CARNABY RESOURCES LIMITED - Capital/Financing Update 2016

BERKUT MINERALS LIMITED ACN 610 855 064

PROSPECTUS

For an offer of 15,000,000 Shares at issue price of $0.20 per Share to raise $3,000,000, with the right to accept oversubscriptions of up to a further 2,500,000 Shares at an issue price of $0.20 per Share to raise up to a further $500,000.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered highly speculative.

CORPORATE DIRECTORY ............................................................................................................ 1	CORPORATE DIRECTORY ............................................................................................................ 1
IMPORTANT NOTICE ................................................................................................................... 2
CHAIRMAN’S LETTER ................................................................................................................... 4
KEY	OFFER INFORMATION .......................................................................................................... 5
1.	INVESTMENT OVERVIEW ............................................................................................... 6
2.	DETAILS OF THE OFFER ................................................................................................ 13
3.	COMPANY AND PROJECTS OVERVIEW ..................................................................... 18
4.	RISK FACTORS ............................................................................................................ 27
5.	INDEPENDENT GEOLOGIST’S REPORT ......................................................................... 36
6.	FINANCIAL INFORMATION AND INDEPENDENT LIMITED ASSURANCE REPORT ......... 69
7.	SOLICITOR’S REPORT ON TENEMENTS ........................................................................ 85
8.	BOARD, MANAGEMENT AND INTERESTS .................................................................. 115
9.	CORPORATE GOVERNANCE .................................................................................... 117
10.	MATERIAL CONTRACTS ............................................................................................ 121
11.	ADDITIONAL INFORMATION .................................................................................... 125
12.	DIRECTORS’ AUTHORISATION .................................................................................. 135
13.	GLOSSARY ................................................................................................................ 136

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CORPORATE DIRECTORY

Directors

Michael Bohm Non-Executive Chairman

Paul Payne Non-Executive Director

Justin Tremain Non-Executive Director

Registered Office

78 Churchill Avenue Subiaco, WA 6008

Telephone: + 61 8 9286 6399 Facsimile: +61 8 9286 6333

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

Chief Executive Officer

Lead Manager

Ben Cairns

Company Secretary

Max Capital Pty Ltd 35 Richardson Street West Perth WA 6005 AFSL: 411136

Melanie Li

Proposed ASX Code

BMT

Share Registry

Security Transfer Registrars 770 Canning Highway Applecross WA 6153

Solicitors

Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

Investigating Accountant

Grant Thornton Corporate Finance Pty Ltd Level 1, 10 Kings Park Road West Perth WA 6005

Independent Geologist

Agricola Mining Consultants Pty Ltd PO Box 473 South Perth WA 6951

Auditor

Grant Thornton Audit Pty Ltd Level 1, 10 Kings Park Road West Perth WA 6005

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IMPORTANT NOTICE

This Prospectus is dated 22 July 2016 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative.

Exposure Period

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. Applications for Shares under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period.

No offering where offering would be illegal

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary.

No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of the Shares in any jurisdiction outside Australia. This Prospectus has been prepared for publication in Australia and may not be released or distributed in the United States of America.

Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.berkutminerals.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus

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free of charge by contacting the Company by phone on +61 8 9286 6399 during office hours or by emailing the Company at [email protected].

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.

Website

No document or information included on our website is incorporated by reference into this Prospectus.

Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.

We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forwardlooking statements.

We have no intention to update or revise forward-looking statements, or to 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, except where required by law.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 4 of this Prospectus.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this prospectus are illustrative only and may not be drawn to scale.

Definitions

Terms used in this Prospectus are defined in the Glossary in section 13.

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CHAIRMAN’S LETTER

Dear Investor

On behalf of the Directors, it gives me great pleasure to invite you to become a Shareholder in Berkut Minerals Limited (Berkut or Company). Berkut is a Perth-based mineral exploration company established with the purpose of acquiring, exploring and developing gold and other mineral opportunities.

Since incorporation the Company has established itself as a Western Australian minerals exploration company, with assets (some still subject to application) that are prospective for gold and lithium. The Company has recently entered into an earn-in agreement to acquire an interest of up to 70% in the Cairn Hill Gold Project and secured a 100% interest in nearby Mt Clement Gold Project, both located in the Ashburton mineral field of Western Australia. The Company has also identified and secured 188km[2] of ground prospective for lithium in the Savory Basin of Western Australia, being the Capricorn Lithium Project.

The purpose of the Offer is to provide funds to satisfy the earn-in commitments on the Cairn Hill Gold Project earn-in agreement and to undertake a systematic exploration program aimed at the discovery of an economic mineral deposit in a historically proven gold mineral province. Exploration programs have been developed to provide the Company with the opportunity to unlock the value from the Projects.

This Prospectus is seeking to raise a minimum of $3.0 million with the right to accept oversubscriptions of up to a further 2,500,000 Shares to raise up to a further $500,000, being a maximum of $3.5 million.

Berkut has assembled an experienced management and exploration team which is well qualified to exploit the potential of the Company’s mineral assets. The Board has significant expertise and experience in mineral exploration, project development and corporate finance and aims to ensure that funds raised through the Offer will be utilised in a cost-effective manner to advance the Company’s projects.

I look forward to you joining us as a Shareholder and sharing in what we believe are exciting and prospective times ahead for the Company. Before you make your investment decision, I urge you to read this Prospectus in its entirety and seek professional advice if required.

Yours sincerely

Michael Bohm NON EXECUTIVE CHAIRMAN

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KEY OFFER INFORMATION

KEY DATES - Indicative timetable*

Lodgement of Prospectus with the ASIC	22 July 2016
Opening Date	1 August 2016
Closing Date	22 August 2016
Despatch of holding statements	19 September 2016
Expected date for quotation on ASX	26 September 2016

* The above dates are indicative only and may change without notice. The Exposure Period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act. The Company reserves the right to extend the Closing Date or close the Offer early without prior notice. The Company also reserves the right not to proceed with the Offer at any time before the issue of Shares to Applicants.

KEY OFFER DETAILS

	Minimum	Maximum
	Subscriptions	Subscriptions
Offer Price per Share	$0.20	$0.20
Shares to be issued under Offer	15,000,000	17,500,000
Total number of Shares on issue following the Offer	30,166,666	32,666,666
Gross Proceeds of the Offer	$3,000,000	$3,500,000

Notes:

Maximum Subscription assumes all oversubscriptions are accepted.

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1. INVESTMENT OVERVIEW

Item	Summary	Further information
A. Company
Who is the issuer of this Prospectus?	Berkut MineralsLimited (ACN 610 855 064) (Companyor Berkut).	Section 3.1
Who is the Company?	The Company was incorporated as a proprietary company limited by shares on 19 February 2016. Following Shareholder approval, the Company became an unlisted public company limited by shares on 1 July 2016. Since incorporation the Company has established itself as a Western Australian minerals exploration company, focussing on gold, base metals and lithium. The Company recently entered into an agreement to acquire an interest of up to 70% in a gold project located in the Ashburton region, Western Australian (Cairn Hill Gold Project). The Company has identified and secured an additional 218km2of ground as a gold target also located in the Ashburton region, Western Australia (Mt Clement Gold Project). The Company has also identified and secured 188km2of ground covering an area prospective for lithium in the Savory Basin in the Little Sandy Desert of Western Australia (Capricorn Lithium Project).	Sections 3.1and3.3
What is the Company interest in the Cairn Hill Gold Project?	On 14 June 2016, the Company entered into an earn-in and joint venture agreement with Coccinella Pty Ltd (ABN 80 104 725 813) (Coccinella), pursuant to which Coccinella will grant Berkut the conditional right to earn up to a 70% interest in the Cairn Hill Gold Project owned by Coccinella and form a joint venture with Coccinella (Joint Venture) to explore the Cairn HillGoldProject (Joint Venture Agreement). The Company may earn a 51% joint venture interest in the Cairn Hill Gold Project by spending $2,000,000 by 31 December 2019, $1,000,000 of which must be committed by December 2018. The Company has the option to increase its joint venture interest in the Cairn Hill Gold Project to 70% by sole funding the project until completion of a pre- feasibility study. The Company has committed to fund $200,000 in expenditure by 31 December 2016, at which point the Company will either withdraw or pay $100,000 to Coccinella as consideration for the retention of its earn-in rights. The Cairn Hill Gold Project consists of one registered tenement, being E08/2248.	Sections 3.1, 3.3 and 10.1

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Item	Summary	Further information
What is the Company’s interest in the Mt Clement Gold Project?	The Company has 100% ownership of the Mt Clement Gold Project. The Mt Clement Gold Project consists of two registered tenement applications, being E08/2848 and E08/2844.	Sections 3.1, 3.2 and 5
What is the Company’s interest in the Capricorn Lithium Project?	The Company has 100% ownership of the Capricorn Lithium Project. The Capricorn Lithium Project consists of one registered tenement application, being E69/3435.	Sections 3.1, 3.2 and 5
What is the Company’s business model?	A detailed explanation of the Company’s business model is provided at Section3.3	Sections 3.3 and 5
B. Business Model
What are the key business objectives of the Company?	The Company’s management strategy and purpose of this Offer is to provide Berkut with funding to: (a) satisfy its expenditure commitments under the Cairn Hill Joint Venture Agreement; (b) systematically explore the Company’s key projects being the Cairn Hill Gold Project, Mt Clement Gold Project and the Capricorn Lithium Project; (c) implement a growth strategy to seek out further exploration, acquisition and joint venture opportunities in Australia; and (d) provide working capital for the Company.	Section 3.3
C. Key Advantages and Key Risks
What are the key advantages of an investment in the Company?	The Directors are of the view that an investment in the Company provides the following non-exclusive list of advantages: (a) potential for the formation of and participation in the Joint Venture represents an attractive and immediate opportunity for the Company to commence its activities as a gold exploration and development company; (b) the Cairn Hill Gold Project has returned historic results which are further set out in the Independent Geologist’s Report at Section 5 of this Prospectus; (c) the Mt Clement Gold Project has several known precious metal prospects present and is prospective for high-grade structural gold and sediment hosted gold mineralisation; (d) the Capricorn Lithium Project is located in a region cross-cut by major tectonic structures, with evidence	Section 3

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Item	Summary	Further information
	for large intrusive bodies defined by regional gravity and potassic rich responses in radiometrics; and (e) the Company has a highly credible and experienced team to progress exploration and accelerate potential development of the Project(s).
What are the key risks of an investment in the Company?	The business, assets and operations of the Company, including following admission to the official list of the ASX, have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the Shares of the Company. The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Board can effectively manage them is limited. Based on the information available, a non-exhaustive list of the key risk factors affecting the Company are as follows: (a) there is no certainty that the Company will earn in the entire 70% interest in the Cairn Hill Gold Project or that completion of the pre-feasibility study will support a decision to commence mining operations on the Cairn Hill Gold Project; (b) future outlays of funds from the Company may be required for the future operations of the Joint Venture (in particular, potential mine development); (c) the mineral exploration licences comprising the Projects (assuming all are granted) are at exploration stage, and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that future exploration of these licences, or any other mineral licences that may be acquired in the future, will result in the discovery of an economic resource; and (d) the Mt Clement Gold Project and Capricorn Lithium Project are held under tenement applications, and, while the Company is not currently aware of any such circumstances or reasons, there is a risk that these applications may not be granted by the relevant Minister. Additional key risks are disclosed at Section 4 of this Prospectus.	Section 4
D. Directors and Key Management Personnel
Directors	The current Board is not anticipated to change upon listing, and shall be comprised of: (a) Mr Michael Bohm; (b) Mr Paul Payne; and (c) Mr Justin Tremain.	Section 8.1

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Item	Summary	Further information
Other Key Management Personnel	The Company’s Chief Executive Officer will be Mr Ben Cairns. Other than the Directors listed above and Mr Cairns, the Company does not have any other Key Management Personnel.	Section 8.1
What are the Director’s interests in the Company?	Each Director’s interest in the Company is set out at Section 8.2.	Section 8.2 11.5
E. Financial Information
How has the Company performed over the past 12 months?	The Company was only recently incorporated (19 February 2016) and has no operating history and limited historical financial performance. The Company has only recently commenced its own review and assessment of the exploration activities on the area of land the subject of the Cairn Hill Gold Project, Mt Clement Gold Project and the Capricorn Lithium Project. As a result, the Company is not in a position to disclose any key financial ratios other than its statement of profit and loss, statement of cash flows and pro-forma balance sheet which is included in the Financial Information set out in Section 6 of this Prospectus. The pro-forma balance sheet is summarised below:	Section 6

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Item	Summary	Further information
What is the financial outlook for the Company?	Given the current status of the Company’s Projects and the speculative nature of mineral exploration, 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 6
F. Offer
What is being offered?	The Offer is an offer of 15,000,000 Shares at an issue price of $0.20 per Share to raise $3,000,000 (before costs). The Offer is not underwritten. The minimum amount to be raised under the Offer is $3,000,000. The Company may accept oversubscriptions for up to a further 2,500,000 Shares at an issue price of $0.20 per Share to raise a further $500,000, being $3,500,000 in total. The purpose of the Offer is to facilitate an application by the Company for admission of the Company to the official list of the ASX and to position the Company to seek to achieve the objectives stated at section B above. The Board believes that on completion of the Offer, the Company will have sufficient working capital to achieve its objectives.	Section 2
What will the Company’s capital structure look like after completion of the Offer?	The Company’s capital structure on a post-Offer basis is set out in Section 3.7.	Section 3.7
What are the terms of the Shares offered under the Offer?	A summary of the material rights and liabilities attaching to the Shares offered under the Offer is set out in Section 11.2.	Section 11.2
Will any of the Shares issued under the Offer be subject to escrow?	No, none of the Shares issued under the Offer will be subject to escrow.	Section 2.7
Will the Shares issued under the Offer be quoted?	The Company will make an application to ASX for quotation of all Shares to be issued under the Offer.	Section 2.7

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Item	Summary	Further information
What are the key dates of the Offer?	The key dates of the Offer are set out in the indicative timetable in the Key Offer Information Section.	Key Offer Information Section
What is the minimum investment size under the Offer?	Applications under the Offer must be for a minimum of $2000 worth of Shares (10,000 Shares) and thereafter, in multiples of $500 worth of Shares (2,500 Shares).	Section 2.6
Are there any conditions to the Offer?	No, other than the Minimum Subscription, the offer is unconditional.	Section 2.3
G. Use of proceeds
How will the proceeds of the Offer be used?	The Offer proceeds and the Company’s existing cash reserves will be used for: (a) meeting the Company’s commitments with regards to the Joint Venture including further exploration and evaluation of the Cairn Hill Gold Project; (b) exploration and evaluation of the Mt Clement Gold Project and the Capricorn Lithium Project; (c) further project generation; (d) administration and corporate costs; and (e) general working capital. Further details of which are set out in Section 2.4.	Section 2.4
H. Additional information
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. However the Company will pay a fee to the Lead Manager of 5% (ex GST) of the total amount raised under the Prospectus.	Sections 2.5 and 2.12
What are the tax implications of investing in Shares?	Shares may be subject to Australian tax on dividends 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 2.5

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Item	Summary	Further information
What are the corporate governance principles and policies 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 (3rd Edition) as published by ASX Corporate Governance Council (Recommendations). The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined in Section 9 of this Prospectus. In addition, the Company’s full Corporate Governance Plan is available from the Company’s website (www.berkutminerals.com.au). Prior to listing on the ASX, the Company will announce its main corporate governance policies and practices and the Company’s compliance and departures from the Recommendations.	Section 9
Where can I find more information?	(a) By speaking to your sharebroker, solicitor, accountant or other independent professional adviser. (b) By contacting the Company Secretary on +61 8 9286 6399. (c) By contacting the Share Registry on +61 8 9315 2333.

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.

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2. DETAILS OF THE OFFER

2.1 The Offer

Pursuant to this Prospectus, the Company invites applications for 15,000,000 Shares at an issue price of $0.20 per Share to raise $3,000,000. The Shares offered under this Prospectus will rank equally with the existing Shares on issue.

2.2 Oversubscriptions

The Company also reserves the right to accept oversubscriptions of up to a further 2,500,000 Shares at an issue price of $0.20 per Share to raise up to a further $500,000. The maximum amount which may be raised under the Offer is accordingly $3,500,000 (Maximum Subscription).

2.3 Minimum subscription

The minimum amount which must be raised under this Prospectus is $3,000,000 (Minimum Subscription). If the Minimum Subscription has not been raised within 4 months after the date of this Prospectus, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

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2.4 Use of Funds

The Company intends to apply funds raised from the Offer, together with existing cash reserves, over the first two years following admission of the Company to the official list of ASX as follows:

Funds available	Minimum Subscription ($) ($3,000,000)	Percentage of Funds (%)	Maximum Subscription ($) ($3,500,000)	Percentage of Funds (%)
Existing cash reserves1	344,840	10.31	344,840	8.97
Funds raised from the Offer	3,000,000	89.69	3,500,000	91.03
Total	3,344,840	100.00	3,844,840	100.00
Allocation of funds
Exploration expenditure and assessment of the Cairn Hill Gold Project (including commitments under Joint Venture Agreement)2	1,595,000	47.69	1,770,000	46.04
Exploration expenditure and assessment of the Mt Clement Gold Project2	240,000	7.18	320,000	8.32
Exploration expenditure and assessment of the Capricorn Lithium Project2	165,000	4.93	170,000	4.42
Administration costs	880,000	26.31	880,000	22.89
Working capital	204,840	6.12	419,840	10.92
Costs of the Offer3	260,000	7.77	285,000	7.41
Total	3,344,840	100.00	3,844,840	100.00

Notes:

Refer to the Financial Information set out in Section 6 of this Prospectus for further details.
Refer to the Independent Geologist’s Report in Section 5 of this Prospectus for further information on the planned exploration activities and expenditure budget for the Projects.
Refer to Section 11.8 of this Prospectus for further details.

In the event the Company accepts oversubscriptions and raises more than the Minimum Subscription of $3,000,000 the additional funds raised will be proportionately applied towards exploration expenditure after deducting costs of the Offer (which will vary depending on the amount raised). Working capital will increase relative to the budgeted exploration expenditure. Further details of the Company’s proposed exploration program and budgets are outlined in Section 3 of this Prospectus.

