CHALICE MINING LIMITED — Capital/Financing Update 2022

May 23, 2022

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ASX: CHN | OTCQB: CGMLF

Julimar – the start of a new Ni-Cu-PGE province in Western Australia Institutional Capital Raise Presentation 24 May 2022

Not for release to US wire services or distribution in the United States

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Forward looking statements, disclaimers and additional disclosures

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Disclaimer

This investor presentation (“Presentation”) is dated 24 May 2022 and has been prepared by Chalice Mining Limited (ABN 47 116 648 956) (“Company”) in relation to a proposed placement of new fully paid ordinary shares in the Company ("New Shares") to certain strategic investors, institutions and other sophisticated and professional investors in accordance with section 708A of the Corporations Act 2001 (Cth) ("Corporations Act") to raise approximately A$100 million ("Placement”).

This Presentation has been prepared by the Company based on information from its own and third party sources and is not a disclosure document. No party other than the Company has authorised or caused the issue, lodgement, submission, despatch or provision of this presentation, or takes any responsibility for, or makes or purports to make any statements, representations or undertakings in this presentation. Except for any liability that cannot be excluded by law, the Company and its related bodies corporate, directors, employees, servants, advisers and agents (together, “Affiliates”) disclaim and accept no responsibility or liability for any expenses, losses, damages or costs incurred by you relating in any way to this Presentation including, without limitation, the information contained in or provided in connection with it, any errors or omissions from it however caused, lack of accuracy, completeness, currency or reliability or you or any other person placing any reliance on this Presentation, its accuracy, completeness, currency or reliability. This Presentation is not a prospectus, disclosure document or other offering document under Australian law or under any other law. It is provided for information purposes and is not an invitation nor offer of shares or recommendation for subscription, purchase or sale in any jurisdiction. This presentation does not purport to contain all the information that a prospective investor may require in connection with any potential investment in the Company. Each recipient must make its own independent assessment of the Company before acquiring any shares in the Company.

Not an offer

This Presentation is not an offer or an invitation to acquire New Shares of the Company or any other financial products. This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation to acquire New Shares in the United States or any other jurisdiction where it would be illegal, and will not form any part of any contract for the acquisition of New Shares.

This Presentation has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 (the “US Securities Act”) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. The distribution of this presentation in the United States and elsewhere outside Australia may be restricted by law. Persons who come into possession of this presentation should observe any such restrictions as any non-compliance could contravene applicable securities laws. Please refer to the section of this document headed “International Offer Restrictions" for more information.

Investment risk

An investment in New Shares is subject to known and unknown risks, some of which are beyond the control of the Company and its directors. The Company does not guarantee any particular rate of return or the performance of the Company nor does it guarantee any particular tax treatment. You should have regard to the risk factors outlined in the section of this Presentation headed “Key risks and international jurisdictions” when making your investment decision. Cooling off rights do not apply to the acquisition of New Shares.

This Presentation has been authorised for release by the board of the Company.

Future performance and forward-looking statements

Not investment advice

Each recipient of the Presentation should make its own enquiries and investigations regarding all information in this Presentation including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of the Company and the impact that different future outcomes might have on the Company. Information in this Presentation is not intended to be relied upon as advice to investors or potential investors and has been prepared without taking account of any person’s individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. The Company is not licensed to provide financial product advice in respect of its securities.

Financial data

All dollar values are in Australian dollars (A$ or AUD) unless otherwise stated. The information contained in this Presentation may not necessarily be in statutory format. Amounts, totals and change percentages are calculated on whole numbers and not the rounded amounts presented. Past performance, including past share price performance of the Company and the financial information (to reflect the funds raised under the Placement) provided in this Presentation is for illustrative purposes only and is not represented as being indicative of the Company’s views on its future financial condition and/or performance. Past performance of the Company cannot be relied upon as an indicator of (and provides no guidance as to) the future performance of the Company. Nothing contained in this Presentation nor any information made available to you is, or shall be relied upon as a promise, representation, warranty or guarantee, whether as to the past, present or future.

This Presentation contains certain "forward-looking statements". The words "expect", "anticipate", "estimate", "intend", "believe", "guidance", "should", "could", "may", "will", "predict", "plan" and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice and involve known and unknown risks and certainties and other factors which are beyond the control of the Company, its directors and management. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumption on which these statements are based. Recipients of this Presentation are cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by COVID-19, and except as required by law or regulation, none of the Company, its representatives or advisers assumes any obligation to update these forward-looking statements. No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this Presentation. The forward-looking statements are based on information available to the Company as at the date of this Presentation. Except as required by law or regulation (including the ASX Listing Rules), none of the Company, its representatives or advisers undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements.

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Forward looking statements, disclaimers and additional disclosures

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JORC Code

It is a requirement of the ASX Listing Rules that the reporting of ore reserves and mineral resources in Australia comply with the Joint Ore Reserves Committee’s Australasian Code for Reporting of Mineral Resources and Ore Reserves ("JORC Code"). Investors outside Australia should note that while ore reserve and mineral resource estimates of the Company in this document comply with the JORC Code (such JORC Code-compliant ore reserves and mineral resources being "Ore Reserves" and "Mineral Resources" respectively), they may not comply with the relevant guidelines in other countries and, in particular, do not comply with (i) National Instrument 43-101 (Standards of Disclosure for Mineral Projects) of the Canadian Securities Administrators (the "Canadian NI 43-101 Standards"); or (ii) Industry Guide 7, which governs disclosures of mineral reserves in registration statements filed with the SEC. Information contained in this document describing mineral deposits may not be comparable to similar information made public by companies subject to the reporting and disclosure requirements of Canadian or US securities laws. In particular, Industry Guide 7 does not recognise classifications other than proven and probable reserves and, as a result, the SEC generally does not permit mining companies to disclose their mineral resources in SEC filings. You should not assume that quantities reported as “resources” will be converted to reserves under the JORC Code or any other reporting regime or that the Company will be able to legally and economically extract them. The Information in this presentation that relates to Mineral Resources has been extracted from the ASX announcement titled “Tier 1 Scale Maiden Mineral Resource at Julimar” dated 9 November 2021. This announcement is available to view on the Company’s website at www.chalicemining.com. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original announcement and that all material assumptions and technical parameters underpinning the estimates in the original announcement continue to apply and have not materially changed.

Joint Lead Managers

Bell Potter Securities Limited and Macquarie Capital (Australia) Limited have acted as joint lead managers to the Placement (“Joint Lead Managers”). The Joint Lead Managers, together with their respective related bodies corporate, shareholders or affiliates and their respective officers, directors, employees, affiliates, agents or advisers (each a “Limited Party”) have not authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this Presentation and do not make or purport to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement made by a Limited Party.

To the maximum extent permitted by law, each Limited Party expressly disclaims any and all liability in respect of, and make no representations regarding, and take no responsibility for, any part of this Presentation, including, without limitation, any liability arising out of fault or negligence, for any direct, indirect, consequential or contingent loss or damage arising from the use of information contained in this Presentation. Each Limited Party makes no representation or warranty, express or implied, as to the currency, accuracy, reliability, fairness or completeness of the information, opinions and conclusions contained in this Presentation. In particular, the Limited Parties have not independently verified such information and take no responsibility for any part of this Presentation or the Placement. Statements made in this Presentation are made only at the date of the Presentation. The Company is under no obligation to update this Presentation. The information in this Presentation remains subject to change by the Company without notice.

The Limited Parties make no recommendation as to whether any investor or potential investor should participate in the Placement nor do they make any representations or warranties to you concerning the Placement, and you represent, warrant and agree that you have not relied on any statements made by a Limited Party in relation to the Placement. Further, no Limited Party accepts any fiduciary obligations to or relationship with any investor or potential investor in connection with the offer of New Shares in the Company or otherwise.

The Joint Lead Managers and their affiliates and related bodies corporate are full service financial institutions engaged in various activities, which may include (but are not limited to) underwriting, securities trading, financing, corporate advisory, financial advisory, investment management, investment research, principal investment, hedging, market making, market lending, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses. In the ordinary course of their various business activities, the Joint Lead Managers and their affiliates or related bodies corporate may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Company, and/or persons and entities with relationships with the Company. The Joint Lead Managers and their affiliates and related bodies corporate may also communicate independent investment recommendations, market colour or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at anytime hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. One or more entities within the Joint Lead Managers' respective groups may provide other financial services to the Company or its affiliates and related bodies corporate. The Joint Lead Managers are acting as lead managers and bookrunners to the Placement for which they have received or expect to receive fees and expenses.

