COBRE LIMITED

==> picture [151 x 27] intentionally omitted <==

ACN 626 241 067

-----------------------------------------------------------------------------------------------------------

NOTICE OF EXTRAORDINARY GENERAL MEETING EXPLANATORY MEMORANDUM

PROXY FORM

-----------------------------------------------------------------------------------------------------------

Date of Meeting

Tuesday 6 April 2021

Time of Meeting

11.30 a.m. (AEST)

Place of Meeting

The Meeting will be conducted as a virtual meeting, accessible online

Independent Expert Report: Shareholders should carefully consider the Independent Expert Report prepared by BDO Corporate Finance Ltd (ABN 54 010 185 725) (BDO) which accompanies this Notice. The Independent Expert Report comments on the fairness and reasonableness of the Proposed Transaction (as defined in this Notice) to the Non-Associated Shareholders and contains an assessment of the potential advantages and disadvantages of the Proposed Transaction. The Independent Expert has determined that in the absence of any other information or a superior proposal, the Proposed Transaction is not fair but reasonable to the Non-Associated Shareholders.

This Notice and the accompanying Explanatory Memorandum are important and should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stockbroker, investment advisor, accountant, solicitor, or other professional adviser prior to voting.

p161528_085.docx

IMPORTANT INFORMATION REGARDING COVID-19: Due to the COVID-19 pandemic, the Meeting will be held as a virtual meeting. If you are a Shareholder and you wish to attend the Meeting virtually, you will need to pre-register in advance. Details on how to pre-register are contained within this Notice of Meeting.

Shareholders are strongly encouraged to lodge their proxy form in accordance with the instructions within this Notice of Meeting even if they intend to participate in the Meeting online.

Should you wish to discuss any matter relating to this Notice of Meeting please contact the Company Secretary, Justin Clyne on + 61 2 9048 8856 or via email to [email protected]

p161528_085.docx

NOTICE OF EXTRAORDINARY GENERAL MEETING

Cobre Limited ( Company ) hereby gives notice of an Extraordinary General Meeting of Shareholders ( Meeting ) to be held by virtual technology on Tuesday, 6 April 2021 commencing at 11.30 a.m. (AEST).

Due to the COVID-19 restrictions on public gatherings and the temporary modifications to the Corporations Act under the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 (Cth), the Meeting will be held virtually and there will not be a physical meeting where shareholders can attend.

Shareholders can listen and participate in the Meeting via the online platform by using a:

 Computer, by entering the following URL in your browser: https://web.lumiagm.com
 Mobile device, by entering the following URL in your browser: https://web.lumiagm.com or by using the Lumi EGM app.

The meeting ID for the Meeting is: 310-952-203

The username is your Voter Access Code (which can be located on the front of your Voting Form on your Notice of Meeting email).

Your password is your postcode registered on your holding if you are an Australian shareholder. Overseas shareholders should refer to the Online Voting User Guide attached to this Notice of Meeting.

The online platform will provide a reasonable opportunity for shareholders to participate, and the Meeting will operate on the basis that such participation will constitute shareholders being present at the Meeting for all purposes. Voting on all resolutions will occur by way of a poll, and the online platform will enable shareholders to lodge a vote in real time.

If you have been nominated as a third party proxy, or for any enquires relating to virtual participation, please contact the Company’s share registry on 1300 737 760 (within Australia) or + 61 2 9290 9600 (outside Australia).

Shareholders will be able to log in to the online platform from 10.30 a.m. (AEST) on the date of the Meeting.

Further information on how to participate virtually is set out in the Notice of Meeting and in the Online Voter User Guide attached, which is available on the Company's website and has been lodged with ASX.

If it becomes necessary to make further alternative arrangements for holding the Meeting, the Company will ensure that Shareholders are given as much notice as possible. Further information will be made available on the Company’s website at www.cobre.com.au by clicking on the ‘Investors’ then ‘Company Announcements’ tabs or the ASX.

An Explanatory Memorandum accompanies this Notice and provides additional information on the Resolutions to be considered at the Meeting. The Explanatory Memorandum forms part of this Notice and should be read in conjunction with it. We refer Shareholders to the Glossary in the Explanatory Memorandum which contains definitions of certain capitalised terms used in this Notice and the Explanatory Memorandum.

p161528_085.docx

AGENDA

ITEMS OF BUSINESS

Resolution 1:

Approval of issue of Consideration Shares to the KML Vendors (other than MTR)

To consider and, if thought fit, pass the following Resolution as an ordinary resolution of the Company:

"That, subject to Resolutions 2 and 3 being passed, the issue of 15,892,251 Consideration Shares to the KML Vendors (other than Metal Tiger plc) on the terms and conditions set out in the Explanatory Memorandum is approved under and for the purposes of ASX Listing Rule 7.1 and for all other purposes."

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(a) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(b) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 2:

Approval to purchase Sale Shares in KML from MTR

To consider and, if thought fit, pass the following Resolution as an ordinary resolution of the Company:

“That, subject to Resolutions 1 and 3 being passed, the acquisition by the Company (or its wholly owned subsidiary) of the Sale Shares in KML held by Metal Tiger plc in consideration for the issue of the 5,106,963 Consideration Shares and 445,368 Additional Consideration Shares (if applicable) to MTR on the terms and conditions set out in the Explanatory Memorandum is approved under and for the purposes of ASX Listing Rule 10.1 and for all other purposes."

Independent Expert's Report

Shareholders should carefully consider the Independent Expert's Report contained in Schedule 1 of the Explanatory Memorandum. The Independent Expert has concluded that in the absence of any other information or a superior proposal, the Proposed Transaction is not fair but reasonable to the NonAssociated Shareholders.

p161528_085.docx

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of:

the person disposing of the substantial asset to, or acquiring substantial asset from, the entity and any other person who will obtain a material benefit as a result of the transaction (except a benefit solely by reason of being a holder of ordinary securities in the Company);
any associate of that person.

However, this does not apply to a vote cast in favour of the Resolution by:

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(a) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(b) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 3:

Approval for MTR to acquire a Relevant Interest in the Company

To consider and, if thought fit, pass the following Resolution as an ordinary resolution of the Company:

“That, subject to Resolutions 1 and 2 being passed, for the purposes of item 7 of section 611 of the Corporations Act and for all other purposes, approval is given for Metal Tiger plc to acquire a relevant interest in 5,106,963 Consideration Shares and 445,368 Additional Consideration Shares on the terms and conditions set out in the Explanatory Memorandum."

Independent Expert's Report

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

MTR and its associates; and
the person from whom the acquisition is proposed to be made and their associates.

However, this does not apply to a vote cast in favour of the Resolution by:

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

p161528_085.docx

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(a) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(b) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 4:

Approval of issue of Options to Martin Holland

To consider and, if thought fit, pass the following Resolution as an ordinary resolution of the Company:

“That the grant of 6,650,000 Options to Martin Holland, or his nominee, on the terms described in the Explanatory Memorandum, is approved for the purposes of Listing Rule 10.11 and for all other purposes.”

Voting Exclusion Statement:

A Voting Exclusion Statement applies to this Resolution and is set out at the end of this Notice.

Resolution 5:

Approval of issue of Options to Andrew Sissian

To consider and, if thought fit, pass the following Resolution as an ordinary resolution of the Company:

“That the grant of 3,100,000 Options to Andrew Sissian, or his nominee, on the terms described in the Explanatory Memorandum, is approved for the purposes of Listing Rule 10.11 and for all other purposes.”

Voting Exclusion Statement:

A Voting Exclusion Statement applies to this Resolution and is set out at the end of this Notice.

Resolution 6

Approval of issue of Options to Michael Addison

To consider and, if thought fit, pass the following Resolution as an ordinary resolution of the Company:

“That the grant of 500,000 Options to Michael Addison, or his nominee, on the terms described in the Explanatory Memorandum, is approved for the purposes of Listing Rule 10.11 and for all other purposes.”

Voting Exclusion Statement:

A Voting Exclusion Statement applies to this Resolution and is set out at the end of this Notice.

Resolution 7

Approval of issue of Options to Michael McNeilly

To consider and, if thought fit, pass the following Resolution as an ordinary resolution of the Company:

“That the grant of 1,000,000 Options to Michael McNeilly, or his nominee, on the terms described in the Explanatory Memorandum, is approved for the purposes of Listing Rule 10.11 and for all other purposes.”

p161528_085.docx

Voting exclusion statement for Resolutions 4 to 7:

The Company will disregard any votes on Resolution 4, Resolution 5, Resolution 6 and Resolution 7:

cast in favour by or on behalf of the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or their associates; or
cast by members of the KMP at the date of the meeting and their Closely Related Parties (regardless of the capacity in which the vote is cast).

However, the Company will not disregard a vote if it is cast in favour of the Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the Resolution in accordance with a direction on the proxy form or attorney to vote on the Resolution in that way;
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that:
(a) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(b) the holder votes on the Resolution in accordance with a directions given by the beneficiary to the holder to vote in that way.

Important Note:

Resolutions 1 - 3 in this Notice are subject to and conditional on each other Resolution being passed. If each of Resolutions 1 - 3 are not passed, then the Proposed Transaction will not proceed.

Independent Expert Report: Shareholders should carefully consider the Independent Expert Report prepared by BDO which accompanies this Notice. The Independent Expert Report comments on the fairness and reasonableness of the Proposed Transaction to the NonAssociated Shareholders and contains an assessment of the potential advantages and disadvantages of the Proposed Transaction. The Independent Expert has determined that in the absence of any other information or a superior proposal, the Proposed Transaction is not fair but reasonable to the Non-Associated Shareholders.

Further information in relation to these Resolutions is set out in the Explanatory Memorandum below.

Dated at Sydney, 1[st] March 2021

BY ORDER OF THE BOARD

Justin Clyne Company Secretary Cobre Limited

p161528_085.docx

NOTES

1. Explanatory Memorandum

An Explanatory Memorandum accompanies this Notice and provides additional information on the Resolutions to be considered at the Meeting. The Explanatory Memorandum forms part of this Notice and should be read in conjunction with it and in its entirety. We refer Shareholders to the Glossary in the Explanatory Memorandum which contains definitions of certain capitalised terms used in this Notice and the Explanatory Memorandum.

2. Record Date for eligibility to vote

For the purposes of regulation 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) , the Board has determined that Shareholders recorded on the Company’s register at 7.00 p.m. (AEST) on Sunday 4 April 2021 ( Record Date ) will be entitled to attend and vote at the Meeting. If you are not the registered Shareholder in respect of a particular Share on the Record Date, you will not be entitled to vote in respect of that Share.

Given this is a virtual meeting only, you are encouraged to return the proxy form attached to this Notice in accordance with the instructions set out below.