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It should be noted that the Company’s budgets will be subject to modification on an ongoing basis depending on the results obtained from exploration and evaluation work carried out. This will involve an ongoing assessment of the Company’s mineral interests. The results obtained from exploration and evaluation programs may lead to increased or decreased levels of expenditure on certain projects reflecting a change in emphasis.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

The Directors consider that following completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives. It should however be noted that an investment in the Company is speculative and investors are encouraged to read the risk factors outlined in Section 4.

2.5 Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor.

It is not possible to provide a comprehensive summary of the possible taxation positions of all potential applicants. As such, all potential investors in the Company 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, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

No brokerage, commission or duty is payable by Applicants on the acquisition of Shares under the Offer.

2.6 Applications

Applications for Shares under the Offer must be made using the Application Form.

By completing an Application Form, each Applicant under the Offer will be taken to have declared that all details and statements made by you are complete and accurate and that you have personally received the Application Form together with a complete and unaltered copy of the Prospectus.

Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 2,500 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.

Completed Application Forms and accompanying cheques, made payable to “Berkut Minerals IPO Account” and crossed “Not Negotiable”, must be mailed or delivered to the address set out on the Application Form by no later than 5:00pm (WST) on the Closing Date, which is scheduled to occur on 22 August 2016.

The Company reserves the right to close the Offer early.

If you require assistance in completing an Application Form, please contact the Share Registry on +61 8 9315 2333.

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2.7 ASX listing

Application for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus.

If the Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of this Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

Subject to the Company being admitted to the Official List, certain Shares and Options on issue prior to the Offer will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. The Board does not expect that any Shares issued under the Offer will be subject to escrow under the ASX Listing Rules.

The Company will announce to the ASX full details (quantity and duration) of the Shares and Options required to be held in escrow prior to the Shares commencing trading on ASX.

2.8 Issue

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

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

The Directors will determine the recipients of the issued Shares in their sole discretion. The Directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

2.9 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other

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consents are required or whether any other formalities need to be considered and followed.

If you are outside Australia it is your responsibility to obtain all necessary approvals for the issue of the Shares pursuant to this Prospectus. 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 have been obtained.

2.10 Not underwritten

The Offer is not underwritten.

2.11 Lead Manager

Max Capital (ABN 87 152 214 956) (AFSL: 411136) has been appointed as lead manager to the Offer. The terms of the lead manager mandate with Max Capital are summarised in Section 10.2.

2.12 Commissions payable

The Company reserves the right to pay a commission of up to 5% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian financial services licensee in respect of any valid 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. Max Capital will be responsible for paying all commissions that Max Capital and the Company agree with any other licensed securities dealers or Australian financial services licensee out of the fees paid by the Company to Max Capital under the Lead Manager Mandate.

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3. COMPANY AND PROJECTS OVERVIEW

3.1 Background

The Company was incorporated as a proprietary company limited by shares on 19 February 2016, for the purpose of acquiring prospective and under-explored exploration projects. Following Shareholder approval, the Company became an unlisted public company limited by shares on 30 June 2016.

On 14 June 2016, the Company entered into an earn-in and joint venture agreement with Coccinella Pty Ltd (Joint Venture Agreement) pursuant to which Berkut may earn a 70% interest in the Cairn Hill Gold Project. The terms of the Joint Venture Agreement are as outlined below.

Berkut Minerals to spend $2.0 million by 31 December 2019 to earn 51% joint venture interest (Earn-In Expenditure).
$1.0 million of the Earn-In Expenditure to be committed by 31 December 2018.
Berkut may increase Joint Venture interest to 70% by sole funding the Cairn Hill Gold Project until completion of a Pre-Feasibility Study.
Berkut to fund $200,000 in expenditure by 31 December 2016.
Berkut must make an additional payment of $100,000 to Coccinella by 7 January 2017 to retain its earn-in rights.

Further details with respect to the Joint Venture Agreement are set out in Section 10.1.

Additionally, the Company also identified and secured a tenement considered prospective for lithium in the Little Sandy Desert of Western Australia, being the Capricorn Lithium Project and two tenements prospective for gold and base metals mineralisation in the Ashburton mineral field of Western Australia, being the Mt Clement Gold Project.

As further set out in the Solicitor’s Report on Tenements (Section 7 of this Prospectus) and the Independent Geologist Report (Section 5 of this Prospectus), the Company’s projects (Projects) consist of the following tenements:

(a) Cairn Hill Gold Project E08/2248;
(b) Mt Clement Gold Project E08/2848 (application) and E08/2844 (application); and
(c) Capricorn Lithium Project E69/3435 (application).

(together the Tenements).

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3.2 Overview of Projects

The Cairn Hill Gold Project is located along a regionally significant mineralised trend in the highly prospective Ashburton region of Western Australia approximately 40 kilometres west-northwest of Paraburdoo. The project is along strike from the Northern Star Limited’s Paulsen’s Gold Mine and the Mt Olympus Mining district.

There are historical drilling results available in respect of the Cairn Hill Gold Project. Refer to the Independent Geologist’s Report for further information in respect of these drilling results. The intersections are 130 metres apart and remain open and untested along strike and down dip. The high grade gold results are located within a 3,000 metre by 500 metre arsenic anomaly on a regional northwest structure. The geological setting of the Cairn Hill Gold Project is analogous to the Paulsen’s Gold Mine.

The Mt Clement Gold Project is located approximately 170 kilometres due west of Paraburdoo in Western Australia and approximately 60 kilometres south of the Paulsen’s Gold Mine. The project area surrounds the Mt Clement Gold Prospect and Eastern Hills Prospect. The Mt Clement Gold Project area has several known precious and base metal prospects present and is prospective for high grade structural gold and sediment hosted gold and base metal mineralisation.

The Capricorn Lithium Project is located in the Little Sandy Desert in Western Australia and is situated on a major tectonic structure, lying on the northern edge of a large intrusive body interpreted from gravity. Historic surface geochemistry has highlighted lithium anomalism up to 100 times background, associated with a potassic radiometric anomaly.

Figure 1 | Location of Projects

==> picture [421 x 145] intentionally omitted <==

Refer to the Independent Geologist’s Report for further information in respect of the Projects.

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3.3 Business Model

3.3.1 Proposed Exploration Program and Expenditure

Cairn Hill Gold Project

An initial program of gradient Induced Polarization (IP) geophysics is planned at the main zone within the Cairn Hill Gold Project. This will be followed by a heritage survey and clearance to allow both reverse circulation (RC) and diamond core (DDH) drilling. Regional work at the Cairn Hill Gold Project will comprise the continuation of the IP survey covering prospective areas east of the previous highgrade intercepts. This area is blanketed with variable shallow cover. A soil auger drilling program is planned to define the extent of the targeted system and to work-up targets for further RC drilling. Subject to positive drilling results, infill drilling and extensional drilling will occur in phase two at the Cairn Hill Gold Project as well as further drilling of any regional mineralisation identified.

Mt Clement Gold Project

The Mt Clement Gold Project will be subject to an initial interpretation of the regional geophysics to assess the structural settings, followed by a gradient array IP survey over areas of interest, particularly around known historic prospects. This would be followed by an auger soil program and subsequent drilling programs over prospective targets. First pass RC and DDH drilling will be planned to define basement mineralisation.

Capricorn Lithium Project

At the Capricorn Lithium Project a program consisting of a geophysical survey and surface mapping and sampling is planned to identify the source of anomalous lithium on the tenement. Subject to positive indications from this work, a heritage survey to clear targets for drilling is expected to be completed. Aircore drilling would initially be used to target the lithium-bearing lithologies in the basement.

Further details of the Company’s intended exploration program are contained in the Independent Geologist’s Report in Section 5.

The Company proposes to fund its exploration activities over the first two years, as outlined in the table below.

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Project	Minimum Subscription	Minimum Subscription	Maximum	Subscription
	Year 1	Year 2	Year 1	Year 2
Cairn Hill Gold Project
Joint Venture payment	100,000	0	100,000	0
IP survey	50,000	0	50,000	0
Airborne geophysics	40,000	0	40,000	0
Heritage agreement & survey	40,000	0	40,000	0
Geochemical survey	35,000	0	35,000	0
Drilling	460,000	560,000	545,000	640,000
Resource estimation	0	40,000	0	35,000
Scoping studies	0	60,000	0	75,000
Overheads	100,000	110,000	100,000	110,000
Total Cairn Hill Gold Project	825,000	770,000	910,000	860,000
Mt Clement Gold Project
Heritage Agreement & survey	15,000	0	15,000	0
Airborne geophysics	20,000	0	20,000	0
Geochemical survey	30,000	0	30,000	0
Drilling	50,000	50,000	75,000	105,000
Overheads	35,000	40,000	35,000	40,000
Total Mt Clement Gold Project	150,000	90,000	175,000	145,000
Capricorn Lithium Project
Heritage agreement & survey	25,000	0	25,000	0
Airborne geophysics	30,000	0	30,000	0
Geochemical survey	30,000	0	30,000	0
Drilling	0	65,000	0	70,000
Overheads	7,000	8,000	7,000	8,000
Total Capricorn Lithium Project	92,000	73,000	92,000	78,000
Total Exploration Expenditure	1,067,000	933,000	1,177,000	1,083,000

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The exploration programs and budgeted expenditure outlined above is subject to modification on an ongoing basis and is contingent on circumstances, results and other opportunities. Expenditure may be reallocated as a consequence of such changes or new opportunities arising and will always be prioritised in accordance with due regard to geological merit and other business decisions related to the Company’s activities. Ongoing assessment of the Company’s Projects may lead to increased or decreased levels of expenditure reflecting a change of emphasis.

3.3.2 Competent Person’s Statement

The information in this Prospectus that relates to Exploration Results and Mineral Resources of the Company has been reviewed by Malcolm Castle (BSc,(Hons), GCertAppFin (Sec Inst), MAusIM)) who is engaged as the independent geologist by the Company and who is a member of the Australasian Institute of Mining and Metallurgy and is bound by and follows the Institute’s codes and recommended practices. Malcolm Castle has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity to which he is undertaking to qualify as an expert and competent person as defined in the VALMIN Code and in the 2012 Edition of the ‘Australasian Code for Reporting of exploration Results, Mineral resources and ore Reserves’. Malcolm Castle consents to the inclusion in this Prospectus of the matters based on his information in the form and context in which it appears.

3.3.3 Strategy Post Listing

The primary objective of the Company has been to focus on mineral exploration of resource opportunities that have the potential to deliver growth for Shareholders. In order to achieve this objective following Listing the Company proposes to undertake the exploration programs highlighted above and further explained in the Independent Geologist Report in Section 5 of this Prospectus. The results of the exploration programs will determine the economic viability and possible timing for the commencement of further testing including pre-feasibility studies and commencement of other mining operations on the Projects.

In summary, the Company’s management strategy and purpose of this Offer is to provide Berkut with funding to:

(a) satisfy its expenditure commitments under the Cairn Hill Joint Venture;
(b) systematically explore the Company’s key projects being the Cairn Hill Gold Project, the Mt Clement Gold Project and the Capricorn Lithium Project;
(c) implement a growth strategy to seek out further exploration, acquisition and joint venture opportunities in Australia; and
(d) provide working capital for the Company.

The Company has sufficient working capital to carry out its stated objectives for the two years following admission to the official list of ASX. Further information regarding the Company’s planned activities is set out in Independent Geologist Report in Section 5 of this Prospectus.

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3.4 Directors and key personnel

Michael Bohm B.AppSc (Mining Eng.), MAusIMM, MAICD Non-Executive Chairman

Mr Michael Bohm is a qualified mining professional with extensive Corporate, Project Development & Mine Operations experience. Mr Bohm has extensive minerals industry experience in Australia, South East Asia, Africa, Chile, Canada and Europe/UK. A graduate of the WA School of Mines, he has worked as a mining engineer, mine manager, study manager, project manager and project director. He has been directly involved in a number of project developments in the gold, nickel and diamond sectors both in Australia and offshore. His corporate experience includes previous directorships at Argyle Diamond Mines, Sally Malay Mining Limited (now Panoramic Resources) in Australia (ASX) and Ashton Mining of Canada (TSX). Mr Bohm is currently Non-Executive Director of Perseus Mining Limited and Ramelius Resources Limited and is the Non-Executive Chairman of Tawana Resources NL.

Paul Payne B.AppSc, Grad Dip Min Ec, Grad Cert (Geostats), FAusIMM Non-Executive Director

Mr Paul Payne is principal of PayneGeo and has over 30 years of experience within the mining industry including over ten years of independent consulting across a range of commodities and jurisdictions ranging from high level reviews, to development of exploration strategy to participation in definitive feasibility studies.

Mr Payne has extensive technical experience in the evaluation of mineral deposits from early stage exploration to definitive feasibility studies. Recent exploration experience includes the implementation and management of gold exploration for Dacian Gold Limited in Western Australia, and for Rift Valley Resources in Tanzania. Both projects had substantial discoveries under his management.

Mr Payne has formal qualifications in geology as well as post-graduate qualifications in geostatistics and mineral economics.

Mr Payne has held recent corporate roles including Technical Director and Managing Director of ASX listed companies including the position of founding Managing Director of Dacian Gold Limited taking that company through a successful IPO and making the major initial gold discoveries at the Mount Morgans project.

Justin Tremain B.Com

Non-Executive Director

Mr Justin Tremain graduated from the University of Western Australia with a Bachelor of Commerce degree. Mr Tremain cofounded ASX listed Renaissance Minerals Limited in June 2010 and has served as Renaissance’s Managing Director since that time. Prior to founding Renaissance Minerals Limited, he had over 10 years’ investment banking experience in the natural resources sector. He has held positions with Investec, NM Rothschild & Sons and Macquarie Bank and has extensive experience in the funding of natural resource projects in the junior to mid-tier resource sector. He has undertaken numerous advisory assignments for resource companies, including acquisition and disposal assignments and project advisory roles.

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Other Management

Ben Cairns BSc (Hons) Geology, MAIG

Chief Executive Officer

Mr Ben Cairns is a geologist with over 17 years’ experience with extensive knowledge of Western Australian mineral systems. Mr Cairns has been instrumental in advancing several precious metal and bulk commodity projects through exploration, feasibility studies and development into operating mines. He is a Member of the Australian Institute of Geoscientists.

Ms Melanie Li B.Com CA

Company Secretary

Ms Melanie Li has over 6 years’ experience in the mining industry. She commenced her career at ASX-listed Tanami Gold NL where she qualified as a chartered accountant. She is currently the Financial Controller and Company Secretary of Tawana Resources NL and also the Financial Controller of Helix Resources Limited.

Ms Li has recently completed the Graduate Diploma of Applied Corporate Governance with the Governance Institute of Australia (formerly known as Chartered Secretaries Australia).

The Company is aware of the need to have sufficient management to properly supervise the exploration and (if successful) for the development of the projects in which the Company has, or will in the future have, an interest and the Board will continually monitor the management roles in the Company. As the Company’s projects require an increased level of involvement the Board will look to appoint additional management and/or consultants when and where appropriate to ensure proper management.

3.5 Additional Information

Prospective investors are referred to and encouraged to read in its entirety both the:

(a) the Independent Geologist’s Report in Section 5 for further details about the geology, location and mineral potential of the Company’s projects; and
(b) the Solicitor’s Report on Tenements in Section 7 for further details in respect to the Company’s interests in the Tenements.

3.6 Dividend Policy

The Board anticipates that significant expenditure will be incurred in the evaluation and development of the Company’s Projects. These activities, together with the possible acquisition of interests in other projects, are expected to dominate at least, the first two year periods following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant

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by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

3.7 Capital Structure

The capital structure of the Company following completion of the Offer is summarised below[1] :

Shares[2]

	Number (Minimum Subscription)	Number (Maximum Subscription)
Shares currently on issue3	15,166,666	15,166,666
Shares to be issued pursuant to the Offer	15,000,000	17,500,000
Total Shares on completion of the Offer	30,166,666	32,666,666

Options

	Number
Options currently on issue4	3,500,000
Options to be issued pursuant to the Offer	Nil
Total Options on completion of the Offer	3,500,000

Notes:

Refer to the Financial Information and Independent Limited Assurance Report set out in Section 6 of this Prospectus for further details.
The rights attaching to the Shares are summarised in Section 11.2 of this Prospectus.
The Shares currently on issue comprise 10,500,000 Shares held by Directors, Management and Founders and 4,666,666 Shares issued under a seed capital raising. The Shares issued under the seed capital raising were issued on 30 June 2016 at an issue price of $0.075 each to seed capital investors to fund exploration at the Cairn Hill Gold Project, listing costs and initial working capital requirements of the Company. These Shares were issued at a discount to the issue price of the Shares offered pursuant to the Offer to reflect the increased risk associated with an investment in the Company at the time of issue of the seed capital.
Comprising 3,000,000 Class A Options, which are exercisable at $0.25 on or before 31 December 2019 and 500,000 Class B Options which are exercisable at $0.20 on or before 31 December 2019. Terms and conditions of the Options are outlined in section 11.3.

3.8 Substantial Shareholders

Those Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer (assuming full subscription) are set out in the respective tables below.

As at the date of the Prospectus

Shareholder	Shares	Options	% (undiluted)	% (fully diluted)
Sasha Tremain1	2,000,000	Nil	13.19%	10.71%
Karen Lamb	2,000,000	500,000	13.19%	13.39%

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Blue Leaf Corporate Pty Ltd	1,999,999	500,000	13.19%	13.39%
Ben Cairns	900,000	500,000	5.93%	7.50%

Spouse of Justin Tremain a Director of the Company.

On completion of the Offer with Minimum Subscriptions (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer)

Shareholder	Shares	Options	% (undiluted)	% (fully diluted)
Sasha Tremain1	2,000,000	Nil	6.63%	5.94%
Karen Lamb	2,000,000	500,000	6.63%	7.43%
Blue Leaf Corporate Pty Ltd	1,999,999	500,000	6.63%	7.43%

Spouse of Justin Tremain a Director of the Company.