Determination of eligibility of investors for the purposes of all or any part of the Placement is determined by reference to a number of matters, including legal requirements and the discretion of the Company and the Joint Lead Managers. To the maximum extent permitted by law, the Company, the Joint Lead Managers and their respective Limited Parties expressly disclaim any duty or liability (including for negligence) in respect of the exercise of that discretion or otherwise. Any participant in the Placement acknowledges that allocations under the Placement are at the sole discretion of the Joint Lead Managers and the Company. To the maximum extent permitted by law, the Joint Lead Managers and the Company disclaim any duty or liability (including for negligence) in respect of the exercise of that discretion. Furthermore, the Company reserves the right to vary the timetable for the Placement (with the consent of the Joint Lead Managers) including by closing the Placement bookbuild early or extending the Placement bookbuild closing time (generally or for particular investors), without recourse to them or notice to any participant in the Placement. Moreover, communications that the Placement or Placement bookbuild is "covered"( i.e. aggregate demand indications exceed the amount of the New Shares) are not an assurance that the Placement will be fully distributed.

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Chalice – a globally recognised name in mineral exploration

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High-performance, results driven culture (discovery DNA)

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A team with an exceptional track record of finding and defining mines and rewarding shareholders

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We work to create sustained value for shareholders and stakeholders

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A tier-1 scale, pit-constrained PGE-Ni-Cu-Co
sulphide resource (9 Nov 2021):
[1] for
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• One of the largest greenfield PGE-Ni-Cu-Co sulphide discoveries in recent history

• Metals essential for green technologies like catalytic converters, batteries, electric vehicles and hydrogen

• One of the few, large-scale Pd-rich deposits outside of Russia (~40% of global supply)

• 100% owned by Chalice, no 3[rd] party interests – full control and maximum leverage

• Sulphide metallurgy – able to produce Cu-PGE and NiCo-PGE concentrates for a range of global customers

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• Only ~ 2km of >30km long Julimar Complex drilled to date

• ~8,000km[2] total landholding in new, totally unexplored West Yilgarn Ni-Cu-PGE Province

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West Yilgarn
Ni-Cu-PGE
Province
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Yilgarn
Craton
Julimar
250km
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1 Refer to full Mineral Resource Statement in Appendix 2 3E = Palladium (Pd) + Platinum (Pt) + Gold (Au)

Chalice has consistently delivered on its ambitions since the Julimar discovery in March 2020

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✓

• Province defining new discovery in March 2020 followed by a significant expansion of tenure (~8,000km[2] ) across the new West Yilgarn Ni-Cu-PGE Province

✓

Rapid drill-out to define a maiden Mineral Resource Estimate – ~900 holes for ~220,000m drilled to date, tier-1 scale pit-constrained resource defined that remains open

✓

Access secured for phased drilling over the >30km long Julimar Complex – initial drilling underway to test the immense mineral potential of the layered mafic-ultramafic complex

✓

Assembled a highly experienced team to lead the Scoping and Pre-Feasibility Studies and define the economic potential of the Julimar Project

✓ Completed the demerger of Falcon Metals

✓

Raised $30 million at $1.05 and $115 million at $3.75 in 2020 – maintained a rapid exploration and development pace

✓ Joined the ASX200 and delivered a >4,000% Total Shareholder Return

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Chalice is undertaking an institutional placement to raise A$100 million to fund further exploration and studies over the next ~18 months

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• Placement Chalice is conducting an institutional placement of ~16.7 million fully paid ordinary shares to raise approximately A$100 million (“ Placement ”)

• • The Placement represents ~4.7% of existing shares on issue

• New shares issued under the Placement will rank equally with existing shares on issue

• • The Placement is non-underwritten

• The Directors of Chalice and the Joint Lead Managers reserve the right to accept Placement oversubscriptions within the Company’s capacity pursuant to ASX Listing Rule 7.1

• •

• Placement price Placement price of A$6.00 per share represents a 10.0% discount to the last close price of A$6.67 per share on 23 May 2022

• •

• Joint Lead Bell Potter Securities Limited and Macquarie Capital (Australia) Limited are acting as Joint Lead Managers Managers to the Placement

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Proceeds from the Placement will be used to expand exploration activities and advance the Gonneville Pre-Feasibility Study

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Raising provides Chalice with ~18 months of funding for continued exploration at Julimar and across the West Yilgarn, as well as substantially advancing the pre-feasibility study for the Gonneville ‘starter mine’

Gonneville exploration and resource drilling

• Exploration, step-out and infill drilling at Gonneville, with updated Mineral Resource Estimate targeted for early July 2022

• Aims to increase confidence level of in-pit resources, define resources in an underground category and define the overall extent of the mineral system

Gonneville studies and pre-development activities

• Completion of the Gonneville scoping study, and substantially advancing the subsequent pre-feasibility study for an initial mine development

• Aims to de-risk the development project and begin the regulatory approvals process

• Top tier consultants on board to complete the studies and global search for Project Director underway

Julimar and West Yilgarn exploration

• Complete initial low-impact exploration drilling along the >30km long Julimar Complex, across the Hartog, Dampier, Baudin, Jansz, Torres and Flinders targets

• • Conduct reconnaissance exploration including ground EM, soil sampling and initial drilling across the >8,000km[2] West Yilgarn portfolio, including Julimar (regional), Barrabarra, South West, Narryer and Holt Rock

Corporate and working capital

	Sources of Funds	Sources of Funds	(A$M)
	Proceeds from	Placement	100
	Cash on hand	(unaudited as at 30 April 2022)	49
	Total Sources		149
	Program	Uses of Funds	(A$M)
	Julimar	Gonneville exploration / resource drilling	33
		Gonneville studies & pre-development activities	48
		Julimar Complex exploration drilling	11
	West Yilgarn	Regional exploration	16
	Corporate	Corporate	10
		Working capital and offer costs	31
	Total Uses		149

• Supplement existing cash on hand of ~$49.0 million as at 30 April 2022

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Timetable and pro-forma capital structure

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Indicative Timetable[1]

Pro-forma financial impact and capital structure

Event Date Trading halt 10:00am AEST 24 May 2022 Trading halt lifted and announcement of completion of Placement 25 May 2022 Settlement of Placement Shares 27 May 2022 Allotment of Placement Shares 30 May 2022	Shares on Issue (M) Cash at Bank (A$M)
	30 April 2022 (unaudited) 355.0 49.0
	Placement 16.7 100.0
	Pro-forma 371.7 149.0

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1 Indicative only and dates are subject to change by the Joint Lead Managers and/or the Company.

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Julimar NickelCopper-PGE Project

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Julimar is a province-defining new
greenfield discovery in the world’s
premier mining jurisdiction
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First drill hole discovery in March 2020: 25m @ 8.5g/t Pd, 0.9g/t Pt, 0.1g/t Au, 2.0% Ni, 0.9% Cu, 0.11% Co from 46m

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Greenfield project staked in early 2018 ( 100% owned )

Maiden resource for Gonneville based on ~ 520 holes ( ~139,000m ), resource and exploration drilling continuing with ~6 rigs

Discovery made ~70km NE of – Perth in Western Australia named Gonneville

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Gonneville covers ~2km of strike length on Chalice owned farmland, a further ~10km of untested Julimar Complex strike length currently being drilled

Studies being advanced for an initial mining development at Gonneville while the full extent of the mineral system is defined

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Project has direct access to major highway, rail, power, port infrastructure as well as a large local workforce

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Chalice is building a world-class
‘green metals’ portfolio in Australia
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Platinum and Palladium

Highly versatile but rare metals used to remove nitrogen oxides (NOx) from exhausts/hydrogen/ammonia streams (NOx are 300x more potent than CO2 as a greenhouse gas), and facilitate green hydrogen production and use in fuel cells).

Palladium market in deficit with supply dominated by Russia. Platinum supply dominated by South Africa.

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Nickel and Cobalt

The key battery cathode materials in electric vehicles (EV), high nickel NMC 811 batteries are the favoured chemistry.

EV-driven nickel demand is forecast to increase 19x by 2040; lack of new sulphide discoveries worldwide in recent years has created a significant deficit in class 1 nickel supply.

