combination of these factors may result in the Company expending significant resources (financial and otherwise) on tenements without receiving a return. There is no certainty that expenditures made by the Company towards the search and evaluation of mineral deposits will result in discoveries of an economically viable mineral deposit.

The Company has relied on and may continue to rely on consultants and others for mineral exploration and exploitation expertise. The Company believes that those consultants and others are competent and that they have carried out their work in accordance with internationally recognised industry standards. However, if the work conducted by those consultants or others is ultimately found to be incorrect or inadequate in any material respect, the Company may experience delays or increased costs in exploring or developing its tenements.

8.6 No Profit to Date and Limited Operating History

Having been incorporated on 29 October 2020, the Company has limited operating history. The Company has incurred operating losses since its incorporation and does not have a significant history of business operations. It is therefore not possible to evaluate the Company’s prospects based on past performance. No assurance can be given that the Company will achieve commercial viability through the successful exploration and/or mining of the Yerecoin Project, or any tenements which are subsequently applied for or acquired by the Company. Unless and until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses. There can be no certainty that the Company will achieve or sustain profitability, achieve or sustain positive cash flow from its operating activities or identify a mineral deposit which is capable of being exploited economically or which is capable of supporting production activities.

8.7 Contractual Risk

The ability of the Company to achieve its business objectives will depend on the performance by the Company and counterparties of their contractual obligations. If any party defaults in the performance of its obligations under a contract, it may be necessary for either party to approach a court to seek a legal remedy, which could be costly for the Company. The operations of the Company also require the involvement of a number of third parties, including consultants, contractors and suppliers. For example, the Company relies on third parties to perform contractual obligations, such as pursuant to the Acquisition Agreement and Shareholders Agreement. There are risks of non-performance or breach by counterparties or by the Company (or its subsidiaries) in relation to contractual obligations and the possibility of future disputes, any of which may adversely impact the Company and the value of Shares. Financial failure, default or contractual non-compliance on the part of third parties may have a material impact on the Company’s operations and performance. It is not possible for the Company to predict, or protect the Company against, all such risks.

As at the date of this Prospectus, Burley will not acquire an interest in the Project (by way of obtaining an interest in Novarange) until all of the relevant conditions precedent in the Acquisition Agreement have been satisfied, which includes Burley receiving conditional approval for its admission to the Official List. As such Burley has not yet acquired an interest in Novarange, which 100% owns the Yerecoin Project, as at the date of this Prospectus. Burley is not the registered owner of the Tenements comprising the Project, details of which are set out in Section 7 and the Solicitors’ Report on Tenements in Section 10, which will continue to be held by Novarange, the total issued capital of which the Company will acquire a 70% interest in, under the Acquisition Agreement. The Acquisition Agreement must be lodged with the Western Australian Office of State Revenue for the assessment of duty and stamping.

The Company’s ability to achieve its objectives and maintain its interest in the Project and the Tenements, and in any tenements in which Burley may acquire an interest in the future, is dependent upon it (or where Burley is not the registered owner of those tenements, the holder of the relevant tenements) complying with all the terms and conditions of the Tenements or of the future tenements it may acquire and any other relevant legislation. Any failure to comply with these obligations may result in the Company not being able to maintain an interest in the Tenements which may have a material adverse effect on the Company’s operations and performance and the value of the Shares.

The Company has no current reason to believe that the registered owner of the Yerecoin Project, and the Vendors, will not meet and satisfy their obligations under the Acquisition Agreement or the Shareholders Agreement.

8.8 Operational Risks

The operations of the Company may be affected by various factors that are beyond the control of the Company, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration or mining, operational and technical difficulties encountered in exploration, development or mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated

metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages, delays in procuring, or increases in the costs of consumables, spare parts, plant and equipment, fire, explosions and other incidents beyond the control of the Company. These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. These factors are substantially beyond the control of the Company and, if they eventuate, may have an adverse effect on the financial performance of the Company.

8.9 Land Access Risk

The Tenements overlie private land. The Company requires access agreements to be agreed and executed with respective landowners in order to perform work on the Tenements. Inability to agree on an access agreement with a landowner on a Tenement will inhibit the Company’s ability to execute its exploration program, or delay the timing of the Company’s exploration program. Novarange has agreed to be bound by access agreements entered into by previous owners of the Tenements. However, in the event that access is not obtainable at any particular location, the Company will redirect exploration expenditures to areas where access is available.

8.10 Native Title and Aboriginal Heritage Risk

The Tenements are subject to native title and may be subject to future native title applications. This may preclude or delay granting of exploration and mining tenements or the ability of the Company to explore, develop and/or commercialise the Tenements. Considerable expenses may be incurred negotiating and resolving issues, including any compensation agreements reached in settling native title claims lodged over any of the mining tenements held or acquired by the Company.

In addition, determined native title holders may seek compensation under the Native Title Act for the impacts of acts affecting native title rights and interests after the commencement of the Racial Discrimination Act 1975 (Cth) on 31 October 1975.

The State of Western Australia has passed liability for compensation for the impact of the grant of mining tenements under the Mining Act onto mining tenement holders pursuant to section 125A of the Mining Act. Outstanding compensation liability will lie with the current holder of the Tenements at the time of any award of compensation pursuant to section 125A of the Mining Act or, in the event there is no holder at that time, the immediate past holder of the relevant Tenement(s).

Compensation liability may be determined by the Federal Court or settled by agreement with native title holders, including through ILUAs (which have statutory force) and common law agreements (which do not have statutory force). At this stage, the Company is not able to quantify any potential compensation payments, if any.

The presence of Aboriginal sacred sites and cultural heritage artefacts on the Tenements is protected by Western Australian and Commonwealth laws. Any destruction or harming of such sites and artefacts may result in the Company incurring significant fines and court injunctions. The existence of such sites may limit or preclude exploration or mining activities on those sites, which may cause delays and additional expenses for the Company in obtaining clearances. However, in the event that access is not obtainable at any particular location, the Company will redirect exploration expenditures to areas of the Projects where access is available.

8.11 Equity Market Conditions

Shares listed on ASX, or any other securities market, and in particular securities of small companies engaged in exploration activities, can experience extreme price and volume fluctuations that are often unrelated to the operating performances of such companies. The market price of securities may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. These security market conditions may affect the value of the Shares regardless of the Company's operating performance.

8.12 Environmental Risks

The minerals and mining industry has become subject to increasing environmental regulations and liability. The potential for liability is an ever-present risk. The operations and proposed activities of the Company are subject to State and Federal laws, regulations and permits concerning the environment. If such laws are breached or modified, the Company could be required to cease its operations and/or incur significant liabilities including penalties, due to past or future activities. As with most exploration operations, the Company’s activities are expected to have an impact on the environment. It is the Company’s intention to conduct its activities to an appropriate standard of environmental obligation, including in compliance in all material respects with relevant environmental laws. Nevertheless, there are certain risks inherent in the Company’s activities which could subject the Company to extensive liability. The cost and complexity in complying with the applicable environmental laws and regulations may affect the viability of potential developments of the Company's projects, and consequently the value of those projects, and the value of the Company's assets. It may be required for the Company to conduct baseline environmental studies prior to certain exploration or mining activities, so that environmental impact can be monitored and minimised wherever possible. Whilst the Company is not aware of any endangered species of flora or fauna at this point, only limited studies have been done to date, and such a discovery could prevent exploration and mining activity in certain areas.

8.13 Climate Change Risks

The activities and operations of the Company are subject to laws and regulations (and any changes to them) related to climate change mitigation efforts, specific taxation or penalties for carbon emissions or environmental damage and other possible restraints on the mining industry that may adversely impact on the Company, its financial performance and the value of Shares. There can be no guarantee that the Company will not be impacted by these matters. Climate change may also cause certain physical or environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns, incidence of extreme weather events and longer-term physical risks such as shifts in climate patterns. All of these risks associated with climate change may significantly change the mining industry in which the Company operates.

8.14 Reliance on Key Personnel

The Company’s key personnel consists of two non-executive Directors, a Managing Director and a Company Secretary. Responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its Board. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these personnel leave the Company.

8.15 Future Capital Requirements

Mineral exploration companies do not generally generate cash revenue. Accordingly, the Company may be required to raise new equity capital or access debt funding. There can be no assurance as to the levels of future borrowings or further capital raisings that will be required to meet the aims of the Company to explore and develop the Yerecoin Project or otherwise for the Company to undertake its business. No assurance can be given that the Company will be able to procure sufficient funding at the relevant times on terms acceptable to it. Any additional equity financing will dilute the holdings of the existing Shareholders at that time, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is no guarantee that the Company will be able to secure any additional funding or be able to secure funding on favourable terms.

8.16 Commodity Prices and Exchange Rates Risks

Commodity prices (including Iron Ore, Copper, Nickel and PGE) are influenced by physical and investment demand. Fluctuations in commodity prices relevant to the Company may influence the exploration and development activity of the Company. If the Company achieves exploration success leading to mineral production, the revenue it will derive through the sale

of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Fluctuating commodity prices may impact the Company’s project development plans and activities, including its ability to fund those activities. The Company cannot provide any assurance as to the prices it will achieve for any mineral commodities it produces (if any). Any substantial decline in the price of those commodities or substantial rise in transport or distribution costs may have a material adverse effect on the Company and the value of the Shares. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the capital raising pursuant to the Offer and expenditure of the Company are, and will be, taken into account in Australian dollars, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets. The exchange rate is affected by numerous factors beyond the control of the Company, including international markets, interest rates, inflation and the general economic outlook.

8.17 No Dividends

The Company has never paid a dividend and does not currently intend to pay any dividends while it has no income. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company. Furthermore, the Company may be subject to contractual restrictions on, or prohibitions against, the payment of dividends from time to time.

8.18 Regulation Risk

Adverse changes in Western Australian or Commonwealth government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, state border access and mining and exploration activities of the Company. The current system of exploration and mining permitted in Western Australia may change resulting in impairment of rights and possibly expropriation of the Company's properties without adequate compensation. Increased royalties or any other changes to the royalty regime could result in higher operating costs for the Company and may have an adverse effect on the Company's business, results, financial condition and prospects.

8.19 Litigation Risk

Legal proceedings may arise from time to time in the course of the Company's activities from parties such as suppliers, native title parties, pastoralists and other landholders, contractors, joint venture parties, customers, regulatory agencies, environmental groups and/or investors. There have been a number of cases where the rights and privileges of mining and exploration companies have been the subject of litigation. The Directors cannot preclude that such litigation may be brought against the Company or one of its subsidiaries in the future from time to time.

8.20 New Projects and Acquisitions Risk

The Company may make acquisitions in the future as part of future growth plans (although no such new projects have been identified as at the date of this Prospectus). There can be no guarantee that any new project acquisition or investment will eventuate from these pursuits, or that any acquisitions will result in a return for Shareholders. Such acquisitions may result in the use of the Company’s cash resources and/or the issuance of equity securities, which will dilute Share holdings.

8.21 Liquidity Risk

A portion of the current Shares on issue prior to the completion of the Offer (which current Shares constitutes approximately 18% of the total Shares on issue on completion of the Offer on an undiluted basis) are likely to be classified as restricted securities by the ASX and therefore be escrowed. The Company expects that there will be 4,200,000 Shares at completion of the Offer that will be subject to escrow for a period of 12 months from the date of issue of those Shares, being 11 November 2020, and 22,850,000 Shares that will be escrowed for 24 months from the date of Quotation. On an undiluted basis at Completion,

the Shares escrowed for 12 months will represent 6.8% of the total Shares on issue and the Shares that will be escrowed for 24 months from the date of Quotation will represent 37.1% of the total Shares on issue.

This may cause a liquidity risk for the Shares given a large percentage of the Shares may not be traded for up to 24 months from Quotation. Furthermore, there is no guarantee that there will be an ongoing liquid market for Shares.

8.22 COVID-19 Risks

The global economic outlook is facing continuing uncertainty due to the current COVID-19 pandemic, which has been having, and will likely continue to have, a significant impact on global capital markets, commodity prices and foreign exchange rates. The likelihood and severity of any potential impacts are however very difficult to predict. To date, the COVID19 pandemic has not had any impact on the Company’s operations, however, any infections on site or otherwise affecting the Company could result in delays or suspensions of the Company's operations. Governmental measures in Australia and overseas to limit the transmission of the virus (such as travel bans and quarantining) may, in addition to the general level of economic uncertainty caused by the COVID-19 pandemic, also adversely impact the Company’s operations.

8.23 Dilution Risk from Options and Performance Securities

There will be 10,000,000 Options on issue at Completion as well as Performance Securities on issue at Completion that could convert into up to 30,000,000 Shares on a fully diluted basis. This would mean the Shares offered under this Prospectus at Completion would represent only 29.6% of the fully diluted Shares on issue at Completion rather than 48.8% on an undiluted basis at Completion. Potential investors should consider this dilution risk before deciding whether to invest in Company.