On completion of the Offer with Maximum Subscriptions (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer)

Shareholder	Shares	Options	% (undiluted)	% (fully diluted)
Sasha Tremain1	2,000,000	Nil	6.12%	5.53%
Karen Lamb	2,000,000	500,000	6.12%	6.91%
Blue Leaf Corporate Pty Ltd	1,999,999	500,000	6.12%	6.91%

Spouse of Justin Tremain a Director of the Company.

The Company will announce to the ASX details of its top-20 Shareholders (following completion of the Offer) prior to the Shares commencing trading on ASX.

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4. RISK FACTORS

4.1 Introduction

The Shares offered under this Prospectus are considered highly speculative. An investment in our Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

There are specific risks which relate directly to our business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

4.2 Company specific

(a) Limited history

The Company was only recently incorporated (19 February 2016) and has no operating history and limited historical financial performance. Exploration has previously been conducted on the area of land the subject of the Cairn Hill Gold Project, however, the Company has only recently commenced its own review and assessment of the exploration activities at the Cairn Hill Gold Project. Both the Mt Clement Gold Project and Capricorn Lithium Project are in a tenement application stage and therefore the Company has not yet commenced its own exploration activities on these two projects. No assurance can be given that the Company will achieve commercial viability through the successful exploration and/or mining of the Projects. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

(b) Restricted securities reducing liquidity

Subject to the Company being admitted to the Official List, certain Shares and Options on issue prior to the Offer will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.

The Company will announce to the ASX full details (quantity and duration) of the Shares and Options required to be held in escrow prior to the Shares commencing trading on ASX.

(c) Joint Venture and Contractual Risk

The exploration of and any future mining operations on the Cairn Hill Gold Project are subject to the Joint Venture Agreement with Coccinella. The successful exploration of and any future mining operations on the Cairn Hill Gold Project are reliant on Coccinella performing their obligations under the Joint Venture Agreement. There would be a material adverse

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impact on the exploration of and any future mining operations on the Cairn Hill Gold Project and the Company’s interest in the Cairn Hill Gold Project, if Coccinella does not perform its obligations under the Joint Venture Agreement or the relationship between the Company and Coccinella deteriorates.

If Coccinella defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly.

(d) Tenure, access and grant of applications

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements and/or applications for tenements will be approved.

The Tenements are also at various stages of application and grant, specifically the tenements for the Mt Clement Gold Project and the Capricorn Lithium Project are still under application. There can be no assurance that the tenement applications that are currently pending will be granted. There can be no assurance that when the tenement is granted, it will be granted in its entirety. Additionally, some of the tenement areas applied for may be excluded. The Company is unaware of any circumstances that would prevent the tenement application from being granted, however the consequence of being denied the applications for reasons beyond the control of the Company and the Joint Venture could be significant.

Tenements are subject to the applicable mining acts and regulations in Western Australia. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements 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 and the Joint Venture.

The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Western Australia and the ongoing expenditure budgeted for by the Company and the Joint Venture.

However the consequence of forfeiture or involuntary surrender of a granted tenements for reasons beyond the control of the Company and the Joint Venture could be significant.

Please refer to the Solicitor’s Report on Tenements in Section 7 for further details.

(e) Exploration and operating

The mineral exploration licences comprising the Projects are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that future exploration of these licences, or any other mineral licences that may be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable

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resource is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company and the Joint Venture may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns or adverse weather conditions, unanticipated operational and technical difficulties, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts, plant, equipment and staff, native title process, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company, and in relation to the Cairn Hill Gold Project, Coccinella, being able to maintain title to the mineral exploration licences comprising the Projects and obtaining all required approvals for their contemplated activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the Projects, a reduction in the cash reserves of the Company and possible relinquishment of one or more of the mineral exploration licences comprising the Projects.

As stated elsewhere in this Prospectus, the mechanism of participation in the Joint Venture allows the Company to measure the relative benefits to Shareholders in continuing with or diluting and withdrawing from the Joint Venture. This deal structure has largely mitigated the risk to the Company and to Shareholders inherent in Cairn Hill Gold Project exploration activities.

4.3 Industry specific

(a) Gold and lithium

Changes in the market price of gold and lithium, which in the past have fluctuated widely, will affect the profitability of the Company’s operations and its financial condition in the future, if and when the Company enters production. The Company’s revenues, profitability and viability would depend on the market price of gold and lithium produced from the Company’s Projects. The market price of gold and lithium are set in the world market and is affected by numerous industry factors beyond the Company’s control including the demand, expectations with respect to the rate of inflation, interest rates, currency exchange rates, the demand for jewellery and industrial products containing metals, gold and lithium production levels, inventories, cost of substitutes, changes in global or regional investment or consumption patterns, and sales by central banks and other holders, speculators and procedures of gold and lithium and other metals in response to any of the above factors, and global and regional political and economic factors.

Should the Company eventually enter a production phase, a decline in the market price of gold and lithium below the Company’s production costs for any sustained period would have a material adverse impact on the profit, cash flow and results of operations of the Company’s projects and anticipated future operations. Such a decline also could have a material adverse impact on the ability of the Company to finance the exploration and development of its existing and future mineral projects.

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A decline in the market price of gold may also require the Company to write-down its material reserves which would have a material adverse effect on the value of the Company’s securities. Further, if future revenue from any future gold sales decline, the Company may experience liquidity difficulties. The Company will also have to assess the economic impact of any sustained lower prices on recoverability and therefore, on cut-off grades and the level of any future mineral reserves and resources.

(b) Exploration costs

The exploration costs of the Company as summarised in Section 3 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 uncertainty, and accordingly, the actual costs may materially differ from the 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 impact the Company’s viability.

(c)

Resource and reserves and exploration targets

The Company has identified a number of exploration targets based on geological interpretations and limited geophysical data, geochemical sampling and historical drilling. Insufficient data however, exists to provide certainty over the extent of the mineralisation. Whilst the Company intends to undertake additional exploratory work with the aim of defining a resource, no assurances can be given that additional exploration will result in the determination of a resource on any of the exploration targets identified. Even if a resource is identified no assurance can be provided that this can be economically extracted.

Reserve and Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when initially calculated may alter significantly when new information or techniques become available. In addition, by their very nature resource and reserve estimates are imprecise and depend to some extent on interpretations which may prove to be inaccurate.

(d) Mine development

Possible future development of mining operations at the Projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

If the Company either alone or as the Joint Venture commence production on any of the Projects, its operations may be disrupted by a variety of risks and hazards which are beyond the control of the Company. No assurance can be given that the Company or the Joint Venture will achieve commercial viability through the development of the Projects.

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The risks associated with the development of a mine will be considered in full should the Projects reach that stage and will be managed with ongoing consideration of stakeholder interests.

(e)

Environmental

The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or noncompliance with environmental laws or regulations.

The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive.

Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

(f)

Native title and Aboriginal heritage

In relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Please refer to the Solicitor’s Report on Tenements in Section 7 of this Prospectus for further details.

The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

4.4 General risks

(a) Economic

General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates

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may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

(b) Commodity price volatility and exchange rate risks

If the Company or the Joint Venture achieves success leading to mineral production, the revenue it will derive through the sale of product 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. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macroeconomic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company and the Joint Venture will be taken into account in Australian currency, exposing the Company and the Joint Venture to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

(c)

Competition risk

The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

(d) Currently no market

There is currently no public market for the Company’s Shares, the price of its Shares is subject to uncertainty and there can be no assurance that an active market for the Company’s Shares will develop or continue after the Offer.

The price at which the Company’s Shares trade on ASX after listing may be higher or lower than the Offer Price and could be subject to fluctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the Directors and the Company have no control, such as movements in mineral prices and exchange rates, changes to government policy, legislation or regulation and other events or factors.

There can be no guarantee that an active market in the Company’s Shares will develop or that the price of the Shares will increase.

There may be relatively few or many potential buyers or sellers of the Shares on ASX at any given time. This may increase the volatility of the market price of the Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is above or below the price that Shareholders paid.

4332-01/1533909_2

(e) 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:

General economic outlook.
Introduction of tax reform or other new legislation.
Interest rates and inflation rates.
Changes in investor sentiment toward particular market sectors.
The demand for, and supply of, capital.
Terrorism or other hostilities.

The market price of securities 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. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of exploration companies experience extreme price and volume fluctuations that have often been unrelated to the operating performance of such companies. These factors may materially affect the market price of the Shares regardless of the Company’s performance.

(f) Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

(g) Additional requirements for capital

The Company’s capital requirements depend on numerous factors. The Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, 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 however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

4332-01/1533909_2

(h) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

(i) Agents and contractors

The Directors are unable to predict the risk of the insolvency or managerial failure by any of the contractors used (or to be used in the future) by the Company in any of its activities or the insolvency or other managerial failure by any of the other service providers used (or to be used in the future) by the Company for any activity.

(j) Force majeure

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(k)

Government policy changes

Adverse changes in government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitting in Western Australia may change, resulting in impairment of rights and possibly expropriation of the Company’s properties without adequate compensation.

(l)

Litigation risks

The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position. The Company is not currently engaged in any litigation.

(m) Insurance

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 of all risks associated with mineral exploration and production is not always available and where available the costs can be prohibitive.

(n) Regulatory risks

The Company’s exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, conditions including environmental

4332-01/1533909_2

compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities.

Obtaining necessary permits can be a time consuming process and there is a risk that the Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the Tenements.

4.5 Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus.

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Potential investors should consider that investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

4332-01/1533909_2

5. INDEPENDENT GEOLOGIST’S REPORT

4332-01/1533909_2

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6. FINANCIAL INFORMATION AND INDEPENDENT LIMITED ASSURANCE REPORT

6.1 Introduction

The financial information contained in this Section includes:

(a) summary statutory audited historical statement of profit or loss and other comprehensive income for the period from 19 February 2016 (date of incorporation) to 30 June 2016;
(b) summary statutory audited historical statements of cash flow for the period from 19 February 2016 (date of incorporation) to 30 June 2016;
(c) statutory audited historical statement of financial position as at 30 June 2016; and
(d) the Pro forma historical statement of financial position as at 30 June 2016 together referred to as the ‘Historical Financial Information’.

All amounts disclosed in this section are presented in Australian dollars.

6.2 Basis of preparation of the Historical Financial Information

Background

The Historical Financial Information included in this section has been prepared in accordance with the recognition and measurement principles of Australian Accounting Standards (including the Australian Accounting Interpretations) adopted by the Australian Accounting Standards Board and the Corporations Act. The Historical Financial Information is presented in an abbreviated form insofar as it does not include all the presentation, disclosures, statements or comparative information as required by Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act. Significant accounting policies applied to the Historical Financial Information are noted at the end of this section under the heading ‘Significant Accounting Policies’.

The Historical Financial Information has been reviewed and reported on by Grant Thornton Corporate Finance Pty Ltd as set out in the Independent Limited Assurance Report in Section 6. Investors should note the scope and limitations of the Independent Limited Assurance Report.

The Historical Financial Information has been prepared for the purpose of the Offer.

The historical financial information of the Company has been extracted from the audited financial statements for the period from 19 February 2016 to 30 June 2016 which were audited by Grant Thornton Pty Ltd. An unmodified audit opinion was issued.

The information set out in this Section and Berkut’s selected financial information should be read together with:

(a) Management’s discussion & analysis set out in this section;
(b) The risk factors described in Section 4;
(c) The Use of Proceeds of the Offers described in Section 2.4;

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(d) The indicative capital structure described in Section 3.7;
(e) The Independent Limited Assurance Report on the Historical Financial Information set out at the end of this Section 6; and
(f) The other information contained in this Prospectus.

All amounts disclosed in this section are presented in AUD$, unless otherwise noted.

Investors should also note that historical results are not a guarantee of future performance.

6.3 General factors affecting the operating results of the Company

Below is a discussion of the main factors which affected the Company’s operations and relative financial performance for the period from 19 February 2016 (date of incorporation) to 30 June 2016 which the Company expects may continue to affect it in the future. The discussion of these general factors is intended to provide a summary only and does not detail all factors that affected the Company’s historical operating and financial performance, nor everything which may affect the Company’s operations and financial performance in the future. The information in this section should also be read in conjunction with the risk factors set out in the section ‘Risk Factors’, and the other information contained in this Prospectus.

Statutory Audited Historical Statement of Profit or Loss and Other Comprehensive Income

The table below presents the Historical Statement of Profit or Loss and Other Comprehensive Income for the period from 19 February 2016 (date of incorporation) to 30 June 2016.

	19 February
$	2016 to 30 June
	2016
Option expense	105,816
Exploration expense	2,211
Administration expenses	9,555
Loss before interest and tax	117,582
Net interest (expense) / revenue	-
Net loss before tax	117,582
Income tax benefit/expense
	-
Net loss after tax	117,582

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Revenue

No revenue was generated for the period from 19 February 2016 (date of incorporation) to 30 June 2016. It is likely that interest will be earned on cash balances after the capital raising.

Expenses

Expenditure is largely comprised of option expense, professional services fees in respect to audit, exploration expenditure, other service providers and other expenditure which did not satisfy the recognition criteria under the exploration for and evaluation of mineral resources accounting standard has been expensed over the historical period. This expenditure relates to general and administrative costs that are not related directly to operational activities in the area of interest to which the exploration and evaluation asset relates.

Other than these transactions, the Company has had limited operating history.

6.4 Cash flow statements

Statutory Audited Historical Cash Flows

The table below presents the Historical Cash Flows for the period from 19 February 2016 (date of incorporation) to 30 June 2016.

	19 February
	2016 to 30 June
$	2016
CASH FLOWS FROM OPERATING ACTIVITIES
Payments for administration	(3,872)
Net cash outflow from operating activities	(3,872)
CASH FLOWS FROM INVESTING ACTIVITIES
Deposits paid for exploration tenements	(11,791)
Net cash outflow from investing activities	(11,791)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital	353,103*
Proceeds from related party loan	100,000
Repayment of related party loan	(92,600)*
Net cash inflow provided by financing activities	360,503
Net increase in cash held	344,840
Cash and cash equivalents at the beginning of the period	-
Cash and cash equivalents at the end of the period	344,840

*related party loans have been completely extinguished with certain amounts settled by issuance of share capital in lieu of cash

Operating cash flows

The Company has continued to incur corporate operating costs over the historical period which has resulted in operating cash outflows.

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Investing cash flows

The cash flows from investing activities comprise application payments for exploration tenements.

6.5 Historical Statements of Financial Position

6.5.1 Historical and Pro Forma Historical Statements of Financial Position

The table below sets out the Historical Statement of Financial Position, the pro forma adjustments that have been made to the Historical Statement of Financial Position as at 30 June 2016.

The pro forma adjustments reflect the impact of the Offer as if they had occurred at 30 June 2016.

The Pro Forma Historical Statement of Financial Position is provided for illustrative purposes only and is not represented as being necessarily indicative of the Company’s view of its future financial position.

30 June 2016 Notes	Audited $ Pro Forma Minimum Subscription $ Pro Forma Maximum Subscription $
ASSETS CURRENT ASSETS Cash and cash equivalents 1 Deposits paid for exploration tenements GST Recoverable TOTAL CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 2 Reserves Retained losses 2 TOTAL EQUITY	344,840 3,084,840 3,559,840 20,129 20,129 20,129 3,241 3,241 3,241
	368,210 3,108,210 3,583,210
	368,210 3,108,210 3,583,210
	60,830 60,830 60,830
	60,830 60,830 60,830
	60,830 60,830 60,830
	307,380 3,047,380 3,522,380
	319,146 3,140,646 3,614,446 105,816 105,816 105,816 (117,582) (199,082) (197,882)
	307,380 3,047,380 3,522,380

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Pro forma transactions

The following transactions contemplated in this Prospectus which are to take place on or before the completion of the Offer, referred to as the pro forma adjustments, are presented as if they, together with the Offer, had occurred on or before 30 June 2016 and are set out below.

With the exception of the pro forma transactions noted below no other material transactions have occurred between 30 June 2016 and the date of this Prospectus which the Directors consider require disclosure.

(a) The minimum issue of 15,000,000 ordinary shares, at $0.20 per share, amounting to $3,000,000 under the Offer and a maximum of 17,500,000 ordinary shares, at $0.20 per share, amounting to $3,500,000 under the Offer; and
(b) Total expenses associated with the Offer (including broking, legal, accounting and administrative fees as well as printing, advertising and other expenses) are estimated to be $260,000 (exclusive of GST) under the minimum offer and $285,000 based on the maximum offer. Approximately $81,500 has been attributed to the income statement under the minimum subscription offer and $80,300 has been attributed to the income statement under the maximum subscription offer with the residual being capitalised against share capital. A full breakdown of the offer costs is as follows:

ITEM OF		MINIMUM	MINIMUM	MAXIMUM	MAXIMUM
EXPENDITURE		SUBSCRIPTION		SUBSCRIPTION
			($)		($)
NATURE OF		ACCUMULATED	CONTRIBUTED	ACCUMULATED	CONTRIBUTED
COSTS		LOSSES	CAPITAL	LOSSES	CAPITAL
ASIC/ASX fees		48,000	-	50,000	-
Broker			150,000	-	175,000
Commissions*
Legal Fees		20,000	20,000	17,480	20,520
Independent		5,000	5,000	4,600	5,400
Geologist’s Fees
Investigating		3,500	3,500	3,220	3,780
Accountant’s
Fees
Printing	and	5,000	-	5,000	-
Distribution
TOTAL		81,500	178,500	80,300	204,700

Recognition of a deferred tax asset

A deferred tax asset has not been recognised in relation to the capitalised Offer costs due to the uncertainty surrounding the flow of economic benefits that will flow in future periods.