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Copper

Used extensively in the green energy industry including in renewables, energy storage and EVs.

Copper market is forecast to remain in deficit until 2026; lack of new largescale discoveries worldwide.

Source: Johnson Matthey PGM Market Report 2021; IEA “The Role of Critical World Energy Outlook Special Report Minerals in Clean Energy Transitions” March 2022; S&P Global Commodity Quarterly: Copper Q4 2021

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Julimar is capturing attention as a strategic asset for Australia and the western world, given its rare palladium-nickel-cobalt content

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Julimar is the first major PGE discovery in Australia and one of the few recent large-scale Ni-Cu-PGE discoveries in the western world

Pd, Pt, Ni and Co are classified as ‘critical minerals’ by most western governments

The western world is extremely reliant on Russian Palladium supply (~40% of global supply)

Strategically located in one of the world’s most stable mining jurisdi ~~c~~ tions and driven by a commitment to sustainable development

The Australian Government has committed >$1 billion to accelerate strategically significant projects and strengthen internal critical mineral security and supply chains[(1)]

Global Palladium Primary Supply Market Share 2022

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Russia
38%
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Russia also accounts for ~20% of class 1 (battery grade) nickel production

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North
America
15%
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15%
Zimbabwe
6%
Julimar
South
Africa
37%
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Source: ‘Provision of PGM market intelligence and long-term metal price forecasts’ SFA Oxford, March 2021 (1) ‘2022 Critical Minerals Strategy’ Department of Industry, Science, Energy and Resources, Australian Government, March 2022

Platinum and Palladium are essential in every stage of the hydrogen value chain, a critical solution to achieving net-zero carbon emissions

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Production

Transport and Storage

Utilisation

Green hydrogen produced by electrolysis of water using renewable energy (wind, solar, hydro)

Long-term storage and transport of green hydrogen likely to be achieved using liquified ammonia (NH3) as carrier

Green hydrogen ideal for use in green steel and Fuel Cell Electric Vehicles (FCEVs), likely to be the dominant technology for heavy transport such as trucks, trains and ships

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PGEs are essential catalysts in the Proton Exchange Membrane (PEM) Electrolyser

Pd is an essential catalyst in hydrogen-ammonia conversion and purification

PGEs are essential catalysts in most hydrogen fuel cell designs

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Source: ‘Hydrogen for Net-Zero’ Hydrogen Council & McKinsey & Company, November 2021 ‘Provision of PGM market intelligence and long-term metal price forecasts’ SFA Oxford, March 2021

‘Australian and Global Hydrogen Demand Growth Scenario Analysis’ Deloitte & COAG Energy Council, November 2019

The rapidly growing and increasingly adopted hydrogen economy has the potential to underpin long term PGE demand

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Current primary supply of Pt and Pd is ~16Moz Estimated Annual Pt and Pd Demand from Hydrogen (Moz)
p.a. Pd is in prolonged deficit while Pt in surplus
Electrolysers Light FCEVs Heavy FCEVs
8
Our view is that with conservative hydrogen
7
adoption , demand for Pt and Pd from hydrogen
could be as high as ~ 8Moz p.a. [(1)]
6
5
A modest hydrogen adoption scenario includes
~10% share of light vehicle market, ~40% share 4
of heavy vehicle market, and 50-70GW of
electrolyser capacity by 2040
3
2
Projections do not include PGE usage from
hydrogen applications in shipping, aviation, 1
industrial or steel manufacturing
-
2022 2026 2030 2034 2038 2042 2046 2050
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(1) Cautionary statement: The forward-looking statements have been estimated by Chalice using assumptions that have been informed by third party research. These statements are based on an assessment of economic and operating conditions and on various assumptions regarding future events and actions that, as at the date of this presentation, are considered reasonable by Chalice. Refer to “Long Term PGE Demand Forecast” slide in Appendix for additional information regarding the underlying assumptions and calculation methodology, and Slide 2 for a statement regarding the risks involved in forward-looking statements of this nature. Without limiting these risks, such forward-looking statements are predictive in character, may be affected by incorrect assumptions or by known or unknown risks and uncertainties, and may differ materially in due course. Investors are therefore cautioned against attributing undue certainty to forward-looking statements, including those outlined above.

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Battery manufacturers are becoming increasingly reliant on high carbon intensity nickel – a unique opportunity for Julimar

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Battery-grade nickel consumers forecast to become heavily reliant on supply sources that do not meet sustainability standards , i.e. NPI

Julimar has the potential to become a globally significant source of class 1 nickel , which has a much lower carbon footprint than other sources

Julimar’s proximity to WA’s world class power grid and infrastructure make it uniquely positioned to deliver low carbon intensity metals

Class 1 nickel sources are likely to demand a premium , driven by the need to comply with emissions targets and to satisfy increasing sensitivity to sustainability standards

Estimated avg carbon intensity of nickel sources (kgCO2 eq. per kg Ni)

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70
60
50
40
~4.5x
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60
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45
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30
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18
13
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20

10

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0
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Class I nickel Nickel sulphate Ferronickel (FeNi) Nickel Pig Iron (NPI)

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Source: Nickel Institute, Goldman Sachs Global Investment Research via ‘Nickel’s class divide’, April 2022.

The Julimar Project has the potential to deliver significant economic benefits and Chalice is committed to strong environmental stewardship

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Environment
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Community
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Exploring in the Julimar State Forest under a Conservation Management Plan using small-footprint diamond drill rigs to navigate around trees - no mechanised clearing of trees or vegetation required

Numerous case studies of successful mining projects in or around State Forest areas

Proximity to major communities provides a unique opportunity to build a workforce of local permanent residents ( drive in, drive out )

Community Info Sheets and Newsletters developed to deliver information on project activities and environmental practices

Strong environmental stewardship :

• Comprehensive program of baseline environmental surveys ongoing since 2020; covering flora, fauna, dieback, cultural heritage

• Development of Biodiversity Strategy underway to ensure potential mining in future co-exists with conservation values

• Baseline surface and groundwater studies underway; water studies are a priority focus for Chalice to ensure that water is responsibly managed as a shared resource

~$0.5M local procurement spend by Chalice, plus ~$1.5M spend by direct contractors in the local shires surrounding the Julimar Project in FY21

• ~29% of current workforce are locally based (Mar-22) and local opportunities growing

Active, open and transparent engagement continues with key stakeholders – trust is key to maintain our social licence

Gonneville is a tier-1 scale, pit-constrained, strategic green metals Resource with high-grade optionality and compelling growth potential

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3D view (looking ENE) of Gonneville Resource domains and pit shell

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Maiden Indicated and Inferred Mineral Resource Estimate[1] :

• 330Mt @ 0.94g/t Pd+Pt+Au (3E), 0.16% Ni, 0.10% Cu, 0.016% Co (~ 0.58% NiEq or ~ 1.6g/t PdEq )

10Moz 3E , 530kt Ni , 330kt Cu and 53kt Co contained

• Equivalent to ~ 1.9Mt NiEq or ~ 17Moz PdEq contained

150Mt (~45%) of the resource is within the Indicated category

• Resource is constrained

within a resource pit shell and reported above a 0.4% NiEq cut-off grade (sulphide) and a 0.9g/t Pd cut-off grade (oxide)

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• 1 Refer to full Mineral Resource Statement in Appendix

The Resource includes a significant high-grade sulphide component in-pit, starting from a depth of ~30m

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3D view (looking NE) of Gonneville high-grade sulphide Resource domains (>0.6% NiEq) and pit shell

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High-grade sulphide

component of Resource[1] , reported above a 0.60% NiEq cut-off grade:

• 74Mt @ 1.8g/t 3E, 0.22% Ni, 0.21% Cu, 0.021% Co (~ 1.0% NiEq or ~ 2.8g/t PdEq );

• 4.2Moz 3E, 160kt Ni, 150kt Cu, 15kt Co (~ 760kt NiEq or ~ 6.6Moz PdEq ) contained

• This higher-grade component affords the project significant

optionality in development

and could potentially

materially enhance project economics in the initial years of operations

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1 Refer to full Mineral Resource Statement in Appendix

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The host Gonneville Intrusion is ~600m thick and high-grade mineralisation is already demonstrated ~400m beyond the Resource pit shell