GENERAL RISKS

The general risks which the Directors consider are associated with an investment in the Company are:

8.24 Commercial Risk

The mining industry is competitive and there is no assurance that, even if commercial quantities of minerals are discovered by the Company on the Project, or future projects it may acquire an interest in, a profitable market will exist for sales of such minerals. There can be no assurance that the quality of any such minerals will be such that they can be mined economically.

8.25 Insurance Risks

Exploration for and development of minerals involves hazards and risks that could result in the Company incurring losses or liabilities that could arise from its operations. If the Company incurs losses or liabilities which are not covered by its insurance policies, the funds available for exploration and development will be reduced and the value and/or title to the Company’s assets may be at risk.

The Company intends to insure its operations in accordance with industry practice. However in certain circumstances the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.

Insurance against all risks associated with mining exploration and production is not always available and, where available, the costs can be prohibitive or not adequate to cover all claims.

8.26 Access to Infrastructure

If the Company progresses to production there is no guarantee that appropriate and affordable road, rail and or port capacity will be available, which could have an adverse effect on the Company. In the event of production the Company will also require the use of both power and water infrastructure. In the event that there is high demand for and limited access to power and water access there is a risk that the Company may not be able to procure such access which could have an adverse effect on the Company.

8.27 General Economic Conditions

General economic conditions, introduction of tax reform, new legislation, the general level of activity within the resources industry, movements in interest and inflation rates and currency exchange rates may have an adverse effect. Changes in the general economic climate in which Company operates may adversely affect the financial performance of Company and on the Company’s exploration, development and possible production activities, as well as on its ability to fund those activities both in Australia and overseas. Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Company, include, but not are but not limited to:

(a) general economic conditions;
(b) the general level of activity within the resources industry.
(c) changes in/introduction of Government policies, taxation and other laws;
(d) the strength of the equity and share markets in Australia and throughout the world;
(e) movement in, or outlook on, exchange rates, interest rates and inflation rates;
(f) industrial disputes in Australia and overseas;
(g) changes in investor sentiment toward particular market sectors;
(h) increases in expenses (including the cost of goods and services used by the Company);
(i) financial failure or default by an entity with which the Company may become involved in a contractual relationship; and
(j) natural disasters, social upheaval or war.

8.28 Share Market Conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(a) general economic outlook;
(b) the introduction of tax reform or other new legislation (such as royalties);
(c) interest rates and inflation rates;
(d) currency fluctuations;
(e) changes in investor sentiment toward particular market sectors in Australia and/or overseas (such as the exploration industry or iron ore, copper, nickel and/or platinum group elements sector within that industry);
(f) the demand for, and supply of, capital; and
(g) terrorism or other hostilities.

The market price of the Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular, which influences are beyond the Company’s control and which are unrelated to the Company’s performance. Neither the Company nor the Directors warrant the future performance of the Company or the Shares and subsequently any return on an

investment in the Company. Shareholders who decide to sell their Shares after the Listing Date may not receive the entire amount of their original investment.

8.29 Volatility in Global Credit and Investment Markets

Global credit, commodity and investment markets have recently experienced a high degree of uncertainty and volatility. The factors which have led to this situation have been outside the control of the Company and may continue for some time resulting in continued volatility and uncertainty in world stock markets (including the ASX). This may impact the price at which the Shares trade regardless of operating performance and affect the Company’s ability to raise additional equity and/or debt to achieve its objectives, if required.

8.30 Unforeseen Expenditure Risk

Expenditure may need to be incurred that has not been considered in this Prospectus. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred this may adversely affect the expenditure proposals and activities of the Company, as the Company may be required to reduce the scope of its operations and scale back its exploration programmes. This could have a material adverse effect on the Company’s activities and the value of the Shares.

8.31 Accounting Standards

Changes to any applicable accounting standards or to any assumptions, estimates or judgments applied by management in connection with complex accounting matters may adversely impact the Company’s financial statements, results or condition.

8.32 Taxation Risk

The acquisition and disposal of Shares will have tax consequences which will differ for each investor depending on their individual financial circumstances. All potential investors in the Company are urged to obtain independent financial advice regarding the tax and other consequences of acquiring Shares. To the maximum extent permitted by law, the Company, its officers, and its advisers accept no liability or responsibility with respect to any tax consequences of applying for or being allotted, Shares offered under this Prospectus.

9. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

9.1 Directors

Gary Powell B App Sci (Geology), AIG, AusIMM

Chief Executive Officer and Managing Director

Mr Powell was appointed to the Board of Directors upon incorporation on 29 October 2020.

Mr Powell is an experienced geologist and mining executive with more than 35 years’ extensive experience in the mineral resources industry, ranging from grass roots exploration, feasibility studies and mining operations.

Mr Powell is a member of the Australian institute of Mining and Metallurgy and the Australasian Institute of Geoscientists and has worked for various companies with properties in Australia, Southeast Asia and Central Asia. Early successes include leading the team in the discovery of the Genesis and New Holland gold deposits in the early 1990s, which mines are currently operated by Gold Fields’ Agnew operations.

Mr Powell was a co-founder and director of LSE: AIM listed company Metals Exploration plc, overseeing the development of the Runruno Gold Project located in the Philippines from exploration through to successful completion of a scoping study and is now an operating mine. Since 2010, Mr Powell was a non-executive director of Medusa Mining Ltd and more recently a non-executive director of Strickland Resources Ltd. Until recently, he provided business development services to ASX listed Red 5 Ltd which is in the process of developing the large +4Mtpa King of the Hills gold mine in the Eastern Goldfields of WA.

Mr Powell does not expect that his roles with other companies or other business activities will interfere with his ability to act as Managing Director.

Mr Bryan Dixon BCom CA AGIA ACG

Non-Executive Chairman

Mr Dixon has over 20 years’ experience in the mining sector and was Managing Director of Blackham Resources Ltd (now Wiluna Mining Corporation Ltd), a West Australian Gold Producer, until May 2019. Mr Dixon has extensive experience in the management of public listed companies, emerging resource companies and has been employed by an international accounting firm, Resolute Limited, and Archipelago Resources Plc. Mr Dixon specialises in mergers and acquisitions, feasibility, development, financing and operations of mining projects.

Mr Dixon is a Member both of the Governance Institute of Australia and the Institute of Chartered Accountants, has been with the Company since incorporation on 29 October 2020 and was appointed to the Board of Directors on 1 April 2021.

Mr Dixon does not expect that his roles with other companies or other business activities will interfere with his ability to act as Non-Executive Chairman.

Jeffrey Brill BEng (Hons)

Non-Executive Director

Mr Brill was appointed to the Board of Directors upon incorporation on 29 October 2020.

Mr Brill is a project manager well experienced in the mining and oil & gas sectors having executed projects in remote locations and operated in a variety of roles including Project Manager, Project Engineer, General Manager and Managing Director. Mr Brill has built project teams from the ground up to successfully execute a variety of projects and is an owner of engineering consultancy Avora Pty Ltd and environmental consultancy Ecologia Environmental Consultants Pty Ltd.

Mr Brill was previously Managing Director of Engenium, where he delivered numerous studies, project management, detailed design engineering and full EPCM services to the mining industry. Engenium’s client list included Atlas Iron and BC Iron as they fast-tracked themselves into production, as well as blue chip miners including BHP, Rio Tinto and FMG.

Mr Brill does not expect that his roles with other companies or other business activities will interfere with his ability to act as Non-Executive Director.

9.2 Company Secretary

Lisa Wynne BBus CAANZ FGIA ACG

Ms Wynne has a Bachelor Business and is a Fellow of the Governance Institute of Australia and a Member of the Institute of Chartered Accountants. Her experience includes over 15 years of board level experience across the commercial sector with a particular focus on the finance, accounting, corporate services, technology, and resources industries across ASX and TSX listed companies. Her background includes roles as a Non-Executive Director for Dempsey Minerals Limited responsible for strategic governance and operational planning, and as Director and Owner of Blue Horse Corporate and Sila Consulting.

9.3 Disclosure of Directors’ Interests

Directors are not required under the Constitution to hold any Securities. As at the date of this Prospectus and as at Completion, the Directors have Relevant Interests in Securities as follows:

Director	No. of	No. of	No. of	Percentage of	Percentage of
	Shares4	Options	Options	Shares Held	Shares Held
		$0.30	$0.45	at Date of	at Completion
		exercise	exercise	Prospectus
		price5	price5
Gary Powell1	1,144,532	2,250,000	2,000,000	10.4%	1.9%
Bryan Dixon2	932,422	2,000,000	Nil	8.5%	1.5%
Jeffrey Brill3	594,531	1,250,000	Nil	5.4%	1.0%

1 Mr Gary Powell directly holds Shares and Options. Mr Powell holds 2,250,000 Options exercisable at $0.30 per Share on or before the date that is two (2) years from Admission and 2,000,000 Options exercisable at $0.45 per Share on or before the date that is three (3) years from Admission. Refer to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity.

2 Mr Bryan Dixon holds Shares and Options through Warrior Strategic Pty Ltd, an entity in which Mr Dixon is a director and shareholder, as trustee for the Warrior Strategic Trust and Shares in the Company through Warrior Finance Pty Ltd, an entity in which Mr Dixon is a director and shareholder, as for trustee of the Warrior Super Fund. The Options are exercisable at $0.30 per Share on or before the date that is two (2) years from Admission. Refer to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity.

3 Mr Jeffrey Brill holds Shares and Options as trustee for the Minx Super Fund. The Options are exercisable at $0.30 per Share on or before the date that is two (2) years from Admission. Refer to Section 9.5 for the number and allocation of Shares and Options issued as remuneration to, or subscribed for or acquired by, each Director or their associated entity.

4Refer to section 15.5(a) for a summary of the material rights and liabilities attaching to Shares.

5Refer to Section 15.5(b) for the terms and conditions of the Options.

The above table assumes that no existing Director or any associate subscribes for and is allotted additional Shares pursuant to the Offer and that none of the Options will have been exercised at completion of the Offer.

Former Director, Mr George Bauk (who resigned from office on 23 April 2021), or his associated entity currently holds 244,531 Shares and 250,000 Options exercisable at $0.30 per Share on or before the date that is two (2) years from Admission. 500,000 Shares and 1,000,000 Options were issued to him as part of his Non-Executive Directors’ Agreement and 144,531 Shares subscribed for in capital raisings undertaken by the Company prior to

the date of this Prospectus, on terms identical to other Shareholders who participated in those capital raisings. During April 2021, Mr Bauk’s associated entity sold 400,000 Shares and 750,000 Options to the current Directors.

9.4 Director Disclosures

No Director has been the subject of any disciplinary action, criminal conviction, personal bankruptcy or disqualification in Australia or elsewhere in the last 10 years, which is relevant or material to the performance of their duties as a Director or which is relevant to an investor’s decision as to whether to subscribe for Shares.

No Director has been an officer of a company that has entered into any form of external administration as a result of insolvency during the time that they were an officer or within a 12-month period after they ceased to be an officer.

9.5 Agreements with Directors or other Related Parties

Details of agreements between the Company and related parties of the Company are set out below. The Board considers that the agreements between the Company and each Director under which the Directors or their associated entities receive remuneration including Shares and Options for their services to the Company as an officer, employee or consultant did not require Shareholder approval as such remuneration is reasonable in the parties’ circumstances in accordance with section 211 of the Corporations Act. Shareholder approval was not sought prior to entering into the agreements with the related parties of the Company as the Board considered that the benefits under the agreements were reasonable in the circumstances if the parties were dealing at arms’ length in accordance with section 210 of the Corporations Act. Each Director is also entitled to reimbursement for reasonable expenses properly incurred whilst undertaking their respective duties. Directors are subject to the provisions of the Constitution relating to retirement by rotation and re-election of directors.

A part of the Directors’ holdings of Securities were issued to them as part of their remuneration agreements as set out below. In addition, each Director applied for and was issued or acquired Shares in capital raisings conducted by the Company prior to the date of this Prospectus in November 2020 and April 2021 by the placement of Shares at $0.08 and $0.16 per Share respectively. The Shares were subscribed for and issued or acquired by the Directors on terms identical to other Shareholders who participated in those capital raisings. Accordingly, the Board considered that the issue of the Shares to Directors would be reasonable in the circumstances if the parties were dealing at arms’ length in accordance with section 210 of the Corporations Act. Each Director acquired 250,000 Options (exercisable at $0.30 per Share on or before the date that is two (2) years from Admission), and both Mr Dixon and Mr Brill’s associated entities acquired 200,000 Shares each from former Director, Mr George Bauk, during April 2021. Refer to this Section 9.5 below for further details of Directors’ interests. Please refer to Section 15.2(a) for a summary of the material rights and liabilities attaching to Shares and Section 15.2(b) for the full terms and conditions of the Options.

The Board considers there are no additional risks to the Company as a result of the Director and related party agreements described in this Section 9.5.

The Company has a Code of Conduct it observes when entering into related party transactions, a summary of which is set out in Section 9.6(e). The Company’s policy in respect of related party arrangements is:

take all reasonable steps to avoid actual, potential or perceived conflicts of interest;
disclose any conflicts of interest which may exist or might reasonably be thought to exist to the Chairman or Company Secretary; and
abstain from participating in any discussion or voting on matters in which they have a material personal interest, except as permitted by the Constitution of the Company or by the Corporations Act.