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Note 1 – Cash and cash equivalents

The reviewed pro forma cash and cash equivalents have been set out below:

	Pro forma	Minimum	Maximum
	adjustment	Subscription	subscription
Audited cash and cash equivalents at 30 June 2016		344,840	344,840
Pro forma transactions:
Proceeds from shares issued under the Offer	1)	3,000,000	3,500,000
Payment of outstanding cash Offer costs	2)	(260,000)	(285,000)
Pro forma cash and cash equivalents		3,084,840	3,559,840

Note 2 – Share capital

The reviewed pro forma share capital has been set out below:

	Pro forma	Minimum	Maximum
	adjustment	Subscription	Subscription
Audited share capital at 30 June 2016		319,146	319,146
Pro forma transactions:
Proceeds from shares issued under the Offer	1)	3,000,000	3,500,000
Capital raising costs paid	2)	(178,500)	(204,700)
Pro forma share capital		3,140,646	3,614,446
	Pro forma	Minimum	Maximum
	adjustment	Subscription	Subscription
Number of shares issued at 30 June 2016		15,166,666	15,166,666
Shares issued under the Offer	2)	15,000,000	17,500,000
Pro forma shares issued		30,166,666	32,666,666

Note 3 – Accumulated losses

The reviewed pro forma accumulated losses position has been calculated as follows:

	Pro forma	Minimum	Maximum
	adjustment	Subscription	Subscription
Audited accumulated losses at 30 June 2016		(117,582)	(117,582)
Pro forma transaction:
Costs of the Offer expensed	2)	(81,500)	(80,300)
Pro forma accumulated losses		(199,082)	(197,882)

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Note 4 - Significant Accounting Policies

(a) Basis of preparation

The historical financial information has been prepared in accordance with the recognition and measurement requirements of Australian Accounting Standards, and other authoritative pronouncements of the Australian Accounting Standards Board.

The financial information has been prepared on an accruals basis and is based on historical cost.

(b) Going concern

The Company has incurred a net loss of $117,582 during the period ended 30 June 2016 and the cash outflows from operating activities equates to $3,872.

The financial statements have been prepared on the basis of going concern which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Directors consider this to be appropriate given the ability to vary the Company’s cost structure and in turn the levels of cash outflow dependent on timing of its exploration activities.

Taking into account the current cash reserves of the Company and the ability to vary its cash outflows taking into consideration the amounts disclosed in Note 5, the Directors are confident the Company has adequate resources to continue as a going concern for the foreseeable future.

The Directors are in the process of conducting the Offer. The Offer has not been concluded and no guarantee can be given that a successful fundraising outcome will eventuate. Should the Company not succeed with the Offer, there is uncertainty as to whether the Company will be in a position to pursue its planned activities.

(c) Income tax

The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income). Current and deferred income tax expense (income) is charged or credited directly to other comprehensive income instead of the profit or loss when the tax relates to items that are credited or charged directly to other comprehensive income.

(d) Current tax

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities / (assets) are therefore measured at the amounts expected to be paid to / (recovered from) the relevant taxation authority.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur.

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(e) Deferred tax

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

(f) Share Based Payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is determined by application of the BlackScholes methodology.

The fair value determined at the grant date of the equity-settled sharebased payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest. At the end of the reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the option reserve.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

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(g) Cash and cash equivalents

For the purpose of the consolidated statement of cash flows, cash and cash equivalents represent short term, highly liquid investments which are readily convertible into known amounts of cash and which were within three months of maturity when acquired, less advances from banks repayable within three months from the date of the advance.

(h) Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. Due to their short-term nature they are measured at the amortised cost and not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

(i) Equity and reserves

Share capital represents the fair value of the shares that have been issued. Any transaction costs associated with the issuing of shares are deducted from share capital, net of any related income tax benefits.

(j) Goods and services tax (“GST”)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

Cash flows are presented in the statement of cash flows on a gross basis, except for the GST components of investing and financing activities, which are disclosed as operating cash flows.

Note 5 - Commitments

On 14 June 2016, the Company entered into an earn-in and joint venture agreement that will grant the Company the conditional right to earn up to a 70% interest in a joint exploration operation.

The Company may earn a 51% joint venture interest in the operation by spending $2,000,000 by 31 December 2019, $1,000,000 of which must be committed by December 2018. The Company has the option to increase its joint venture interest to 70% by sole funding the project until completion of a pre-feasibility study. In addition to the matters disclosed in Note 4(b), to retain its earn-in right, the Company will be required to fund $200,000 in expenditure by 31 December 2016 and make a payment of $100,000 by 7 January 2017. The earn-in and joint venture agreement, along with the Company’s rights and obligations in respect of the joint venture and project, will be terminated if the Company elects not to pay the $100,000.

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Level 1

Board of Directors Berkut Minerals Limited 78 Churchill Avenue Subiaco, WA, 6008

22 July 2016

10 Kings Park Road West Perth WA 6005 Correspondence to: PO Box 570 West Perth WA 6872

T +61 8 9480 2000 F +61 8 9322 7787 E [email protected] W www.grantthornton.com.au

Dear Directors,

INDEPENDENT LIMITED ASSURANCE REPORT ON THE HISTORICAL AND PRO FORMA FINANCIAL INFORMATION AND FINANCIAL SERVICES GUIDE

Introduction

We have been engaged by Berkut Minerals Limited (‘Berkut’, or the ‘Company’) to report on the Historical and Pro forma Financial Information of the Company for inclusion in a Prospectus (the ‘Prospectus’) to be dated on or about 22 July 2016, relating to the issue of ordinary shares in the Company (the ‘Offer’).

Expressions defined in the Prospectus have the same meaning in this report, unless otherwise specified.

Grant Thornton Corporate Finance Pty Ltd (‘Grant Thornton Corporate Finance’) holds an Australian Financial Services Licence (AFS Licence Number 247140). This report is both an Independent Limited Assurance Report, the scope of which is set out below, and a Financial Services Guide, as attached at Appendix A .

Grant Thornton Corporate Finance Pty Ltd ABN 59 003 265 987 ACN 003 265 987 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Holder of Australian Financial Services Licence No. 247140

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.

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Scope

You have requested Grant Thornton Corporate Finance to report on the following Historical Financial Information included in the Prospectus:

Historical Financial Information

The Historical Financial Information, as set out in the Prospectus comprises:

Summary statutory audited historical statement of profit or loss and other comprehensive income for the period from 19 February 2016 (date of incorporation) to 30 June 2016;
Summary statutory audited historical statement of cash flows for the period from 19 February 2016 (date of incorporation) to 30 June 2016; and
The statutory audited historical statement of financial position as at 30 June 2016.

The Historical Financial Information of the Company has been extracted from the audited financial statements which were audited by Grant Thornton Audit Pty Ltd. An unmodified opinion was issued by Grant Thornton Audit Pty Ltd for this period.

Pro forma Financial Information

The Pro forma historical statement of financial position as at 30 June 2016 which assumes completion of the proposed transactions outlined under the pro forma transactions heading of the ‘Financial Information’ section which includes the Offer (the ‘Pro Forma Transactions’) as though they had occurred on that date.

(Hereafter the “Historical Financial Information”).

The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the Historical Financial Information and the events or transactions to which the pro forma adjustments relate, as described in the Section headed “Financial Information” under the heading “pro forma transactions”, as if those events or transactions had occurred as at the date of the Historical Financial Information. Due to its nature, the Pro forma Historical Financial Information does not represent the company’s actual or prospective financial position, financial performance, or cash flows.

The Historical Financial Information is presented in an abbreviated form insofar as it does not include all of the presentation and disclosures required and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in Australia in accordance with the Corporations Act 2001.

This report has been prepared for inclusion in the Prospectus. Grant Thornton Corporate Finance disclaim any assumption of responsibility for any reliance on this report or on the Financial Information to which this report relates for any purpose other than the purposes for which it was prepared. This report should be read in conjunction with the Prospectus.

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Directors’ Responsibility

The Directors of the Company are responsible for the preparation and presentation of the Historical Financial Information. The Directors are also responsible for the determination of the Pro Forma Transactions set out in the ‘Financial Information’, under the heading “pro forma transactions” and the basis of preparation of the Historical Financial Information.

This responsibility also includes compliance with applicable laws and regulations and for such internal controls as the directors determine necessary to enable the preparation of the Historical Financial Information that are free from material misstatement.

Our Responsibility

Our responsibility is to express a limited assurance conclusion on the Historical Financial Information based on the procedures performed and evidence we have obtained. We have conducted our engagement in accordance with the Standard on Assurance Engagements ASAE 3450: “ Assurance Engagements involving Corporate Fundraisings and/ or Prospective Historical Financial Information” and ASAE 3420: “Assurance Engagements to Report on the Compilation of Pro Forma Historical Financial Information”. Our procedures consisted of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and review procedures applied to the accounting records in support of the Historical Financial Information.

These procedures are substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently do not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion on the Historical Financial Information.

Conclusion

Historical Financial Information

Based on our independent review, which is not an audit, nothing has come to our attention which causes us to believe that the Historical Financial Information of the Company as described in the ‘Financial Information’ section of the Prospectus does not present fairly:

The summary statutory audited historical statement of profit or loss and other comprehensive income for the period from 19 February 2016 (date of incorporation) to 30 June 2016;
The statutory audited historical statement of cash flows for the period from 19 February 2016 (date of incorporation) to 30 June 2016;
Statutory audited historical statement of financial position as at 30 June 2016;
The pro forma historical statement of financial position as at 30 June 2016; and

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The Pro Forma Transactions set out in under the pro forma transactions heading of the ‘Financial Information’ section are a reasonable basis for the pro forma consolidated statement of financial position as at 30 June 2016;

in accordance with the measurement and recognition requirements (but not all of the presentation and disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements under AIFRS as if the Pro Forma Transactions set out under the pro forma transactions heading of the ‘Financial Information’ under the heading “pro forma transactions” had occurred at 30 June 2016.

Restriction on Use

Without modifying our conclusion, we draw attention to the ‘Financial Information’ section, which describes the purpose of the Historical Financial Information, being for inclusion in the Prospectus. As a result, the Historical Financial Information may not be suitable for use for another purpose.

Consent

Grant Thornton Corporate Finance has consented to the inclusion of this Independent Limited Assurance Report in the Prospectus in the form and context in which it is included.

Liability

The liability of Grant Thornton Corporate Finance is limited to the inclusion of this report in the Prospectus. Grant Thornton Corporate Finance makes no representation regarding, and has no liability, for any other statements or other material in, or omissions from the Prospectus.

Independence or Disclosure of Interest

Grant Thornton Corporate Finance does not have any pecuniary interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased conclusion in this matter. Grant Thornton Corporate Finance will receive a professional fee for the preparation of this Independent Accountants Report.

Yours faithfully

GRANT THORNTON CORPORATE FINANCE PTY LTD

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Tim Goodman Partner and Authorised Representative

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Mark Petricevic

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Appendix A (Financial Services Guide)

This Financial Services Guide is dated 22 July 2016.

1 About us

Grant Thornton Corporate Finance Pty Ltd (ABN 59 003 265 987, Australian Financial Services Licence no 247140) (“Grant Thornton Corporate Finance”) has been engaged by Berkut Minerals Limited (‘Berkut’, or the ‘Company’) to provide general financial product advice in the form of an Independent Limited Assurance Report (the Report) in relation to the offer of fully paid ordinary shares in the Company (the Issue). This report is included in the Prospectus dated on or about 22 July 2016 (the “Prospectus”). You have not engaged us directly but have been provided with a copy of the report as a retail client because of your connection to the matters set out in the report.

2 This Financial Services Guide

This Financial Services Guide (“FSG”) is designed to assist retail clients in their use of any general financial product advice contained in the report. This FSG contains information about Grant Thornton Corporate Finance generally, the financial services we are licensed to provide, the remuneration we may receive in connection with the preparation of the report, and how complaints against us will be dealt with.

3 Financial services we are licensed to provide

Our Australian financial services licence allows us to provide a broad range of services, including providing financial product advice in relation to various financial products such as securities and superannuation products and deal in a financial product by applying for, acquiring, varying or disposing of a financial product on behalf of another person in respect of securities and superannuation products.

4 General financial product advice

The report contains only general financial product advice. It was prepared without taking into account your personal objectives, financial situation or needs. You should consider your own objectives, financial situation and needs when assessing the suitability of the report to your situation. You may wish to obtain personal financial product advice from the holder of an Australian Financial Services Licence to assist you in this assessment.

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7. SOLICITOR’S REPORT ON TENEMENTS

4332-01/1533909_2

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22 July 2016

Board of Directors
Berkut Minerals Limited
78 Churchill Avenue
SUBIACO  WA  6008

Dear Sirs

SOLICITOR’S REPORT ON TENEMENTS

This Report is prepared for inclusion in a prospectus for Berkut Minerals Limited (ACN 610 855 064) ( Company ), for the initial public offer 15,000,000 shares in the capital of the Company ( Shares ) of at issue price of $0.20 per Share to raise $3,000,000, with the right to accept oversubscriptions of up to a further 2,500,000 Shares at an issue price of $0.20 per Share to raise up to a further $500,000 ( Prospectus ).

We note that the Company was previously Berkut Minerals Pty Ltd, prior to the change of
status from proprietary company limited by shares to a public company limited by
shares, which came into effect on 30 June 2016. We confirm that any reference to Berkut
Minerals Pty Ltd contained in this report is a reference to the Company.

1. SCOPE

We have been requested to report on certain mining tenements in which the Company has an interest or has made an application to have an interest (the Tenements ).

The Tenements are located in Western Australia.  Details of the Tenements are
set out in Part I of this Report.

This Report is limited to the Searches (as defined below) set out in Section 2 of
this Report.

2. SEARCHES

For the purposes of this Report, we have conducted searches and made enquiries in respect of all of the Tenements as follows ( Searches ):

(a)we have obtained mining tenement register searches of the Tenements
from the registers maintained by the Western Australian Department of

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Mines and Petroleum ( DMP )( Tenement Searches ). These searches were conducted on:

(i) 9 June 2016 for E08/2248 and E69/3435; and
(ii) 20 June for E08/2848 and E08/2844.

Key details on the status of the Tenements are set out in Part I of this
Report;

(b) we have obtained results of searches of the schedule of native title applications, register of native title claims, national native title register and register of indigenous land use agreements as maintained by the National Native Title Tribunal ( NNTT ) for any native title claims (registered or unregistered), native title determinations and indigenous land use agreements ( ILUAs ) that overlap or apply to the Tenements. This material was obtained on:
(i) 10 June 2016 for E08/2248 and E69/3435; and
(ii) 21 June 2016 for E08/2848 and E08/2844.

Details of any native title claims (registered or unregistered), native title
determinations and ILUAs are set out in Section 5 of this Report and Part
II of this Report;

(c) we have obtained searches from the online Aboriginal Heritage Inquiry System maintained by the Department of Aboriginal Affairs ( DAA ) for any Aboriginal sites registered on the Western Australian Register of Aboriginal sites over the Tenements ( Heritage Searches ). These searches were conducted on
(i) 10 June 2016 for E08/2248 and E69/3435; and
(ii) 21 June 2016 for E08/2848 and E08/2844.

Details of any Aboriginal Sites are set out in Part III of this Report;

(d) we have obtained quick appraisal user searches of Tengraph which is maintained by the DMP to obtain details of features or interests affecting the Tenements ( Tengraph Searches ). These searches were conducted on:
(i) 10 June 2016 for E08/2248 and E69/3435; and
(ii) 20 June 2016 for E08/2848 and E08/2844.

Details of any material issues identified from the Tengraph Searches are
set out in the notes to Part I of this Report; and

(e) we have reviewed all material agreements relating to the Tenements provided to us or registered as dealings against the Tenements as at the date of the Tenement Searches and have summarised the material at Part IV to this Report.

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2. OPINION

As a result of our Searches, but subject to the assumptions and qualifications set
out in this Report, we are of the view that, as at the date of the relevant
Searches this Report provides an accurate statement as to:

(a) ( Company’s interest ): the Company’s interest in the Tenements;
(b) ( Good standing ): the validity and good standing of the Tenements; and
(c) ( Third party interests ): third party interests, including encumbrances, in relation to the Tenements.

3. DESCRIPTION OF THE TENEMENTS

The Tenements comprise both live and pending exploration licenses granted or applied for under the Mining Act 1978 (WA) ( Mining Act ). Part I of this Report provides a list of the Tenements. Section 3.1 provides a description of the nature and key terms of these types of mining tenements as set out in the Mining Act and potential successor tenements.

3.1 Exploration Licence

Rights: The holder of an exploration licence is entitled to enter the land for the purposes of exploration for minerals with employees and contractors and such vehicles, machinery and equipment as may be necessary or expedient.

Term : An exploration licence has a term of 5 years from the date of grant. The Minister may extend the term by a further period of 5 years followed by a further period or periods of 2 years.

Retention status : The holder of an exploration licence granted after 10 February 2006 may apply for approval of retention status for the exploration licence. The Minister may approve the application where there is an identified mineral resource in or under the land the subject of the exploration licence but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease.

Conditions : Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. These standard conditions are not detailed in Part 1 of this Report. A failure to comply with these conditions or obtain an exemption from compliance may lead to forfeiture of the exploration licence.

Relinquishment : The holder of an exploration licence applied for and granted after 10 February 2006 must relinquish not less than 40% of the blocks comprising the licence at the end of the fifth year. A failure to lodge the required partial surrender could render the tenement liable for forfeiture.

Priority to apply for mining lease : The holder of an exploration licence has priority to apply for a mining lease over any of the land subject to the exploration licence. Any application for a mining lease must be made prior to

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the expiry of the exploration licence.  The exploration licence remains in force
until the application for the mining lease is determined.

Transfer : No legal or equitable interest in an exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the Minister. Thereafter, there is no restriction on transfer or other dealings.

4. ABORIGINAL HERITAGE

There may be areas or objects of Aboriginal heritage located on the Tenements

Aboriginal sites were identified from the Heritage Searches (as noted in Part III of
this Report). Based on our searches, E08/2248 contains areas of Aboriginal
heritage and Aboriginal cultural sensitivity, which contain artefacts and scatter
within the boundary of the Tenement.

The existence of areas of Aboriginal heritage and Aboriginal cultural sensitivity
within the tenement stated above may restrict the Company’s ability to explore
and mine within the affected area.

It is an offence to excavate, destroy or damage conceal or otherwise alter an
Aboriginal site unless authorised to do so. Where a land user proposes a
development that may impact on any Aboriginal site, they must seek the
consent of the Minister for Indigenous Affairs.

4.1 Commonwealth legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) ( Commonwealth Heritage Act ) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may
make interim or permanent declarations of preservation in relation to significant
Aboriginal areas or objects, which have the potential to halt exploration
activities.  Compensation is payable by the Minister for Aboriginal Affairs to a
person who is, or is likely to be, affected by a permanent declaration of
preservation.