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The Deposit remains open down-dip and along strike to the north, with ongoing drilling demonstrating potential for material growth

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21
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Gonneville covers just 2km of the >30km long Julimar Complex – the upside to the north has the potential transform the project

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3D view (looking NW) of the Julimar Complex (airborne EM) and the Gonneville Deposit

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WA
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Baudin Target (untested)

Flinders Target (untested)

• Large coincident Mag-AEM anomaly

• Access pending

• Large AEM and Ni-Cu-PGE soil anomalies

• • Access pending

Julimar Complex

• Interpreted >30km long maficultramafic intrusive complex

Jansz & Torres Targets (drilling underway)

• Large AEM and Ni-Cu-PGE soil anomalies

Hartog-Dampier Targets (drilling underway)

• First pass AC drilling complete on private farmland – ultramafic geology with anomalous Ni-Cu-PGE confirmed

• ~6.5km long AEM anomaly, with coincident ground EM and Ni-Cu-soil anomalies comparable to Gonneville

• First ever drilling commenced January 2022

Gonneville Deposit (Resource stage)

• 10Moz Pd+Pt+Au (3E), 530kt Ni, 330kt Cu, 53kt Co in-pit**

• ~900 RC/diamond holes drilled across ~1.9km x 0.9km area

• Open to the north and at depth

Approvals in place for drilling of the Hartog-Dampier targets – initial results indicate a mineralised mafic-ultramafic system

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• 8 of ~70 sites drilled to date at lower priority targets (due to previous access constraints) within the Hartog area

• Several narrow intervals of ortho-magmatic nickel-copper sulphides intersected in maficultramafic rocks

• Results indicate the potential for mineralisation many kilometres from the Gonneville Deposit

Initial interpretation suggests mafic-ultramafic intrusives are part of a different, but still prospective, magmatic event to Gonneville

• Final permit approvals now received for higher priority targets, allowing a total of 70 drill sites to be drilled over the ~10km of Julimar Complex strike length

• All high-priority EM conductors yet to be drilled

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23
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Preliminary met testwork shows high Pd-Pt-Ni-Cu-Co recoveries into two commercially attractive concentrates using conventional flotation

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Simplified sequential flotation process for high-grade sulphide mineralisation

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Metal Expected Recovery (%)
Rougher & Rougher &
Crush & grind cleaner cleaner Copper (to Cu-PGE-Au con) 80-90
High-grade sulphide
(fresh) ore (P75µm)80 of 38- flotation into Cu-PGE-Au flotation into Ni-Co-PGE Nickel & Cobalt (to Ni-Co-PGE con) 60-75
concentrate concentrate
Palladium (~75%/25% Cu/Ni con) 75-85 (total)
Platinum (~75%/25% Cu/Ni con) 65-75 (total)
Sale Sale
Gold (to Cu-PGE-Au con) 35-75
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• Testwork to date demonstrates potential to produce two commercially attractive concentrates for sale

• Low levels of potentially deleterious elements (As, Cd, Se, Te, Hg, Pb, F, Cl) in concentrates produced to date

• Variability testwork continues and additional metallurgical sampling underway

Simplified flotation process for disseminated sulphide mineralisation

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Sale
Rougher &
Rougher &
cleaner flotation
Disseminated sulphide Crush & grind cleaner flotation
into bulk Ni-Cu-
(fresh) ore (P80 of 38-75µm) into Cu-PGE-Au Co-PGE
concentrate Potential bulk
concentrate Potential bulk
concentrate Sale of Ni-Co battery pre-
concentrate
enrichment cursor product
enrichment process
process
Sale
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• Initial testwork indicates the potential to produce two commercially attractive concentrates for sale

• Several processing alternatives to enrich bulk Ni-Cu-Co-PGE concentrate being investigated in order to maximise recovery and payability

• $2.9M CRC-P grant from Commonwealth Govt to evaluate downstream processing options in 2021-2023

• Testwork and flowsheet development work continues ahead of the Gonneville Scoping Study, targeted for completion in Q3 2022

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The Julimar discovery has kick-started the new West Yilgarn Ni-Cu-PGE Province, which could deliver more major discoveries

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Narryer
Burtville
Terrane
Narryer
Terrane
Youanmi
Terrane
Kurnalpi
Terrane
Barrabarra
Kalgoorlie
Terrane
West Yilgarn Ni-
Cu-PGE Province – YILGARN
discovered 2020,
CRATON Kalgoorlie-
~0.5Mt Ni to date
Kurnalpi Ni
Province –
discovered
Gonneville PGE-
Julimar 1965, >25Mt Ni
Ni-Cu-Co Deposit
PERTH
South West
Terrane
South West
N
Nickel Deposits
Chalice Tenure
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• Many of the ‘giant’ ortho-magmatic nickel-copper-PGE sulphide deposits such as Norilsk, Jinchuan, Thompson and Voisey’s Bay are located proximal to the margin of cratons

• The Kalgoorlie-Kurnalpi terranes in the eastern Yilgarn (Archean craton) hosts several world-class komatiitic nickel sulphide deposits such as Leinster, Mt Keith and Kambalda, with over 25Mt of Ni discovered since 1965

The ~1,200km long western margin of the Yilgarn craton is almost entirely unexplored for these types of mineral systems

Chalice made the first major ortho-magmatic Ni-Cu-PGE discovery (Julimar) and then staked a >8,000km[2] licence area in the new West Yilgarn Province

This ‘first mover’ advantage places Chalice in the driver’s seat in this exciting new province, which has the potential to deliver several major Ni-Cu-PGE discoveries in the years ahead

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• Hundreds of potential host intrusions already identified within our licence area using limited regional-scale geophysics

• Rapid, low-cost exploration approach being used, similar to that used to discover Gonneville – EM, soil/auger sampling and shallow reconnaissance drilling

• Potential for highly variable mineralisation styles (Ni : Cu : PGE metal ratios) across the province

Source: S&P Global

Drilling at Hartog and the Gonneville updated resource and Scoping Study represent significant upcoming milestones

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		Q2 CY22	Q2 CY22	Q3 CY22	Q4 CY22	Q1 CY23
Julimar Complex exploration
Access approvals Hartog-Dampier targets			All approvals	secured for Hartog - Dampier drilling
Initial diamond drilling at Hartog-Dampier targets
				70+ holes
Initial AC drilling at Jansz-Torres targets		~200+ holes
Access approvals Baudin-Flinders targets
Gonneville exploration & studies
Resource definition / extensional drilling		~110	0 holes
Resource modelling / update			MRE #2
Scoping study
Pre-feasibility study
West Yilgarn exploration
Julimar Regional		MLEM & Soi	ls
Barrabarra		R	C drilling
South West		Diamond drilling
Narryer		Recon & Soil	s

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26
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Timing and activity is indicative and subject to change, dependent on factors such as regulatory approvals, contractor availability and exploration / evaluation results.

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Highlights
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New world class, strategic, ‘green metals’ Resource in Western Australia

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Significant exploration upside at Julimar and in the new West Yilgarn Ni-Cu-PGE Province

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High performance team with an excellent track record

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Julimar NickelCopper-PGE Project Appendix

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Interactive 3D Model & Video: Take a tour of our globally significant Julimar Ni-Cu-PGE Project in Western Australia

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https://inventum3d.com/c/chalicemining

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https://youtu.be/2oq3Y4Dfu4g

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Gonneville maiden Mineral Resource Estimate (JORC Code 2012), 9 Nov 2021