CEO and Managing Director Executive Agreement

The Company has entered into an agreement with Mr Gary Powell with respect to his position as Chief Executive Officer and Managing Director of the Company ( Executive Agreement ). The Agreement will commence on the date of Listing.

The Executive Agreement contains terms and conditions considered standard for an agreement of this nature. The material terms and conditions of the Executive Agreement are as follows:

(a) Mr Powell will be responsible for performing all duties consistent with those of a Chief Executive Officer and Managing Director of a publicly listed company.
(b) Mr Powell’s annual remuneration package under the Executive Agreement is $250,000 (excluding GST and inclusive of mandatory superannuation contributions). In addition Mr Powell is entitled to and has been issued the following Shares and Options:
1,000,000 Shares;
2,000,000 Options exercisable at $0.30 per Share on or before the date that is two (2) years from Admission; and
2,000,000 Options exercisable at $0.30 per Share on or before the date that is two (2) years from Admission.
(c) The Company will review the remuneration payable to Mr Powell under the Executive Agreement on a six monthly basis.
(d) There are express provisions protecting the Company’s confidential information and intellectual property;
(e) Mr Powell may terminate the Executive Agreement by providing:
written notice of one month to the Company if the Company is subject to a takeover bid made under Chapter 6 or a scheme of arrangement under Part 5.1 of the Corporations Act;
by giving the Company not less than two (2) weeks’ prior written notice at any time within the six (6) month period following the occurrence of a material diminution in duties, upon such termination, be entitled to payment in lieu of six months’ notice, subject always to any applicable laws including any limitations under the Corporations Act or the Listing Rules of ASX; or
otherwise, written notice of three months to the Company.
(f) The Company may terminate the Executive Agreement by as follows:
(i) If Burley provides notice within three months of a change in control, a six month notice period will apply, subject always to any applicable laws including any limitations under the Corporations Act 2001 (Cth) (“Corporations Act”) or the Listing Rules of ASX;
(ii) Without notice or payment in lieu of notice if Mr Powell engages in any conduct that warrants summary dismissal by the Company pursuant to the terms and conditions of the Executive Agreement; or
(iii) Otherwise, written notice of three months or payment in lieu to Mr Powell.

Non-Executive Director Agreements

The Company has entered into agreements with each of Mr Bryan Dixon (as Non-Executive Chairman) and Mr Jeffrey Brill (as Non-Executive Director) (each a Non-Executive Director ), in relation to their provision of services to the Company ( Non-Executive Director Agreements ). The Non-Executive Director Agreements contain terms and conditions considered standard for agreements of this nature, including in relation to confidential information, intellectual property and disclosure of interests.

An annual fee inclusive of mandatory superannuation contributions but excluding GST will be paid to each of the Non-Executive Directors as follows:

30,000 per annum payable to Mr Dixon from 1 April 2021 increasing to $70,000 per annum from the Listing Date; and
$20,000 per annum from 1 December 2020 payable to Mr Brill increasing to $40,000 per annum from the Listing Date.

In addition the Non-Executive Directors are entitled to and have been issued the following Shares, Options and one off fees:

Mr Brill - 250,000 Shares and 1,000,000 Options exercisable at $0.30 per Share on or before the date that is two (2) years from Admission.
Mr Dixon - a fee of $50,000 plus GST to be paid three (3) months after the Listing Date. An associated entity of Mr Dixon, Warrior, is entitled to and has been issued, as partial payment for services, 2,500,000 Options exercisable at $0.30 per Share on or before the date that is two (2) years from Admission.

No additional retirement or termination payment will be made on termination of the NonExecutive Director Agreements.

In the 24 months preceding the date of this Prospectus, former Director Mr George Bauk or his associated entities has received Director fees of $7,500 including mandatory superannuation contributions.

Consultancy Agreement

In November 2020, the Company engaged Warrior Strategic Pty Ltd ( Warrior ) an associated entity of Director, Mr Bryan Dixon, to provide company secretarial, financial and investor relations services to the Company ( Consultancy Agreement ). Warrior provides consulting services to junior exploration and mining companies. For these services the Company has agreed to pay a total of $65,000 until the end of February 2021 and thereafter a fee of $5,000 per month. Additional fees may be charged by Warrior to the Company for any additional services at normal commercial rates. Company Secretary, Ms Lisa Wynne, provides company secretarial services to the Company under this Consultancy Agreement.

The Company or Warrior may terminate the engagement on one month’s written notice.

Under its engagement by the Company, Warrior (or its nominees) is entitled to and has been issued, as partial payment for services provided, 2,500,000 Options exercisable at $0.30 per Share on or before the date that is two (2) years from Admission.

The Company agrees not to make any claim against Warrior or its directors, employees or agents arising out of the Consultancy Agreement (except where arising from gross negligence or wilful misconduct) and indemnifies Warrior for losses suffered in carrying out the Consultancy Agreement (except where there has been gross negligence or wilful misconduct).

Directors’ and Officers’ indemnity, insurance and access deeds

The Company has entered into an indemnity, insurance and access deed ( Deed ) with each Director and the Company Secretary under which the Company indemnifies each Director and the Company Secretary to the extent permitted by law against any liability arising as a result of the Director or the Company Secretary acting in their capacity as an officer of the Company ( Officer ). Until the later of seven (7) years after the date the Officer ceases to be an Officer or the date all claims commenced before that seven (7) year period have been finally resolved and no appeal is possible ( Access Period ) the Company must maintain insurance policies insuring the Directors against liability incurred in connection with their office to the maximum extent permitted by law on terms considered reasonable by the Company. During the Access Period the Company must maintain and provide the Officer with access to certain documents.

Shareholder approval was not sought prior to entering into each Deed as the Board considered that the Deed confers benefits that are reasonable in the circumstances of the parties in accordance with section 211 of the Corporations Act. The Board considers that there are no additional risks to the Company as a result of each Deed.

The Deed also contains additional provisions which are considered usual in agreements of this type.

Directors’ Deeds of Notifiable Interests

The Company must disclose to ASX at certain times details of Directors’ interests in Securities and in contracts relevant to Securities. The Company is also obliged to make arrangements with its Directors to ensure that Directors disclose to it all relevant information in a timely manner. The Company has entered into a Deed of Notifiable Interests with each of the Directors under which each of the Directors agree to provide such information to the Company in a timely manner.

9.6 Corporate Governance

The primary responsibility of the Board is to represent and advance Shareholders’ interests and to protect the interests of stakeholders. To fulfil this role the Board is responsible for the overall corporate governance of the Company. The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability.

The Board has adopted the corporate governance policies summarised below. Copies of the policies are available in full on the Company’s website at www.burleyminerals.com.au. As the Company’s activities increase in size, scope and/or nature, the Company’s corporate governance policies will be reviewed by the Board and amended as appropriate.

(a) Board of Directors

To the extent they are appropriate, having regard to the Company’s circumstances, the Company has adopted the Corporate Governance Principles and Recommendations (4th Edition) as published by the ASX Corporate Governance Council ( Recommendations ).

The responsibilities of the Board include:

protection and enhancement of Shareholder value;
formulation, review and approval of the objectives and strategic direction of the Company;
monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results;
approving all significant business transactions including acquisitions, divestments and capital expenditure;
ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;
the identification of significant business risks and ensuring that such risks are adequately managed;
the review of performance and remuneration of executive Directors and key staff;
the establishment and maintenance of appropriate ethical standards; and
evaluating and, where appropriate, adopting with or without modification the Corporate Governance Principles and Recommendations.

The Company has considered the Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with those guidelines.

The Company seeks to follow the Recommendations where appropriate for its size and operations. In cases where the Company determines it would be inappropriate to follow

the Recommendations due to its circumstances, the Company will provide reasons for that in its annual report.

The Board will consider on an ongoing basis its corporate governance procedures and whether they are sufficient given the Company’s circumstances including its nature of operations and size.

(b) Board Charter

A written charter has been adopted by the Board (Charter) to provide a framework for the effective operation of the Board. The Charter dictates the Board’s composition, role and responsibilities. The Charter also governs the relationship between the Board, management and persons to whom the Board has delegated its authority.

The Charter, which among other things, requires the Board to:

( budgets and expenditure ): approve, evaluate and monitor major capital expenditure, capital management, budgets and all major transactions, including the issue of Securities;
( disclosures ): oversee the Company’s continuous disclosure process and compliance with the Company’s Continuous Disclosure Policy;
( leadership ): provide leadership to the Company and set strategic objectives or direction;
( performance ): oversee the Company’s performance, including management’s implementation of the strategic objectives set by the Board;
( appointment of executives ): attend to and manage the appointment of a Chairman, CEO and senior executives of the Company;
( remuneration ): review and approve the Company’s remuneration framework;
( risk management ): ensure that the Company has adopted an appropriate risk management framework;
( accounting ): oversee the integrity of the Company’s accounting and corporate reporting systems, including all external audits;
( governance policies ): adopt, review and evaluate the Company’s governance policies and procedures; and
( dividends ): determine the Company’s dividend policy, including the amount and timing of all dividend payments.

The CEO will conduct or otherwise oversee the management function as directed by the Board. Management must promptly supply the Board with all required information that is in a form and of a quality to allow the Board to effectively discharge its duties. The Board collectively, and any individual Director (with the Chairman’s approval), is permitted to seek independent professional advice, at the Company’s expense.

(c) Director Selection Procedure

The Board will ensure that it has the appropriate range and expertise to properly fulfil its responsibilities having regard to the Board Skills Matrix.

(d) Board Committees

From time to time, the Board may establish committees to which the Board may delegate its responsibilities. The Board does not currently have any committees but proposes to establish both an Audit and Risk Committee, and a Remuneration and Nomination Committee, at such time as the Board determines, having regard to the size of the Company and the nature of its operations. The Board will appoint members to the committees based on the needs of the Company, any regulatory or statutory requirements and the knowledge, skill and experience of the members.

Having regard to the ASX Listing Rules and other relevant laws, the Board has adopted committee charters for the Audit and Risk Committee, and the Remuneration and Nomination Committee, pursuant to which the Board will carry out the functions and responsibilities of each of those committees until such time as they are established. These charters are summarised as follows:

Audit and Risk Committee Charter

This charter sets out the role, authority, responsibilities, composition and procedural requirements of the Audit and Risk Committee. The committee’s functions are to assist the Board in fulfilling its responsibilities with respect to the Company’s:

financial reports;
financial reporting systems and processes;
risk management, including preparation of a risk management framework;
compliance processes, including development of a compliance framework;
internal controls; and
internal and external audit processes.

The charter sets out the procedural requirements for the committee and requires the committee to be of sufficient size, independence and technical expertise to discharge its functions effectively. The committee, in carrying out its functions, has the power to conduct investigations and retain expert advisers.

Remuneration and Nomination Committee Charter

This charter sets out the role, authority, responsibilities, composition and procedural requirements of the Remuneration and Nomination Committee. The committee’s functions are to assist the Board in fulfilling its responsibilities by reviewing and making recommendations with respect to:

remuneration of executive directors, and the Company’s senior executives;
remuneration of non-executive Directors;
remuneration of employees generally;
executive and employee performance evaluation;
the nomination and appointment of Directors; and
policies to promote diversity of representation and contribution to the Company, professional development and personnel management.

The charter sets out the procedural requirements for the committee and requires the committee to be of sufficient size, independence and technical expertise to discharge its functions effectively. The committee, in exercising its functions, has the power to retain expert advisers and conduct or authorise enquiries into any matters, including conducting checks of a candidate’s character.

(e) Corporate governance policies

The Company has adopted each of the policies that are summarised below, which have been prepared having regard to the ASX Recommendations. These policies are available on the Company’s website: www.burleyminerals.com.au

Code of Conduct

The Company values the importance of observing high standards of ethical corporate practice and business conduct, and accordingly, has adopted a formal code of conduct ( Code of Conduct ). The Code of Conduct must be adhered to by all Directors, advisors, officers, employees, consultants and contractors of the Company ( Personnel ). The Code of Conduct also sets out the consequences for breach of the code, including the possibility of disciplinary action or termination of employment.

The Code of Conduct requires as follows:

( compliance with laws ): Personnel must always comply with all laws and regulations;
( integrity ): all Personnel must act honestly, fairly, reasonably, respectfully and in good faith at all times and in the best interests of the Company;
( diversity ): Personnel must not engage in any form of discrimination, bullying, harassment, vilification and victimisation against other Personnel, shareholders, customers, clients, suppliers and competitors of the Company;
( assets and confidential information): Personnel must ensure that the Company’s confidential information remains confidential and is not used improperly. Employees must also ensure that the assets of the Company are used only for legitimate business purposes;
( conflicts of interest ): Personnel must avoid entering into any arrangement or participating in any activity that would conflict with the Company’s best interests or would be likely to negatively affect the Company’s reputation; and
( anti-bribery ): Personnel must comply with laws against bribery and corruption.