It is an offence to contravene a declaration made under the Commonwealth
Heritage Act.

4.2 Western Australian legislation

Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) ( WA Heritage Act ).

The WA Heritage Act makes it an offence to alter or damage sacred ritual or
ceremonial Aboriginal sites and areas of significance to Aboriginal persons
(whether or not they are recorded on the register or otherwise known to the
Register of Aboriginal Sites, DAA or the Aboriginal Cultural Material Committee).

The Minister’s consent is required where any use of land is likely to result in the
excavation, alteration or damage to an Aboriginal site or any objects on or
under that site.

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Aboriginal sites may be registered under the WA Heritage Act.  However, there is
no requirement for a site to be registered.  The WA Heritage Act protects all
registered and unregistered sites.

5. NATIVE TITLE

5.1 Introduction

This section of the Report examines the effect of native title on the Tenements.

The existence of native title rights held by indigenous Australians was first recognised in Australia in 1992 by the High Court in the case Mabo v. Queensland (no.2) (1992) 175 CLR 1 ( Mabo no.2 ).

The High Court in Mabo no. 2 held that certain land tenure existing as at the
date of that case, including mining tenements, where granted or renewed
without due regard to native title rights, were invalid.  The High Court concluded
that:

(a) native title has been wholly extinguished in respect of land the subject of freehold, public works or other previous “exclusive possession” acts; and
(b) native title has been partially extinguished as a result of the grant of “non-exclusive possession” pastoral leases and mining leases, and also as a result of the creation of certain reserves.

As a result of Mabo no. 2, the Native Title Act 1993 (Cth) ( NTA ) was passed to:

(a) provide a process for indigenous people to lodge claims for native title rights over land, for those claims to be registered by the NNTT and for the Courts to assess native title claims and determine if native title rights exist. Where a Court completes the assessment of a native title claim, it will issue a native title determination that specifies whether or not native title rights exist;
(b) provide (together with associated State legislation) that any land tenures granted or renewed before 1 January 1994 were valid despite Mabo no. 2 ( Past Acts ). This retrospective validation of land tenure was subsequently extended by the NTA to include freehold and certain leasehold (including pastoral leases) granted or renewed before 23 December 1996 ( Intermediate Period Acts ). Broadly speaking, this means that native title is not extinguished, merely suspended, for the duration of the mining tenement; and
(c) provide that an act that may affect native title rights (such as the grant or renewal of a mining tenement) carried out after 23 December 1996 (a Future Act ) must comply with certain requirements for the Future Act to be valid under the NTA. These requirements are called the Future Act Provisions .

5.2 Future Act Provisions

The Future Act Provisions vary depending on the Future Act to be carried out.  In
the case of the grant of a mining tenement, typically there are four alternatives:

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the Right to Negotiate, an ILUA, the Infrastructure Process (defined below) and
the Expedited Procedure.  These are summarised below.

Right to Negotiate

The Right to Negotiate involves a formal negotiation between the State, the
applicant for the tenement and any registered native title claimants and holders
of native title rights.  The aim is to agree the terms on which the tenement can
be granted.  The applicant for the tenement is usually liable for any
compensation that the parties agree to pay to the registered native title
claimants and holders of native title.  The parties may also agree on conditions
that will apply to activities carried out on the tenement (eg in relation to
heritage surveys).  The classes of conditions typically included in a mining
agreement are set out at section 5.3 below.

If agreement is not reached to enable the tenement to be granted, the matter
may be referred to arbitration before the NNTT, which has six (6) months to
decide whether the State, the applicant for the tenement and any registered
native title claimants and holders of native title rights have negotiated in good
faith (only if the issue is raised by one of the parties) and then whether the
tenement can be granted and if so, on what conditions.  The earliest an
application for arbitration can be made to the NNTT is six (6) months after the
date of notification of commencement of negotiations by the DMP.

If the Right to Negotiate procedure is not observed, the grant of the mining
tenement will be invalid to the extent (if any) that it affects native title.

ILUA

An ILUA is a contractual arrangement governed by the NTA.  Under the NTA, an
ILUA must be negotiated with all registered native title claimants for a relevant
area.  The State and the applicant for the tenement are usually the other parties
to the ILUA.

An ILUA must set out the terms on which a tenement can be granted.  An ILUA
will also specify conditions on which activities may be carried out within the
tenement.  The applicant for a tenement is usually liable for any compensation
that the parties agree to pay to the registered native title claimants and holders
of native title in return for the grant of the tenement being approved.  These
obligations pass to a transferee of the tenement.

Once an ILUA is agreed and registered, it binds the whole native title claimant
group and all holders of native title in the area (including future claimants), even
though they may not be parties to it.

Infrastructure Process

The NTA establishes a simplified process for the carrying out of a Future Act that is the creation of a right to mine for the sole purpose of the construction of an infrastructure facility ( Infrastructure Process ). The NTA defines infrastructure facility to include a range of transportation, marine, aeronautical, electrical, oil, gas, mineral and communication facilities. In Western Australia, DMP applies the Infrastructure Process to two classes of mining tenements:

(a)miscellaneous licences for most purposes under the Mining Regulations
1981 (WA) but, notably, not for a minesite administration facility or a

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minesite accommodation facility (both of which are dealt with under
the Right to Negotiate) or for a search for groundwater (which is dealt
with under the Expedited Procedure); and

(b) most general purpose leases.

The State commences the Infrastructure Process by giving notice of the
proposed grant of the tenement to any registered native title claimants or native
title holders in relation to the land to be subject to the tenement.  Those
registered native title claimants or holders have two (2) months after the
notification date to object in relation to the effect of the grant of the tenement
on any registered or determined native title rights.  Any objection is lodged with
DMP.

If a registered native title claimant or holder objects, the applicant for the
tenement must consult with that claimant or holder about:

(a) ways of minimising the effect of the grant of the tenement on any registered or determined native title rights;
(b) if relevant, any access to the land; and
(c) the way in which anything authorised by the tenement may be done.

If the registered native title claimant or holder does not subsequently withdraw
their objection, the State is required to ensure that the objection is heard by an
independent person (in Western Australia, this is the Chief Magistrate).  The
independent person must determine whether or not the registered native title
claimant or holder’s objection should be upheld or other conditions should be
imposed on the tenement.

Expedited Procedure

The NTA establishes a simplified process for the carrying out of a Future Act that is unlikely to adversely affect native title rights ( Expedited Procedure ). The grant of a tenement can occur under the Expedited Procedure if:

(a) the grant will not interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land;
(b) the grant is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of native title in relation to the land; and
(c) the grant is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

If the State considers the above criteria are satisfied, it commences the
Expedited Procedure by giving notice of the proposed grant of the tenement in
accordance with the NTA.  Persons have until three (3) months after the
notification date to take steps to become a registered native title claimant or
native title holder in relation to the land to be subject to the tenement.

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If there is no objection lodged by a registered native title claimant or a native
title holder within four (4) months of the notification date, the State may grant
the tenement.

If one or more registered native title claimants or native title holders object within
that four (4) month notice period, the NNTT must determine whether the grant is
an act attracting the Expedited Procedure.  If the NNTT determines that the
Expedited Procedure applies, the State may grant the tenement.  Otherwise, the
Future Act Provisions (eg Right to Negotiate or ILUA) must be followed before the
tenement can be granted.

The State of Western Australia currently follows a policy of granting mining leases,
prospecting licences and exploration licences under the Expedited Procedure
where the applicant has entered into a standard Aboriginal heritage agreement
with the relevant registered native title claimants and native title holders.  The
standard Aboriginal heritage agreement provides a framework for the conduct
of Aboriginal heritage surveys over the land the subject of a tenement prior to
the conducting of ground-disturbing work and conditions that apply to activities
carried out within the tenement.

Exception to requirement to comply with Future Act Provisions

The grant of a tenement does not need to comply with the Future Act Provisions
if in fact native title has never existed over the land covered by the tenement, or
has been validly extinguished prior to the grant of the tenement.  We have not
undertaken the extensive research needed to determine if in fact native title
does not exist, or has been validly extinguished in relation to the Tenements.

Unless it is clear that native title does not exist (eg in relation to freehold land),
the usual practice of the State is to comply with the Future Act Provisions when
granting a tenement.  This ensures the grant will be valid in the event a court
determines that native title rights do exist over the land subject to the tenement.

Where a tenement has been retrospectively validated or validly granted under
the NTA, the rights under the tenement prevail over any inconsistent native title
rights.

Application to the Tenements

The following sections of the Report identify:

(a) any native title claims (registered or unregistered), native title determinations and ILUAs in relation to the Tenements (see Section 5.3);
(b) any Tenements which have been retrospectively validated under the NTA as being granted before 23 December 1996 (see Section 5.5);
(c) any Tenements which have been granted after 23 December 1996 and as such will need to have been granted following compliance with the Future Act Provisions to be valid under the NTA. This Report assumes that the Future Act Provisions have been complied with in relation to these Tenements (see Section 5.5); and
(d) any Tenements which are yet to be granted and as such may need to be granted in compliance with the Future Act Provisions in order to be valid under the NTA (see Section 5.5).

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5.3 Native title claims, native title determinations and ILUAs

Our searches indicate that each of the Tenements are within the external
boundaries of the native title claims specified in Part II of the Schedule. Some of
these claims are yet to be determined by the Federal Court.  One of these
claims (WC2016/001) is yet to be registered.

Our searches indicate that the land under the Tenements is subject to the ILUAs
specified in Part II of the Schedule.

Registered native title claimants (and holders of native title under the
determinations) are entitled to certain rights under the Future Act Provisions in
respect of land in which native title may continue to subsist.

Freehold land

We have assumed that any freehold land the subject of the Tenements was
validly granted prior to 23 December 1996 and that therefore:

(a) native title has been extinguished in respect of that land;
(b) registered native title claimants (and determined native title holders) are not entitled to rights under the Future Act Provisions in respect of that land.

The Company has advised us that it proposes to undertake exploration and,
subject to receipt of relevant approvals, mining activities on areas designated as
freehold land.  On the basis that native title is extinguished over freehold land,
the Company will not be required to enter into negotiations with respect to
native title in order to conduct its activities.

Non-freehold land

Native title may continue to subsist in certain parcels of non-freehold land or
'Crown land', including pastoral leases, vacant/unallocated Crown land and
certain Crown reserves that were not vested prior to 23 December 1996 and
which have not been subsequently developed as public works.

Unless it is essential that the Company has access to any non-freehold land, it is
recommended that all parcels of non-freehold land are excised from any
applications for mining leases.  If the Company wishes to undertake mining
activities on any parcels of non-freehold land, we would expect the Right to
Negotiate to apply.

Native title mining agreement

A typical native title mining agreement would impose obligations on the
Company in relation to the matters set out below.

(a) ( Compensation ): The Company would be required to make a number of milestone payments prior to commencement of production (eg at signing of the agreement and at decision to mine). It is currently typical for these payments to total between $150,000 and $350,000. The Company would be required to make a payment based on mineral production, which would be likely to be calculated as a percentage of the 'Royalty Value' of the mineral, as defined by the Mining Regulations

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1981 (WA). It is currently typical for these payments to be 0.5% of the 'Royalty Value' although they vary by commodity and project. Over the past several years they have ranged between 0.25% and 1%+ of the 'Royalty Value'.
(c) ( Aboriginal heritage ): The Company would be required to give notice prior to any ground-disturbing activities and to conduct an Aboriginal heritage survey through the relevant registered native title claimants prior to doing so. The Company's right to apply to disturb Aboriginal sites under the Aboriginal Heritage Act 1972 (WA) would be subject to, as a minimum, an obligation to consult with the registered native title claimants prior to doing so.
(d) ( Access ): The Company would be required to avoid unreasonably restricting the registered native title claimants' rights of access to the relevant areas.
(e) ( Environment ): The Company would be required to provide copies of all of its environmental approvals to the registered native title claimants. The Company may be required to consider funding the participation of the registered native title claimants in its environmental survey and monitoring processes.
(f) ( Training, employment and contracting ): The Company would be required to provide certain training, employment and contracting benefits to the registered native title claimants, which may include measures such as funding for Aboriginal scholarships or traineeships, implementation of an Aboriginal training and employment policy and business development assistance for Aboriginal contractors or entities that work with Aboriginal contractors (eg in joint venture arrangements).
(g) ( Cross-cultural awareness ): The Company would be required to ensure that all of its employees and contractors participate in cross-cultural awareness training, which would be likely to be coordinated by the registered native title claimants.
(h) ( Social impact ): The Company may be asked to fund a study into the social impact of its operations, including the social impact on the registered native title claimants.

5.4 Validity of Tenements under the NTA

Our Searches indicate that the Tenements are within the external boundaries of
the following native title claims, native title determinations and ILUAs:

Tenement	Native Title Claim	Native Title Determination	ILUA
`E08/2248`	`WC2010/011` `WC2010/016`	`None.`	`WI2013/001` `WI2016/001`
`E69/3435`	`None.`	`WCD2002/002`	`WI2012/009`
`E08/2848`	`WC2016/001` `(application)`	`WCD2015/002`	`None.`

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Tenement	Native Title Claim	Native Title Determination	ILUA
`E08/2844`	`WC2016/001` `(application)`	`WCD2015/002` `WCD2015/003` `WCD2009/002`	`WI2010/007` `WI2010/013` `WI2010/011`

The status of any native title claims, native title determinations and ILUAs is
summarised in Part II of this Report.

Native title claimants, holders of native title under the determinations and native
title parties under ILUAs are entitled to certain rights under the Future Act
Provisions.

5.5 Validity of Tenements under the NTA

The sections below examine the validity of the Tenements under the NTA.

Tenements granted before 1 January 1994 (Past Acts)

Our Searches indicate that [none of the Tenements were granted before 1
January 1994.

Tenements granted between 1 January 1994 and 23 December 1996 (Intermediate Period Acts)

Our Searches indicate that none of the Tenements were granted after 1 January
1994 but before 23 December 1996.

Tenements granted after 23 December 1996

Our Searches indicate that the following Tenements were granted after
23 December 1996.

Tenement	Date of Grant
`E08/2248`	`30 November 2012`

We have assumed that these Tenements were granted in accordance with the
Future Act Provisions and as such are valid under the NTA.

Tenements renewed after 23 December 1996

Renewals of mining tenements made after 23 December 1996 must comply with
the Future Act Provisions in order to be valid under the NTA.

An exception is where the renewal is the first renewal of a mining tenement that
was validly granted before 23 December 1996 and the following criteria are
satisfied:

the area to which the mining tenement applies is not extended;
the term of the renewed mining tenement is not longer than the term of the old mining tenement; and

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the rights to be created are not greater than the rights conferred by the old mining tenement.

In such cases, the mining tenement can be renewed without complying with the
Future Act Provisions.  It is currently uncertain whether this exemption applies to a
second or subsequent renewal of such a mining tenement.

Our Searches indicate that none of the Tenements were renewed after
23 December 1996.

Renewals of Tenements in the future will need to comply with the Future Act
Provisions in order to be valid under the NTA.  The registered native title claimants
and holders of native title identified in Section 5.3 of this Report will need to be
involved as appropriate under the Future Act Provisions.

Valid grant of applications for Tenements

The following Tenements are all currently applications and as such the grant of
the Tenements will need to satisfy the Future Act Provisions in order to be valid
under the NTA.

Applicant	Tenement
`Berkut Minerals Pty Ltd`	`E69/3435`
`Berkut Minerals Pty Ltd`	`E08/2848`
`Berkut Minerals Pty Ltd`	`E08/2844`

The registered native title claimants, holders of native title and native title parties
to any ILUA identified in Section 5.3 of this Report will be involved in accordance
with the Future Act Provisions.

6. CROWN LAND

As set out in Part I of this Report, the land the subject of the Tenements overlaps
Crown land as set out in the table below.

Tenement	Crown land	% overlap
`E08/2248`	`Vacant Crown Land`	`13.5%`
`E69/3435`	`Vacant Crown Land`	`100%`

The Mining Act:

(a) prohibits the carrying out of prospecting, exploration or mining activities on Crown land that is less than 30 metres below the lowest part of the natural surface of the land and:
(i) for the time being under crop (or within 100 metres of that crop);
(ii) used as or situated within 100 metres of a yard, stockyard, garden, cultivated field, orchard vineyard, plantation, airstrip or airfield;

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(iii) situated within 100 metres of any land that is an actual occupation and on which a house or other substantial building is erected;
(iv) the site of or situated within 100 metres of any cemetery or burial ground; or
(v) if the Crown land is a pastoral lease, the site of or situated within 400 metres of any water works, race, dam, well or bore not being an excavation previously made and used for purposes by a person other than the pastoral lessee,

without the written consent of the occupier, unless the warden by order
otherwise directs.

(b) imposes restrictions on a tenement holder passing over Crown land referred to in section 6(a), including:
(i) taking all necessary steps to notify the occupier of any intention to pass over the Crown land;
(ii) the sole purpose for passing over the Crown land must be to gain access to other land not covered by section 6(a) to carry out prospecting, exploration or mining activities;
(iii) taking all necessary steps to prevent fire, damage to trees, damage to property or damage to livestock by the presence of dogs, the discharge of firearms, the use of vehicles or otherwise; and
(iv) causing as little inconvenience as possible to the occupier by keeping the number of occasions of passing over the Crown land to a minimum and complying with any reasonable request by the occupier as to the manner of passage.
(c) requires a tenement holder to compensate the occupier of Crown land:
(i) by making good any damage to any improvements or livestock caused by passing over Crown land referred to in section 6(a) or otherwise compensate the occupier for any such damage not made good; and
(ii) in respect of land under cultivation, for any substantial loss of earnings suffered by the occupier caused by passing over Crown land referred to in section 6(a).

The warden may not give the order referred to in section 6(a) that dispenses with
the occupier’s consent in respect of Crown land covered by section 6(a)(iii).  In
respect of other areas of Crown land covered by the prohibition in section 6(a),
the warden may not make such an order unless he is satisfied that the land is
genuinely required for mining purposes and that compensation in accordance
with the Mining Act for all loss or damage suffered or likely to be suffered by the
occupier has been agreed between the occupier and the tenement holder or
assessed by the warden under the Mining Act.