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Domain Cut-off Grade	Category	Mass	Grade	Grade	Contained Metal	Contained Metal
		(Mt)	Pd (g/t) Pt (g/t) Au (g/t) Ni (%) Cu (%) Co (%)	NiEq (%) PdEq (g/t)	Pd (Moz) Pt (Moz) Au (Moz) Ni (kt) Cu (kt) Co (kt)	NiEq (kt) PdEq (Moz)
Oxide 0.9g/t Pd	Indicated
	Inferred	8.8	1.8 0.06	1.9	0.51 0.02	0.52
	Subtotal	8.8	1.8 0.06	1.9	0.51 0.02	0.52
Sulphide (Transitional) 0.4% NiEq	Indicated	7.7	0.68 0.16 0.03 0.18 0.11 0.019	0.60 1.6	0.17 0.04 0.01 14 8.1 1.5	46 0.40
	Inferred	8.0	0.97 0.25 0.03 0.17 0.14 0.029	0.79 2.1	0.25 0.06 0.01 14 11 2.3	63 0.55
	Subtotal	16	0.83 0.20 0.03 0.18 0.12 0.024	0.70 1.9	0.42 0.10 0.02 27 19 3.8	110 0.95
Sulphide (Fresh) 0.4% NiEq	Indicated	150	0.74 0.18 0.03 0.16 0.10 0.016	0.61 1.6	3.5 0.82 0.14 240 150 23	890 7.7
	Inferred	160	0.69 0.16 0.02 0.16 0.10 0.016	0.58 1.6	3.6 0.82 0.12 270 160 26	940 8.2
	Subtotal	310	0.72 0.17 0.03 0.16 0.10 0.016	0.59 1.6	7.1 1.6 0.26 510 310 49	1,800 16
All	Indicated	150	0.74 0.17 0.03 0.17 0.10 0.016	0.61 1.6	3.7 0.86 0.15 250 160 25	930 8.1
	Inferred	180	0.76 0.15 0.03 0.16 0.09 0.016	0.56 1.6	4.4 0.89 0.15 280 170 28	1,000 9.3
	Total	330	0.75 0.16 0.03 0.16 0.10 0.016	0.58 1.6	8.1 1.7 0.30 530 330 53	1,900 17

Note some numerical differences may occur due to rounding to 2 significant figures.

NiEq (%) = Ni (%) + 0.37 x Pd (g/t) + 0.24 x Pt (g/t) + 0.25 x Au (g/t) + 0.65 x Cu (%) + 3.24 x Co (%). PdEq (g/t) = Pd (g/t) + 0.66 x Pt (g/t) + 0.67 x Au (g/t) + 2.71 x Ni (%) + 1.76 x Cu (%) + 8.78 x Co (%). Includes drill holes drilled up to and including 31 July 2021.

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Higher-grade sulphide component of Gonneville Resource, 9 Nov 2021

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Domain Cut-off Grade	Category	Mass	Grade	Grade	Contained Metal	Contained Metal
		(Mt)	Pd (g/t) Pt (g/t) Au (g/t) Ni (%) Cu (%) Co (%)	NiEq (%) PdEq (g/t)	Pd (Moz) Pt (Moz) Au (Moz) Ni (kt) Cu (kt) Co (kt)	NiEq (kt) PdE q (Moz)
High-grade Sulphide (Transitional) 0.60% NiEq	Indicated	1.8	1.2 0.28 0.05 0.27 0.19 0.030	1.0 2.8	0.07 0.02 0 4.9 3.4 0.55	18 0.16
	Inferred	3.8	1.5 0.39 0.05 0.21 0.19 0.044	1.1 3.0	0.18 0.05 0.01 7.9 7.2 1.7	42 0.37
	Subtotal	5.6	1.4 0.35 0.05 0.23 0.19 0.040	1.1 3.0	0.25 0.06 0.01 13 11 2.2	61 0.53
High-grade Sulphide (Fresh) 0.60% NiEq	Indicated	36	1.4 0.35 0.07 0.21 0.21 0.019	1.0 2.8	1.6 0.40 0.08 76 76 6.9	370 3.2
	Inferred	32	1.3 0.30 0.06 0.22 0.21 0.019	1.0 2.7	1.4 0.32 0.06 73 67 6.3	320 2.8
	Subtotal	68	1.4 0.33 0.06 0.22 0.21 0.019	1.0 2.8	3.0 0.72 0.14 150 140 13	700 6.0
All 0.60% NiEq	Indicated	38	1.4 0.35 0.07 0.22 0.21 0.020	1.0 2.8	1.7 0.42 0.08 81 80 7.4	390 3.4
	Inferred	36	1.4 0.31 0.06 0.22 0.21 0.022	1.0 2.8	1.6 0.36 0.06 80 74 8.0	370 3.2
	Total	74	1.4 0.33 0.06 0.22 0.21 0.021	1.0 2.8	3.3 0.78 0.15 160 150 15	760 6.6

Note some numerical differences may occur due to rounding to 2 significant figures. This higher-grade component is contained within the reported global Mineral Resource. NiEq (%) = Ni (%) + 0.37 x Pd (g/t) + 0.24 x Pt (g/t) + 0.25 x Au (g/t) + 0.65 x Cu (%) + 3.24 x Co (%). PdEq (g/t) = Pd (g/t) + 0.66 x Pt (g/t) + 0.67 x Au (g/t) + 2.71 x Ni (%) + 1.76 x Cu (%) + 8.78 x Co (%). Includes drill holes drilled up to and including 31 July 2021.

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Metal Equivalent Assumptions of Gonneville Resource, 9 Nov 2021

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Sulphide domain intercepts and resource figures are quoted using a nickel equivalent (NiEq) and palladium equivalent (PdEq) cut-off grades. No metal equivalent is used for the oxide domain.

Based on limited metallurgical testwork completed to date for the sulphide domain, it is the Company’s opinion that all the quoted elements included in metal equivalent calculations (palladium, platinum, gold, nickel, copper and cobalt) have a reasonable potential of being recovered and sold.

Metal equivalents for the sulphide domains are calculated according to the formula below:

• « NiEq (%) = Ni (%) + 0.37 x Pd (g/t) + 0.24 x Pt (g/t) + 0.25 x Au (g/t) + 0.65 x Cu (%) + 3.24 x Co (%);

• « PdEq (g/t) = Pd (g/t) + 0.66 x Pt (g/t) + 0.67 x Au (g/t) + 2.71 x Ni (%) + 1.76 x Cu (%) + 8.78 x Co (%).

Metal recoveries used in the metal equivalent calculations are at the lower end of the range for all metals in the sulphide domain based on limited metallurgical testwork (refer to ASX Announcement on 28 September 2021). Metal recoveries used in the metal equivalent calculations are listed below:

• « Pd – 75%, Pt – 65%, Au – 50%, Ni – 60%, Cu – 80%, Co – 60%.

Metal prices used are used are consistent with those used in the Whittle pit optimisation (based on long term consensus analyst estimates):

• « US$1,700/oz Pd, US$1,300/oz Pt, US$1,700/oz Au, US$18,500/t Ni, US$9,000/t Cu and US$60,000/t Co.

For additional information on the assumptions used in the calculation of metal equivalents , refer to the ASX announcement titled “Tier-1 Scale Maiden Mineral Resource at Julimar” dated 9 November 2021.

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Flat grade-tonnage curve highlights the significant high-grade component – providing the project with development optionality

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500 2.5
450
450 2.1
410 2.1
2.0
1.9
400 2.0
1.8
1.8
1.7
350 330 1.6
1.6
1.5
1.5
300 1.4 1.5
1.3
1.3
1.2
250
220 1.1
1.0
200 0.9 1.0
0.8
0.7
150
0.6
0.5 0.6
140
98
100 0.5
74
62
53
45
50 39 34 31 28 25 23 20 18 16 15 13 12 11
- 0.0
0.30 0.35 0.40 0.45 0.50 0.55 0.60 0.65 0.70 0.75 0.80 0.85 0.90 0.95 1.00 1.05 1.10 1.15 1.20 1.25 1.30 1.35 1.40
Cut-off Grade (NiEq %)
Mass (Mt)
Grade (NiEq %)
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33
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Tonnes Nieq %

Gonneville Resource classification

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3D view (looking NE) of Gonneville Resource sulphide domains by classification

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Long Term PGE Demand Forecast: Supporting Assumptions & Calculations

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The long term PGE demand impact from the Hydrogen economy have been generated by Company analysis using assumptions and forecasts that have been informed by recent third party research. The assumptions used below relate to the year 2040. Note: There is the potential risk that these projections will not be achieved should the adoption of a hydrogen economy be less than expected or if major technological developments reduce the PGE loadings required for electrolysers and fuel cells.