Securities Trading Policy

This policy is aimed to impose restrictions on Directors, officers, senior executives and employees (collectively, Restricted Persons ) of the Company dealing in the Company’s Securities. Ultimately, this policy aims to:

minimise risk of Restricted Persons contravening the laws against insider trading;
ensure that the Company meets its reporting obligations under the ASX Listing Rules; and
ensure transparency with respect to any trading of Shares by the Company’s Restricted Persons.

The policy requires that Restricted Persons should only deal in Shares if:

they do not possess any price-sensitive information that is not available to the general public; and
they have notified the Chairman, Board or Company Secretary (as applicable) that they intend to deal in the Shares and, in response to such notification, they do not receive any indication of any impediment to them doing so.

Restricted Persons will generally not be permitted to deal in Shares where there is pricesensitive information that has not yet been disclosed to the public due to an exception to the ASX Listing Rules.

All trading in Shares by Restricted Persons must be in accordance with this policy and generally will only be permitted during specified trading windows.

In certain circumstances (including circumstances of financial hardship of the Restricted Persons), the Chairman or CEO may waive the restrictions that ordinarily would apply to the Restricted Persons and allow them to deal in Shares outside of the trading windows, on the condition that the Restricted Persons do not possess any price-sensitive information not available to the general public. Restricted Persons must:

not communicate any price-sensitive information to a person who might deal in Shares, nor should they recommend or otherwise suggest to any person the buying or selling of Shares;
not, at any time, engage in short-term trading in Shares; and
not disclose confidential information of the Company to any unauthorised party.

The Company Secretary and Chairman must be notified immediately of any Restricted Persons buying or selling any Shares. If any person to whom this policy applies contravenes the policy, they may face disciplinary action, including summary dismissal.

Continuous Disclosure Policy

The Company has adopted a Continuous Disclosure Policy to ensure that it complies with its obligations under the Listing Rules and the Corporations Act and which sets out the requirements for notification and the procedures for disclosure. The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to, and communicating with, the ASX. All relevant information provided to the ASX will be posted on the Company’s website once the ASX confirms the announcement has been made, to ensure that the information is easily accessible.

Shareholder Communication Policy

The Company has adopted a Shareholder Communication Policy which outlines the processes through which the Company will endeavour to ensure effective communication with Shareholders and provide timely and accurate information to all Shareholders about the Company and its corporate strategies.

The Company supports Shareholder participation in general meetings. Mechanisms for enabling Shareholder participation will be reviewed regularly to encourage the highest level of Shareholder participation.

Risk Management Policy

The Board determines the Company’s risk profile and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal controls. The Company’s process of risk management and internal compliance and control includes continuously identifying and reacting to risks that might impact upon the achievement of the Company’s goals, formulating risk management strategies to manage identified risks and monitoring the performance of risk management systems and internal compliance and controls. A risk management register has been developed and provides a framework for systematically understanding and identifying the types of business risks threatening the Company as a whole, or specific business activities within the Company.

Performance Evaluation Practices

The Board has established processes to review its performance and the performance of individual Directors and committees of the Board annually. As part of the annual review of the performance of the Board, the appropriate size, composition and terms and conditions of appointment to and retirement from the Board are considered. The level of remuneration for non-executive Directors is considered with regard to practices of other public companies and the aggregate amount of fees approved by Shareholders. The Board also conducts an annual review of the Board which considers such factors as the appropriate criteria for Board membership collectively, interactions between the Board and management and particular goals and objectives of the Board for the next year.

Diversity Policy

The Board has adopted a Diversity Policy which sets out the Company's commitment to ensuring a diverse mix of skills and talent exists amongst its Directors, officers and employees, to contribute to the achievement of its corporate objectives. The Company considers diversity includes, but is not limited to, gender, age, experience, ethnicity and cultural background. The Company is committed to setting measurable objectives for attracting and engaging women at the Board level, in senior management and across the whole organisation. The Board is responsible for developing measureable objectives and strategies to meet its diversity objectives, and the Diversity Policy sets out the Company’s diversity strategies. The Board is also responsible for implementing, monitoring and reporting on the measureable objectives annually.

Privacy Policy

The Board appreciates the seriousness of ensuring personal information belonging to individuals is handled, stored and dealt with correctly to ensure it is properly protected. The Company has adopted a privacy policy, which sets out the manner in which the Company must collect, use and manage the personal information of individuals.

Under this policy, the Company has committed to not selling, trading or otherwise disclosing

personal information, other than:

to third parties as might be reasonably expected by the individual at the time of providing their personal information to the Company;
with the consent of the individual; or
as otherwise required by law.

Anti-Bribery and Corruption Policy

The Company is committed to maintaining a high standard of integrity and corporate governance. This policy outlines the responsibilities of the Company’s executive and nonexecutive Directors, officers, executives, employees, consultants, contractors and advisors in observing and upholding the Company’s position against bribery and corruption.

The policy sets out how the Company must deal with the following matters:

donations, gifts, corporate hospitality, political and charitable contributions;
investigations or enquiries into a suspected act of bribery or corruption related to the Company, false reports and investigations;
improper or unethical conduct;
dealings with government officials; and
consequences for breach of the policy.

Whistleblower Protection Policy

The Company is committed to the protection of individuals who disclose information concerning misconduct or an improper state of affairs or circumstances within the Company.

The Board has adopted a policy to protect whistleblowers, and to provide a safe and confidential environment for whistleblowers to raise concerns, without fear of reprisal and detrimental treatment. This policy dictates:

the persons eligible for protection as a whistleblower;
the protections that a whistleblower is entitled to; and
how disclosures made by whistleblowers will be handled by the Company.

Related Party Transactions and Conflicts of Interest Policy

This policy establishes a protocol for Directors and key management personnel (collectively, Key Management Personnel ) of the Company, which aims to avoid and minimise potential issues arising when Key Management Personnel are negotiating and entering into transactions with their related parties.

This policy requires:

Key Management Personnel to disclose all proposed or potential related party transactions to the Board before they are entered into;
related party transactions to be undertaken and negotiated on arm’s length terms or otherwise in compliance with Chapter 2E of the Corporations Act and the ASX Listing Rules;

where necessary, require an independent committee made up of the independent members of the Board to supervise negotiations and approve the related party transactions before they are entered into;
ensure the related party transaction is in the best interests of the existing shareholders of the Company; and
the negotiated terms of any related party transaction to be fair, reasonable and thoroughly documented.

Under the Corporations Act and the Company’s Code of Conduct, Key Management Personnel must avoid situations where their interests and the interests of the Company conflict. Amongst other requirements, Key Management Personnel are required to comply with the following:

take all reasonable steps to avoid actual, potential or perceived conflicts of interest;
disclose any conflicts of interest which may exist or might reasonably be thought to exist to the Chairman or Company Secretary; and
abstain from participating in any discussion or voting on matters in which they have a material personal interest, except as permitted by the Constitution of the Company or by the Corporations Act.

9.7 Departures from Recommendations

Under the ASX Listing Rules the Company will be required to provide a statement in its annual financial report or on its website disclosing the extent to which it has followed the Recommendations during each reporting period. Where the Company has not followed a Recommendation, it must identify the Recommendation that has not been followed and give reasons for not following it. The Company’s compliance and departures from the Recommendations will be announced to the ASX prior to the Company’s commencement of trading on ASX.

10. INDEPENDENT TECHNICAL ASSESSMENT REPORT

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11. INDEPENDENT LIMITED ASSURANCE REPORT

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12. INDEPENDENT EXPERT’S REPORT

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13. SOLICITORS’ REPORT ON TENEMENTS

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14. MATERIAL CONTRACTS

The full terms and conditions of contracts to which the Company is a party that may be material in terms of the Offer or the operations of the Company or that otherwise are or may be relevant to a potential investor in the Company are not set out in this Prospectus. However summaries of these contracts are set out in Section 9.5 and this Section 14. The Directors consider that the material contracts summarised in this Section 14 are those which an investor would reasonably regard as material and which investors and their professional advisers would reasonably expect to find described in this Prospectus for the purpose of making an informed assessment of an investment in the Company under the Offer. This Section 14 contains a summary of the material contracts and their material terms and conditions which are not otherwise disclosed elsewhere in this Prospectus.

These summaries are included for the information of potential investors but do not purport to be complete and are qualified by the text of the contracts themselves.

14.1 Agreements with Related Parties

Details of the material terms and conditions of the agreements between the Company and the Directors or other related parties of the Company are set out in Section 9.5.

14.2 Lead Manager Mandate

On 29 April 2021, Canaccord Genuity (Australia) Limited ( Canaccord or Lead Manager ) and the Company entered into a lead manager agreement, whereby the Lead Manager agreed to provide capital raising services in relation to the Offer in return for a fee to be paid by the Company ( Lead Manager Mandate ).

The material terms and conditions of the Lead Manager Mandate are summarised below:

Canaccord will act as lead manager to the Company in relation to the Offer.

On the date of the Company’s Admission to the Official List, the Company must pay the following fees (exclusive of GST) to Canaccord:

a management fee of A$60,000;
a lead manager fee of 2.0% of the proceeds of the Offer; and
a capital raising fee of 4.0% of the proceeds of the Offer.

In addition to the fees set out above, the Company has agreed to issue 1,500,000 Options to the Lead Manager at Completion which are exercisable at $0.30 per Share on or before the date that is two (2) years from Admission. These Options will equate to 1.5% of the issued capital of the Company (on a fully diluted basis) at the time of the Company’s admission to the Official List. The Lead Manager will pay at its own cost any capital raising fee to other participating brokers it introduces. The Company will reimburse the Lead Manager for any reasonable out of pocket and travel expenses it incurs in connection with the Lead Manager Mandate.

If the Company terminates the Lead Manager Mandate the Company must pay the Lead Manager a withdrawal fee of up to $60,000. The Company is not required to pay a withdrawal fee if the Company terminates the Lead Manager Mandate due to negligence, recklessness, breach, wilful misconduct or fraud by the Lead Manager, or if there is a failure to achieve the Minimum Subscription under the Offer.

The Company agrees to indemnify the Lead Manager from and against all claims, liabilities or losses arising out of or in connection with:

the Lead Manager Mandate, the Prospectus or the Offer;

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any material non-compliance by the Company with any applicable laws, any misrepresentation or non-disclosure in the Prospectus, or any material breach by the Company to observe the Lead Manager Mandate;
any review or investigation undertaken by ASIC, ASX or other public authority; and
• any advertising or publicity in relation to the Offer made by or with the written agreement of the Company,

except to the extent that they have resulted from the fraud, gross negligence or wilful breach of the terms and conditions set out in the Lead Manager Mandate, by the Lead Manager.

The Lead Manager Mandate may be terminated by the Lead Manager or the Company by written notice at any time with or without cause upon 7 days written notice to the other party. The Lead Manager Mandate contains other standard terms and conditions which are customary in agreements of this type.

14.3 Acquisition Agreement

Under an agreement dated 27 April 2021, Burley has secured a binding option to acquire 70% of the issued capital of Novarange ( Sale Interest ) which owns 100% of the Yerecoin Project (comprising the Tenements) near New Norcia, in Western Australia ( Acquisition Agreement ). Burley has paid an option fee of $65,000 (excluding GST) plus a monthly fee of $10,000 (excluding GST) to the Vendors from April 2021 until the sooner of (i) the option expiry on 29 October 2021 (ii) completion of the sale and purchase to the Vendors ( Option Period ). Burley has exclusivity to acquire the Sale Interest during the Option Period. The material terms and conditions of the Acquisition Agreement are summarised below.

Under the Acquisition Agreement Burley has provided standard representations, warranties and undertakings that are customary for option, share sale and purchase agreements of this kind.

It is a condition precedent to the completion of the sale and purchase under the Acquisition Agreement ( Novarange Acquisition Completion ) that, Burley and the Vendors enter into a shareholders agreement (summarised in Section 14.4 below) in respect of Novarange under which, amongst other things, the Vendors will have a free carried interest in the funding of Novarange until the completion of a Bankable Feasibility Study (as that term is defined in the Acquisition Agreement) in respect of the Tenements. From completion of a Bankable Feasibility Study, the Vendors will be required to fund Novarange in their respective proportionate interest or have their interest in Novarange converted into a 1.5% net smelter return royalty on terms and conditions set out in the Shareholders Agreement.

Other conditions precedent to the Novarange Acquisition Completion are, amongst other conditions, Burley receiving conditional approval from the ASX for the admission of the Company to the Official List on conditions reasonably acceptable to Burley. On the date of the Novarange Acquisition Completion Burley must provide the following consideration:

(a) a total cash payment to the Vendors (and/or their nominees) of $100,000 ( Completion Payment ) provided always that if a public authority prevents any portion of the Completion Payment being made in cash, the Company must satisfy the Completion Payment by the issue and allotment of 500,000 Shares, at an issue price of $0.20 per Share, on the date of Novarange Acquisition Completion; and
(b) the issue to the Vendors of 20,000,000 Shares ( Completion Shares ).