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Although the Company will be able to undertake its proposed activities on those
parts of the Tenements not covered by the prohibitions and pass over those
parts of the Tenements to which the restrictions do not apply immediately upon
listing on ASX, the Company should consider entering into access and
compensation agreements with the occupiers of the Crown land upon
commencement of those activities in the event further activities are required on
other areas of the Tenements which are subject to prohibitions or restrictions.

7. PASTORAL LEASES

As set out in Part I of the Schedule to this Report certain applications and the live
tenement overlap with pastoral leases as follows:

(a) Pastoral Lease N50594 (Glen Florrie) overlaps with 2.7% of E08/2844;
(b) Pastorial Lease N50360 (Wyloo) overlaps with 97.3% of E08/2844 and 100% of E08/2848;
(c) Pastoral Lease N50372 (Rocklea) overlaps with 76.6% of E08/2248; and
(d) Pastoral Lease N50036 (Ashburton Downs) overlaps with 9.9% of E08/2248.

The Mining Act:

(a) prohibits the carrying out of mining activities on or near certain improvements and other features (such as livestock and crops) on Crown land (which includes a pastoral lease) without the consent of the lessee;
(b) imposes certain restrictions on a mining tenement holder passing through Crown land, including requiring that all necessary steps are taken to notify the occupier of any intention to pass over the Crown land and that all necessary steps are taken to prevent damage to improvements and livestock; and
(c) provides that the holder of a mining tenement must pay compensation to an occupier of Crown land (ie the pastoral lessee) in certain circumstances, in particular to make good any damage to improvements, and for any loss suffered by the occupier from that damage or for any substantial loss of earnings suffered by the occupier as a result of, or arising from, any exploration or mining activities, including the passing and re-passing over any land.

We have been advised by the Company and the Company has confirmed that
to the best of its knowledge it is not aware of any improvements and other
features on the land the subject of the pastoral leases which overlaps the
Tenements which would require the Company to obtain the consent of the
occupier or lease holder or prevent the Company from undertaking its proposed
mining activities on the Tenements.

Upon commencing mining operations on any of the Tenements, the Company
should consider entering into a compensation and access agreement with the
pastoral lease holders to ensure the requirements of the Mining Act are satisfied
and to avoid any disputes arising.  In the absence of agreement, the Warden’s
Court determines compensation payable.

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The DMP imposes standard conditions on mining tenements that overlay pastoral
leases.  It appears the Tenements incorporate the standard conditions.

8. ENCROACHMENTS

Where an application is encroached upon by a live tenement, the application
as granted will be for a tenement reduced by that amount of land which falls
under the live tenement licence.  Tenement E08/2848 is being encroached by:

(a) M08/191 by 5.5%;
(b) M08/192 by 7.3%; and
(c) M08/193 by 7.1%,

each of which commenced on 10 May 1999. The Company should note
therefore that Tenement E08/2848, if granted, will be for an amount reduced by
the amount of land that falls under the live tenements noted above.

9. QUALIFICATIONS AND ASSUMPTIONS

This Report is subject to the following qualifications and assumptions:

(a) we have assumed the accuracy and completeness of all Searches, register extracts and other information or responses which were obtained from the relevant department or authority including the NNTT;
(b) this Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from our Searches and the information provided to us;
(c) we have assumed that any agreements provided to us in relation to the Tenements are authentic, were within the powers and capacity of those who executed them, were duly authorised, executed and delivered and are binding on the parties to them;
(d) with respect to the granting of the Tenements, we have assumed that the State and the applicant for the Tenements have complied with, or will comply with, the applicable Future Act Provisions;
(e) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;
(f) unless apparent from our Searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain a Tenement in good standing;
(g) with respect to the application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;
(h) references in Parts I and II of this Report to any area of land are taken from details shown on searches obtained from the relevant department.

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It is not possible to verify the accuracy of those areas without
conducting a survey;

(i) the information in Parts I and II of this Report is accurate as at the date the relevant Searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the Searches and the date of this Report;
(j) where Ministerial consent is required in relation to the transfer of any Tenement, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although we are not aware of any matter which would cause consent to be refused;
(k) we have not conducted searches of the Database of Contaminated Sites maintained by the Department of the Environment and Conservation;
(l) native title may exist in the areas covered by the Tenements. Whilst we have conducted Searches to ascertain that native title claims and determinations, if any, have been lodged in the Federal Court in relation to the areas covered by the Tenements, we have not conducted any research on the likely existence or non-existence of native title rights and interests in respect of those areas. Further, the NTA contains no sunset provisions and it is possible that native title claims could be made in the future; and
(m) Aboriginal heritage sites or objects (as defined in the WA Heritage Act or under the Commonwealth Heritage Act) may exist in the areas covered by the Tenements regardless of whether or not that site has been entered on the Register of Aboriginal Sites established by the WA Heritage Act or is the subject of a declaration under the Commonwealth Heritage Act. Other than the heritage searches, we have not conducted any legal, historical, anthropological or ethnographic research regarding the existence or likely existence of any such Aboriginal heritage sites or objects within the area of the Tenements.

10. CONSENT

This report is given for the benefit of the Company and the directors of the
Company in connection with the issue of the Prospectus and is not to be
disclosed to any other person or used for any other purpose or quoted or
referred to in any public document or filed with any government body or other
person without our prior consent.

Yours faithfully

STEINEPREIS PAGANIN

Page 17

PART I – TENEMENT SCHEDULE

TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATI ON DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS/ ENCUMBRANCES	NOTES	NATIVE TITLE AND ABORIGINAL HERITAGE
`E08/2248`	`Coccinella` `Pty Ltd`	`100/100`	`30` `November` `2012`	`29 Nov` `2017`	`16 BL`	`$3,177.60 (paid 27` `November 2015` `for the year` `ended 29` `November 2016)`	Previous Tenement Year to 29/11/2015 `(Year 3) $20,000` `Commitment` Current Tenement Year to 29/11/2016 `(Year 4) $30,000` `Commitment` `No expenditure` `lodged for the` `current year.`	Extension of Time 480027 `Lodged and` `approved 11` `January 2016` `(time extended` `to 10 February` `2016)`	`All Conditions` `and` `Endorsements` `listed in the` `table below` `apply.` `Tengraph` `Interests 1-5, 7,` `8 and 12` `Material` `contract` `summary of` `Joint Venture` `Agreement` `Tenement` `under-` `expended by` `$8,388 for` `29/11/15 year.` `Fine has been` `levied and` `paid.`	`Native Title` `and Aboriginal` `Heritage Sites` `identified`
`E69/3435`	`Berkut` `Minerals Pty` `Ltd`	`100/100`	`(4 March` `2016)`	`N/A -` `applic` `ation`	`60 BL`	`$7,515.0 (paid 4` `March 2016 for` `the 2017 year)`	`N/A -` `application`	`None`	`Tengraph` `Interests 1, 3` `and 4`	`Native title` `identified` `No aboriginal` `heritage sites` `identified`
`E08/2848`	`Berkut` `Minerals Pty`	`100/100`	`(14 June` `2016)`	`N/A –` `applic`	`13 BL`	`$1,628.25 (paid 14` `June 2016 for the`	`N/A -` `application`	`None`	`Tengraph` `Interests 2, 3`	`Native title` `identified`

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TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATI ON DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS/ ENCUMBRANCES	NOTES	NATIVE TITLE AND ABORIGINAL HERITAGE
	`Ltd`			`ation`		`2017 year)`			`and 9`	`No aboriginal` `heritage sites` `identified`
`E08/2844`	`Berkut` `Minerals Pty` `Ltd`	`100/100`	`(24 May` `2016)`	`N/A -` `applic` `ation`	`56 BL`	`$1,323.80 (paid 24` `May 2016 for the` `2017 year)`	`N/A -` `application`	`None`	`Tengraph` `Interests` `2,3,6,9,10 and` `11`	`Native title` `identified` `No aboriginal` `heritage sites` `identified`

Key to Tenement Schedule

E – Exploration Licence

Reference to the Conditions and Endorsements refers to the tables below.

References to numbers in the “Notes” column refers to the Tengraph Interests table below.

Material Contract Summaries are contained in Part IV of this Report.

Unless otherwise indicated, capitalised terms have the same meaning given to them in the Prospectus.

Please refer to Part II of this Report for further details on native title and Aboriginal heritage matters.

Notes:

ENDORSEMENTS

ENDORSEMENTS	ENDORSEMENTS
1. 2. 3.	`The Licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.`
	`The Licensee's attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation)` `Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.`
	`In respect to Water Resource Management Areas (WRMA) the following endorsements` `apply:` `The Licensee attention is drawn to the provisions of the:` `· Waterways Conservation Act, 1976` `· Rights in Water and Irrigation Act, 1914` `· Metropolitan Water Supply, Sewerage and Drainage Act, 1909` `·Country Areas Water Supply Act, 1947`

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	`· Water Agencies (Powers) Act 1984` `· Water Resources Legislation Amendment Act 2007`
4.	`The rights of ingress to and egress from the mining tenement being at all reasonable times preserved to officers of Department of Water (DoW) for` `inspection and investigation purposes.`
5.	`The storage and disposal of petroleum hydrocarbons, chemicals and potentially hazardous substances being in accordance with the current published` `version of the DoWs relevant Water Quality Protection Notes and Guidelines for mining and mineral processing.`
6.	In respect to Artesian (confined) Aquifers and Wells the following endorsement applies: `The abstraction of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is prohibited unless` `a current licence for these activities has been issued by the DoW.`
7.	In respect to Waterways the following endorsement applies: `Advice shall be sought from the DoW if proposing any exploration within a defined waterway and within a lateral distance of:` `· 50 metres from the outer-most water dependent vegetation of any perennial waterway, and` `·30 metres from the outer-most water dependent vegetation of any seasonal waterway.`
8.	In respect to Proclaimed Surface Water and Irrigation District Areas the following endorsements apply: `The abstraction of surface water from any watercourse is prohibited unless a current licence to take surface water has been issued by the DoW.`
9.	`All activities to be undertaken with minimal disturbance to riparian vegetation.`
10.	`No exploration being carried out that may disrupt the natural flow of any waterway unless in accordance with a current licence to take surface water` `or permit to obstruct or interfere withbeds or banks issued by the DoW.`
11.	`Advice shall be sought from the DoW and the relevant service provider if proposing exploration being carried out in an existing or designated future` `irrigation area, or within 50 metres of an irrigation channel, drain or waterway.`
12.	In respect to Proclaimed Ground Water Areas the following endorsement applies: `The abstraction of groundwater is prohibited unless a current licence to construct/alter a well and a licence to take groundwater has been issued by` `the DoW.`
CONDITIONS
1.	`Allsurface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe immediately after completion.`
2.	`All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled` `and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMP). Backfilling and rehabilitation being` `required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMP.`
3.	`All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or` `at the termination of exploration program.`
4.	`Unless the written approval of the Environmental Officer, DMP is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other` `mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of` `mining operations and separately stockpiled for replacementafter backfilling and/or completion of operations.`
5.	`The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be` `made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers,` `backhoes, drilling rigs; water carting equipmentor other mechanised equipment.`

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6.	`The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:-` `· the grant of the Licence; or` `· registration of a transfer introducing a new Licensee;` `advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grantor transfer.`
7.	`No mining within 25 metres of either side of the Dampier to Perth Gas/Petroleumpipeline as shown in TENGRAPH.`
8.	`No surface excavation approaching closer to the boundary of the Safety Zone established by condition 7 hereof than a distance equal to three times` `the depthof the excavation without the prior written approval of the State Mining Engineer DMP`
9.	`No interference with the drainage pattern, and no parking, storage or movement of equipment or vehicles used in the course of mining within the` `Safety Zone established by Condition 7 hereof without the prior approval of the operators of the Gas/Petroleum pipeline.`
10.	`The Licensee shall not excavate, drill, install, erect, deposit or permit to be excavated, drilled, installed, erected or deposited within the Safety Zone` `established in Condition 7 hereof, any pit, well, pavement, foundation, building, or other structure or installation, or material of any nature whatsoever` `without the prior written consentof the State Mining Engineer DMP.`
11.	`No explosives being used or stored within one hundred and fifty (150) metres of the Gas/Petroleum pipeline without the prior written consent of the` `State Mining Engineer DMP.`
12.	`Mining on the Safety Zone established in Condition 7 hereof being confined to below a depth of 50 metres from the natural surface unless otherwise` `approved by the State Mining Engineer DMP.`
13.	`The rights of ingress to and egress from the pipeline easement established in Condition 7 hereof being at all times preserved for employees, contractors` `and agents of the operators of the Gas/Petroleum pipeline.`
14.	`Such further conditions as may from time to time be imposed by the Minister responsible for the Mining Act 1978 for the purpose of protecting the` `Gas/Petroleum pipeline.`
15.	`No interference with the use of the Aerial Landing Ground and mining thereon being confined to below a depth of 15 metres from the natural surface.`

TENGRAPH INTERESTS	TENGRAPH INTERESTS
	LAND TYPE	DESCRIPTION
1.	Aboriginal Heritage Survey	`Aboriginal Heritage Survey Areas are areas in which an Aboriginal Heritage Survey has been undertaken and results are described in` `a Heritage Survey Report. The Department of Aboriginal Affairs holds copies of these reports.` `A heritage survey conducted in a particular area does not necessarily mean that another heritage survey does not need to be` `undertaken. This will depend on the type of survey undertaken and also when the original survey was undertaken. Not all Aboriginal` `sites within a survey area are necessarily recorded in the survey. The type of survey undertaken, such as site identification or Site` `Avoidance, is decided by the professional` `heritage consultant engaged by the proponent and depends upon the scope and nature of the project. What is appropriate for one` `project may not be for a different project.` `The following Aboriginal Heritage Survey Areas were identified on the Tenements:`

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TENGRAPH INTERESTS	TENGRAPH INTERESTS
	LAND TYPE	DESCRIPTION
		E08/2248 `DAA HSR Survey ID: 19279, 38.91 Ha., 0.8% encroachment percentage` `DAA HSR Survey ID: 102001, 297.85 Ha., 5.9% encroachment percentage` `DAA HSR Survey ID: 19279, 1.37 Ha., < 0.1% encroachment percentage` E69/3435 `DAA HSR Survey ID: 18161, 16290.40 Ha., 86.4% encroachment percentage` `DAA HSR Survey ID: 17415, 18848.53 Ha., 100.0% encroachment percentage`
2.	Surface Water Area	`The Rights in Water and Irrigation Act 1914 provides the Governor of Western Australia the power to proclaim, or prescribe through` `regulation, a Surface Water Area.` `A Surface Water Area is proclaimed for the purposes of regulating the taking of water from watercourses and wetlands. An area is` `proclaimed, or prescribed through regulations, where there is a need for systematic management of the use of water. The` `proclamation is made on the recommendation of the Department of Water and must first be tabled before both Houses of` `Parliament.` `Proclaiming or prescribing an area has the effect of allowing the use of water for commercial activity under a licence. Where an area` `has been proclaimed, the provisions of Division 1B of Part III of the Act apply to surface water in that area.` `The following Surface Water Areas were identified on the Tenements:` E08/2248 `SWA/30, Pilbara, 5037.27 Ha., 100.0% encroachment percentage` E08/2848 `SWA/30, Pilbara, 4102.64 Ha., 100.0% encroachment percentage` E08/2844 `SWA/30, Pilbara,17679.50 Ha., 100.0% encroachment percentage`
3.	Ground Water Area	`Groundwater is a reserve of water beneath the earth's surface in pores and crevices of rocks and soil. Recharge of groundwater` `aquifers is slow and can take many years. Groundwater often supports wetland and stream ecosystems.` `Groundwater areas are proclaimed under the Rights in Water and Irrigation Act, 1914.` `There are 45 proclaimed groundwater areas in Western Australia where licences are required to construct or alter a well and to take` `groundwater. The Departmentof Water is responsible for managing proclaimed areas under the Act.`

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TENGRAPH INTERESTS	TENGRAPH INTERESTS
	LAND TYPE	DESCRIPTION
		`The following Ground Water Areas were identified on the Tenements:` E08/2248 `GWA/32, Pilbara, 5037.27, Ha., 100.0% encroachment percentage` E69/3435 `GWA/15, East Murchison, 18848.53 Ha., 100.0% encroachment percentage` E08/2848 `GWA/32, Pilbara, 4102.64 Ha., 100.0% encroachment percentage` E08/2844 `GWA/32, Pilbara, 17679.50 Ha., 100.0% encroachment percentage`
4.	Vacant Crown Land	`Under Section 41 of the Land Administration Act 1997 (WA) (`LA Act`) the Minister may set aside Crown lands by Ministerial Order in the` `public interest. Every such reservation has its description and designated purpose registered on a Crown Land Title (CLT) and is` `depicted on an authenticated map held by Landgate.` `Reservation action is normally initiated by the Department for Planning and Infrastructure following community or Government` `request, land planning decisions, or as a result of the subdivision of land.` `The Land Act 1933 (WA) provided for State reserves to be classified as Class A, B or C. There is no provision in the LA Act to create new` `Class B reserves and there is no longer reference to Class C reserves. Class A affords the greatest degree of protection for reserved` `lands, requiring approval of Parliament to amend the reserve’s purpose or area, or to cancel the reservation. The A classification is` `used solely to protect areas of high conservation or high community value. Class B reserves continue, but are no longer created under` `the LA Act. The Minister for Lands may deal with Class B reserved lands as normal reserves, provided that, should the reservation be` `cancelled, a special report is made to both Houses of Parliament within 14 days from the cancellation or within 14 days after the` `commencement of the next session.` `Once created, a reserve is usually placed under the care, control and management of a State government department, local` `government or incorporated community group by way of a Management Order registered against the relevant CLT. A Management` `Order under the LA Act does not convey ownership of the land – only as much control as is essential for the land’s management.` `The following areas of Crown Land were identified within the Tenements:` E08/2248 `Vacant Crown Land, 680.61 Ha., 13.5% encroachment percentage`