Key Model Inputs (2040)

Technology	Input Unit Assumption PGE Demand Calculation
PEM electrolyser	Capacity GW 70 70 x 75% x 0.5 / 31.1(1) = ~ 0.8Moz Market share % 75 PGE loading g/kW 0.5
Light Vehicles	Light vehicle market million per annum 100 100 x 12% x 80 x 0.13 / 31.1(1) = ~4.0 Moz Light FCEV market share % 12 Light vehicle rating kW 80 PGE loading g/kW 0.13
Heavy Vehicles	Heavy vehicle market million per annum 7 7 x 40% x 250 x 0.13 / 31.1(1) = ~2.9 Moz Heavy FCEV market share % 40 Heavy vehicle rating kW 250 PGE loading g/kW 0.13

Source: ‘Provision of PGM market intelligence and long-term metal price forecasts’, SFA Oxford, April 2020 & 2021

• ‘Strategy Update’, AngloAmerican Platinum, 22 February 2021

• ‘Australian and Global Hydrogen Demand Growth Scenario Analysis’, Deloitte & COAG Energy Council, November 2019 ‘Fuelling the Future of Mobility’ Deloitte & Ballard, 2020

• ‘Committed to producing green metals’, Green Metals & Hydrogen Conference, Sibanye Stillwater, 26 Nov 2021

• (1) Calculations use a grams to ounce conversion ratio of 31.1.

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The Chalice Story Appendix

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Corporate Snapshot (prior to the raising)

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Top Shareholders [1]
Tim Goyder
Founder in 2006
11%
47%
Retail & HNWI
42%
Institutional
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Board of Directors Management Derek La Ferla ( Chairman ) Richard Hacker ( CFO ) Alex Dorsch ( MD & CEO ) Kevin Frost ( GM Discovery & Growth ) Morgan Ball ( NED ) Bruce Kendall ( GM Exploration ) Garret Dixon ( NED ) Soo Carney ( GM Env and Comm) Stephen McIntosh ( NED ) Michael Elias ( Study Mgr – Julimar ) Linda Kenyon ( NED ) Chris MacKinnon ( BD and Legal Mgr ) Jamie Armes ( Co Sec )

Capital Structure and Financials

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Equity listings
Shares out. 355M Market capitalisation
ASX: CHN
Shares (F/D) 361M ~A$2.4Bn (@ A$6.67 ps) [3]
OTCQB: CGMLF
Debt Cash [2] Cash & Investments [2]
nil ~A$49.0M ~A$54.2M
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	Debt	Cash2	Cash & Investments2
	nil	~A$49.0M	~A$54.2M
	Key Investments		Position
	Caspin Resources (ASX: CPN)		6.9M shares (9.24%)

Research Analyst Coverage

Bell Potter David Coates J.P. Morgan Al Harvey Jefferies Mitch Ryan Macquarie Bank Hayden Bairstow

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37
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3 As at 23 May 2022

2 As of 30 April 2022

1 As of 31 March 2022 (estimate based on top 20 extract of the share register)

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Growing organisational capability
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Board of Directors

Management

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Derek La Ferla, Chairman

• Highly regarded ASX200 chair and company director with 30+ years experience as a corporate lawyer

• Chair of Poseidon Nickel and formerly Chair of Sandfire Resources

Alex Dorsch, Managing Director and Chief Executive Officer

• Diverse experience in consulting, engineering and corporate advisory in the energy and resources sectors

• Previously a Specialist consultant with McKinsey & Company

Morgan Ball, Non-Exec Director

• Chartered Accountant with 25+ years experience in the resources, logistics and finance industries

• Formerly CFO of Northern Star Resources and Saracen Mineral Holdings

Garret Dixon, Non-Exec Director

• 30+ years experience in resources and mining contracting sectors

• Formerly Executive VP Alcoa & President Bauxite

Stephen McIntosh, Non-Exec Director

• Highly regarded mining executive with 30+ years experience in exploration, major project studies and execution

• Formerly Group Executive and Head of Exploration & Development Projects at Rio Tinto

Linda Kenyon, Non-Exec Director

• Corporate lawyer and senior executive with 30+ years experience

• Formerly Company Secretary and member of Executive Leadership Team at Wesfarmers

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Richard Hacker, CFO

• Chartered Accountant with 20+ years experience in junior company financing, corporate and commercial management

• • Company CFO since 2006

Dr Kevin Frost, GM Discovery & Growth

• Co-recipient of AMEC’s Prospector of the Year Award in 2009 for the discovery of the Spotted Quoll nickel sulphide deposit in WA (Western Areas)

Bruce Kendall, GM Exploration

• Co-recipient of AMEC’s Prospector of the Year Award in 2012 for the discovery of the world-class Tropicana gold deposit in WA (AngloGold Ashanti)

Dr Soolim Carney, GM Environment and Community

• Environment, health and safety, indigenous affairs, govt relations and community specialist with 20+ years experience

• Former Regional Environment Manager for Alcoa Australia

Michael Elias, Study Manager – Julimar

• Study Director with 30+ years experience in mining sector

• • Specialist in study management, project development and management consulting

Chris MacKinnon, Business Development and Legal Manager

• 15 years experience as a corporate lawyer and finance advisor in the resources industry

Jamie Armes, Company Secretary

• Chartered Accountant with 20+ years experience within the accounting profession and administration of public listed companies in the mining and exploration industry

Chalice has been one of the standout performers in the sector, with a ~4,000% TSR since the Julimar discovery in March 2020

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Drilling commences
12.00 Inclusion in at Hartog
S&P/ASX200 ~1.9Mt NiEq or
~17Moz PdEq
Maiden Resource
at Julimar
10.00
Large EM-soil
anomalies at Hartog
8.00 Inclusion in
$30M placement at S&P/ASX300
$1.05
$115M placement &
SPP at $3.75
6.00
Major discovery
6.5km Hartog EM
confirmed at Julimar
Anomaly defined within
Julimar State Forest
4.00
25m @ 8.5g/t Pd,
2.0% Ni, 0.9% Cu,
0.11% Co from 46m
2.00 in 1 [st] hole at Julimar
0.00
Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22
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39
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COMPANY HISTORY

Since our 2006 IPO, we have acquired quality assets, advanced projects quickly and generated >A$110M in after-tax proceeds[1] from asset sales

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2012 2020
Zara Gold Project in Major PGE-NI-
Eritrea sold for Cu-Co-Au
2006 ~
US$114M (pre-tax) 2016 discovery at
$7.5M raised in IPO
Cameron Gold Julimar Project
2018
on ASX to progress ~
2009 A$0.10ps / A$25M Project in
Chalice & Staked Julimar
Zara Gold Project in capital return to Ontario sold for
Higginsville Projects Eritrea acquired for shareholders ~A$25M (pre- Nickel-Copper- 2021
PGE Project in Gold spin-out
~A$7M tax)
Western into Falcon
Australia Metals Ltd
(ASX: FAL)
2 0 0 6 2 0 0 8 2 0 1 0 2 0 1 2 2 0 1 4 2 0 1 6 2 0 1 8 2 0 2 0 2 0 2 1
2021
2019
Tier-1
Quebec
2017 maiden
2009-2011
Gold
2007 ~A$43M raised Acquired East Resource
Projects
Chalice & to progress Zara to DFS Cadillac Gold sold to O3 at Julimar
Project in
Higginsville
Mining
Quebec and
Projects sold
for ~A$12M 2013 staked Pyramid
Cameron Gold Hill Gold 2020
(pre-tax)
Project in Ontario Project in 2018 ~$145M raised
acquired for Victoria A$0.04ps / to progress
~A$8M ~ A$10.6M capital Julimar
return to
40
1 As of 15 June 2020 As of 15 June 2020 shareholders
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1 As of 15 June 2020 As of 15 June 2020

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Key risks and international jurisdictions Appendix

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Key risks

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This section identifies the areas that the directors regard as the major risks associated with an investment in the Company. Investors should be aware that an investment in the Company involves many risks, many of which are outside of the control of the Company and its directors. There are numerous widespread risks associated with investing in any form of business, with investing in the exploration, development and mining industry, and with investing in the share market generally. There is also a range of specific risks associated with the Company’s business. The following is a non-exhaustive summary of some of the major risk factors which potential investors need to be aware of.

Access There is a substantial level of regulation and restriction on the ability of exploration and mining companies to have access to land in Australia. Obtaining access to undertake further exploration and, ultimately, development and mining activities is a particular risk to the Company because of the Julimar Project being located on private farmland and/or State Forest. The Company is seeking to mitigate this risk where possible by entering into acquisition or compensation and access agreements with private landholders. The acquisition of private properties which cover 100% of the Gonneville intrusion was a significant milestone for the Company. However, further negotiation and consultation will be required with relevant government authorities, landowners/occupiers and native title holders for other areas of the Julimar Project. Inability or delays in gaining such access may significantly and adversely impact the Company’s ability to undertake its proposed activities on its key projects.