In addition, following Novarange Acquisition Completion, Burley is liable to the Vendors for the following deferred consideration (totalling up to $4,500,000) if Burley achieves the following corresponding milestones in relation to the Project:

(a) a total payment of $1,000,000 within 30 business days after the completion by Burley of a successful Preliminary Feasibility Study (as defined in the Acquisition Agreement) that demonstrates extraction of minerals from the

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Tenements to be viable under reasonable financial assumptions ( First Deferred Payment );

(b) a total payment of $1,000,000 within 30 business days after the grant of a mining lease under the Mining Act over all of the iron ore resource identified within the Tenement area as at 29 October 2020 ( Commencement Date ) ( Second Deferred Payment );
(c) a total payment of $2,500,000 within 30 business days after the first occasion of commercial iron ore production from the Tenements provided always that if this production milestone is achieved within two (2) years of the date that the ASX admits Burley to the Official List, this payment will only be payable 30 business days after the expiration of that two (2) year period ( Third Deferred Payment ),

and the First Deferred Payment, Second Deferred Payment and Third Deferred Payment are collectively referred to as the Deferred Payments .

It is a condition of each of the Deferred Payments that:

(a) any that may become due and payable pursuant to any of the above milestones must only be satisfied by the issue and allotment of Shares
(b) each of the Deferred Payments will only become due and payable in the event that the relevant milestone is met in respect of one or both of the Tenements within five (5) years from the Commencement Date;
(c) each of the respective milestones that must be achieved before each of the Deferred Payments can be made must not be amended, modified or waived without the prior approval of Shareholders. The Company will also be required to seek the prior approval of the ASX;
(d) the number of Shares to be issued to satisfy any of the Deferred Payments will be calculated by dividing the amount of the corresponding Deferred Payment by the higher of:
(i) the volume weighted average price for Shares traded on the ASX over the 15 trading days prior to the date on which the Deferred Payment becomes due and payable;
(ii) $0.15 ( Floor Price ).

As a result of the Deferred Payments being required to be settled in Shares, the Deferred Payments are treated as “performance securities” by the ASX.

Refer to Section 15.5(c) for an explanation of why the Performance Securities are proposed to be issued by the Company for the Novarange acquisition.

Refer to Section 12 for the Independent Expert’s Report on the proposed issue of the Performance Securities by the Company, which contains the advantages and disadvantages of the proposed issue.

Accordingly the Acquisition Agreement provides that until Shares (if any) are issued by Burley to satisfy any of the Deferred Payments, the obligation to make the Deferred Payments does not confer on the Vendors:

(a) any right to vote,
(b) any entitlement to a dividend, whether fixed or at the discretion of the Directors;
(c) any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise;
(d) any right to participate in the surplus profit or assets of Burley upon a winding up; and
(e) any right to participate in new issues of Burley’s securities such as bonus issues or entitlement issues.

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If any Shares are issued under the Acquisition Agreement to satisfy the consideration payable by Burley, including Shares issued to satisfy the Deferred Payments, are ‘restricted securities’ for the purposes of the Listing Rules, the issue of any Shares is subject to delivery by each Vendor of a duly executed original copy of a restriction agreement prepared by Burley in the form required by the Listing Rules (Restriction Agreement) and each Vendor must observe the requirements of the Listing Rules governing the Shares so issued.

The entitlement of each Vendor to the Performance Securities or Deferred Payments is set out below assuming a maximum conversion at the Floor Price of $0.15 and assuming a VWAP of $0.45.

Name of Holder of Performance Securities	Maximum number of shares into which the Performance Securities can convert assuming a conversion price of $0.15 - the Floor Price(1)	Number of shares into which the Performance Securities can convert assuming a conversion price of $0.30	Number of shares into which the Performance Securities can convert assuming a conversion price of $0.45	Percentage of Total Performance Securities (%)
Widerange	6,750,000	3,375,000	2,250,000	22.5%
Kingsreef	6,750,000	3,375,000	2,250,000	22.5%
Gurravembi	6,750,000	3,375,000	2,250,000	22.5%
Rocket Science	6,750,000	3,375,000	2,250,000	22.5%
Seamist	3,000,000	1,500,000	1,000,000	10.0%
TOTAL	30,000,000	15,000,000	10,000,000	100%

(1) The Floor Price of $0.15 is the lowest price that can be used to convert the Performance Securities into Shares.

14.4 Novarange Shareholders’ Agreement

Burley, each of the Vendors and Novarange have entered into a shareholders’ agreement dated 27 April 2021 ( Shareholders Agreement ) which sets out the terms and conditions under which the Shareholders regulate their rights and obligations in respect of the operation and funding of Novarange, including the development of the Project. The Shareholders’ Agreement is the formal shareholders agreement referred to in the Acquisition Agreement as a condition precedent to Novarange Acquisition Completion.

The material terms and conditions of the Shareholders Agreement are summarised below.

( Commencemen t): The substantive obligations of the parties under the Shareholders Agreement are conditional on the Novarange Acquisition Completion.

( Shareholders Agreement Paramount ): If there is any inconsistency between the Shareholders Agreement and the Novarange constitution, the Shareholders Agreement prevails and the Novarange constitution will be amended to remove any inconsistency.

( Shareholdings ): The initial shareholdings in Novarange are:

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Name of Shareholder	Number of Novarange Shares held	Percentage Shareholding in Novarange
Burley	7,000	70.00%
Widerange	675	6.75%
Kingsreef	675	6.75%
Gurravembi	675	6.75%
Rocket Science	675	6.75%
Seamist	300	3.00%
TOTAL	10,000	100%

( Directors and Fees ): Burley is entitled to appoint three (3) directors to the board of Novarange. The Vendors collectively are entitled to appoint one (1) director so long as they collectively hold greater than 10% in Novarange. The Novarange chairman will be a nominee of Burley, and will have a casting vote in addition to any deliberative vote. No Novarange directors shall be paid any fees but shall be entitled to be reimbursed for all out of pocket expenses properly incurred.

( Board Quorum ): Two (2) directors (one being a nominee of Burley and the other being a nominee of the Vendors) are required to achieve a quorum.

( Board and Shareholder Resolutions ): Decisions of the board and shareholders are to be made by simple majority except for certain resolutions, e.g. changing Novarange’s constitution or business require a special resolution of 75% or more.

( Default ): A Defaulting Party is not entitled to attend or to vote at any meeting of the board or shareholders, nor will be necessary to form a quorum at any board or shareholders meeting, until the relevant default has been remedied.

( Deadlock Provisions ): In the case of a deadlock of the decisions of the board or the shareholders, any Shareholder may refer the matter the subject of the deadlock to a panel of executives of each shareholder. If the panel is unable to resolve any dispute, the Board must refer the dispute to an appropriate expert.

( New securities issues ): If the Board proposes to issue shares or other securities they must first be offered to the Shareholders (who are not in default) pro rata to their existing shareholdings.

( Manager ): Burley will be the manager of Novarange unless it resigns on 30 days’ notice or by special resolution of the board. It can be removed if it has defaulted in a material respect due to its gross negligence or wilful default and fails to remedy the default. The manager will be entitled to recover all direct costs plus 10% for administrative overheads.

( Sole Funding Period ): Burley will sole fund Novarange, and the interests of the Vendors will be free carried, until the completion of a Bankable Feasibility Study in respect of all or part of the Project area upon which Novarange makes a decision to mine.

( Programmes and Budgets ): After the Sole Funding Period ends Burley as manager will propose six monthly programs and budgets for the conduct of operations and will carry out such programs as are approved by the Novarange board.

( Contributions after Sole Funding Period ): After the conclusion of the Sole Funding Period, each Novarange shareholder will contribute to funding in accordance with its respective participating share. If within 60 days after a decision to mine the Vendors elect not to contribute they will be deemed to have sold their participating share in Novarange to Burley for no consideration other than a NSR Royalty (defined below). If the Vendors agree to contribute the shareholders agree to negotiate a production shareholders agreement

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which will include that no dilution is permitted and a shareholder cannot elect to not contribute to any approved program and budget.

( NSR Royalty) : Means a 1.5% net smelter return royalty for minerals from treating ore commercially mined from the Project area payable quarterly where the. net smelter return is “Gross Revenue” reduced by the “Allowable Charges”, as those terms are defined in the Shareholders Agreement.

( Drag Along ): If shareholders holding at least 70% of the Novarange shares accept an offer from a third party offeror, the offeror may extend that offer to any or all other shareholders at the same price per share or can oblige them to accept the offer.

( Default Purchase Option ): If a shareholder defaults under the Shareholders Agreement then the non-defaulting parties have the option to acquire all of the defaulting party's shares. If the defaulting party is Burley, the purchase price payable will be 90% of the value of its shares and If the defaulting party is the Vendors, the purchase price payable will be the NSR Royalty.

( Assignment ): If any Vendor not in default and wishes to transfer all or any of its participating share, it must first offer to assign the participating share to Burley upon the same terms. Burley may assign the whole or part of its participating share to a third party by providing notice in writing to the Vendors.

14.5 Royalty Agreement Obligations

The material terms and conditions of the royalties Novarange is obliged to pay in connection with the Yerecoin Project are summarised below.

(a) Royalty payable to Radar Iron Ltd (now known as Weebit Nano Ltd) and other assumed obligations

Under a Sale Deed dated 22 July 2016 Novarange purchased from Radar Iron Ltd ACN 146 455 576 (now known as Weebit Nano Ltd) ( Weebit ) a 100% interest in various tenements including the Tenements. The purchase consideration for that project included an obligation by Novarange to make a one off payment of $0.05 per tonne on reserve tonnes at the commencement of economic mining from the Tenements, or any substitution or replacement of the Tenements. Novarange also agreed to assume certain third party obligations in respect of the Tenements comprising the Giralia Royalty (defined in Section 14.4(b) below) and to indemnify Weebit for any loss it suffers with respect to that royalty. Novarange also agreed to assume all obligations of Weebit under private land access agreements supplied to Novarange on or before the date of the Sale Deed.

(b) Royalty payable to Giralia Resources Pty Ltd ACN 009 218 204

Under a Tenement Sale Agreement dated 23 December 2011 between Cliffs Magnetite Holdings Pty Ltd ACN 154 802 918 ( Cliffs ) and Giralia Resources Pty Ltd ACN 009 218 204 ( Giralia ) ( Giralia Sale Agreement ), as varied by a Deed of Variation dated 30 January 2012, Giralia agreed to sell and Cliffs agreed to purchase assets, which included the Tenements, for a consideration that included the Giralia Royalty (defined below).

Under the Giralia Sale Agreement Cliffs agrees to pay Giralia, within 30 days of a decision to commence mining operations on the Tenements, amounts equal to:

$0.10 per tonne for each tonne of magnetite proven in a Reserve (defined below) within the Tenements or, if not proven in Reserve, mined or to be mined as a Resource (defined below), exceeding 187,000,000 tonnes; and
$0.50 per tonne for each tonne of direct shipping hematite iron ore proven in a Reserve within the Tenements, or if not proven in Reserve, mined or to be mined as a Resource, exceeding 5,000,000 tonnes,

(the Giralia Royalty ).

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Giralia acknowledges and agrees that Cliffs’ liability under the Giralia Royalty (now assumed by Novarange) is limited to a maximum of 200,000,000 tonnes of Reserve or tonnes mined or to be mined as a Resource. For the purposes of the Giralia Royalty the following terms are defined in the Giralia Sale Agreement:

“Reserve” has the same meaning as that given to “Probable Ore Reserve” or “Proven Ore Reserved” in JORC 2012.

“Resource” has the same meaning as that given to “Inferred Mineral Resource”, “Indicated Mineral Resource” or “Measured Mineral Resource” in JORC 2012.

By an agreement dated 17 April 2014 Weebit acquired various tenements from Cliffs, which included the Tenements, and Weebit agreed to assume the obligations and liabilities of Cliffs under the Giralia Sale Agreement. By a Deed of Assumption and Consent in 2014 between Cliffs, Weebit, Giralia and others, Weebit assumed the obligations and liabilities of Cliffs and others which included the Giralia Royalty, and Giralia consented to this assumption. Under that deed Weebit agreed to indemnify Cliffs and other certain parties for any losses and liabilities that may result from, or which Cliffs or other certain parties may incur as a result of, Weebit’s failure to fulfil the assumed liabilities and obligations.

By a Deed of Assumption and Consent dated on or about 8 May 2017 between Novarange, Giralia and Weebit, Novarange agreed to assume all of the obligations and liabilities of Weebit under the Giralia Sale Agreement. including the Giralia Royalty, and Giralia consented to this assumption.

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15. ADDITIONAL INFORMATION

15.1 Incorporation

The Company was incorporated in Western Australia on 29 October 2020 under the Corporations Act as a public company limited by shares. The Company is taxed in Australia as a public company. The Financial Year of the Company ends on 30 June annually.

15.2 Litigation

As at the date of this Prospectus, neither the Company nor Novarange are involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against or affecting the Company or Novarange.