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TENGRAPH INTERESTS	TENGRAPH INTERESTS
	LAND TYPE	DESCRIPTION
		E69/3435 `Vacant Crown Land, 18848.53 Ha., 100.0% encroachment percentage`
5.	Historical Lease 394/401	`The tenement is partially overlapped by Historical Lease 394/401 (3859.27 Ha., 76.6% encroachment percentage).`
6.	Historical Lease H394/749	`The tenement is partially overlapped by Historical Lease 394/749 (458.79 Ha., 2.6% encroachment percentage).`
7.	Pastoral Lease N50372 (Rocklea)	`The tenement is partially overlapped by Pastoral Lease N50372 (Rocklea) (3859.19 Ha. 76.6% encroachment percentage).`
8.	Pastoral Lease N50036 (Ashburton Downs)	`The tenement is partially overlapped by Pastoral Lease N50036 (Ashburton Downs) (496.88 Ha., 9.9% encroachment percentage).`
9.	Pastoral Lease N50360 (Wyloo)	`The tenement is partially overlapped by Pastoral Lease N50360 (Wyloo):` `E08/2848: 4102.64 Ha., 100.0% encroachment percentage;` `E08/2844: 17197.02 Ha., 97.3% encroachmentpercentage.`
10.	Pastoral Lease PL N50594 (Glen Florrie)	`The tenement is partially overlapped by Pastoral Lease N50594 (Glen Florrie) (482.48 Ha., 2.7% encroachment percentage).`
11.	File Notation Area	`File Notation Areas are an indication of areas where Government has proposed some change of land tenure that is being considered` `or endorsed by DMP for possible implementation and/or areas of some sensitivity to activities by the mineral resource industry that` `warrants the application of specific tenement conditions.` `The following File Notation Area was identified on the tenement:` E08/2844 `FNA/12805 - Related WC2005/004(7722.63 Ha. 43.7% encroachmentpercentage)`
12.	Pipeline Licence	`A licence granted under the Petroleum Pipeline Act 1969 (WA) authorises the registered holder to construct and operate a pipeline for the` `conveyance of petroleum.` `Pipeline licences are governed by the`Petroleum Pipelines Act`1969 (WA) being an Act relating to the construction, operation and maintenance of` `pipelines for the conveyance of petroleum and for purposes connected therewith.` `The following pipeline licences were identified on the tenement:`

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TENGRAPH INTERESTS	TENGRAPH INTERESTS
	LAND TYPE	DESCRIPTION
		E08/2248 `PL 24 PPA69 State Onshore Pipeline Licence Area M 11.40 Ha., 0.2% encroachment percentage` `PL 24 Pipeline Centre Line M0.00 Ha., <0.1% encroachmentpercentage`

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PART II – NATIVE TITLE

NATIVE TITLE CLAIMS

TENEMENTS AFFECTED	TRIBUNAL NUMBER	FEDERAL COURT NUMBER	APPLICATION NAME	REGISTERED
`E08/2248`	`WC2010/011`	`WAD216/2010`	`LY & ORS v STATE OF` `WESTERN AUSTRALIA` `(Yinhawangka Part` `B)`	`17/09/2010`
`E08/2248`	`WC2010/016`	`WAD340/2010`	`LY & ORS v STATE OF` `WESTERN AUSTRALIA` `(Yinhawangka Part` `A)`	`10/12/2010`

NATIVE TITLE APPLICATIONS

TENEMENTS AFFECTED	TRIBUNAL NUMBER	FEDERAL COURT NUMBER	APPLICATION NAME	APPLICATION TYPE	APPLICATION FILED	STAGE
`E08/2848` `E08/2844`	`WC2016/001`	`WAD62/2016`	`Ivan Smirke &` `Ors v State of` `Western` `Australia` `(Jurruru` `People # 3)`	`Claimant`	`04/02/2016`	`Currently` `identified` `for` `registration` `decision,` `Pre-` `notification`

NATIVE TITLE DETERMINATIONS

TENEMENTS AFFECTED	TRIBUNAL NUMBER	FEDERAL COURT NUMBER	DETERMINATION NAME	DETERMINATION OUTCOME	DATE OF EFFECT
`E69/3435`	`WCD2002/00` `2`	`WAD6110/19` `98`	`Jeffrey James &` `Others on behalf of` `the Martu People v` `The State of Western` `Australia and Others`	`Native title exists in the` `entire determination` `area`	`27/09/2002`
`E08/2844` `E08/2848`	`WCD2015/00` `2`	`WAD6007/20` `00`	`Smirke on behalf of` `the Jurruru People v` `State of Western` `Australia`	`Native title exists in` `parts of the` `determination area`	`1/09/2015`
`E08/2844`	`WCD2015/00` `3`	`WAD6007/20` `01`	`Chubby on behalf of` `the Puutu Kunti` `Kurrama People and` `the Pinikura People` `# 1 and # 2`	`Native title exists in` `parts of the` `determination area`	`20/01/2016`
`E08/2844`	`WCD2009/00` `2`	`WAD6212/19` `98`	`Thudgari People v` `State of Western` `Australia`	`Native title exists in` `part of the` `determination area`	`18/11/2009`

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ILUAs

The land under the following Tenements is subject to the following ILUAs designated. Due
to standard confidentiality provisions, the terms and conditions of the ILUAs are not
available for public access, however an excerpt of an ILUA is obtainable.  We have
obtained the excerpt from the ILUA and confirm that the applicants are as follows:

TENEMENTS	TRIBUNAL NUMBER	SHORT NAME	ILUA TYPE	DATE REGISTERED	APPLICANT	APPLICATION
`E08/2248`	`WI2013/001`	`RTIO and` `Yinhawangka` `People ILUA`	`Area` `Agreement`	`05/07/2013`	`Hamersley` `Iron Pty Ltd`	`The ILUA` `applies to` `approximately` `10,140 km (sq)` `of land and is` `located north` `of the` `Ashburton River` `and south of` `Tom Price in` `the vicinity of` `Paraburdoo.` `(100% of the` `tenement)`
`E08/2248`	`WI2016/001`	`Yinhawangka` `and BHP` `Billiton Project` `Agreement` `Initial ILUA`	`Not` `disclosed`	`Not` `registered`	`An extract` `is not` `available` `as the ILUA` `is not yet` `registered`	`(100.00% of the` `tenement)`
`E69/3435`	`WI2012/009`	`Lake` `Disappointme` `nt Project` `Mining and` `Indigenous` `Land Use` `Agreement`	`Body` `Corporate`	`21/12/2012`	`Holocene` `Pty Ltd`	`The ILUA` `applies to` `approximately` `130,700 km (sq)` `of land, is` `located south` `of Broome and` `east of` `Newman and` `covers part of` `the Great and` `Little Sandy` `Deserts and` `the Gibson` `Desert.` `(100% of the` `tenement)`
`E08/2844`	`WI2010/007`	`Wyamba` `Aboriginal` `Corporation &` `Wyloo` `Pastoral Lease` `ILUA`	`Body` `Corporate`	`10/09/2010`	`Bambi Pty` `Ltd`	`The subject` `matter of the` `ILUA relates to` `the Wyloo` `Pastoral Lease.` `Native Title for` `WAD 6212 of` `1998 Thudgari` `People.` `(27.02% of the` `tenement)`

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TENEMENTS	TRIBUNAL NUMBER	SHORT NAME	ILUA TYPE	DATE REGISTERED	APPLICANT	APPLICATION
`E08/2844`	`WI2010/013`	`Wyamba` `Aboriginal` `Corporation &` `Glenn Florrie` `Pastoral Lease` `ILUA`	`Body` `Corporate`	`10/09/2010`	`Peter` `Robert` `Grey &` `Susan Jean` `Grey`	`The subject` `matter of the` `ILUA relates to` `the Glenn` `Forrie Pastoral` `Lease and the` `Nanutarra` `Pastoral Lease.` `Native Title for` `WAD 6212 of` `1998 Thudgari` `People.` `(2.73% of the` `tenement)`
`E08/2844`	`WI2010/011`	`RTIO & PKKP` `People ILUA`	`Area` `Agreement`	`24/04/2013`	`Hamersley` `Iron Pty` `Limited`	`The subject` `matter of the` `ILUA relates to` `Native Title` `claims WAD` `126/2005 and` `WAD6007/2001` `(43.66% of the` `tenement)`

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PART III - ABORIGINAL HERITAGE

ABORIGINAL HERITAGE SITES – WESTERN AUSTRALIA

Site ID	Site Name	Site Type	Status	Tenements
`18702`	`Ashburton Downs Station 2`	`Artefacts/Scatter`	`Registered Site`	`E08/2248`
`18704`	`Ashburton Downs Station 4`	`Artefacts/Scatter`	`Registered Site`	`E08/2248`

HERITAGE AND COMPENSATION AGREEMENTS

Our searches did not return any results for compensation or heritage agreements
registered over the Tenements.

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PART IV – MATERIAL CONTRACT SUMMARIES

Coccinella Joint Venture Agreement

The Company has entered into an agreement with Coccinella Pty Ltd (ABN 80 104 725 813) ( Coccinella ) dated 14 June 2016 ( Joint Venture Agreement ). Under this agreement, the Company may earn up to a 70% interest in the Cairn Hill Gold Project (E08/2248) by:

(a) incurring expenditure of $2 million by 31 December 2019 to earn an initial 51% interest, of which:
(i) $200,000 of expenditure is to be incurred by 31 December 2016; and
(ii) $1,000,000 of expenditure is to be incurred by 31 December 2018,

additionally, the Company will also be required to make a cash payment to
Coccinella of A$100,000 by 7 January 2017.

(b) Upon the Company earning the initial 51%, the Company and Coccinella are to enter a formal joint venture agreement with each party holding an initial joint venture interest of 51% and 49% respectively. Additionally, Coccinella shall deliver such transfers and other documents as necessary to record the legal title of the Company to the interest in the tenement so earned.
(c) The Company is to sole fund the completion of a Pre-Feasibility Study upon which its joint venture interest will to increase to 70%.
(d) The Company may withdraw from the Joint Venture Agreement at any time after it has incurred the initial $200,000 of expenditure.
(e) In the event that Berkut withdraws or fails to make a required payment following its acquisition of a 51% interest, that interest will be transferred back to Coccinella for nominal consideration.
(f) The Company must keep the Cairn Hill Gold Project in good standing during the Joint Venture.
(g) Any additional tenements secured by either party within a radius of 3 kilometres are to form part of the Joint Venture Agreement.
(h) The agreement contains mutual pre-emptive rights, commercial representations and warranties and dispute mechanisms that are customary for an agreement of this nature.

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8. BOARD, MANAGEMENT AND INTERESTS

8.1 Directors and key personnel

The Board of the Company consists of:

(a) Michael Bohm B.AppSc (Mining Eng.), MAusIMM, MAICD – Non-Executive Chairman – Refer to Section 3.4 of this Prospectus for Mr Bohm’s biography;
(b) Paul Payne B.AppSc, Grad Dip Min Ec, Grad Cert (Geostats), FAusIMM- Non-Executive Director – Refer to Section 3.4 of this Prospectus for Mr Payne’s biography; and
(c) Justin Tremain B.Com - Non-Executive Director– Refer to Section 3.4 of this Prospectus for Mr Tremain’s biography.

Other senior management positions held by the Company are Ben Cairns appointed as the Chief Executive Officer and Melanie Li as the Company Secretary.

Biographies for Mr Cairns and Ms Li are contained in Section 3.4 of this Prospectus.

The Company is aware of the need to have sufficient management to properly supervise the exploration and (if successful) for the development of the projects in which the Company has, or will in the future have, an interest and the Board will continually monitor the management roles in the Company. As our projects require an increased level of involvement the Board will look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company’s Projects.

8.2 Disclosure of Interests

The Company has paid no remuneration to its Board since incorporation to the date of this Prospectus and no remuneration will be paid or accrue until such time as the Company is admitted to the Official List.

For each of the Directors, the proposed annual remuneration for the financial year following the Company being admitted to the Official List together with the relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus is set out in the table below.

Director	Remuneration1	Shares	Options
Michael Bohm	45,000	Nil	1,000,0002
Justin Tremain	30,000	2,000,0003	500,0004
Paul Payne	30,000	Nil	500,0005

Notes:

Excludes statuary superannuation
This is an indirect holding, comprising 500,000 Class A Options and 500,000 Class B Options held by Charmaine Lobo
The registered holder of these Shares is Sasha Tremain, Mr Tremain’s spouse.
Comprising 500,000 Class A Options
Comprising 500,000 Class A Options.

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8.3 Agreements with Directors and Related Parties

The Company’s policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and
(b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter.

The agreements between the Company and related parties are summarised in Section 10.

Additionally, in March 2016, Justin Tremain (a Director) and other parties advanced a loan of $100,000 to the Company. The material terms of the loan was that it was interest free and repayable on demand. The loan was fully extinguished by repayment in cash and the issue of shares to the lenders before 30 June 2016.

8.4 Agreements with Management

The Company has entered into an Executive Services Agreement with Mr Ben Cairns to provide services to the Company for a period of 12 months from the date that the Company lists on the ASX. The Company will pay Mr Cairns a salary of $162,000 per annum gross of tax plus statutory superannuation and expenses properly incurred in supplying services to the Company. Further details in respect to the Executive Services Agreement are outlined in Section 10.3.

8.5 Deeds of indemnity, insurance and access

The Company will enter into a deed of indemnity, insurance and access with each of its Directors. Under these deeds, the Company will agree to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Company will also be required to maintain insurance policies for the benefit of the relevant officer and allow the officers to inspect board papers in certain circumstances.

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9. CORPORATE GOVERNANCE

9.1 ASX Corporate Governance Council Principles and Recommendations

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent applicable, the Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations).

In light of the Company’s size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below and the Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website (www.berkutminerals.com.au).

9.2 Board of directors

The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(a) maintain and increase Shareholder value;
(b) ensure a prudential and ethical basis for the Company’s conduct and activities; and
(c) ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

(a) leading and setting the strategic direction and objectives of the Company;
(b) appointing the Chairman of the Board, Managing Director or Chief Executive Officer and approving the appointment of Executives and the Company Secretary;
(c) overseeing the Executive’s implementation of the Company’s strategic objectives and performance generally;
(d) approving operating budgets, major capital expenditure and significant acquisitions and divestitures;
(e) overseeing the integrity of the Company’s accounting and corporate reporting systems, including the external audit (satisfying itself financial statements released to the market fairly and accurately reflect the Company’s financial position and performance);

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(f) overseeing the Company’s procedures and processes for making timely and balanced disclosure of all material information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;
(g) reviewing, ratifying and monitoring the effectiveness of the Company’s risk management framework, corporate governance policies and systems designed to ensure legal compliance; and
(h) approving the Company’s remuneration framework.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis.

9.3 Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto:

(a) membership of the Board of Directors will be reviewed regularly to ensure the mix of skills and expertise is appropriate; and
(b) the composition of the Board has been structured so as to provide the Company with an adequate mix of directors with industry knowledge, technical, commercial and financial skills together with integrity and judgment considered necessary to represent shareholders and fulfil the business objectives of the Company.

The Board currently consists of three directors (all of whom are non-executive Directors) of whom two are considered independent, being Mr Michael Bohm and Mr Paul Payne. The Board considers the current balance of skills and expertise is appropriate for the Company for its currently planned level of activity.

To assist the Board in evaluating the appropriateness of the Board’s mix of qualifications, experience and expertise, the Board will maintain a Board Skills Matrix.

The Board undertakes appropriate checks before appointing a person as a Director or putting forward to Shareholders a candidate for election as a Director.

The Board ensures that Shareholders are provided with all material information in the Board’s possession relevant to a decision on whether or not to elect or re-elect a Director.

The Company shall develop and implement a formal induction program for Directors which allows new directors to participate fully and actively in Board decision-making at the earliest opportunity, and enable new Directors to gain an understanding of the Company’s policies and procedures.

9.4 Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

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9.5 Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

9.6 Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

9.7 Remuneration arrangements

The remuneration of an executive Director will be decided by the Board, without the affected executive Director participating in that decision-making process.

The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $300,000 per annum.

In addition, a Director may be paid fees or other amounts (i.e. subject to any necessary Shareholder approval, non-cash performance incentives such as Options) as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors’ time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

9.8 Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its directors, officers, employees and contractors. The policy generally provides that for directors, the written acknowledgement of the Chair (or the Board in the case of the Chairman) must be obtained prior to trading.

9.9 External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

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9.10 Audit committee

The Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system and risk management systems and the external audit function.

9.11 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 departures from the Recommendations will also be announced prior to admission to the official list of the ASX.

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10. MATERIAL CONTRACTS

Set out below is a brief summary of the certain contracts to which the Company is a party and which the Directors have identified as material to the Company or are of such a nature that an investor may wish to have details of particulars of them when making an assessment of whether to apply for Shares.

To fully understand all rights and obligations of a material contract, it would be necessary to review it in full and these summaries should be read in this light.

10.1 Joint Venture Agreement

By agreement between the Company and Coccinella dated 14 June 2016, Berkut may earn up to a 70% interest in the Cairn Hill Gold Project (E08/2248) by:

(a) incurring expenditure of $2 million by 31 December 2019 to earn an initial 51% interest, of which:
(i) $200,000 of expenditure is to be incurred by 31 December 2016; and
(ii) $1,000,000 of expenditure is to be incurred by 31 December 2018, additionally, Berkut will also be required to make a cash payment to Coccinella of A$100,000 by 7 January 2017.
(b) Upon Berkut earning the initial 51%, Berkut and Coccinella are to enter a formal joint venture agreement with each party holding an initial joint venture interest of 51% and 49% respectively. Additionally, Coccinella shall deliver such transfers and other documents as necessary to record the legal title of Berkut to the interest in the tenement so earned.
(c) Berkut is to sole fund the completion of a Pre-Feasibility Study upon which its joint venture interest will to increase to 70%.
(d) Berkut may withdraw from the Joint Venture Agreement at any time after it has incurred the initial $200,000 of expenditure.
(e) In the event that Berkut withdraws or fails to make a required payment following its acquisition of a 51% interest, that interest will be transferred back to Coccinella for nominal consideration.
(f) Berkut must keep the Cairn Hill Gold Project in good standing during the Joint Venture.
(g) Any additional tenements secured by either party within a radius of 3 kilometres are to form part of the Joint Venture Agreement.
(h) The agreement contains mutual pre-emptive rights, commercial representations and warranties and dispute mechanisms that are customary for an agreement of this nature.