In December 2021, the Company received approval to undertake non-ground disturbing exploration activities on existing access tracks (used for fire access and by the general public) from the WA Department of Mines, Industry Regulation and Safety. The Company subsequently received Ministerial approval in May 2022 to conduct low-impact exploration drilling in the State Forest which is a significant step in gaining access to the Hartog-Dampier targets. Future stages maybe subject to additional access conditions and approvals which are currently unknown. There is also no legislative timeframe for such government approvals and consents and as such, there is a risk of delay in exploration activities or that such approvals or consents for exploration, development and mining may not be obtained.

Additional requirements The future capital requirements of the Company will depend on many factors including the results of future exploration and development activities for capital and landowner negotiations. The Company believes its available cash and resources following the Offer should be adequate to fund its obligations in respect of its exploration and development activities and other objectives for the next approximately 18 months. Additional funding will likely be required to complete further feasibility studies and other development costs for the Julimar Project or for other projects.

Additional funding may be raised by the Company via the issue of equity or debt or a combination of debt and equity or asset sales. Any additional equity financing will dilute shareholders, 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 programs or enter joint venture arrangements to reduce expenditure, and this could have a material adverse effect on the Company’s activities. Unfavourable market conditions may adversely affect the Company’s ability to raise additional funding regardless of the Company’s performance.

Budget risk The exploration costs of the Company are based on certain assumptions with respect to the mining and timing of exploration. By their nature, these estimates and assumptions are subject to uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions.

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Key risks (cont’d)

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Exploration risk	Mineral exploration by its nature is a high-risk activity and there can be no guarantee of exploration success on the Company’s projects. There can be no assurance that exploration of the tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. Further, exploration involves certain operating hazards, such as failure and or breakdown of equipment, adverse geological, seismic, and geotechnical conditions, access to water, industrial accidents, labour disputes, adverse weather conditions, pollution and other environmental hazards and risks. The Company’s activities may also be delayed by shortages in the availability of personnel (see personnel and operating costs risks below) and equipment shortages such as drilling rigs.
Resources risk	The Company has declared its maiden Mineral Resource estimate for the Gonneville PGE-Ni-Cu-Co-Au discovery at the Julimar Project. No assurance can be given that the Mineral Resource estimate will result in an Ore Reserve and be commercially viable and economically exploited. The Company’s near-term strategy includes the completion of infill drilling with a view to reporting an updated Mineral Resource estimate with the increased level of certainty moving a portion of the existing Inferred resource into the Indicated category. Mineral Resource estimates are prepared in accordance with the JORC Code (2012 Edition) and are expressions of judgement based on knowledge, experience and industry practice. Estimates that are valid when made may change significantly when new information becomes available, which could in turn affect the Company’s mining plans and ultimately its financial performance and value. In addition, commodity price fluctuations, as well as increased production costs or reduced throughput and/or recovery rates, may render Ore Reserves and Mineral Resources uneconomic and so may materially affect any such estimates.
Pandemic risk	Supply chain disruptions resulting from pandemics such as COVID-19 and measures implemented by governments around the world to limit the transmission of such viruses may adversely affect the Company’s operations, financial position, prospects, and ability to raise capital. Travel bans may also lead to shortages of skilled personnel. Further outbreaks of COVID-19 or other pandemics and the implementation of travel restrictions may also have the potential to restrict access to site.
Personnel and operating costs	The Western Australian resource economy is currently very active with strong commodities prices. The skilled labour pool (management, technical and blue collar) is relatively inelastic especially with COVID-19 influenced interstate travel restrictions or reluctance to travel. There is a high demand in WA for skilled workers from competing operators. Tightening of the labour market due to a shortage of skilled labour, combined with a high industry turnover rate and growing number of competing employers for skilled labour, may inhibit the Company’s ability to identify, retain and employ the skilled workers required for its operations. The Company may be exposed to increased labour costs in markets where the demand for labour is strong. A shortage of skilled labour may delay, or halt planned development, limit the Company’s ability to grow its operations or lead to a decline in productivity.

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Key risks (cont’d)

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Development and mining Ultimate and continuous success of the Company’s activities is dependent on numerous factors including: risk

• determination of Mineral Resources (with the maiden Mineral Resource for the Gonneville PGE-Ni-Cu-Co-Au discovery at the Julimar Project having been declared) and Ore Reserves;

• metallurgical recoveries, mineral processing outcomes and metal concentrate payabilities;

• the development of economically recoverable Ore Reserves;

• access to adequate capital to fund and develop its projects;

• construction of efficient development and production infrastructure within capital expenditure budgets;

• securing and maintaining title to interests;

• obtaining regulatory consents and approvals necessary for the conduct of mineral exploration, development and production; and

• retention of appropriately skilled and experienced employees, contractors, and consultants.

• The Company’s operations may be delayed or prevented because of factors beyond the Company’s control including adverse weather conditions, environmental hazards, industrial accidents and disputes, technical failures, fires and other accidents, unusual or unexpected geological conditions, mechanical difficulties or a shortage of technical expertise or equipment.

There may be difficulties with obtaining government and/or third-party approvals, operational difficulties encountered with construction, extraction and production activities, unexpected shortages or increases in the price of consumables, plant and equipment, cost overruns or lack of access to required levels of funding.

The occurrence of any of these circumstances could result in the Company not realising its operational or development plans or such plans costing more than expected or taking longer to realise than planned. Any of these outcomes could have an adverse effect on the Company’s financial and operational performance.

Access to infrastructure risk

Mining, processing, development, and exploration activities depend, to a significant degree, on adequate infrastructure. In the course of developing future mines, the Company may need to construct and/or update existing infrastructure, which includes permanent water supplies, dewatering, tailings storage facilities, power, maintenance facilities and logistics services and access roads. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could materially adversely affect the Company’s operations, financial condition, and results of operations. Any such issues arising in respect of the supporting infrastructure or on the Company's sites could materially adversely affect the Company's results of operations or financial condition. Furthermore, any failure or unavailability of the Company's operational infrastructure (for example, through equipment failure or disruption to its transportation arrangements) could materially adverse its exploration activities or development of a mine or project.

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Key risks (cont’d)

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Tenure risk	Interests in tenements in Australia are governed by state legislation and are evidenced by the granting of licenses or leases. Each license or lease is for a specific term and has annual expenditure and reporting commitments, together with other conditions requiring compliance. The Company could lose its title to or its interest in one or more of the tenements in which it has an interest if license conditions are not met or if insufficient funds are available to meet the minimum expenditure commitments. The Company's tenements, and other tenements in which the Company may acquire an interest, will be subject to renewal, which is usually at the discretion of the relevant authority. If a tenement is not renewed the Company may lose the opportunity to discover mineralisation and develop that tenement. The Company cannot guarantee that any of its tenement applications will be granted, or that tenements in which it presently has an interest will be renewed beyond their current expiry date.
Approval risk	The Company will be reliant on heritage, environmental and other approvals in Western Australia to enable it to proceed with the exploration and development of any of its tenements or the granting of its tenement applications. There is no guarantee that the required approvals will be granted, and failure by the Company to obtain the relevant approvals, or any delay in the award or transfer of the approvals, may materially and adversely affect the Company's ability to proceed with its proposed exploration and development programs.
Native title	Many of the areas the subject of the Company's tenements or tenement applications, are subject in whole or part to native title determinations, or claims made by native title parties, and may contain aboriginal heritage sites. The ability of the Company to undertake exploration or development operations on such tenements may be delayed or prohibited in the event that applicable consents cannot be obtained from the relevant native title parties.
Payment obligations	Pursuant to the licences comprising the Company's projects, the Company will become subject to payment and other obligations. In particular, licence holders are required to expend the funds necessary to meet the minimum work commitments attaching to the tenements. Failure to meet these work commitments may render the licence liable to be cancelled or its size reduced. Further, if any contractual obligations are not complied with when due, in addition to any other remedies that may be available to other parties, this could result in dilution or forfeiture of the Company's interest in its projects.
Commodity price volatility	If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities expose s the potential income of the Company to price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company including the international supply and demand for commodities, the quality of the minerals produced, actions taken by governments, forward selling activities and other macroeconomic factors.
Environmental risks	Mineral extraction and processing is an industry that has become subject to increasing environmental responsibility and liability. Future legislation and regulations or environmental regulations applying to mining operations may impose significant environmental obligations on the Company. The Company intends to conduct its activities in a responsible manner which minimises its impact on the environment, and in accordance with applicable laws. The Company is focused on expanding its sustainability practices (environmental, as well as social and governance) to uphold its social licence to operate. The Company is currently undertaking baseline environmental studies at the Julimar Project which will inform future environmental impact assessment and regulatory approval processes.