15.3 Ownership Restrictions

The sale and purchase of Shares in Australia are regulated by a number of laws that restrict the level of ownership or control by any one person (either alone or in combination with others). This Section 15.3 contains a general description of these laws.

Foreign Acquisitions and Takeovers Act 1975 (Cth) and Commonwealth Government Foreign Investment Policy

Generally, the Foreign Acquisitions and Takeovers Act 1975 (Cth) applies to acquisitions of shares and voting power in a company of 20% or more by a single foreign person and its associates ( Substantial Interest ), or 40% or more by two or more unassociated foreign persons and their associates ( Aggregate Substantial Interest ).

Where a proposed acquisition of a Substantial interest or Aggregate Substantial interest meets certain criteria, the acquisition may not occur unless notice of it has been given to the Commonwealth Treasurer and the Commonwealth Treasurer has either stated that there is no objection to the proposed acquisition in terms of Australia’s Foreign Investment Policy (with or without conditions) or a statutory period has expired without the Federal Treasurer objecting. An acquisition of a Substantial interest or an Aggregate Substantial interest meeting certain criteria may also lead to divestment orders unless a process of notification, and either a statement of non-objection or expiry of a statutory period without objection, have passed. Criminal offences and civil penalties can apply to failing to give notification of certain acquisitions, undertaking certain acquisitions without no objection notification or contravening a condition in a no objection notification.

In addition, in accordance with Australia’s Foreign Investment Policy, proposed acquisitions of a direct investment in an Australian company by foreign government investors and their associates must be notified to the Foreign investment review Board for prior approval, irrespective of the value of the investment. According to Australia’s Foreign Investment Policy, a direct investment will typically include any investment of 10% or more of the shares (or other securities or equivalent interest or voting power) in an Australian company but may also include investment of less than 10% where the investor is building a strategic stake in the target or obtains potential influence or control over the target. There are exemptions which can apply to certain acquisitions.

Corporations Act

The takeover provisions in Chapter 6 of the Corporations Act restrict acquisitions of Relevant Interests in issued voting shares in listed companies, and unlisted companies with more than 50 members, if, as a result of the acquisition, the acquirer’s (or another party’s) voting power in that company would increase from 20% or below to more than 20%, or would increase from a starting point that is above 20% and below 90%, unless certain exceptions apply.

The Corporations Act also imposes notification requirements on persons having voting power of 5% or more in the Company either themselves or together with their associates.

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15.4 Selling Restrictions

This Prospectus and the Offer does not, and is not intended to, constitute an offer or invitation in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation, or to issue this Prospectus. No action has been taken by the Company to register or qualify the Shares the subject of this Prospectus or the Offer, or to otherwise permit a public offering of the Shares the subject of this Prospectus, in any place or jurisdiction outside of Australia. The distribution of this Prospectus (including in electronic form) in places or jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. If you are outside Australia it is your responsibility to obtain all necessary approvals for the issue of the Shares offered under this Prospectus, and you should consult your professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals or consents have been obtained.

15.5 Rights attaching to Securities

(a) Shares and Company’s Constitution

The New Shares offered for subscription under this Prospectus will rank equally with the existing issued Shares of the Company. A summary of the rights, liabilities, privileges and restrictions attaching to the Shares under the Offer, and a description of other material provisions of the Constitution, are set out below. This summary is qualified by the full terms of the Constitution and is not exhaustive nor is it a definitive statement of the rights and liabilities of Shareholders. For a Shareholder to obtain a definitive assessment of the rights, liabilities, privileges and restrictions which attach to the Shares in any specific circumstances, the Shareholder should seek independent legal advice. The rights and liabilities attaching to Shares are set out in the Constitution and in certain circumstances are regulated by the Corporations Act, the Listing Rules, the ASX Settlement Operating Rules, other statutory law and general law. A copy of the Constitution is available for inspection at the Company’s registered office during normal business hours. The summary assumes that the Company is admitted to the Official List and Quotation occurs.

(i) General meetings and Notice of Meetings
Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.
Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution.
(ii) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

(A) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(B) on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(C) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid

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Share held by him, or in respect of which he or she is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited). Amounts paid in advance of a call will be ignored when calculating the proportion.

(iii) Dividend rights

Subject to the rights of persons (if any) entitled to Shares with special rights to a dividend the Directors may declare a final dividend out of profits in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the Shareholders of such a dividend. The Directors may authorise the payment or crediting by the Company to the Shareholders of such interim dividends as appear to the Directors to be justified by the profits of the Company, subject to the Corporations Act. Subject to the rights of persons (if any) entitled to Shares with special rights as to dividend all dividends are to be declared and paid according to the amounts paid or credited as paid on the Shares in respect of which the dividend is paid. Interest may not be paid by the Company in respect of any dividend, whether final or interim. The Directors may deduct from any dividend payable to a Shareholder all sums of money (if any) presently payable by that Shareholder to the Company on account of calls or otherwise in relation to Shares.

(iv) Winding-up

If the Company is wound up the liquidator may, with the sanction of a special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he or she considers fair on any property to be so divided and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the sanction of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other Securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to Shareholders, Shares classified by the ASX as restricted securities (as that term is defined in the Listing Rules) at the time of the commencement of the winding up shall rank in priority after all other Shares.

(v) Transfer of Shares

Generally Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the Listing Rules.

Directors may refuse to register any transfer of Shares, other than a market transfer, where permitted or required by the Listing Rules or the ASTC Settlement Rules (superseded by the ASX Settlement Operating Rules) or where the transfer would breach the Listing Rules. Where the Directors exercise their right to refuse a transfer, they must give written notice in accordance with Listing Rules to the transferee and lodging broker (if any). Failure to give notice will not invalidate the decision of the Directors. The Company must not refuse to register or give effect to or delay or in any way interfere with the registration of a market transfer where to do so would be contrary to the Listing Rules or any of the ASX Settlement Operating Rules.

(vi) Variation of rights

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Pursuant to section 246B of the Corporations Act the Company may, with the sanction of a special resolution passed at a meeting of Shareholders, vary or abrogate the rights attaching to Shares.

If at any time the Share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued Shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the Shares of that class, subject to sections 246B to 246E of the Corporations Act.

(vii) Shareholder Liability

As the Shares under the Prospectus are fully paid ordinary shares, they are not subject to any calls for money by the Directors and will therefore not become liable to forfeiture.

(viii) Future Increases in Capital

The issue of any Shares is under the control of the Directors. Subject to restrictions on the issue of Shares to Directors or their associates, the ASX Listing Rules, the Constitution and the Corporations Act, the Directors may issue or otherwise dispose of Shares on such terms and condition as they see fit.

(ix) Alteration to the Constitution

In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. At least 28 days’ written notice specifying the intention to propose the resolution as a special resolution must be given to Shareholders.

(x) ASX Listing Rules

If the Company is admitted to the Official List, notwithstanding anything in the Constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision or not to contain a provision the Constitution is deemed to contain that provision or not to contain that provision (as the case may be). If a provision of the Constitution is or becomes inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

(b) Options

The Company has issued a total of 8,500,000 Options where:

(i) 6,500,000 Options are exercisable at $0.30 per Share on or before the date that is two (2) years from Admission; and
(ii) 2,000,000 Options are exercisable at $0.45 per Share on or before the date that is three (3) years from Admission.

Pursuant to the terms and conditions of the Lead Manager Mandate, the material terms and conditions of which are summarised in Section 14.3, at Completion the Company is required to issue the Lead Manager 1,500,000 Options exercisable at $0.30 each on or before the date that is two (2) years from Admission.

No application will be made for official quotation of the Options by the ASX in accordance with the Listing Rules.

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Apart from the exercise price and expiry date which have been set out above, each Option entitles the holder to subscribe for a Share on the following terms and conditions:

(i) Entitlement

Each Option entitles the holder to subscribe for one fully paid ordinary Share in the Company upon exercise of the Option.

(ii) Expiry Date

An Option not exercised before its expiry date will automatically lapse on the expiry date.

(iii) Exercise Period
The Options are exercisable at any time on or prior to the expiry date ( Exercise Period ).
(iv) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the relevant exercise price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(v) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (v)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(vi)

Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(vii) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder of Options are to be changed in a manner consistent

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with the Corporations Act and the Listing Rules at the time of the reconstruction.

(viii) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(ix) Change in exercise price

An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

(x) Quotation

The Company will not seek official quotation of the Options by the ASX in accordance with the Listing Rules.

(c) Performance Securities (or Deferred Payments under Acquisition Agreement)

ASX In Principle Approval

Full terms and conditions of the Performance Securities are contained below in this Section 15.5(c) which also contains an explanation of:

(i) why the Performance Securities are being issued to the Vendors, including the commercial goals the Company is trying to achieve, and the risks it is trying to manage, by imposing the relevant performance milestones;
(ii) details of how the Company determined the number of Performance Securities to be issued to the Vendors and why it considers that number to be appropriate and equitable’ and
(iii) any relationship the recipient of the Performance Securities or an associate of the recipient has with the entity.

No application will be made for official quotation of the Performance Securities by the ASX in accordance with the Listing Rules.

Milestones for Deferred Payments

Following completion of the purchase of the 70% of the total issued share capital in Novarange under the Acquisition Agreement, Burley is liable to the Vendors for the following deferred consideration (totalling up to $4,500,000) if Burley achieves the following corresponding milestones ( Milestones ) in relation to the Project:

(a) a total payment of $1,000,000 within 30 business days after the completion by Burley of a successful Preliminary Feasibility Study (as defined in the Acquisition Agreement) that demonstrates extraction of minerals from the Tenements to be viable under reasonable financial assumptions ( First Deferred Payment );
(b) a total payment of $1,000,000 within 30 business days after the grant of a mining lease under the Mining Act over all of the iron ore resource identified within the Tenement area as at the Commencement Date ( Second Deferred Payment );
(c) a total payment of $2,500,000 within 30 business days after the first occasion of commercial iron ore production from the Tenements provided always that if this production milestone is achieved within two (2) years of the date that the

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ASX admits Burley to the Official List, this payment will only be payable 30 business days after the expiration of that two (2) year period ( Third Deferred Payment ),

and the First Deferred Payment, Second Deferred Payment and Third Deferred Payment are collectively referred to as the Deferred Payments .

As a result of the Deferred Payments being required to be settled in Shares, the Deferred Payments are treated as “performance securities” by the ASX.

Terms and Conditions of the Deferred Payments or Performance Securities

It is a condition of each of the Deferred Payments or Performance Securities that:

(a) any Deferred Payment that may become due and payable pursuant to any of the Milestones must only be satisfied by the issue and allotment of Shares
(b) each of the Deferred Payments will only become due and payable in the event that the relevant Milestone is met in respect of the Tenements within five (5) years from the Commencement Date;
(c) each of the respective Milestones that must be achieved before each of the Deferred Payments can be made must not be amended, modified or waived without the prior approval of Shareholders. The Company will also be required to seek the prior approval of the ASX;
(d) the number of Shares to be issued to satisfy any of the Deferred Payments will be calculated by dividing the amount of the corresponding Deferred Payment by the higher of:
(2) the volume weighted average price for Shares traded on the ASX over the 15 Trading Days prior to the date on which the Deferred Payment becomes due and payable;
(3) $0.15 ( Floor Price ); and
(e) until Shares (if any) are issued by Burley to satisfy any of the Deferred Payments, the obligation to make the Deferred Payments does not confer on the Vendors:
(i) any right to vote,
(ii) any entitlement to a dividend, whether fixed or at the discretion of the Directors;
(iii) any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise;
(iv) any right to participate in the surplus profit or assets of Burley upon a winding up; and
(v) any right to participate in new issues of Burley’s securities such as bonus issues or entitlement issues.

Restricted securities

If any Shares are issued under the Acquisition Agreement to satisfy the consideration payable by Burley, including Shares issued to satisfy the Deferred Payments, are ‘restricted securities’ for the purposes of the Listing Rules, the issue of any Shares is subject to delivery by each Vendor of a duly executed original copy of a restriction agreement prepared by Burley in the form required by the Listing Rules and each Vendor must observe the requirements of the Listing Rules governing the Shares so issued.

Relationship of the Vendors to the Company

None of the Vendors or any of their associates are directors of the Company or are otherwise Related Parties of the Company. Furthermore, none of those persons will take part in the management of Burley other than a single representative of the Vendors will remain as a non-executive director of Novarange.

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Reasons for the issue of the Performance Securities and their number

The issue of the Performance Securities is consistent with the commercial objectives of the Company disclosed in this Prospectus and the risks it is seeks to manage by imposing Milestones for the conversion of the Performance Securities into Shares. The Board believes in the future potential viability of the Yerecoin Project. The Board is of the view that the general level of iron ore prices has the ability to remain strong into the the near to medium term. By minimising the number of Shares on issue it can maximise the leverage and potential upside of the Project achievable from exploration success.