3. Appointment of Proxies

A Shareholder entitled to attend and vote at the Meeting may appoint an individual or a body corporate as a proxy to attend the meeting and, on a poll, vote on the Shareholder’s behalf. A proxy need not be a Shareholder.

A Shareholder entitled to cast two or more votes may appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

Unless under Power of Attorney (of which the Company should have previously been notified), a proxy form completed by a body corporate should be executed under its common seal or in accordance with the Corporations Act. The enclosed proxy form provides further details on proxies and lodging proxy forms.

If a Shareholder appoints the Chairman of the Meeting as the Shareholder's proxy and does not specify how the Chairman is to vote on an item of business, the Chairman will vote, as proxy for that Shareholder, in favour of that item on a poll.

For Shareholders registered on the Australian register, section 250B of the Corporations Act stipulates that proxies must be delivered at least 48 hours prior to the Meeting. For the purposes of section 250B, the Board has determined that all proxies must be received by no later than 11:30 am (AEST) on Sunday 4 April 2021 or in the event of the meeting being adjourned at least 48 hours prior to the adjourned meeting, to the Company’s Share Registry Service Provider, Boardroom Pty Limited as follows:

By mail: Share Registry – Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 By fax: +61 2 9290 9655 In person: Share Registry – Boardroom Pty Limited, Level 12 225 George Street Sydney NSW 2000

Lodge electronically: in accordance with the instructions on the proxy form.

p161528_085.docx

4. Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as the Company’s representative. The authority must be received by the Company at least 48 hours in advance of the Meeting.

5. How can I attend the meeting?

This meeting is being held by virtual technology only and there will be no physical meeting.

All of the Company’s Shareholders are invited to attend the meeting.

Due to the COVID-19 restrictions on public gatherings and the temporary modifications to the Act under the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 (Cth), the Meeting will be held virtually and there will not be a physical meeting where Shareholders can attend.

Shareholders can listen and participate in the Meeting via the online platform by using:

 Computer, by entering the following URL in your browser: https://web.lumiagm.com
 Mobile device, by entering the following URL in your browser: https://web.lumiagm.com or by using the Lumi EGM app.

The meeting ID for the Meeting is: 310-952-203

The username is your Voter Access Code (which can be located on the front of your Voting Form on your Notice of Meeting email).

Your password is your postcode registered on your holding if you are an Australian Shareholder. Overseas Shareholders should refer to the Online Voting User Guide.

Shareholders will be able to log in to the online platform from 10.30 a.m .(AEST) on the date of the Meeting.

Valid proxies must be received by the Share Registry no later than 11.30 a.m. on Sunday 4 April 2021.

p161528_085.docx

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of the Notice convening the Extraordinary General Meeting of Shareholders to be held by virtual technology on Tuesday, 6 April 2021 commencing at 11.30 a.m. (AEST).

The purpose of this Explanatory Memorandum is to assist Shareholders in determining how they wish to vote on the Resolutions. Specifically, the Explanatory Memorandum contains information to help Shareholders understand the background to, and the legal and other implications of, the Notice and the reasons for the Resolutions. The Notice and Explanatory Memorandum should be read in their entirety and in conjunction with each other.

BACKGROUND TO THE PROPOSED TRANSACTION

As announced on 16 December 2020, the Company has entered into a share purchase agreement with each of the KML Vendors for the acquisition of up to 51% of the issued shares in Kalahari Metals Limited ( KML ) ( SPA ) ( Proposed Transaction ).

KML is a copper exploration JV company in the highly prospective Kalahari Copper Belt ( KCB ) in Botswana. KML owns the second largest tenure holding in the Botswana portion of the KCB after ASX listed company, Sandfire Resources Limited (ASX: SFR). The Proposed Transaction not only gives Cobre exposure to the second largest package of KCB tenements in Botswana, but also expands and diversifies its copper exploration activities beyond Western Australia.

The KCB is regarded as one of the world's most prospective areas for yet-to-be discovered sedimenthosted copper deposits by the US Geological Survey. Exploration drilling of KML's tenements is currently underway by the existing owners, with future exploration activities to be jointly funded under a new shareholders deed (effective on completion of the Proposed Transaction ( Completion )) entered into by MTR, the Company, Cobre Kalahari Pty Ltd ( Cobre Kalahari ) (being a new wholly owned subsidiary of the Company nominated by the Company under the SPA to acquire the shares in KML) and KML.

KML is currently owned by the KML Vendors. The KML Vendors and the Company are parties to the SPA. Upon Completion, MTR will hold approximately 21% of the issued shares of the Company.

Consideration

Under the SPA, it is proposed that the Company issue:

20,999,214 Shares in aggregate to each of the KML Vendors ( Consideration Shares ) in consideration for the Company obtaining 49.99% of the issued shares in KML; and
subject to the Change of Control Condition (summarised below) being satisfied or waived, an additional 445,368 Shares ( Additional Consideration Shares ) to MTR in exchange for the Company increasing its shareholding in KML from 49.99% to 51%.

The Consideration Shares and Additional Consideration Shares have a deemed issue price of A$0.20 per Share.

The Consideration Shares and Additional Consideration Shares (if any) to be issued to the KML Vendors are proposed to be escrowed ( Escrowed Shares ) for a specified period ( Escrowed Period In the case of MTR's Escrowed Shares, the Escrowed Period will be 12 months from the date of Completion (or if the Escrowed Shares are issued later, their date of issue). In the case of the Escrowed Shares issued to each KML Vendor other than MTR, the Escrowed Period will commence on Completion and continue until 31 January 2022.

The reason for the different Escrowed Periods as between MTR and the other KML Vendors is because MTR's Escrowed Shares may be considered 'restricted securities' in accordance with Listing Rule 10.7. This is further explained in the context of Resolution 2.

Conditions

p161528_085.docx

The Conditions to the Proposed Transaction are:

the Company passing at the Meeting resolutions to authorise the Company to complete the Proposed Transaction in compliance with the Corporations Act and the Listing Rules;
MTR obtaining a no objection notification from the Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cth) ( FATA ) in respect of an increased interest in the Company as a result of the Consideration Shares;[1] and
consent and approval from the Minister of Mineral Energy and Water Resources of the Republic of Botswana to the change in control in respect of KML and its subsidiaries as a result of the Proposed Transaction ( Change of Control Condition ).

The parties have agreed that if all of the above conditions (other than the Change of Control Condition) are satisfied (or waived), the parties may proceed to Completion in respect of the Company obtaining a 49.99% interest in KML.

Shareholders Deed

In addition to the SPA, the Company, MTR, Cobre Kalahari and KML have entered into a new shareholders deed (effective on Completion of the Proposed Transaction) in respect of KML ( Shareholders Deed ). The Shareholders Deed provides for, amongst other things, the governance and continued funding of exploration activities in the KCB.

Under the Shareholders Deed, once the existing cash balances of KML are exhausted, Cobre Kalahari and MTR agree to commit their 'Relevant Proportion' of A$3.5 million to fund further exploration activities in the KCB over the 2 years following Completion. The 'Relevant Proportion' is calculated by reference to the shareholder's proportionate holding of the total shares in KML at the relevant time. Assuming the Change of Control Condition is satisfied and Cobre holds 51% of the shares in KML, it will therefore be committed to provide A$1,785,000 over the 2 year period following Completion to fund exploration activities in the KCB.

Financial impact of the Proposed Transaction

If the Proposed Transaction goes ahead, Cobre Kalahari will be committed to provide its Relevant Proportion of A$3.5 million (i.e. up to A$1,785,000) to fund exploration activities in KCB for two years following Completion. Given the nature of the KCB, the other financial impacts on the Company are uncertain.

Advantages and disadvantages of the Proposed Transaction

The anticipated benefits to the Company of the Proposed Transaction include:

(a) exposure to the second largest package of KCB tenements in Botswana; and
(b) geographic expansion and diversification of the Company's copper exploration activities beyond Western Australia.

The potential disadvantages to the Company of the Proposed Transaction include:

(a) existing Shareholders will have their holdings diluted following the issue of the Consideration Shares and Additional Consideration Shares; and
(b) transaction costs of approximately A$600,000 predominantly comprising advisory fees, are expected to be incurred in relation to the Proposed Transaction.

1 This condition was satisfied around the time the SPA was entered into by the Company and the KML Vendors

p161528_085.docx

There are several risks associated with the Proposed Transaction which, if they were to occur, may have an adverse effect on shareholder returns. While not an exhaustive list, the following are some of the key risks:

(a) Completion is subject to the conditions summarised above. If Shareholders do not approve Resolutions 1 to 3, the Proposed Transaction will not proceed. If the Proposed Transaction does not proceed, the Company will not have the benefit of geographically diversified exploration and tenement holdings across two jurisdictions; and
(b) the Company will have spent significant time, effort and funds in pursuing the Proposed Transaction without any benefit.

Indicative timetable

Assuming Resolutions 1 to 3 are passed at the Meeting, the Company anticipates Completion of the Proposed Transaction and issue of the Consideration Shares will occur in April 2021.

The Additional Consideration Shares, if any, are expected to be issued in the second quarter of 2021 following satisfaction of the Change of Control Condition.

Requirements for Shareholder approval

The Listing Rules and the Corporations Act require that Shareholders approve the Proposed Transaction, including the issue of the Consideration Shares and Additional Consideration Shares before they can be made.

Shareholder approval is required for the acquisition of the Sale Shares from MTR because:

(a) it is a transaction between the Company (or a wholly owned subsidiary) and a shareholder holding more than 10% of its Shares;
(b) the aggregate value of the Sale Shares relates to a "substantial asset" of the Company, being a value of more than five per cent of Shareholders' equity in the Company as at 30 June 2020; and
(c) Listing Rule 10.1 requires shareholder approval be obtained before a listed entity acquires, or disposes of, a substantial asset from or to a related party or a substantial (10%+) shareholder.

Shareholder approval is required for the issue of the Consideration Shares to the KML Vendors (other than MTR) because Listing Rule 7.1 provides that a listed company must not, without prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12-month period.

Shareholder approval is required for the issue of the Consideration Shares and Additional Consideration Shares to MTR because their issue will result in MTR acquiring a relevant interest in approximately a further 1% of the Shares in the Company, giving MTR a relevant interest of approximately 21% of the Shares in the Company, and Section 606 of the Corporations Act prohibits a person acquiring a relevant interest in the issued voting shares of a company if, because of the acquisition, that person's or another person's voting power in the company increases from:

(a) 20% or below to more than 20%; or
(b) a starting point that is above 20% and below 90%.

Section 611 of the Corporations Act contains exceptions to the prohibition in section 606 of the Corporations Act. Item 7 of section 611 of the Corporations Act provides a mechanism by which shareholders of a company may approve an issue of shares to a person which results in that person's or another person's voting power in the company increasing from:

p161528_085.docx

(a) 20% or below to more than 20%; or
(b) a starting point that is above 20% and below 90%.