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Key risks (cont’d)

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Climate change risk	Climate change is a risk the Company has considered, particularly related to its operations in the mining industry. The climate change risks particularly attributable to the Company include: • the emergence of new or expanded regulations associated with the transitioning to a lower-carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences; and • climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates.
Key personnel risk	The responsibility of overseeing the day-to-day operations and the Company’s strategic management depends substantially on its senior management and 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. One of the Company’s key objectives is to continue to build its team with a focus on internal resourcing and nurturing its culture of ownership, sustainable success and ideation.
Insurance risk	The Company insures its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be available or 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. In addition, there is a risk that an insurer defaults in the payment of a legitimate claim by the Company.
Occupational health and safety risk	Mining and exploration activities have inherent risks and hazards. The Company is committed to providing a safe and healthy workplace and environment for its personnel, contractors, and visitors. The Company provides appropriate instructions, equipment, preventative measures, first aid information, medical facilities and training to all stakeholders through its occupational health and safety management systems. A serious site safety incident may expose the Company to significant penalties and the Company may be liable for compensation to the injured personnel. These liabilities may not be covered through the Company’s insurance policies or, if they are covered, may exceed the Company’s policy limits or be subject to significant deductibles. Also, any claim under the Company’s insurance policies could increase the Company’s future costs of insurance. Accordingly, any liabilities for workplace accidents could have a material adverse impact on the Company’s liquidity and financial results. It is not possible to anticipate the effect on the Company’s business from any changes to workplace occupational heath and safety legislation or directions or necessitated by a concern for the health of the workforce. Such changes may have an adverse impact on the financial performance and/or financial position of the Company.

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Key risks (cont’d)

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New projects and The Company may make acquisitions of new resource projects in the future. The maintenance of a pipeline of discovery opportunities to complement acquisitions the Company’s existing portfolio remains a key aspect of the Company’s business. There can be no guarantee that any new project acquisition will eventuate from these pursuits, or that any acquisitions will result in a return for shareholders. Such acquisitions may result in use of the Company's cash resources and issuances of equity securities that might involve a dilution to shareholders. The Directors will use their expertise and experience in the sector to assess the value of potential projects that have characteristics that are likely to provide returns for shareholders. Third party risk The Company will rely significantly on strategic relationships with other entities and also on a good relationship with regulatory and government departments and other interest holders. The Company will also rely on third parties to provide essential contracting services. The Company is focused on continuing to build trust with the key stakeholders at the Julimar Project, which includes landowners, indigenous peoples, local communities and governing organisations. There can however be no assurance that its existing relationships will continue to be maintained or that new ones will be successfully formed. The Company could be adversely affected by changes to such relationships or difficulties in forming new ones. Competition The Company will compete with other companies, including major mining companies in Australia and internationally. Some of these companies will have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. There can be no assurance that the Company can compete effectively with these companies. 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 point of view and generally. To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability and responsibility with respect to the taxation consequences of applying for shares under the Offer. Securities investments There are risks associated with any securities investment. The prices at which the securities trade may fluctuate in response to numerous factors. and share market Furthermore, the stock market, and in particular the market for exploration and mining companies may experience extreme price and volume conditions fluctuations that may be unrelated or disproportionate to the operating performance of such companies. These factors may materially adversely affect the market price of the securities of the Company regardless of the Company’s operational performance. The Company notes the recent significant market turbulence associated with the COVID-19 pandemic and the Russian invasion of Ukraine. Neither the Company nor the Directors warrant the future performance of the Company, or any return of an investment in the Company. Force majeure The Company's projects now or in the future may be adversely affected by risks outside the control of the Company, including fires, labour rest, civil disorder, war, subversive activities or sabotage, floods, pandemics, explosions or other catastrophes, epidemics, or quarantine restrictions. See above for discussion on the impact of COVID-19 on the Company.

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Key risks (cont’d)

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Economic risk Changes in both Australian and world economic conditions may adversely affect the financial performance of the Company. Factors such as inflation, currency fluctuations, interest rates, industrial disruption and economic growth may impact on future operations and earnings. Government and legal Changes in government, monetary policies, taxation and other laws can have a significant impact on the Company's assets, operations and ultimately risk the financial performance of the Company and its shares. Such changes are likely to be beyond the control of the Company and may affect industry profitability as well as the Company's capacity to explore and mine. The Company is not aware of any reviews or changes that would affect its current or proposed interests in tenements. However, changes in political and community attitudes on matters such as taxation, competition policy and environmental issues may bring about reviews and possibly changes in government policies. There is a risk that such changes may affect the Company's exploration and/or development plans or its rights and obligations in respect of the tenements in which it holds interests. Any such government action may also require increased capital or operating expenditures and could prevent or delay certain operations by the Company. Litigation risk The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, royalty disputes, other contractual disputes, 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 material litigation. Speculative investment 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 its Shares. The Shares to be issued pursuant to the Offer 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 the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for shares pursuant to the Offer.

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International Offer restrictions

This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

Canada (British Columbia, Ontario and Quebec provinces)

This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces"), only to persons to whom New Shares may be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This document is not a prospectus, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons who are "accredited investors" within the meaning of National Instrument 45-106 – Prospectus Exemptions, of the Canadian Securities Administrators.

No securities commission or authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of the New Shares and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws. In particular, the Company is a reporting issuer in Canada and, as a result, persons in Canada who acquire the New Shares may not trade them before the date that is four months and one day after the settlement date for the New Shares. The Company as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside Canada.

Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars. Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for particulars of these rights or consult with a legal adviser.

Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Shares as there are Canadian tax implications for investors in the Provinces.

Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

European Union

This document has not been, and will not be, registered with or approved by any securities regulator in the European Union. Accordingly, this document may not be made available, nor may the New Shares be offered for sale, in the European Union except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation").

In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in the European Union is limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).

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Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). Accordingly, this document may not be distributed, and the New Shares may not be offered or sold, in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act").

The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

• is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Norway

This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007 no. 75. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act. The New Shares may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in the Norwegian Securities Trading Act).

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the "SFA") or another exemption under the SFA.

This document has been given to you on the basis that you are an "institutional investor" or an "accredited investor" (as such terms are defined in the SFA). If you are not such an investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are onsale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

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International Offer restrictions (cont’d)

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Switzerland

The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares constitutes a prospectus or a similar notice, as such terms are understood under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading facility in Switzerland.

No offering or marketing material relating to the New Shares has been, nor will be, filed with or approved by any Swiss regulatory authority or authorised review body. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will only be offered to investors who qualify as "professional clients" (as defined in the Swiss Financial Services Act). This document is personal to the recipient and not for general circulation in Switzerland.

United States

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

The New Shares will only be offered and sold in the United States to:

• “qualified institutional buyers” (as defined in Rule 144A under the US Securities Act); and

dealers or other professional fiduciaries organized or incorporated in the United States that are acting for a discretionary or similar account (other than an estate or trust) held for the benefit or account of persons that are not US persons and for which they exercise investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under the US Securities Act.

United Arab Emirates

This document does not constitute a public offer of securities in the United Arab Emirates and the New Shares may not be offered or sold, directly or indirectly, to the public in the UAE. Neither this document nor the New Shares have been approved by the Securities and Commodities Authority (“SCA”) or any other authority in the UAE.

No marketing of the New Shares has been, or will be, made from within the UAE other than in compliance with the laws of the UAE and no subscription for any securities may be consummated within the UAE. This document may be distributed in the UAE only to “professional investors” (as defined in the SCA Board of Directors’ Decision No.13/RM of 2021, as amended). No offer or invitation to subscribe for New Shares is valid, or permitted from any person, in the Abu Dhabi Global Market or the Dubai International Financial Centre.

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.

The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document.

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ABN 47 1 16 648 956

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www.chalicemining.com chalice-mining @ChaliceMining
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