To minimise the risk of entering into the Acquisition Agreement and reducing the initial dilution for Shareholders at Listing, a structure incorporating a large part of the consideration payable across the achievement of three (3) Milestones should result in minimising dilution. The Company’s ultimate goal from entering into the Acquisition is for commercial success through economic production from the Yerecoin Project, hence why the Milestones have been directly linked to key Project deliverables.

The Iron Ore Fines 62% Fe CFR price has varied from US$62 per tonne to US$216.50 per tonne as at 20 May 2021, over the last 4 years. The level of this price in the future will significantly affect the development prospects and potential future cash flow from the Project.

Each Milestone required to be achieved before each of the three (3) Deferred Payment are specific and considered milestones that genuinely test the performance of the Project, and are designed to be be value accretive to Security holders.

The negotiation by the Company of a large portion (51.8%) of the total consideration in Deferred Payments with Milestones, minimises dilution and is only payable when more value is likely created for Shareholders i.e. as the respective Milestones attached to each Deferred Payment are likely to be value accretive. In particular the $2,500,000 Third Deferred Payment comprises 55.6% of the total Deferred Payments, and is only payable on reaching commercial production within the period, as for all Milestones, of five (5) years from the Commencement Date.

If the iron ore price falls significantly or any of the Milestones are not met within five (5) years from the Commencement Date, the Vendors’ total consideration will be reduced, and significantly so if the Third Deferred Payment commercial production Milestone is not achieved. This also significantly reduces the risk of dilution to shareholders. It is expected that as Milestones are achieved, the price at which the Shares trade on the ASX should also increase. If the Performance Securities convert into Shares at a higher price than the $0.15 floor price specified in the Acquisition Agreement i.e. the volume weighted average price for Shares traded on the ASX over the 15 trading days prior to the date on which the Deferred Payment becomes due and payable then the number of Shares to be issued on conversion will reduce.

The Board believes that it that the use of performance securities is an equitable, appropriate and optimal course to acquire the Project for the benefit of the Company.

Independent Expert’s Report

Section 12 contains the Independent Expert’s Report on the proposed issue of the Performance Securities. Potential investors should read this report in full.

The Independent Expert has opined that the proposed issue at Listing is not fair but reasonable to non-participating Security holders at Listing .

Potential investors should read the Independent Expert’s Report contained in Section 12 in full.

The Independent Expert’s Report has set out the respective advantages and disadvantages of the proposed issue of the Performance Securities which are summarised below:

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Advantages

Disadvantages

Achievement of each of the Milestones is likely to be value accretive to Burley

The Deferred Payments (the Performance Securities ) payable upon meeting a Milestone is structured in such a way as to align the interests of Security holders, Burley, and the Vendors

Potential dilution of Shareholders’ interests if a Milestone is met and Performance Securities issued

The Vendors have a free-carried interest in the Yerecoin Project

The Deferred Payments are in the form of equity, allowing Burley to preserve cash raised under the Offer to progress the Yerecoin Project.

The Deferred Payments are calculated using a disclosed conversion formula which caps the maximum issue of the Performance Securities at 30,000,000.

Agreement on the Deferred Payments results in exposure to a potentially economically viable project

15.6 Securities Incentive Plan

A summary of the terms and conditions of the Burley Minerals Ltd Securities Incentive Plan ( Plan ) is set out below:

(a) ( Eligible Participant ): Eligible Participant means a person that:
(i) is an "eligible participant" (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); or
(ii) has been determined by the Board to be eligible to participate in the Plan from time to time.
(b) ( Purpose ): The purpose of the Plan is to:
(i) assist in the reward, retention and motivation of Eligible Participants;
(ii) establish a method by which Eligible Participants can participate in the future growth and profitability of the Company;
(ii) link the reward of Eligible Participants to Shareholder value creation;
(iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities; and
(i) attract and retain a high standard of managerial and technical personnel for the benefit of the Company.
(c) ( Plan administration ): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.
(d) ( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

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On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company.

The Board may accept an application from an Eligible Participant in whole or in part.

If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

(e) ( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.
(f) ( Terms of Convertible Securities ): Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

(g) ( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.
(h) ( Exercise of Convertible Securities and cashless exercise ): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation. More than one signed Notice of Exercise can be delivered by a Participant in relation to a holding of Convertible Securities from the date of a Vesting Notice until he earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation. A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

(i) ( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

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(j) ( Forfeiture or non forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest or remain non forfeited.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

(i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
(ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

Good Leaver Where an Eligible Participant (who, or whose nominated party, holds Convertible Securities) becomes a Good Leaver, unless the Board determines otherwise vested Convertible Securities that have not been exercised will continue in force and remain exercisable until the Expiry Date and unvested Convertible Securities will be forfeited unless the Board determines otherwise. A Good Leaver means an Eligible Participant (who, or whose nominated party, holds Convertible Securities) who ceases employment, office or engagement with any Group Company ceases and who is not a Bad Leaver, and includes where an Eligible Participant’s employment, office or engagement ceases due to death, permanent incapacity, mental incapacity, redundancy, resignation, retirement or any other reason the Board decides.

A Bad Leaver Unless the Board determines otherwise, where an Eligible Participant (who, or whose nominated party, holds Convertible Securities) becomes a Bad Leaver unvested Convertible Securities will be forfeited and vested Convertible Securities that have not been exercised will be forfeited on the date of the cessation of employment or office of such Participant in accordance with clause 10. A Bad Leaver means an Eligible Participant (who, or whose nominated party, holds Convertible Securities) whose employment, office or engagement with a Group Company ceases in any of the following circumstances: (i) the Eligible Participant's employment or engagement is terminated, or the Eligible Participant is dismissed from office, due to serious and wilful misconduct; a material breach of the terms of any contract of employment, engagement or office entered into by a Group Company and the Eligible Participant; gross negligence; or any other conduct justifying termination of employment, engagement or office without notice either under the Eligible Participant's contract of employment or engagement or office, or at common law; (ii) the Eligible Participant ceases his or her employment or engagement or office for any reason, and breaches a post-termination restriction contained in the Eligible Participant’s employment contract; or (iii) the Eligible Participant becomes ineligible to hold his or her office for the purposes of Part 2D.6 (disqualification from managing corporations) of the Corporations Act.

Discretion The Board may decide (on any conditions which it thinks fit) that some or all of the Participant's Convertible Securities will not be forfeited at that time, but will be forfeited at the time and subject to the conditions it may specify by written notice to the Participant.

(k) ( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the

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Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

(l) ( Rights attaching to Plan Shares ): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.
(m) ( Disposal restrictions on Plan Shares ): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.
For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:
(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.
(n) ( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

(o) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.
(p) ( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(q) ( Plan duration ): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended

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for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

15.7 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the two years preceding lodgement of this Prospectus with the ASIC, any interest in:

the formation or promotion of the Company; or
any property acquired or proposed to be acquired by the Company in connection with:
its formation or promotion; or
the Offer; and
the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or a proposed Director:

as an inducement to become, or to qualify as, a Director; or
for services provided in connection with:
the formation or promotion of the Company; or
the Offer.

15.8 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no:

person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus; or
promoter of the Company,

holds, or has held within the two (2) years preceding lodgement of this Prospectus with ASIC, any interest in:

the formation or promotion of the Company; or
any property acquired or proposed to be acquired by the Company in connection with:
its formation or promotion; or
the Offer; and
the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

the formation or promotion of the Company; or
the Offer.

FRM Geological Services has acted as Independent Geologist and has prepared an Independent Technical Assessment Report on the Tenements which has been included in Section 10. The Company estimates it will pay FRM Geological Services approximately $17,500 plus GST for these services. During the 24 months preceding lodgement of this

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Prospectus with ASIC, FRM Geological Services has received no other fees from the Company.

Bentleys Audit and Corporate (WA) Pty Ltd has acted as Investigating Accountant and has prepared the Independent Limited Assurance Report which has been included in Section 11. The Company estimates it will pay approximately $9,500 plus GST and disbursements for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, Bentleys Audit and Corporate (WA) Pty Ltd has and/or is entitled to receive other fees of $12,500 from the Company for audit and consulting services. Further amounts may be paid to Bentleys (WA) Pty Ltd in accordance with its normal time-based charges.

BDO Corporate Finance (WA) Pty Ltd has acted as Independent Expert and has prepared an Independent Expert’s Report has been included in Section 12. The Company estimates it will pay BDO Corporate Finance (WA) Pty Ltd approximately $30,000 plus GST and disbursements for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, BDO Corporate Finance (WA) Pty Ltd has received no other fees from the Company for services. Further amounts may be paid to BDO Corporate Finance (WA) Pty Ltd in accordance with its normal time-based charges.

Cardinals Lawyers and Consultants has acted as the solicitors to the Company in relation to the Offer and has prepared the Solicitors’ Report on Tenements which has been included in Section 13. The Company estimates it will pay Cardinals Lawyers and Consultants approximately $75,000 plus GST and disbursements for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, Cardinals Lawyers and Consultants has received other fees of $40,000 plus GST from the Company for legal services. Further amounts may be paid to Cardinals Lawyers and Consultants in accordance with its normal time-based charges.

Canaccord Genuity (Australia) Limited has acted as Lead Manager to the Offer and will receive those fees set out in Section 14.2 following the successful completion of the Offer for its services as the Lead Manager to the Offer. Further details in respect to the Lead Manager Mandate are summarised in Section 14.2. During the 24 months preceding lodgement of this Prospectus with the ASIC, Canaccord Genuity (Australia) Limited has not received fees from the Company for any other services.

Advanced Share Registry Services has been appointed as the Company’s Share registry and will be paid for these services on normal commercial terms.

15.9 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of the Shares), the Directors, any persons named in the Prospectus with their consent as proposed Directors, any underwriters, persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

(a) does not make the Offer;
(b) has not authorised or caused the issue of this Prospectus;
(c) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and
(d) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statement included in or omitted from this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section 15.9.

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FRM Geological Services has given its written consent to being named as the Independent Geologist to the Company in this Prospectus, to the inclusion of the Independent Technical Assessment Report in Section 10 in the form and context in which the report is included and to its Competent Person’s Statement in Section 2.8. FRM Geological Services has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Bentleys (WA) Pty Ltd has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Independent Limited Assurance Report in Section 11 in the form and context in which the report is included. Bentleys (WA) Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

BDO Corporate Finance Pty Ltd has given its written consent to being named as Independent Expert in this Prospectus and to the inclusion of the Independent Expert’s Report in Section 12 in the form and context in which the report is included. BDO Corporate Finance Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

Cardinals Lawyers and Consultants has given its written consent to being named as Solicitors to the Offer in this Prospectus and to the inclusion of the Solicitors’ Report on Tenements in Section 13 in the form and context in which the report is included. Cardinals Lawyers and Consultants has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Canaccord Genuity (Australia) Limited has given its written consent to be named as the Lead Manager to the Offer in this Prospectus. Canaccord Genuity (Australia) Limited has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

15.10 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $664,215 at Full Subscription and are expected to be applied towards the items set out in the table below:

Item of Expenditure	Amount ($)
	At Full
	Subscription of
	$6,000,000
ASIC fees	3,206
ASX fees	79,259
Broker fees*	360,000
Lead Manager Fee	60,000
Independent Limited Assurance Report	9,500
Legal Expenses	75,000
Independent Technical Assessment Report	17,500
Independent Expert’s Report	30,000
Printing, Distribution and other	29,750
TOTAL	$664,215

See Section 14.2 for details of various fees payable by the Company to the Lead Manager and by the Lead Manager to certain brokers. The Company reserves the right to pay a commission of up to 6% (exclusive of goods and services tax) of amounts subscribed to any licensed securities dealers or Australian Financial Services licensee in respect of applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.

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15.11 Continuous Disclosure Obligations

Following the admission of the Company to the Official List, the Company will be a “disclosing entity” (as defined in section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all ASX listed companies, the Company will be required to continuously disclose to the market any information it has which a reasonable person would expect to have a material effect on the price or the value of the Shares (unless a relevant exception to disclosure applies).

Price sensitive information will be publicly released through the ASX before it is disclosed to Shareholders and market participants. Distribution of other information to Shareholders and market participants will also be managed through disclosure to the ASX. In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

15.12 Financial Forecasts and Cashflow Projections

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and consider that they do not have a reasonable basis to forecast future earnings for the Company. Given the speculative nature of mineral exploration and the early stage of the Project there are significant uncertainties associated with the future revenue earning potential of the Company and the timing and sustainability of the cash flow. On the basis of these inherent uncertainties, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that the Directors believe that reliable best estimate forecasts cannot be prepared and accordingly have not included forecasts or projection in this Prospectus.

15.13 Governing Law

This Prospectus and the contracts that arise from the acceptance of Applications are governed by the law applicable in Western Australia and each Applicant submits to the exclusive jurisdiction of the courts of Western Australia.

15.14 Privacy Statement

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules.

If you complete an Application Form you will be providing personal information to the Company through the Share Registry, which is contracted by the Company to manage Applications. The Company and the Share Registry on its behalf, and their agents and service providers may collect, hold, disclose and use that personal information to assess your Application and, if your Application is successful, service your needs as a Shareholder, provide facilities and services that you request and carry out appropriate administration, to facilitate distribution payments and corporate communications to you and for other purposes related to your investment listed below.