In accordance with the Listing Rules and the Corporations Act, the Company is therefore seeking the following Shareholder approvals under this Notice:

(a) Shareholder approval for the purposes of Listing Rule 7.1 to issue the Consideration Shares to the KML Vendors (other than MTR) as consideration for the acquisition of the Sale Shares held by them ( Resolution 1 );
(b) Shareholder approval for the purposes of Listing Rule 10.1 to permit the Company (or a wholly owned subsidiary) to acquire the Sale Shares from MTR, the value of which constitutes the acquisition of a substantial asset from a related party ( Resolution 2 ); and
(c) Shareholder approval for the purposes of item 7 of section 611 of the Corporations Act to permit MTR to acquire a relevant interest in up to 21% of the Shares in the Company ( Resolution 3 ).

The Board consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolutions 2 or 3 because the Proposed Transaction was negotiated on an arm's length basis and therefore falls within the exception contained in section 210 of the Corporations Act. In this regard the Proposed Transaction:

(a) was the subject of extensive due diligence by a team of consultants and lawyers engaged by the Board; and
(b) reviewed and recommended by the Company's independent directors.

Completion of the Proposed Transaction is conditional upon the passing of each of Resolutions 1 to 3 at the Meeting and may be passed by a majority of eligible Shareholders voting under an ordinary resolution (greater than 50 per cent of votes being cast in favour of the Resolution). Accordingly, if any of Resolutions 1 to 3 are not passed, the Proposed Transaction will not proceed.

p161528_085.docx

Resolution 1

Approval of issue of Consideration Shares to the KML Vendors (other than MTR)

Shareholder approval is sought under Listing Rule 7.1 for the Company to issue 15,892,251 Consideration Shares to the KML Vendors (other than MTR). Approval for the issue of 5,106,963 Consideration Shares and 445,368 Additional Consideration Shares to MTR is separately sought under item 7 of section 611 of the Corporations Act (in accordance with Resolution 3).

Reason for approval

Listing Rule 7.1 provides that a listed company must not, without prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12-month period.

The Consideration Shares to be issued to the KML Vendors (other than MTR) represent more than 15% of the number of securities on issue.

The effect of Resolution 1 is to allow the Company to issue the Consideration Shares during the 3 month period following the Meeting, without reducing the Company's placement capacity under the Listing Rules. If Resolution 1 is not passed, the Proposed Transaction will not proceed.

Information for Shareholders under Listing Rule 7.3

Listing Rule 7.3 requires the following information to the provided to Shareholders in relation to the proposed issue:

Names of the persons who the entity will issue the securities	The Consideration Shares will be issued to each of the KML Vendors (although approval is not sought under Listing Rule 7.1 for the issue of Consideration Shares to MTR as an exception to Listing Rule 7.1 is available where the issue of securities is approved for the purpose of item 7 of section 611 of the Corporations Act as is sought in Resolution 3). The KML Vendors are the vendors of the Sale Shares to the Company (or a wholly owned subsidiary) under the SPA and are the current holders of those Sale Shares.
Number and class of securities the entity will issue	A maximum number of Consideration Shares to be issued to the KML Vendors (other than MTR) is 15,892,251 Consideration Shares. The Consideration Shares are fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing shares on issue.
Date by which the entity will issue the securities	The Consideration Shares will be issued as soon as possible and, in any event, no later than 3 months after the date of the Meeting.
Price or consideration	The Consideration Shares are being issued as consideration for the acquisition of Sale Shares under the Proposed Transaction. The Shares are not being issued for any cash consideration but have a deemed issue price of A$0.20 per Share.
Purpose of the issue	As noted above, the Consideration Shares are being issued as consideration for the acquisition of Sale Shares under the Proposed Transaction. No funds are being raised by the issue of the Consideration Shares.

p161528_085.docx

A summary of the agreement A summary of the material terms of the SPA is set out above. under which the securities are being issued

A voting exclusion statement applies to this Resolution as set out in the Notice.

Recommendation

All of the Directors (other than Michael McNeilly) recommend that Shareholders vote in favour of Resolution 1. Each Director who makes a recommendation intends to vote any Shares he owns or controls in favour of Resolution 1.

The Chair intends to exercise all available proxies in favour of Resolution 1.

p161528_085.docx

Resolution 2

Approval to purchase Sale Shares from MTR

Shareholder approval is sought under Listing Rule 10.1 for the Company (or its wholly owned subsidiary) to acquire MTR's Sale Shares in consideration for the issue of 5,106,963 Consideration Shares and 445,368 Additional Consideration Shares to MTR.

Reason for approval

Listing Rule 10.1 provides that an entity must ensure that neither it, nor any of child entities, acquires a substantial asset from, or disposes of a financial asset to, amongst other persons:

a substantial (10%+) holder of the entity; and
an associate of the substantial (10%+) holder of the entity,

without the prior approval of the entity's ordinary shareholders.

The effect of Resolution 2 is to allow the Company to acquire MTR's Sale Shares in consideration for the issue of 5,106,963 Consideration Shares and 445,368 Additional Consideration Shares to MTR. If Resolution 2 is not passed, the Proposed Transaction will not proceed.

Substantial asset

As noted above, the Proposed Transaction will involve the Company (or its wholly owned subsidiary) acquiring MTR's Sale Shares in KML in consideration for the issue of 5,106,963 Consideration Shares and 445,368 Additional Consideration Shares to MTR. The Board believes that MTR's Sale Shares represent a "substantial asset" for the purposes of Listing Rule 10.1.

Based on the most recent accounts lodged with ASX on 18 September 2020, the Company has equity interests of approximately $9.11 million. Accordingly, an asset will be considered substantial if the value of the asset is at least $0.455 million.

The value of the Sale Shares being acquired, based on the value of the Consideration Shares and Additional Consideration Shares being issued to MTR by the Company is approximately A$1,110,466. This is based on the Consideration Shares and Additional Consideration Shares having a deemed issued price of A$0.20 per share. As the value of the Sale Shares exceeds $0.455 million, it is a "substantial asset" for the purposes of Listing Rule 10.1.

Substantial holder

For the purposes of ASX Listing Rule 10.1, a substantial (10%+) holder is a person who has a relevant interest (either directly or through its associates) or had at any time in the past six months before the Proposed Transaction, in at least 10% of the total votes attaching to the voting securities of the Company.

MTR currently holds a 19.99% of the total votes attaching to the voting securities in the Company, and is therefore a substantial (10%+) shareholder under Listing Rule 10.1.3.

As a result, the Proposed Transaction will result in the acquisition of a substantial asset from a substantial (10%+) holder of the Company. The Company is therefore required to seek the approval of its Shareholders under Listing Rule 10.1.

Classified Asset

Listing Rule 10.7 further provides that if an acquisition to which 10.1 applies is of a classified asset then the consideration must be restricted securities unless the consideration is reimbursement of expenditure incurred in developing the classified asset. A classified asset includes an interest in a mining tenement that is substantially explorative or unproven, or an interest in an entity the substantial proportion of whose assets is the property of the same type.

Therefore, ASX may impose a 12 month escrow period on some or all of the Consideration Shares or Additional Consideration Shares (if any) issued to MTR under the SPA. In this event the Company will enter into escrow agreements on the terms and conditions set out in Appendix 9A of the Listing Rules.

Independent Expert Report

In accordance with Listing Rule 10.5.10, the Company commissioned BDO Corporate Finance Ltd (ABN 54 010 185 725) ( BDO ) to prepare an Independent Expert Report on the purchase of MTR's

p161528_085.docx

Sale Shares in consideration for the issue of Consideration Shares and Additional Consideration Shares (if any) on the terms of the SPA. A copy of the Independent Expert's Report is set out in Schedule 1 of the Explanatory Memorandum.

Shareholders should read the Independent Expert's Report in full prior to deciding how to vote on Resolution 2.

BDO has concluded that in the absence of any other information or a superior proposal, the Proposed Transaction is not fair but reasonable to the Company's shareholders whose votes on this Resolution are not to be disregarded ( Non-Associated Shareholders ).

Information for Shareholders under Listing Rule 10.5

Listing Rule 10.5 requires that the following information be provided to Shareholders:

(a) the Sale Shares will be acquired from MTR;
(b) MTR falls within Listing Rule 10.1.3 as it holds a 19.99% interest in the Company and so is a substantial (10%+) shareholder;
(c) subject to the Change of Control Condition being satisfied or waived, 29,031,511 Sale Shares or such greater number of Sale Shares that will result in the Company (or its wholly owned subsidiary) holding 51% of the issues shares in KML at Completion are being acquired from MTR;
(d) the consideration for the acquisition of the Sale Shares from MTR is the issue of 5,106,963 Consideration Shares and, upon satisfaction or waiver of the Change of Control Condition, 445,368 Additional Consideration Shares;
(e) the value of the Sale Shares is A$1,110,466 determined by reference to the value of the 5,106,963 Consideration Shares and 445,368 Additional Consideration Shares and the deemed issue price of A$0.20 per Share;
(f) the funding requirements for the acquisition of the Sale Shares will be satisfied from the issue of 5,106,963 Consideration Shares and 445,368 Additional Consideration Shares;
(g) the timetable for completion of the Proposed Transaction is set out in the "Background to the Proposed Transaction" section above;
(h) a summary of the material terms of the SPA is set out in the "Background to the Proposed Transaction" section above;
(i) a voting exclusion statement is included in the Notice; and
(j) a copy of the Independent Expert's Report is included in Schedule 1 of the Explanatory Memorandum.

Recommendation

All of the Directors (other than Michael McNeilly) recommend that Shareholders vote in favour of Resolution 2. Each Director who makes a recommendation intends to vote any Shares he owns or controls in favour of Resolution 2.

The Chair intends to exercise all available proxies in favour of Resolution 2.

p161528_085.docx

Resolution 3

Approval for MTR to acquire a Relevant Interest in the Company

Approval is sought under item 7 of section 611 of the Corporations Act for MTR to acquire a relevant interest in 5,106,963 Consideration Shares and 445,368 Additional Consideration Shares under the SPA.

An exception to Listing Rules 7.1 and 10.11 is available where the issue of securities is approved for the purpose of item 7 of section 611 of the Corporations Act. Given that the approval for the issue of Consideration Shares and Additional Consideration Shares to MTR is sought under item 7 of section 611 of the Corporations Act, the Company does not separately need to seek approval under Listing Rules 7.1 or 10.11.

Reason for approval

Section 606 of the Corporations Act prohibits a person from acquiring relevant interest in the issued voting securities of a listed company if the acquisition would result in that person's (or another person's) voting power in the company increasing from:

20% or below to more than 20%; or
from a starting point that is above 20% and below 90%,

unless the acquisition is made under one of the permitted exceptions in the Corporations Act.