10.2 Lead Manager Mandate

The Company has signed a mandate letter with Max Capital dated 20 June 2016 engaging Max Capital to act as lead manager of the Offer (Lead Manager Mandate). Under the terms of this engagement the Company will pay Max Capital:

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(a) a management fee of 1% of total funds raised under the Prospectus plus GST;
(b) a 4% capital raising fee on funds raised under the Prospectus. Max Capital will be responsible for paying all capital raising fees that Max Capital and the Company agree with any other financial service licensees; and
(c) any reasonable disbursements and out of pocket expenses, which will be agreed upon between Max Capital and the Company prior to their incursion.

10.3 Executive Services Agreement - Ben Cairns

The Company has entered into an executive services agreement with Mr Ben Cairns to provide the services of Chief Executive Officer of the Company on the following terms and conditions:

(a) The term of the agreement is 12 months commencing from the date the Company lists on ASX;
(b) The Company will pay Mr Cairns a salary of $162,000 per annum (for a commitment of a nine day fortnight) (plus statutory superannuation) to be reviewed annually by the Company. In addition, Mr Cairns will be reimbursed for all reasonable expenses incurred in the performance of his duties;
(c) The Company may in its sole discretion terminate the employment of Mr Cairns by giving 1 month’s written notice. The Company may dispense of the notice period in which case it must pay Mr Cairns the equivalent of 1 months’ salary;
(d) The Company may in its sole and absolute discretion terminate the employment of Mr Cairns immediately in a number of circumstances including if Mr Cairns engages in substantial misconduct, is guilty of wilful neglect, commits any serious or persistent breach of the terms of his Executive Service Agreement, commits any criminal offence deemed relevant to the performance of his duties, does any act or omission which is likely to bring himself or the Company into disrepute, misappropriates or fails to properly account for the use of the Company’s assets, becomes bankrupt or becomes physically or mentally unfit to attend to his obligations for a period of three month or over periods aggregating more than 3 months in any twelve month period; and
(e) The agreement contains provisions including confidentiality and noncompetition which are customary in agreements of this type.

10.4 Non-executive Directors Contracts

Michael Bohm

(a) The term of the agreement is indefinite and commenced 1 July 2016;
(b) The Company will pay Mr Bohm fees of $45,000 per annum (plus statutory superannuation), accruing from the date the Company lists on ASX. Mr Bohm will also be reimbursed for all reasonable expenses incurred in the performance of his duties;

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(c) In addition, the Company has issued to Mr Bohm:
(i) 500,000 Options exercisable at $0.20 on or before 31 December 2019; and
(ii) 500,000 Options exercisable at $0.25 on or before 31 December 2019; and
(d) The agreement contains provisions including confidentiality and noncompetition which are customary in agreements of this type.

Paul Payne

(e) The term of the agreement is indefinite and commenced 1 July 2016;
(f) The Company will pay Mr Payne fees of $30,000 per annum (plus statutory superannuation) accruing from the date the Company lists on ASX. Mr Payne will also be reimbursed for all reasonable expenses incurred in the performance of his duties;
(g) In addition the Company has issued to Mr Payne 500,000 Options exercisable at $0.25 on or before 31 December 2019; and
(h) The agreement contains provisions including confidentiality and noncompetition which are customary in agreements of this type.

Justin Tremain

(a) The term of the agreement is indefinite and commenced on 18 February 2016.
(b) The Company will pay Mr Tremain fees of $30,000 per annum (plus statutory superannuation) accruing from the date the Company lists on ASX. Mr Tremain will also be reimbursed for all reasonable expenses incurred in the performance of his duties;
(c) In addition, the Company has issued Mr Tremain 500,000 Options exercisable at $0.25 on or before 31 December 2019; and
(d) The agreement contains provisions including confidentiality and noncompetition which are customary in agreements of this type.

10.5 Company Secretarial Agreement - Blue Leaf Corporate Pty Ltd

The Company has engaged Blue Leaf Corporate Pty Ltd for the provision of company secretarial and financial management services (Company Secretarial Agreement). The Company Secretarial Agreement specifically provides for the appointment of Melanie Li as the company secretary. The material terms of the Company Secretarial Agreement are as follows:

(a) the term of the agreement is indefinite and commenced on 14 June 2016;
(b) the Company will pay Blue Leaf Corporate Pty Ltd a fee of $7,500 per month (excluding GST), commencing on the date the Company lists on ASX;

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(c) the Company may in its sole discretion terminate the company secretarial agreement of Blue Leaf Corporate Pty Ltd by giving 90 days written notice.
(d) the Company Secretarial Agreement otherwise contains standard provisions which are customary in agreements of this type.

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11. ADDITIONAL INFORMATION

11.1 Litigation

As at the date of this Prospectus, our Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

11.2 Rights attaching to Shares

The following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General 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.

(b) 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:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) 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
(iii) 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 Share held by him, or in respect of which he 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).

(c) Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the

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amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority 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 considers fair upon 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 authority 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.

(e)

Shareholder liability

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

(f) 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 ASX Listing Rules.

(g) Variation of rights

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

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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.

(h) Alteration of Constitution

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. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

11.3 Rights attaching to Options

The terms and conditions applying to the Class A Options and Class B Options are as follows:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be in accordance with below:

(i) at $0.25 per Class A Option; and

(ii) at $0.20 per Class B Option,

(Exercise Price).

(c) Expiry Date

The Options are exercisable at any time on or prior to 5:00pm (WST) on 31 December 2019 (Expiry Date).

(d) Notice of Exercise

The Options may be exercised in whole or in part in parcels. The Options are exercisable on delivery to the registered office of the Company of a notice in writing specifying the number of Options being exercised and accompanied by payment of the Exercise Price (Notice of Exercise).

(e) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(f) Timing of issue of Shares on exercise

Within 10 Business Days after the Exercise Date, the Company will allot and issue the resultant Shares and deliver the holding statements.

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(g) Shares issued on exercise

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

(h) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Bonus Issues

If there is a bonus Share issue, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Optionholder would have received if the Option had been exercised prior to the record date for the bonus issue.

(k) 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 or distributions of dividends offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

Subject to paragraph (j), 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.

(m) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n) Transferability

The Options are transferable with Board approval and may be exercised into Shares to be held in the name of a nominee of the Optionholder.

(o) Lapse of Options

Options will lapse on the earlier of:

(i) the Expiry Date; and
(ii) 28 days after the resignation or termination of employment by the Company of the Optionholder as an employee of the Company (subject to no change of control event having occurred prior).

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11.4 Summary of Employee Share Option Plan

The Company has adopted the Berkut Minerals Limited - Employee Share Option Plan (ESOP or Option Plan) on the terms and conditions as set out below:

(a) (Eligibility and Grant of Plan Options): The Board may grant options to acquire Shares under the Option Plan (ESOP Options) to any full or part time employee or director of the Company or subject to, and in accordance with, any necessary ASIC relief being obtained, a casual employee or contractor of the Company (Eligible Participant). ESOP Options may be granted by the Board at any time.
(b) (No Consideration): Unless the ESOP Options are quoted on ASX, ESOP Options will be issued for nil cash consideration.
(c) (Conversion): Each ESOP Option is exercisable into one Share ranking equally in all respect with the existing issued Shares.
(d) (Exercise Price and Expiry Date): The exercise price and expiry date for ESOP Options granted under the Option Plan will be determined by the Board prior to the grant of the ESOP Options.
(e) (Exercise Restrictions): The ESOP Options granted under the Option Plan may be subject to conditions on exercise as may be fixed by the Board prior to grant of the ESOP Options (Exercise Conditions). Any restrictions imposed by the Board must be set out in the offer for the ESOP Options.
(f) (Renounceability): Eligible Participants may renounce their offer in favour of a nominee (the Eligible Participants and their nominees are each Participants).
(g) (Lapsing of ESOP Options): Unless the Board determines otherwise, subject to the terms of the offer made to a Participant, an unexercised ESOP Option will lapse:
(i) on the Eligible Participant ceasing to be an Eligible Participant:
- (A) where any Exercise Conditions have not been met by the date the relevant person ceases to be an Eligible Participant (Ceasing Date); or
- (B) where any Exercise Conditions have been met by the Ceasing Date or the ESOP Option is not subject to any Exercise Conditions, the Participant does not exercise the ESOP Option within a period of 1 month after the Ceasing Date (or a further date as determined by the Board after the Ceasing Date);
(ii) if any Exercise Condition is unable to be met; or
(iii) the expiry date has passed.
(h) (Share Restriction Period): Shares issued on the exercise of ESOP Options may, at the discretion of the Board, be subject to a restriction that they may not be transferred or otherwise dealt with until a restriction period has expired, as specified in the offer for the ESOP Options.

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(i) (Disposal of Options): ESOP Options will not be transferable and will not be quoted on the ASX, unless the offer provides otherwise or the Board in its absolute discretion approves.
(j) (Trigger Events): The Company may permit ESOP Options to be exercised in certain circumstances where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.
(k) (Participation): There are no participating rights or entitlements inherent in the ESOP Options and holders will not be entitled to participate in new issues of capital offered to shareholders of the Company during the currency of the ESOP Options.
(l) (Change in exercise price): An ESOP Option will not confer a right to a change in exercise price or a change in the number of underlying Shares over which the ESOP Option can be exercised.
(m) (Reorganisation): If at any time the capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
(n) (Limitations on Offers): the Company must have reasonable grounds to believe, when making an offer under the Option Plan that the number of Shares to be received on exercise of ESOP Options, when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under an employee incentive scheme covered by an ASIC Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

11.5 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(c) 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 proposed Director:

(d) as an inducement to become, or to qualify as, a Director; or
(e) for services provided in connection with:
(i) the formation or promotion of the Company; or

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(ii) the Offer.

11.6 Interests of Experts and Advisers

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

(a) 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
(b) promoter of the Company,

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

(c) the formation or promotion of the Company;
(d) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(e) 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:

(f) the formation or promotion of the Company; or
(g) the Offer.

Agricola Mining Consultants Pty Ltd has acted as Independent Geologist and has prepared the Independent Geologist’s Report which is included in Section 5 of this Prospectus. The Company estimates it will pay Agricola Mining Consultants Pty Ltd a total of $10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Agricola Mining Consultants Pty Ltd has not received fees from the Company for any other services.

Grant Thornton Corporate Finance Pty Ltd has acted as Investigating Accountant and has prepared the Independent Limited Assurance and Financial Information Report which is included in Section 6 of this Prospectus. The Company estimates it will pay Grant Thornton Corporate Finance Pty Ltd a total of $7,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Grant Thornton Corporate Finance Pty Ltd has not received any fees from the Company for any other services.

Max Capital will receive 5% of the total amount raised under the Prospectus (plus GST) following the successful completion of the Offer for its services as Lead Manager to the Offer. Max Capital will be responsible for paying all capital raising fees that Max Capital and the Company agree with any other financial service licensees. Further details in respect to the Lead Manager Mandate with Max Capital are summarised in Section 10.2. Max Capital has not received any other fees for other services provided to the Company in the last two years.

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Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer and has prepared the Solicitor’s Report on Tenements which is included in Section 7 of this Prospectus. The Company estimates it will pay Steinepreis Paganin $30,000 (excluding GST) 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 the ASIC, Steinepreis Paganin has not received fees from the Company for any other services.

11.7 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of the Securities), the Directors, the 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, or purport to make, any statement in this Prospectus other than those referred to in this section; and
(b) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of 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.

Agricola Mining Consultants Pty Ltd has given its written consent to being named as Independent Geologist in this Prospectus, the inclusion of the Independent Geologist’s Report in Section 5 of this Prospectus in the form and context in which the report is included and the inclusion of statements contained in the Chairman’s Letter, Investment Overview and Section 3 of this Prospectus in the form and context in which those statements are included. Agricola Mining Consultants Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Grant Thornton Corporate Finance 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 and the Financial Information included in Section 6 of this Prospectus in the form and context in which the information and report is included. Grant Thornton Corporate Finance Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Grant Thornton Audit Pty Ltd has given its written consent to being named as auditor in this Prospectus in the form and context in which the information is included. Grant Thornton Audit Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in Section 7 of this Prospectus in the form and context in which the report is included. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

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Max Capital has given its written consent to being named as the lead manager to the Company in this Prospectus. Max Capital has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Security Transfer Registrars has given its written consent to being named as the share registry to the Company in this Prospectus. Security Transfer Registrars has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

11.8 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $260,000 for the Minimum Subscription or $285,000 for the Maximum Subscription and are expected to be applied towards the items set out in the table below:

Item of Expenditure	Minimum Subscription ($) Maximum Subscription ($)
ASIC/ASX fees Max Capital Fees Legal Fees Independent Geologist’s Fees Investigating Accountant’s Fees Printing and Distribution Miscellaneous TOTAL	48,000 50,000 150,000 175,000 30,000 30,000 10,000 10,000 7,000 7,000 5,000 5,000 10,000 8,000
	260,000 285,000

Max Capital will be responsible for paying all capital raising fees that Max Capital and the Company agree with any other licensed securities dealers or Australian financial services licensee out of these fees paid by the Company to Max Capital. For a summary of the Lead Manager Mandate refer to Section 10.2.

11.9 Continuous disclosure obligations

Following 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 listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

Price sensitive information will be publicly released through 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.

11.10 Electronic Prospectus

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of this Prospectus or

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both. Alternatively, you may obtain a copy of this Prospectus from the website of the Company at www.berkutminerals.com.au.

11.11 Financial Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, 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.

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

The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

11.13 Privacy statement

If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your securities in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

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12. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

Michael Bohm Non Executive Chairman For and on behalf of Berkut Minerals Limited

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13. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

$ means an Australian dollar.

Application Form means the application form attached to or accompanying this Prospectus relating to the Offer.

ASIC means Australian Securities & Investments Commission.

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

ASX Listing Rules means the official listing rules of ASX.

Board means the board of Directors as constituted from time to time.

Cairn Hill Gold Project means the project described at Section 3 of the Prospectus.

Capricorn Lithium Project means the project described at Section 3 of the Prospectus.

Class A Options means the unlisted options issued on the terms and conditions outlined in Section 11.3.

Class B Options means the unlisted options issued on the terms and conditions outlined in Section 11.3.

Closing Date means the closing date of the Offer as set out in the indicative timetable in the Key Offer Information Section of this Prospectus (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Coccinella means Coccinella Pty Ltd (ABN 80 104 725 813).

Company means Berkut Minerals Limited (ACN 610 855 064).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act.

Joint Venture Agreement means the agreement between the Company and Coccinella dated 14 June 2016 as summarized at Section 10.1 of the Prospectus.

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Max Capital means Max Capital Pty Ltd (ABN 87 152 214 956) (AFSL: 411136).

Minimum Subscription means the minimum amount to be raised under the Offer, being $3,000,000 assuming no oversubscriptions are accepted.

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Maximum Subscription means the maximum amount to be raised under the Prospectus, being $3,500,000 assuming oversubscriptions of 2,500,000 Shares at $0.20 per Share are accepted.

Mt Clement Gold Project means the project described at Section 3 of the Prospectus.

Offer means the offer of Shares pursuant to this Prospectus as set out in Section 2 of this Prospectus.

Official List means the official list of ASX.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Projects means the Cairn Hill Gold Project, the Mt Clement Gold Project and the Capricorn Lithium Project.

Prospectus means this prospectus.

Section means a section of this Prospectus.

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

Shareholder means a holder of Shares.

Tenements means the mining tenements (including applications) in which the Company has an interest as set out at 3.2 of this Prospectus and further described in the Solicitor’s Report on Tenements set out in Section 7 of this Prospectus or any one of them as the context requires.

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

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AI assistant

CARNABY RESOURCES LIMITED — Capital/Financing Update 2016

64675_rns_2016-08-28_d1270ae8-4da8-4834-941e-b65647ee7507.pdf

BERKUT MINERALS LIMITED ACN 610 855 064

PROSPECTUS

IMPORTANT INFORMATION

TABLE OF CONTENTS

CORPORATE DIRECTORY

Directors

Registered Office

Chief Executive Officer

Lead Manager

Company Secretary

Proposed ASX Code

Share Registry

Solicitors

Investigating Accountant

Independent Geologist

Auditor

IMPORTANT NOTICE

Exposure Period

No offering where offering would be illegal

Web Site – Electronic Prospectus

Website

Forward-looking statements

Photographs and Diagrams

Definitions

Dear Investor

Michael Bohm NON EXECUTIVE CHAIRMAN

KEY OFFER INFORMATION

KEY DATES - Indicative timetable*

KEY OFFER DETAILS

1. INVESTMENT OVERVIEW

2. DETAILS OF THE OFFER

2.1 The Offer

2.2 Oversubscriptions

2.3 Minimum subscription

2.4 Use of Funds

Notes:

2.5 Taxation

2.6 Applications

2.7 ASX listing

2.8

Issue

2.9

Applicants outside Australia

2.10 Not underwritten

2.11 Lead Manager

2.12 Commissions payable

3. COMPANY AND PROJECTS OVERVIEW

3.1 Background

3.2 Overview of Projects

3.3 Business Model

3.3.1 Proposed Exploration Program and Expenditure

Cairn Hill Gold Project

Mt Clement Gold Project

Capricorn Lithium Project

3.3.2 Competent Person’s Statement

3.3.3 Strategy Post Listing

3.4 Directors and key personnel

Michael Bohm B.AppSc (Mining Eng.), MAusIMM, MAICD Non-Executive Chairman

Paul Payne B.AppSc, Grad Dip Min Ec, Grad Cert (Geostats), FAusIMM Non-Executive Director

Justin Tremain B.Com

Non-Executive Director

Other Management

Ben Cairns BSc (Hons) Geology, MAIG

Chief Executive Officer

Ms Melanie Li B.Com CA

Company Secretary

3.5 Additional Information

3.6 Dividend Policy

3.7

Capital Structure

Shares[2]

Options

Notes:

3.8 Substantial Shareholders

As at the date of the Prospectus

4. RISK FACTORS

4.1 Introduction

CARNABY RESOURCES LIMITED Capital/Financing Update 2016

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