If you do not provide the information requested in the Application Form, the Company and the Share Registry may not be able to process or accept your Application.

Once you become a Shareholder, the Corporations Act and Australian taxation legislation require information about you (including your name, address and details of the Shares you hold) to be included on the Share register. In accordance with the requirements of the Corporations Act, information on the Share register will be accessible by members of the public including bidders for your securities in the context of takeovers. The information must continue to be included on the Share register if you cease to be a Shareholder.

The Company and the Share Registry may disclose your personal information for purposes related to your investment to their agents and service providers including those listed below or as otherwise authorised under the Privacy Act 1988 (Cth):

(a) the Share Registry for ongoing administration of the Share register;

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(b) the Lead Manager to assess your Application;
(c) printers, mail houses and other companies for the purposes of preparation and distribution of documents and for handling mail;
(d) market research companies for analysing the Company’s shareholder base; and
(e) legal and accounting firms, auditors, management consultants, authorised securities brokers and other advisers for administering, and advising on, the Shares and for associated actions.

The Company’s agents and service providers may be located outside Australia where your personal information may not receive the same level of protection as that afforded under Australian law.

You may request access to your personal information held by or on behalf of the Company. You may be required to pay a reasonable charge to the Share Registry in order to access your personal information.

The Company aims to ensure that the personal information it retains about you is accurate, complete and up-to-date. To assist with this, please contact the Share Registry, whose contact details are set out in the Corporate Directory in Section 1, if any of the details you have provided change.

The Company's Privacy Policy is available at http://burleyminerals.com.au/privacy and includes additional information about the way the Company handles personal information, including how to seek access or correction of your personal information, and how to complain if you believe we have breached our privacy obligations and how we will handle your complaint. For further information you may also contact our Privacy Officer by email at [email protected] or by mail to Privacy Officer, Burley Minerals, PO Box 396, West Perth WA 6872.

15.15 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will apply to participate in the Clearing House Electronic Sub-register System ( CHESS ) which is the ASX electronic transfer and settlement system in Australia. CHESS is operated by ASX Settlement Pty Ltd, a wholly owned subsidiary of the ASX, in accordance with the Listing Rules and the ASX Settlement Operating Rules. CHESS allows for and requires the settlement of transactions in securities quoted on ASX to be effected electronically. On admission to CHESS, the Company will operate an electronic issuersponsored sub-register and an electronic CHESS sub-register. The two sub-registers together will make up the Company’s principal register of Shares. Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation.

Under CHESS the Company will not issue Share certificates to investors. Instead, as soon as reasonably practicable after allotment, holders of Shares or Securities will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASX Settlement Pty Ltd will send a CHESS statement. This statement will also advise investors of their Holder Identification Number (HIN) in the case of a holding on the CHESS subregister. Otherwise a statement will include a Security Holder Reference Number (SRN) in the case of a holding on the issuer sponsored sub-register.

A statement will be routinely sent to Security holders at the end of any calendar month during which their holding changes. A Security holder may request a statement at any other time however a charge may be incurred for additional statements.

It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants trading in Shares prior to receiving a holding statement do so at their own risk. To the maximum extent permitted by law, the Company, the Share Registry and the Lead Manager disclaim all liability, whether in negligence or otherwise, if a Shareholder sells Shares before receiving a holding statement, whether on the basis of a confirmation of allocation provided by any of them, by a broker or otherwise.

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16. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings, unless the context requires otherwise:

$ means an Australian dollar.

Acquisition means the acquisition of 70% of the total issued share capital of Novarange under the Acquisition Agreement.

Acquisition Agreement means the agreement defined and summarised in Section 14.3.

Admission means admission of the Company to the Official List.

Applicant means a person who submits an Application Form.

Application means a valid application for Shares under this Prospectus made pursuant to an Application Form.

Application Form means the application form so titled attached to, or accompanying this Prospectus, and any replacement prospectus (including the electronic form provided by an online application facility).

Application Monies means monies received from persons applying for Shares pursuant to the Offer under this Prospectus.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the market operated by it (as the context requires).

ASX Settlement Operating Rules means the operating rules of the settlement facility operated by ASX Settlement Pty Ltd (ACN 008 504 532), as amended from time to time.

BDO means BDO Corporate Finance (WA) Pty Ltd (ACN 124 031 045).

Board means the board of Directors.

Burley or Company means Burley Minerals Limited (ACN 645 324 992).

Business Day means a day other than a Saturday or a Sunday when trading banks are ordinarily open for business in Perth, Western Australia.

Canaccord means Canaccord Genuity (Australia) Ltd (ACN 075 071 466).

Chairman means the chairman of the Board.

CHESS means the clearing house electronic sub-register system.

Closing Date means the closing date of the Offer which is set out in the “Important Dates” in Section 3 and which may be varied by the Company in consultation with the Lead Manager.

Company or Burley means Burley Minerals Limited (ACN 645 324 992).

Commencement Date is defined in Section 14.3.

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Completion means completion of the Offer, being the date on which Shares are issued to successful Applicants in accordance with the terms and conditions of the Offer.

Constitution means the constitution of the Company.

Corporate Governance Principles and Recommendations or Recommendations means The Corporate Governance Principles and Recommendations (4[th] Edition) as published by the ASX Corporate Governance Council.

Corporations Act means the Corporations Act 2001 (Cth) and any regulations promulgated under it.

Deferred Payments is defined in Section 14.3.

Directors means the directors of the Company from time to time.

Escrowed Shares means the number of Shares which are subject of the escrow arrangements as detailed in Section 6.22.

Financial Information has the meaning given in Section 11.1.

Full Subscription means the Minimum Subscription.

GST means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), and any other goods and services tax or any tax, levy, charge or impost which applies in a similar way.

Gurravembi means Gurravembi Investments Pty Ltd (ACN 063 220 333).

ILUA means an indigenous land use agreement.

Independent Expert means BDO.

Independent Expert’s Report means the report of BDO contained in Section 12.

Investigating Accountant means Bentleys Audit and Corporate (WA) Pty Ltd.

Independent Limited Assurance Report means the report contained in Section 11.

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 edition) prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.

Kingsreef means Kingsreef Pty Ltd (ACN 083 553 968) in its own capacity and as trustee for the NB&DL Family Trust.

Lead Manager means Canaccord Genuity (Australia) Ltd.

Lead Manager Mandate is defined in Section 14.2 being the agreement between the Company and the Lead Manager summarised in Section 14.2.

Listing means the admission of the Company to the Official List and Quotation.

Listing Date means the date of Listing.

Listing Rules means the Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the Official List, each as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

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Managing Director means the managing director of the Company.

Milestones means the milestones of the Performance Securities required to be achieved before they can be converted into Shares, the terms and conditions of which are set out in Section 15.5(c).

Minimum Subscription is defined in Section 6.3.

Mining Act means the Mining Act 1978 (WA) and any regulations made under it, each as amended from time to time.

Minister means the Minister referred to in section 10 of the Mining Act.

Native Title Act means the Mining Act 1993 (Cth).

Novarange means Novarange Pty Ltd (ACN 613 521 323).

Offer means the invitation to apply for Shares under this Prospectus.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Offer Price means $0.20 per Share.

Official List means the official list of the ASX.

Opening Date means the date the Offer opens which is set out in the “Important Dates” in Section 3 and which may be varied by the Company in consultation with the Lead Manager. Option means an option to subscribe for a Share on the terms and conditions set out in Section 15.5(b).

Option Holder means a holder of an Option.

Performance Securities means the performance securities issued by the Company whose terms and conditions are set out in Section 15.5(c).

Project or Yerecoin Project means the Yerecoin Project in Western Australia, comprised of the Tenements.

Prospectus means this prospectus dated 26 May 2020 (including the electronic form of this Prospectus) and any supplementary or replacement prospectus in relation this Prospectus.

Quotation means official quotation of the Shares by the ASX in accordance with the Listing Rules.

Related Party has the meaning given in the Corporations Act and Related Parties has a corresponding meaning.

Relevant Interest has the meaning given in the Corporations Act.

Rocket Science means Rocket Science Pty Ltd (ACN 074 032 21) in its own capacity and as trustee for the Trojan Capital Fund.

Seamist means Seamist Enterprises Pty Ltd (ACN 133 740 655).

Section means a section of this Prospectus.

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Securities means Shares, Options and Performance Securities, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Share Registry means Advanced Share Registry Ltd (ACN 127 175 946).

Shareholder means a holder of a Share.

Shareholders Agreement means the agreement defined and summarised in Section 14.4.

Tenements means exploration licences 70/2733-I and 70/2784-I applied for and granted under the Mining Act, and the details of which are set out in the Solicitors’ Report on Tenements in Section 13, or any one of them, as the context requires.

US Person has the meaning given in Rule 902(k) of Regulation S under the US Securities Act.

US Securities Act means the U.S. Securities Act of 1933, as amended.

Vendors means Gurravembi, Kingsreef, Rocket Science, Seamist and Widerange.

WA means Western Australia.

WST means Western Standard Time as observed in Perth, Western Australia.

Widerange means Widerange Corporation Pty Ltd (ACN 106 692 880) in its own capacity and as trustee for the Alyse Investment Trust.

Yerecoin Project or Project means the Yerecoin Project in Western Australia, comprised of the Tenements.

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17. DIRECTORS’ AUTHORISATION AND CONSENT

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors and lodged with ASIC pursuant to section 718 of the Corporations Act.

Each Director has consented to the lodgement of this Prospectus with ASIC in accordance with section 720 of the Corporations Act and has not withdrawn that consent prior to this Prospectus being lodged.

Dated: 26 May 2021.

==> picture [153 x 57] intentionally omitted <==

Bryan Dixon Non-Executive Chairman For and on behalf of BURLEY MINERALS LTD

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AI assistant

BURLEY MINERALS LTD — Capital/Financing Update 2021

64583_rns_2021-07-04_39ec84c6-172a-4620-a3c1-1087772c0457.pdf

ACN: 645 324 992

PROSPECTUS

___________

_________

IMPORTANT INFORMATION

TABLE OF CONTENTS

1. CORPORATE DIRECTORY

Directors

Legal Adviser

Company Secretary

**Author of Independent Limited Assurance Report ***

Registered Office

Author of Independent Expert’s Report

Contact Details

Author of Independent Technical Assessment Report

Auditor*

Share Registry*

Proposed ASX Code

Lead Manager to the Offer

2. IMPORTANT NOTICE

THIS PROSPECTUS CONTAINS AN INDEPENDENT EXPERT’S REPORT IN SECTION 12 ON WHETHER THE PERFORMANCE SECURITIES PROPOSED TO BE ISSUED BY THE COMPANY AT LISTING ARE FAIR AND REASONABLE TO THE NONPARTICIPATING SECURITY HOLDERS AT LISTING, AND SETS OUT THE ADVANTAGES AND DISADVANTAGES OF THE ISSUE.

2.1 Exposure Period

2.2 Electronic Prospectus and Application Forms

2.3

Website

2.4 Applicants Outside Australia

2.5 Financial Information

2.6 Disclaimer and Forward Looking Statements

2.7 Past Performance

2.8

Contract Summaries

2.9 Photographs and Diagrams

2.10

Currency

2.11 Time

2.12 Suitability of Investment and General Risk Factors - Note to Applicants

2.13 No cooling off rights

2.14 Financial Services Guide

2.15 Definitions

2.16 Competent Persons statement

3. KEY DATES AND OFFER INFORMATION

Important Dates*

Dates May Change

How to Invest

Questions

Key Offer Information

THE INDEPENDENT EXPERT HAS CONCLUDED THAT THE PROPOSED ISSUE OF THE PERFORMANCE SECURITIES AT LISTING IS NOT FAIR BUT REASONABLE TO THE NONPARTICIPATING SECURITY HOLDERS AT LISTING.

4. CHAIRMAN’S LETTER TO INVESTORS

5. INVESTMENT OVERVIEW

Burley is a mineral exploration company and you should consider that an investment in the Company is highly speculative.

6. DETAILS OF THE OFFER

6.1 Introduction

6.2 Shares offered for Subscription

6.3 Minimum Subscription

6.4 No Oversubscriptions

6.5 Conditions of the Offer

6.6 Offer Not Underwritten

6.7 Lead Manager

6.8 How to Apply for Shares

6.9 Allocation Policy

6.10 Issue of Shares

6.11 Discretion regarding the Offer

6.12 Purpose of the Offer

6.13 Use of Funds

Indicative Allocation of Funds

6.14 Current Capital Structure

6.15 Pro Forma Capital Structure

(b) Options

(c) Performance Securities

6.16 Substantial Shareholders

6.17 Control Implications of the Offer

6.18 ASX Listing

6.19 Applicants outside Australia – Restrictions on Distribution

6.20 Commissions Payable

6.21 Risk Factors

6.22 Restricted Securities

6.23 Taxation

BURLEY MINERALS LTD Capital/Financing Update 2021

Author of Independent Limited Assurance Report *