The voting power of a person in a company is determined by reference to section 610 of the Corporations Act. A person's voting power in a company is the total of the votes attaching to the shares in the company in which that person and that person's associates (within the meaning of the Corporations Act) have a relevant interest.

Under section 608 of the Corporations Act, a person will have a relevant interest in shares if:

the person is the registered holder of the shares;
the person has the power to exercise or control the exercise of votes or disposal of the shares; or
the person has over 20% of the voting power in a company that has a relevant interest in the shares, then the person has a relevant interest in said shares.

An exception in item 7 of section 611 provides that section 606(1) of the Corporations Act does not prohibit an acquisition of a relevant interest in the voting shares of a company if the shareholders of the company approve the acquisition by resolution passed at a general meeting, at which no votes are cast in relation to the resolution by the person to whom the shares are to be issued or by an associate of that person.

The acquisition of Shares by MTR as a result of being issued Consideration Shares at Completion, and if applicable, Additional Consideration Shares under the SPA will result in MTR acquiring a relevant interest in the Company's Shares which will increase MTR's voting power from below 20% to more than 20%.

Resolution 3 seeks Shareholder approval, for the purpose of item 7 of section 611 of the Corporations Act, to allow MTR to acquire a voting power in approximately 21% of the issued capital of the Company, as a result of becoming the registered holder of the Consideration Shares and, if applicable, the Additional Consideration Shares.

p161528_085.docx

Information for Shareholders under item 7 of section 611 of the Corporations Act

The following information is provided to Shareholders for the purposes of obtaining Shareholder approval under item 7 of section 611 of the Corporations Act:

The identity of the person proposing to make the acquisition and their associates	The acquisition will be made by MTR. MTR's associates in relation to the Company are its subsidiaries, details of which are set out in MTR's annual report, a copy of which is available at www.metaltigerplc.com.
The maximum extent of the increase in that person's voting power in the Company that would result from the acquisition	MTR currently holds 20,900,000 Shares in the Company and has total voting power 19.99% as at the date of this Notice. Under the SPA, it is proposed that MTR will acquire: • 5,106,963 Consideration Shares; and • subject to the Change of Control Condition being satisfied or waived, 445,368 Additional Consideration Shares. This would result in MTR holding a total of 26,452,331 Shares in the Company and having total voting power of approximately 21%.
The voting power that person would have as a result of the acquisition	As a result of the Proposed Transaction, MTR's voting power will increase from 19.99% to approximately 21%.
The maximum extent of the increase in the voting power of each of that person's associates which would result from the acquisition	The maximum extent of the increase in MTR's associates' voting power will be equivalent to the increase in voting power of MTR, being approximately 1%.
The voting power that each of that person's associates would have as a result of the acquisition	The voting power that MTR associates would acquire will be equivalent to the voting power MTR would acquire.

Information for Shareholders under required by ASIC Regulatory Guide 74

Further information required by ASIC Regulatory Guide 74: Acquisitions approved by members is set out below:

Reasons for the proposed acquisition	As noted above, the Shares are being issued to the KML Vendors (including MTR) under the SPA for consideration of up to 51% of shares in KML. The rationale for the Proposed Transaction is summarised in the "Background to the Proposed Transaction" section above.
Timing for the Proposed Transaction	MTR will acquire the Consideration Shares on Completion and, if applicable, the Additional Consideration Shares. Completion is scheduled to occur in April 2021 and the issue of the Additional Consideration Shares is expected to occur in the second quarter of 2021.

p161528_085.docx

Material terms of the Proposed Transaction	The material terms of the Proposed Transaction and the SPA are summarised in the "Background to the Proposed Transaction" section above.
Details of the terms of any other relevant agreement between the acquirer and the target entity or vendor (or their associates) that is conditional (or directly or indirectly) depends on Shareholders' approval of the Proposed Transaction	On Completion, the Company intends to enter into a Deferred Consideration Deed with MTR, KML and RED Projects Limited (RED Projects). As announced on 16 December 2020, RED Projects and KML entered into a share purchase agreement dated 9 April 2019 in respect of KML's acquisition of Kitlanya (Proprietary) Limited (Kitlanya). Kitlanya is the holder of certain prospecting licenses in Botswana. Initially, it was proposed that following a maiden JORC Resource Declaration in respect of the prospecting licenses that RED Projects would be entitled to a discovery bonus which may have been satisfied by way of an issue of shares in KML to it. The parties have agreed to amend that arrangement pursuant to the Deferred Consideration Deed so that MTR and the Company each satisfy a portion of the obligation to pay RED Projects. If the Company elects to satisfy its liability to RED Projects by issuing shares in itself to RED Projects, completion of that issue will be conditional on approval by the Company's shareholders, receipt of other regulatory and ASX Listing Rules approvals necessary to complete the issue and, if required by RED Projects, approval by the Treasurer under the FATA. As announced on 16 December 2020, the Company, Cobre Kalahari Pty Ltd, MTR and KML have also entered into a new Shareholders Deed in respect of KML.
Acquirers' intentions regarding the future of the Company	MTR does not: • have any intention to change the business of the Company; • have any intention to inject further capital into the Company; • intend to change the employment arrangements of the Company; • propose to transfer assets between the Company and the KML Vendors or any of their associates; or • have any intention to otherwise redeploy the fixed assets of the Company.
Acquirer's intentions regarding the dividend policy	MTR does not intend to change the financial or dividend distribution policies of the Company.
Directors interests	Michael McNeilly is a non-executive director of the Company and is also the Chief Executive Officer of MTR. As such, he has an interest in the Proposed Transaction. Other than Michael McNeilly's interests and the interest the Directors have in the Proposed Transaction by reason of their ownership of Shares, no Director has any personal interest in the outcome of the Resolution or the Proposed Transaction.
Persons who are intended to become directors of the Company	There will be no changes to the Directors of the Company as a result of the Proposed Transaction.

p161528_085.docx

Independent Expert's Report

The Independent Expert Report (prepared by BDO) assesses whether the Proposed Transaction is fair and reasonable to the Non-Associated Shareholders and also contains an assessment of the potential advantages and disadvantages of the Proposed Transaction.

The Independent Expert has concluded that, in the absence of any other information or a superior proposal, the Proposed Transaction is not fair but reasonable to the Non-Associated Shareholders.

The Independent Expert is of the opinion that the potential advantages of the Proposed Transaction are as follows:

if the Proposed Transaction is approved, the Non-Associated Shareholders will have exposure to a portfolio of exploration projects in Botswana providing geographical diversification (relative to the current Australia focused portfolio);
if the Proposed Transaction is approved, Cobre Kalahari will have a degree of control over KML (as it will hold up to 51% of the shares in KML and will be entitled to appoint two directors to the board of KML);
if the Proposed Transaction is approved, MTR's relevant interest in the Company is expected to increase from 19.99% to a maximum of approximately 21% of the undiluted share capital in the Company. Therefore, MTR will have a largely unchanged level of control in the Company, and is not able to block a special resolution of the Company; and
the Proposed Transaction enables Cobre Kalahari to acquire up to a 51% interest in KML in consideration for the Company issuing shares in the Company. Therefore, the Proposed Transaction does not require a capital outlay or capital raising by the Company to proceed.

The Independent Expert is of the opinion that the potential disadvantages of the Proposed Transaction are as follows:

the issue of Consideration Shares and Additional Consideration Shares will have a dilutive effect on the interest held by Non-Associated Shareholders;
in connection with the Proposed Transaction, Cobre Kalahari is obligated to provide funding to KML over 2 years and accordingly, to some extent, Cobre is committing to future expenditure on the KML assets which may make less capital available for other assets it holds or other opportunities that arise;
Cobre has entered into a Deferred Consideration Deed, pursuant to which the Company has agreed to satisfy a portion of the obligation to pay RED Projects a discovery bonus. The amount of the discovery bonus will be calculated with reference to the volume of the copper contained in a maiden JORC Resource Declaration on any Kitlanya tenements at a price of USD5.00 per tonne of in-situ copper, and is therefore uncertain;
certain financial information of KML has not been provided to the Company. To mitigate the risk of unavailable financial information, the Company has sought a number of warranties in the transaction documents for Proposed Transaction and incorporated a mechanism where by it is

p161528_085.docx

able to, in certain circumstances, sell Escrowed Shares to meet amounts owing under the Transaction Documents; and

if the Proposed Transaction is approved, Shareholders will have an interest in assets in Botswana and will therefore be exposed to the risks of operating in a foreign country including currency risks, economic risks and geopolitical climate risks.

It is recommended that Shareholders read the Independent Expert Report in full before deciding on how to vote on the Resolution.

Directors' Recommendation

All of the Directors (other than Michael McNeilly) recommend that Shareholders vote in favour of Resolution 3. Each Director who makes a recommendation intends to vote any Shares he owns or controls in favour of Resolution 3.

The Chair intends to exercise all available proxies in favour of Resolution 3.

p161528_085.docx

Resolution 4

Approval of issue of Options to Martin Holland

Shareholder approval is sought under Listing Rule 10.11 for the Company to issue 6,650,000 Options to Martin Holland or his nominee.

Reason for approval

Listing Rule 10.11 provides that, unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to any 'related party' or their associates unless it obtains the approval of its shareholders or an exemption applies. A 'related party' includes any director of the company or an associate of a director.

As none of the exceptions under Listing Rule 10.12 are available to the Company in respect of the proposed issue of Options to Martin Holland or his nominee, the Company seeks approval for the issue of the Options under Listing Rule 10.11.

Information for Shareholders under Listing Rule 10.13

The following information is required to be provided to Shareholders for the purposes of obtaining Shareholder approval under Listing Rule 10.11:

Name	Martin Holland or his nominee.
Which category the person falls into and why	Martin Holland is a current Director and so a person covered by Listing Rule 10.11.1. Therefore the issue of Options requires the approval of the Company’s Shareholders under Listing Rule 10.11.
The number and class of securities proposed to be issued	6,650,000 Options (to acquire fully paid ordinary Shares in the Company).
The date by which the Company will issue the securities to the person	The Company proposes to issue the Options to Martin Holland or his nominee as soon as possible following the Meeting but, in any event, within one month of the Meeting.
The price at which the securities will be issued	The grant of Options is for nil consideration.
Purpose of the issue	The Options are being issued to Martin Holland to remunerate and/or incentivise him as a Director of the Company.
Details (including the amount) of the Director's current remuneration package	Mr Holland's remuneration arrangements for FY21 are: • A$288,000 per annum (excluding superannuation) pursuant to the terms of an Executive Services Agreement entered into between Mr Holland and the Company; and • if Resolution 4 is approved by Shareholders at the EGM, 6,650,000 Options. The value of the Options proposed to be issued to Mr Holland is $946,765.

p161528_085.docx

Summary of the material terms		Each Option entitles the Optionholder to acquire one fully paid ordinary share in the Company. Options do not confer any rights on the Optionholder in respect of any dividend declared by the Company, voting at meetings of the Company, or the surplus profits of the Company on winding up. Exercise of Options The Options are exercisable at any time on or prior to 5.00pm (AEST) on the date that is 5 years from the date of approval of Shareholders. The exercise price in respect of the Option is 167% of the closing share price of the Company on the day before the option in granted (subject to the Company's organisation of capital). Restricted Securities Shares allotted pursuant to the exercise of options will be 'restricted securities' and will rank equally with the then issued ordinary shares of the Company in all respects. Restricted securities are subject to a minimum holding period, which in general terms is: • 3 years after the Option is acquired; and • when the acquirer of the interest ceases being employed by the Company. Reconstructions / takeovers / bonus issues In the event of any reconstruction of the issued capital of the Company, all rights of the Optionholder will be changed / varied to the extent necessary to comply with the Corporations Act or the Listing Rules, limited to those necessary to ensure that Option Holders are not advantaged or disadvantaged. In the case of a takeover, the Optionholder will be afforded 14 business days (inclusive of the record date to determine entitlements to the takeover offer) to exercise their Options. Otherwise, the Options will lapse. If there is a bonus issue to Shareholders of the Company, the number of Shares over which the Options are exercisable will be increased by the number of Shares which the Optionholder would have received had the Option been exercised before the record date for the bonus issue.

Effect of Shareholder Approval

As noted above, the proposed grant of options to Martin Holland is conditional on receiving Shareholder approval.

The effect of Shareholder approval for Resolution 4 for the purposes of Listing Rule 10.11 is as follows:

If Resolution 4 is passed, the Company will be able to proceed with the proposed grant of Options to Martin Holland. Further, Shareholder approval will not be required under Listing Rule 7.1 (pursuant to Listing Rule 7.2, Exception 14), and the issue of such options to Martin Holland will not count towards the Company’s capacity to issue Equity Securities under Listing Rule 7.1.
If Resolution 4 is not passed, the Company will not be able to proceed with the proposed grant of Options to Martin Holland. In that circumstance, the Board would then need to consider alternative remuneration arrangements for Martin Holland which are consistent with the Company’s remuneration principles.

p161528_085.docx

The Company has determined that the grant of options pursuant to this Resolution 4 as part of Martin Holland's remuneration package will constitute the giving of reasonable remuneration for the purposes of Chapter 2E of the Corporations Act.

A voting exclusion statement applies to Resolution 4, as set out on page 7 of this Notice.

Recommendation

The Directors (other than Martin Holland) recommend that the Shareholders vote in favour of Resolution 4. Each Director who makes a recommendation intends to vote any Shares he owns or controls in favour of Resolution 4.

The Chair intends to exercise all available proxies in favour of Resolution 4.

p161528_085.docx

Resolution 5: Approval of issue of Options to Andrew Sissian

Shareholder approval is sought under Listing Rule 10.11 for the Company to issue 3,100,000 Options to Andrew Sissian or his nominee.

Reason for approval

The reason for approval is contained in the summary in respect of Resolution 4.

Information for Shareholders under Listing Rule 10.13

Name	Andrew Sissian or his nominee
Which category the person falls into and why	Andrew Sissian is a current Director and so a person covered by Listing Rule 10.11.1. Therefore the issue of Options requires the approval of the Company’s Shareholders under Listing Rule 10.11.
The number and class of securities proposed to be issued	3,100,000 Options (to acquire fully paid ordinary Shares in the Company).
The date by which the Company will issue the securities to the person	The Company proposes to issue the Options to Andrew Sissian or his nominee as soon as possible following the Meeting but, in any event, within one month of the Meeting.
The price at which the securities will be issued	The grant of Options is for nil consideration.
Purpose of the issue	The Options are being issued to Andrew Sissian to remunerate and/or incentivise him as a Director of the Company.
Details (including the amount) of the Director's current remuneration package	Mr Sissian's remuneration arrangements for FY21 comprise: • a director's fee of A$144,000 per annum (being A$12,000 per month) (excluding GST); • an additional fee of A$300 per hour plus GST for each hour of service performed in excess of 40 hours per month (subject to a maximum aggregate cap of $21,999 per month plus GST); and • if Resolution 5 is approved by Shareholders at the EGM, 3,100,000 Options. The value of the Options proposed to be issued to Mr Sissian is $441,349.
Summary of the material terms	The material terms of the Options are contained in the summary of Resolution 4.

Effect of Shareholder approval

p161528_085.docx

The effect of Shareholder approval is the same as that set out in the summary of Resolution 4, except that the references to Martin Holland should refer to Andrew Sissian.

Recommendation

The Directors (other than Andrew Sissian) recommend that the Shareholders vote in favour of Resolution 5. Each Director who makes a recommendation intends to vote any Shares he owns or controls in favour of Resolution 5.

The Chair intends to exercise all available proxies in favour of Resolution 5.

p161528_085.docx

Resolution 6: Approval of issue of Options to Michael Addison

Shareholder approval is sought under Listing Rule 10.11 for the Company to issue 500,000 Options to Michael Addison or his nominee.

Reason for approval

The reason for approval is contained in the summary in respect of Resolution 4.

Information for Shareholders under Listing Rule 10.13

Name	Michael Addison or his nominee
Which category the person falls into and why	Michael Addison is a current Director and so a person covered by Listing Rule 10.11.1. Therefore the issue of Options requires the approval of the Company’s Shareholders under Listing Rule 10.14.
The number and class of securities proposed to be issued	500,000 Options (to acquire fully paid ordinary Shares in the Company).
The date by which the Company will issue the securities to the person	The Company proposes to issue the Options to Michael Addison or his nominee as soon as possible following the Meeting but, in any event, within one month of the Meeting.
The price at which the securities will be issued	The grant of Options is for nil consideration.
Purpose of the issue	The Options are being issued to Michael Addison to remunerate and/or incentivise him as a Director of the Company.
Details (including the amount) of the Director's current remuneration package	Mr Addison's remuneration arrangements for FY21 comprise: • a director's fee of A$72,000 per annum (being A$6,000 per month) (excluding GST); and • if Resolution 6 is approved by Shareholders at the EGM, 500,000 Options. The value of the Options proposed to be issued to Mr Addison is $71,185.
Summary of the material terms	The material terms of the Options are contained in the summary of Resolution 4.

Effect of Shareholder approval

The effect of Shareholder approval is the same as that set out in summary of Resolution 4, except that the references to Martin Holland should refer to Michael Addison.

p161528_085.docx

Recommendation

The Directors (other than Michael Addison) recommend that the Shareholders vote in favour of Resolution 6. Each Director who makes a recommendation intends to vote any Shares he owns or controls in favour of Resolution 6.

The Chair intends to exercise all available proxies in favour of Resolution 6.

p161528_085.docx

Resolution 7: Approval of issue of Options to Michael McNeilly

Shareholder approval is sought under Listing Rule 10.11 for the Company to issue 1,000,000 Options to Michael McNeilly.

Reason for approval

The reason for approval is contained in the summary in respect of Resolution 4.

Information for Shareholders under Listing Rule 10.13

Name	Michael McNeilly or his nominee
Which category the person falls into and why	Michael McNeilly is a current Director and so a person covered by Listing Rule 10.11.1. Therefore the issue of Options requires the approval of the Company’s Shareholders under Listing Rule 10.14.
The number and class of securities proposed to be issued	1,000,000 Options (to acquire fully paid ordinary Shares in the Company).
The date by which the Company will issue the securities to the person	The Company proposes to issue the Options to Michael McNeilly or his nominee as soon as possible following the Meeting but, in any event, within one month of the Meeting.
The price at which the securities will be issued	The grant of Options is for nil consideration.
Purpose of the issue	The Options are being issued to Michael McNeilly to remunerate and/or incentivise him as a Director of the Company.
Details (including the amount) of the Director's current remuneration package	Mr McNeilly's remuneration arrangements for FY21 comprise: • a director's fee of A$72,000 per annum (being A$6,000 per month) (excluding GST); and • if Resolution 7 is approved by Shareholders at the EGM, 1,000,000 Options. The value of the Options proposed to be issued to Mr McNeilly is $142,371.
Summary of the material terms	The material terms of the Options are contained in the summary of Resolution 4.

Effect of Shareholder approval

The effect of Shareholder approval is the same as that set out in the summary of Resolution 4, except that the references to Martin Holland should refer to Michael McNeilly.

p161528_085.docx

Recommendation

The Directors (other than Michael McNeilly) recommend that the Shareholders vote in favour of Resolution 7. Each Director who makes a recommendation intends to vote any Shares he owns or controls in favour of Resolution 7.

The Chair intends to exercise all available proxies in favour of Resolution 7.

p161528_085.docx

GLOSSARY

In the Notice and this Explanatory Memorandum, unless the context otherwise requires:

A$ and $ means a dollar in the currency of the Commonwealth of Australia.

Additional Consideration Share has the meaning given to that term in the section of the Explanatory Memorandum entitled "Background to the Proposed Transaction".

AEST means Australian Eastern Standard Time.

Board means the board of directors of the Company.

BDO or Independent Expert means BDO Corporate Finance Ltd ABN 54 010 185 725.

ASIC means the Australian Securities & Investments Commission.

ASX means the Australian Securities Exchange.

Chairman or Chair means the chairman of the Meeting.

Change of Control Condition has the meaning given to that term in the section of the Explanatory Memorandum entitled "Background to the Proposed Transaction".

Closely Related Party means, as defined in the Corporations Act, a closely related party of a member of the Key Management Personnel being:

a spouse or child of the member;
a child of the member's spouse;
a dependant of the member or of the member's spouse;
anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity;
a company the member controls; or
a person described by the Corporations Regulations 2001 (Cth).

Cobre Kalahari has the meaning given to that term in the section of the Explanatory Memorandum entitled "Background to the Proposed Transaction".

Company means Cobre Limited ACN 626 241 067.

Completion has the meaning given to that term in the section of the Explanatory Memorandum entitled "Background to the Proposed Transaction".

Consideration Share has the meaning given to that term in the section of the Explanatory Memorandum entitled "Background to the Proposed Transaction".

Corporations Act means the Corporations Act 2001 (Cth).

Equity Securities includes a Share, a right to a Share or Option, a convertible security and any other security that ASX decides to classify as an Equity Security.

p161528_085.docx

Escrowed Shares has the meaning given to that term in the section of the Explanatory Memorandum entitled "Background to the Proposed Transaction".

Escrowed Period has the meaning given to that term in the section of the Explanatory Memorandum entitled "Background to the Proposed Transaction".

KCB has the meaning given to that term in the section of the Explanatory Memorandum entitled "Background to the Proposed Transaction".

Kitlanya has the meaning given to that term in the summary of Resolution 3.

KML has the meaning given to that term in the section of the Explanatory Memorandum entitled "Background to the Proposed Transaction".

KML Vendors means the vendors of the Sale Shares to the Company (or its wholly owned subsidiary) under the SPA, which includes MTR.

KMP means those persons described as Key Management Personnel in the latest remuneration report of the Company and includes all Directors (whether executive or otherwise).

Listing Rules means the official listing rules of ASX.

Meeting means the general meeting of the Company convened by this Notice.

MTR means Metal Tiger plc .

Notice means this document, including the Explanatory Memorandum.

Option mean an option to acquire Shares.

Proposed Transaction has the meaning given to that term in the section of the Explanatory Memorandum entitled "Background to the Proposed Transaction".

RED Projects has the meaning given to that term in the summary of Resolution 3.

Related Party has the meaning given in ASX Listing Rule 19.12 .

Sale Shares means the shares in the capital of KML to be sold to the Company (or its wholly owned subsidiary) under the SPA.

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

Shareholder means a holder of Shares in the capital of the Company.

SPA has the meaning given to that term in the section of the Explanatory Memorandum entitled "Background to the Proposed Transaction".

p161528_085.docx

SCHEDULE 1

INDEPENDENT EXPERT'S REPORT

p161528_085.docx

==> picture [15 x 188] intentionally omitted <==

COBRE LIMITED

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE Opinion: The Proposed Transaction is Not Fair but Reasonable

1 MARCH 2021

==> picture [16 x 221] intentionally omitted <==

==> picture [62 x 26] intentionally omitted <==

FINANCIAL SERVICES GUIDE

Dated: 1 March 2021

The Financial Services Guide (‘FSG’) is provided to comply with the legal requirements imposed by the Corporations Act 2001 and includes important information regarding the general financial product advice contained in this report (‘this Report’). The FSG also includes general information about BDO Corporate Finance Ltd ABN 54 010 185 725, Australian Financial Services Licence No. 245513 (‘BDOCF’ or ‘we’, ‘us’ or ‘our’), including the financial services we are authorised to provide, our remuneration and our dispute resolution.

BDOCF holds an Australian Financial Services Licence to provide the following services:

a) Financial product advice in relation to deposit and payment products (limited to basic deposit products and deposit products other than basic deposit products), securities, and interests in managed investment schemes excluding investor directed portfolio services; and
b) Arranging to deal in financial products in relation to securities; and
c) Applying for, acquiring, varying or disposing of a financial product in relation to interests in managed investment schemes excluding investor directed portfolio services, and securities.

General Financial Product Advice

This Report sets out what is described as general financial product advice. This Report does not consider personal objectives, individual financial position or needs and therefore does not represent personal financial product advice. Consequently, any person using this Report must consider their own objectives, financial situation and needs. They may wish to obtain professional advice to assist in this assessment.

The Assignment

BDOCF has been engaged to provide general financial product advice in the form of a report in relation to a financial product. Specifically, BDOCF has been engaged to provide an independent expert’s report to the shareholders of Cobre Limited (‘Cobre’ or ‘the Company’) in relation to the proposed acquisition of a stake up to 51% in Kalahari Metals Limited (‘KML’) (‘the Proposed Transaction’) by Cobre Kalahari Pty Ltd (a wholly owned subsidiary of Cobre). Metal Tiger plc (‘MTR’), an existing shareholder of both Cobre and KML, will reduce its current stake in KML from approximately 62% to no less than 49% post completion. Upon completion of the Proposed Transaction, MTR will own up to approximately 21% of undiluted share capital on issue in Cobre.

Further details of the Proposed Transaction are set out in Section 4.0. The scope of this Report is set out in detail in Section 3.3. This Report provides an opinion on whether or not the Proposed Transaction is ‘fair and reasonable’ to the nonassociated ordinary shareholders (‘the Non-Associated Shareholders’) and has been prepared to provide information to the Non-Associated Shareholders to assist them to make an informed decision on whether to vote in favour of or against the Proposed Transaction. Other important information relating to this Report is set out in more detail in Section 3.

This Report cannot be relied upon for any purpose other than the purpose mentioned above and cannot be relied upon by any person or entity other than those mentioned above, unless we have provided our express consent in writing to do so. An individual shareholder’s decision to vote in favour of or against the Proposed Transaction is likely to be influenced by their particular circumstances, for example, their taxation considerations and risk profile. Each individual shareholder should obtain their own professional advice in relation to their own circumstances.

Fees, Commissions and Other Benefits we may Receive

We charge a fee for providing reports. The fees are negotiated with the party who engages us to provide a report. We estimate the fee for the preparation of this Report will be approximately $97,500 plus GST. Fees are usually charged as a fixed amount or on an hourly basis depending on the terms of the agreement with the engaging party. Our fees for this Report are not contingent on the outcome of the Proposed Transaction.

Except for the fees referred to above, neither BDOCF, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of this Report.

Directors of BDOCF may receive a share in the profits of BDO Group Holdings Limited, a parent entity of BDOCF. All directors and employees of BDO Group Holdings Limited and its subsidiaries (including BDOCF) are entitled to receive a salary. Where a director of BDOCF is a shareholder of BDO Group Holdings Limited, the person is entitled to share in the profits of BDO Group Holdings Limited.

Associations and Relationships

From time to time BDOCF or its related entities may provide professional services to issuers of financial products in the ordinary course of its business. These services may include audit, tax and business advisory services. BDOCF has not provided any professional services to Cobre in the last two years. An affiliated BDO entity in the United Kingdom provides tax advice to MTR. No one from that office is involved in the preparation of this Report, nor do they have an interest in the outcome of the Proposed Transaction.

The signatories to this Report do not hold any shares in Cobre and no such shares have ever been held by the signatories.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

To prepare our reports, including this Report, we may use researched information provided by research facilities to which we subscribe or which are publicly available. Reference has been made to the sources of information in this Report, where applicable. Research fees are not included in the fee details provided in this Report.

Complaints

We are members of the Australian Financial Complaints Authority. Any complaint about our service should be in writing and sent to BDO Corporate Finance Ltd, GPO Box 457, Brisbane QLD 4001.

We will endeavour to resolve the complaint quickly and fairly. If the complaint cannot be satisfactorily resolved within 45 days of written notification, there is a right to lodge a complaint with the Australian Financial Complaints Authority. They can be contacted on 1800 931 678. This service is provided free of charge.

If the complaint involves ethical conduct, a complaint may be lodged in writing with Chartered Accountants Australia and New Zealand, Queensland Branch, GPO Box 2054, Brisbane QLD 4001. The Australian Securities and Investments Commission (‘ASIC’) also has an Infoline on 1300 300 630 which can be used to make a complaint and obtain information about investor rights.

Compensation Arrangements

BDOCF and its related entities hold Professional Indemnity insurance for the purpose of compensating retail clients for loss or damage suffered because of breaches of relevant obligations by BDOCF or its representatives under Chapter 7 of the Corporations Act 2001. These arrangements and the level of cover held by BDOCF satisfy the requirements of section 912B of the Corporations Act 2001.

Contact Details

BDO Corporate Finance Ltd

Location Address:	Postal Address:
Level 10	GPO Box 457
12 Creek Street	BRISBANE QLD 4001
BRISBANEQLD 4000
Phone:(07)3237 5999	Email: [email protected]
Fax:(07)3221 9227

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

CONTENTS	CONTENTS
Financial Services Guide		I
Glossary		V
PART	I: ASSESSMENT OF THE OFFER	1
1.0	Introduction	1
2.0	Assessment of the Proposed Transaction	2
	2.1 Basis of Evaluation	2
	2.2 Assessment of Fairness	2
	2.3 Assessment of Reasonableness	4
	2.4 Our Opinion	7
3.0	Important Information	9
	3.1 Read this Report, and Other Documentation, in Full	9
	3.2 Shareholders’ Individual Circumstances	9
	3.3 Scope	9
	3.4 Purpose of this Report	10
	3.5 Current Market Conditions	11
	3.6 Reliance on Information	11
	3.7 Glossary	11
	3.8 Sources of Information	11
	3.9 APES 225 Valuation Services	12
	3.10 Forecast Information	12
	3.11 Qualifications	12
PART	II: INFORMATION SUPPORTING OUR OPINION ON THE PROPOSED TRANSACTION	14
4.0	Overview of the Proposed Transaction	14
	4.1 Summary of the Proposed Transaction	14
	4.2 Description of MTR	16
	4.3 Strategic Rationale for the Proposed Transaction	17
5.0	Background of Cobre	18
	5.1 Overview of Cobre	18
	5.2 Key Projects	18
	5.3 Equity Structure of Cobre	20
	5.4 Share Price Movements of Cobre	20
	5.5 Historical Financial Information of Cobre	23
6.0	Background of KML	27
	6.1 Overview of KML	27
	6.2 Key Exploration Assets of KML	28
	6.3 Corporate Structure of KML	29
	6.4 Equity Structure of KML	30
	6.5 Key Event Timeline	30
	6.6 Historical Financial Information of KML	31
7.0	Industry Overview	32
	7.1 Copper	32
	7.2 Global Demand for Copper	32
	7.3 Global Supply of Copper	32
	7.4 Copper Prices	33
	7.5 Copper Outlook	34
8.0	Common Valuation Methodologies	35
	8.1 Discounted Cash Flows (‘DCF’)	35
	8.2 Capitalisation of Maintainable Earnings (‘CME’)	35
	8.3 Asset Based Valuation (‘ABV’)	35
	8.4 Market Based Valuation (‘MBV’)	36
	8.5 Industry Based Metrics (Comparable Analysis)	36

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

III

==> picture [62 x 26] intentionally omitted <==

9.0	Valuation of Cobre Prior to the Proposed Transaction	37
	9.1 Our Valuation Approach for Cobre	37
	9.2 Overview of CSA’s Independent Technical Specialist’s Report	37
	9.3 Sum-of-the-Parts Valuation of Cobre	38
	9.4 Market Based Valuation of Cobre Prior to the Proposed Transaction on a Controlling Basis	40
	9.5 Value of Cobre’s Shares Prior to the Proposed Transaction on a Controlling Interest Basis	41
10.0	Valuation of Cobre Post Transaction	42
	10.1 Our Valuation Approach for Cobre Post the Proposed Transaction	42
	10.2 Technical Specialist’s Valuation of KML’s Mineral Assets	42
	10.3 Adjustment for Surplus Assets and Liabilities	43
	10.4 Valuation of Cobre Post the Proposed Transaction on a Minority Interest Basis – Sum-of the-Parts	43
	10.5 Valuation of Cobre Post the Proposed Transaction on a Minority Interest Basis – MBV	44
Appendix A : Control Premium Analysis		46
Appendix B : Independent Technical Expert’s Report – CSA Report		47

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

GLOSSARY

Reference	Definition
$, AUD	Australian Dollars
AASB 2	Australian Accounting Standard Board – Standard 2_Share-based Payment_
ABV	Asset based valuation
Act, the	Corporations Act 2001 (Cth)
APES 225	Accounting Professional & Ethical Standards Board professional standard APES 225_Valuation Services_
ASIC	The Australian Securities and Investments Commission
ASX	Australian Securities Exchange
BDO Persons	The partners, directors, agents or associates of BDO
BDOCF	BDO Corporate Finance Ltd
Board, the	The directors of Cobre
Change of Control Approval	Cobre will initially acquire an interest of 49.99% in KML, and subject to obtaining approval from the Minister of Mineral, Energy and Water Resources of the Republic of Botswana, will increase its shareholding in KML to 51%
CHIA	Chi-X Australia
CME	Capitalised maintainable earnings
Cobre	Cobre Limited
Cobre Kalahari	Cobre Kalahari Pty Ltd (a wholly owned subsidiary of Cobre)
CSA	CSA Global Pty Ltd
CSA Report, the	The Independent Technical Specialist’s Report prepared by CSA and dated 26 February 2020
DCF	Discounted cash flows
FIRB	Foreign Investment Review Board
FSG	The Financial Services Guide
FY	Financial year
JORC	Australian Joint Ore Resources Committee
JV	Joint Venture
Kitlanya	Kitlanya (Pty) Ltd
Kitlanya tenements	Kitlanya tenements with the following prospecting license:  342/2016  343/2016  070/2017  071/2017  072/2017
KML	Kalahari Metals Limited
Management	The management team of Cobre
MBV	Market based valuation
Meeting, the	The Extraordinary General Meeting to be held on 6 April 2021
MTR	Metal Tiger plc

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Reference	Definition
Non-Associated Shareholders, the	The shareholders of Cobre other than Metal Tiger plc and the other KML vendors
Non-Associated Directors	The directors that are not related to the Proposed Transaction
Notice of Meeting, the	The Notice of Extraordinary General Meeting and Explanatory Memorandum prepared by Cobre dated on or about 2 March 2021
Proposed Transaction, the	The acquisition of a stake of up to 51% in Kalahari Metals Limited by Cobre Kalahari Pty Ltd (a wholly owned subsidiary of Cobre) funded by the issue of approximately 21.4 million Cobre shares
Regulations, the	The Corporation Regulations 2001
Report, this	This independent expert's report prepared by BDOCF and dated 1 March 2021
RG 111	ASIC Regulatory Guide 111:Content of Expert Reports
RGs	Regulatory guides published by ASIC
SPA	The sale and purchase agreement relating to the Proposed Transaction and the transfer of MTR and six other shareholders’ 51% interest in KML to Cobre Kalahari Pty Ltd (a wholly owned subsidiary of Cobre) for 21.4 million Cobre shares, titled Share Purchase Agreement, and dated 15 December 2020
Substantial Assets	ASX Listing Rule 10.2 defines an asset as substantial if its value or the consideration for it is, or in ASX’s opinion is that it is, 5% or more of the value of the equity interests of the entity, as set out in the latest accounts given to the ASX in accordance with the ASX listing rules
Substantial Holder	Based on ASX Listing Rule 10.1.3, a substantial holder is a person who has relevant interest, or had a relevant interest at any time in the six months before the relevant transaction, in at least 10% of the voting power of the company
TGP	Toucan Gold Pty Ltd
Transaction Documents	Transaction documents relating to the Proposed Transaction being the Deferred Consideration Deed, Shareholders Deed and Share Purchase Agreement
VALMIN Code	Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Specialist Reports
VWAP	Volume Weighted Average Price
We, us, our	BDO Corporate Finance Ltd

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

Tel: +61 7 3237 5999 Level 10, 12 Creek Street Fax: +61 7 3221 9227 Brisbane, QLD 4000 www.bdo.com.au GPO Box 457, Brisbane QLD 4001 AUSTRALIA

==> picture [62 x 25] intentionally omitted <==

PART I: ASSESSMENT OF THE OFFER

The Non-Associated Shareholders C/- The Non-Associated Directors Cobre Limited 7/151 Macquarie Street, Sydney NSW 2000

1 March 2021

Dear Non-Associated Shareholders,

1.0 Introduction

BDO Corporate Finance Ltd (‘BDOCF’, ‘we’, ‘us’ or ‘our’) has been engaged to provide an independent expert’s report (‘this Report’) to the non-associated ordinary shareholders (‘the Non-Associated Shareholders’) of Cobre Limited (‘Cobre’ or ‘the Company’) in relation to the proposed acquisition of up to 51% of Kalahari Metals Limited (‘KML’) by Cobre Kalahari Pty Ltd (‘Cobre Kalahari’), a wholly owned subsidiary of Cobre. Cobre will issue approximately 21.4 million Cobre shares as consideration for the proposed acquisition of KML (‘the Proposed Transaction’).

Metal Tiger plc (‘MTR’), an existing shareholder of both Cobre and KML, proposes to reduce its current stake in KML from approximately 62% to no less than 49% post completion. Following the completion of the Proposed Transaction, MTR will increase its relevant interest in Cobre from 19.99% to an amount up to approximately 21% of undiluted share capital in Cobre.

This Report is prepared pursuant to ASX Listing Rule 10.1 and item 7 of section 611 of the Corporations Act 2001 Cth (‘Corporations Act’ or ‘the Act’) and is to be included in the Notice of Meeting for Cobre in order to assist the NonAssociated Shareholders form a view on whether to vote in favour of or against the resolutions that comprise the Proposed Transaction.

A more detailed summary of the Proposed Transaction is set out in Section 4.

In this Report we provide our opinions on whether the Proposed Transaction is fair and reasonable to the Non-Associated Shareholders. This Report has been prepared solely for use by the Non-Associated Shareholders to provide them with information relating to the Proposed Transaction. The scope and purpose of this Report are detailed in Sections 3.3 and 3.4, respectively.

This Report, including Part I, Part II and the appendices, should be read in full along with all other documentation provided to the Non-Associated Shareholders including the Notice of Extraordinary General Meeting and Explanatory Memorandum prepared by Cobre and dated on or about 2 March 2021 (‘the Notice of Meeting’) in relation to the Extraordinary General Meeting to be held on 6 April 2021 (‘the Meeting’).

BDO Corporate Finance Ltd ABN 54 010 185 725 AFS Licence No. 245513 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Finance Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation

==> picture [62 x 26] intentionally omitted <==

2.0 Assessment of the Proposed Transaction

This section is set out as follows:

Section 2.1 sets out the methodology for our assessment of the Proposed Transaction;
Section 2.2 sets out our assessment of the fairness of the Proposed Transaction;
Section 2.3 sets out our assessment of the reasonableness of the Proposed Transaction; and
Section 2.4 sets out our opinion regarding the Proposed Transaction.

2.1 Basis of Evaluation

ASIC have issued Regulatory Guide 111: Content of Expert Reports (‘RG 111’), which provides guidance in relation to independent expert’s reports. RG 111 relates to the provision of independent expert’s reports in a range of circumstances, including those where the expert is required to provide an opinion in relation to a takeover transaction. RG 111 states that the independent expert’s report should explain the particulars of how the transaction was examined and evaluated as well as the results of the examination and evaluation.

The Proposed Transaction involves Cobre Kalahari acquiring an interest up to 51% in KML and the scrip consideration payable under the Proposed Transaction will result in MTR’s interest in Cobre increasing from approximately 19.99% to an amount up to approximately 21% of undiluted share capital in Cobre. RG 111 specifically differentiates between control and non-control transactions in providing guidance on the type of analysis to complete. RG 111 suggests that where the transaction is a control transaction the expert should focus on the substance of the control transaction rather than the legal mechanism to affect it. In our opinion the Proposed Transaction is a control transaction as defined by RG 111 and we have assessed the Proposed Transaction by considering whether, in our opinion, it is fair and reasonable to the Non-Associated Shareholders.

Under RG 111, a transaction will be considered ‘fair’ if the value of the consideration to be received by shareholders is equal to or greater than the value of the shares that are the subject of the transaction. To assess whether a transaction is ‘reasonable’, an expert should examine other significant factors to which shareholders may give consideration prior to accepting or approving the transaction. This includes comparing the likely advantages and disadvantages if the transaction is approved with the position of shareholders if the transaction is not approved.

RG 111 states that a transaction is reasonable if it is fair. It might also be reasonable if, despite being ‘not fair’, the expert believes that there are sufficient reasons for security holders to accept an offer in the absence of a higher bid. Our assessment concludes by providing our opinion as to whether or not the Proposed Transaction is ‘fair and reasonable’. While all relevant issues need to be considered before drawing an overall conclusion, we assess the fairness and reasonableness issues separately for clarity.

We have assessed the fairness and reasonableness of the Proposed Transaction in Sections 2.2 and 2.3 below and provide an opinion on whether the Proposed Transaction is ‘fair and reasonable’ to the Non-Associated Shareholders in Section 2.4.

2.2 Assessment of Fairness

2.2.1 Basis of Assessment

RG 111 states that a transaction is fair if the value of the offer price or consideration is greater than the value of the securities subject to the offer. This comparison should be made assuming a knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm’s length. When considering the value of the securities subject of the offer in a control transaction, the expert should consider the value inclusive of a control premium and assume a 100% ownership interest.

Having regard to RG 111, in our view, it is appropriate to assess whether the Proposed Transaction is ‘fair’ by:

a) Determining the value of a Cobre share on a controlling interest basis prior to the Proposed Transaction;
b) Determining the value of a Cobre share on a minority interest basis after the Proposed Transaction; and
c) Comparing the value determined in a) above with the value of b) to determine if the Proposed Transaction is fair.

In accordance with the requirements of RG 111, the Proposed Transaction can be considered ‘fair’ to the Non-Associated Shareholders if the value determined in b) above is equal to or greater than the value determined in a) above.

2.2.2 Value of a Cobre Share Prior to the Proposed Transaction on a Controlling Interest Basis In our view, for the purposes of the analysis set out in this Report, it is appropriate to separately consider the following valuation ranges:

The valuation range derived from our Sum-of-the-Parts methodology of AUD0.046 to AUD0.060 per Cobre share on a controlling interest basis. In completing our Sum-of-the-Parts methodology, we have relied on the work of CSA Global Pty Ltd (‘CSA’) who we engaged to value Cobre’s and KML’s mineral rights and assets. The CSA Technical Expert’s Report dated 26 February 2020 (‘the CSA Report’) is attached as Appendix B to this Report. While CSA has provided us with

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

information which indicates they have the requisite experience to complete a technical valuation of Cobre’s mineral assets and we have critically analysed their work, we are not responsible for the CSA Report; and

The valuation range derived from our MBV methodology of AUD0.235 to AUD0.302 per Cobre share on a controlling interest basis. In completing our MBV, we have considered available share trading data in relation to Cobre shares that we considered relevant.

Our valuation of Cobre prior to the Proposed Transaction is set out in Section 9.0. In relation to our valuation, we note that Cobre is a company focused on exploration for copper targets. In our view, the value of such companies may increase or decrease materially over short time periods depending the results from exploration activities and prevailing copper prices, among other matters. The fluctuations in value are further exacerbated at the current time because of the market volatility and economic uncertainty caused by the COVID-19 outbreak.

2.2.3 Value of a Cobre Share After the Proposed Transaction on a Minority Interest Basis

The primary factors driving the change in our calculated valuation range, pre and post the Proposed Transaction, are:

The Addition of the 51% Ownership of KML: Following the Proposed Transaction, Cobre Kalahari will hold up to 51% of the issued share capital of KML (for the purposes of our valuation analysis we have assumed that the conditions will be met to enable Cobre Kalahari acquire a 51% interest);
Additional equity instruments: Following the Proposed Transaction, Cobre will have up to an additional 21.4 million ordinary shares on issue (for the purposes of our valuation analysis we have assumed that the conditions will be met for all 21.4 million shares to be issued); and
Minority interest: We have calculated the value of Cobre on a minority interest basis following the Proposed Transaction.

Our Sum-of-the-Parts valuation we have calculated following the Proposed Transaction, on a minority interest basis, is in the range of AUD0.039 to AUD0.063 per share. This valuation range is directly comparable to our Sum-of-the-Parts valuation referred to in Section 2.2.2 (AUD0.046 to AUD0.060) and relies on CSA’s valuation of Cobre’s and KML’s mineral rights and assets.

Our MBV following the Proposed Transaction, on a minority interest basis, is in the range of AUD0.182 to AUD0.224 per share. This valuation range is more comparable to the MBV methodology referred to in Section 2.2.2 (AUD0.235 to AUD0.302). However, the method of calculation is based on the Sum-of-the-Parts methodology. Essentially, for the MBV range, we have replaced CSA’s valuation of:

Cobre’s mineral rights and assets with the value implied by the MBV for the mineral rights and assets[1] ; and
KML’s mineral assets with the value implied by KML’s share allotment on 14 February 2020.

For ease of comparison, we have termed the value derived from this methodology as our MBV following the Proposed Transaction.

For completeness, we note that in the period of time from 24 August 2020 (first trading day after announcement date) to 26 February 2021, approximately 30.6 million Cobre shares have been traded on the Australian Securities Exchange (‘ASX’) and Chi-X Australia (‘CHIA’) (approximately 29.2% of the 104.52 million shares on issue) at a volume weighted average price of approximately AUD0.1888.

Our valuation of Cobre following the Proposed Transaction is set out in Section 10.0.

2.2.4 Assessment of the Fairness of the Proposed Transaction

In order to assess the fairness of the Proposed Transaction, in accordance with RG 111, it is appropriate to compare the value of a Cobre share prior to the Proposed Transaction on a controlling interest basis with the value of a share in Cobre on a minority basis assuming the Proposed Transaction is implemented.

Table 2.1 below summarises our assessment of the fairness of the Proposed Transaction.

Table 2.1: Assessment of the Fairness of the Proposed Transaction

	ABV Low ($/share) CSA Preferred1 ($/share) ABV High ($/share) MBV Low ($/share) MBV High ($/share)	ABV Low ($/share) CSA Preferred1 ($/share) ABV High ($/share) MBV Low ($/share) MBV High ($/share)	ABV Low ($/share) CSA Preferred1 ($/share) ABV High ($/share) MBV Low ($/share) MBV High ($/share)
Value of Cobre share Pre-Transaction (controlling interest basis)
	0.046 0.053 0.060 0.235 0.302

Value of Cobre share Post-Transaction (minority interest basis)
	0.039 0.052 0.063 0.182 0.224

Source: BDOCF analysis

1 CSA preferred value refers to the value we have calculated by adopting CSA’s preferred value for the mining interests of Cobre and KML in our ABV.

1 To do this we have calculated the equity value of Cobre as a whole based on the MBV and subtracted the value of Cobre’s non mineral related identifiable assets and liabilities with the residual being attributed to Cobre’s mineral rights and assets.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Figure 2.1 summarises our assessment of the fairness of the Proposed Transaction, setting out a graphical comparison of our valuation of a Cobre shares prior to the Proposed Transaction on a controlling interest basis and our valuation of a share in Cobre on a minority basis post the Proposed Transaction.

Figure 2.1: Fairness of the Proposed Transaction

==> picture [500 x 173] intentionally omitted <==

----- Start of picture text -----

Value of Cobre share Pre-Transaction
(controlling interest basis) - MBV
Value of Cobre share Post-Transaction
(minority interest basis) - MBV
Value of Cobre share Pre-Transaction
(controlling interest basis) - ABV
Value of Cobre share Post-Transaction
(minority interest basis) - ABV
0.030 0.080 0.130 0.180 0.230 0.280 0.330
A($)/Share
----- End of picture text -----

Source: BDOCF Analysis

With reference to Table 2.1 and Figure 2.1, we note:

We consider the MBV valuation ranges directly comparable to each other and the ABV valuation ranges directly comparable to each other. There is a downward shift in the valuation range post the Proposed Transaction of both the MBV comparison and the ABV comparison;
The high end of the value range post the Proposed Transaction (on a minority interest basis) is less than the high end of the value range (on a control basis) prior to the Proposed Transaction for the MBV methodology;
The high end of the value range post the Proposed Transaction (on a minority interest basis) is higher than the high end of the value range (on a control basis) prior to the Proposed Transaction for the ABV methodology;
The low end of the value range after the Proposed Transaction (on a minority interest basis) is less than the low end of the value range (on a control basis) prior to the Proposed Transaction in both comparisons; and
The red line in Figure 2.1 represents the value based on CSA’s preferred value and the movement in the red line shows a decrease in the preferred value post the Proposed Transaction.

After considering the information summarised above and set out in detail in the balance of this Report, it is our view that, in the absence of any other information, the Proposed Transaction is Not Fair to the Non-Associated Shareholders as at the date of this Report.

2.3 Assessment of Reasonableness

2.3.1 Basis of Assessment

Under RG 111, a transaction is considered reasonable if it is fair. It may also be reasonable, despite not being fair, if after considering other significant factors, the interests of the shareholders are reasonably balanced.

In addition to our fairness assessment set out in Section 2.2 above, to assess whether the Proposed Transaction is ‘reasonable’ we consider it appropriate to examine other significant factors to which the Non-Associated Shareholders may give consideration prior to forming a view on whether to vote in favour of or against the Proposed Transaction. This includes comparing the likely advantages and disadvantages of approving the Proposed Transaction with the position of a Non-Associated Shareholder if the Proposed Transaction is not approved, as well as a consideration of other significant factors.

Our assessment of the reasonableness of the Proposed Transaction is set out as follows:

Section 2.3.2 sets out the potential advantages and disadvantages of the Proposed Transaction to the Non-Associated Shareholders;
Section 2.3.3 sets out the position of the Non-Associated Shareholders if the Proposed Transaction is not approved;
Section 2.3.4 sets out for completeness the comparison assuming a minority interest pre and post the Proposed Transaction; and
Section 2.3.5 provides our opinion on the reasonableness of the Proposed Transaction to the Non-Associated Shareholders.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

2.3.2 Potential Advantages and Disadvantages of the Proposed Transaction

Table 2.2 below outlines the potential advantages of the Proposed Transaction.

Table 2.2: Potential Advantages of the Proposed Transaction

Advantage	Explanation
Geographical and project	If the Proposed Transaction is approved, the Non-Associated Shareholders will have
diversification	exposure to a portfolio of exploration projects in Botswana providing geographical
	diversification(relative to the current Australia focusedportfolio).
Degree of control of KML	If the Proposed Transaction is approved, Cobre Kalahari will hold an interest of 51% in
	KML assuming that change in control approval (‘the Change of Control Approval’) is
	obtained from the Minister of Mineral, Energy and Water Resources of the Republic of
	Botswana (and 49.99% if the Change in Control Approval is not obtained).
	In addition to this, Cobre will nominate two directors to a four member KML Board of
	Directors. One of Cobre’s nominee directors will act as Chairman (Martin Holland initially)
	for all board meetings and will have a casting vote in the event of an even vote on certain
	matters. The casting vote will not apply in circumstances where at least 75% of votes cast
	are required or if a unanimous vote is required.
A largely unchanged level of	If the Proposed Transaction is approved, MTR’s relevant interest in Cobre is expected to
control in Cobre for MTR	increase from its existing level of 19.99% to a maximum of approximately 21% of
	undiluted share capital in Cobre. This level of relevant interest is not sufficient to block a
	special resolution which requires a 25% dissenting vote.
	For completeness we note that Cobre shareholders other than MTR currently hold
	approximately 80.0% of the Company and that this will be diluted down to 66.4% as a
	result of the shares issued to the seven KML vendors under the Proposed Transaction (of
	which MTR is just one). We have been provided no information to suggest that the seven
	KML vendors will vote as a single block on resolutions put forward by Cobre. The seven
	KML vendors will hold a total of approximately 33.6% of Cobre shares upon completion of
	the Proposed Transaction.
The Proposed Transaction is	The Proposed Transaction enables the acquisition of a 51% interest in KML to be
completed with scrip	completed using Cobre shares and does not require a cash outlay or capital raising by
consideration	Cobre for the Proposed Transaction to proceed. This enables Cobre to retain its existing
	cash balances for the purposes of funding exploration and other operational activities
	related to its tenements.
	For completeness, we note that capital raisings are often undertaken at a discount to
	recent share trading prices.

Source: BDOCF analysis

Table 2.3 below outlines the potential disadvantages of the Proposed Transaction.

Table 2.3: Potential Disadvantages of the Proposed Transaction

Disadvantage	Explanation

Not Fair Transaction	As set out in Section 2.2 above, the Proposed Transaction is not fair to the Non-Associated
	Shareholders as at the date of this Report.
Dilution of existing	The issuance of shares in relation to the Proposed Transaction will have a dilutive effect on
shareholders’ interests	the interest held by Non-Associated Shareholders in existing assets. To the extent that a
	shareholder viewed the existing asset portfolio more favourably than those of KML, this may
	be a disadvantage.
Future funding obligations	Under the terms of the Proposed Transaction, Cobre Kalahari is obligated to provide funding
	to KML over the next two years. Cobre Kalahari and MTR (the only two KML shareholders
	following the Proposed Transaction) must provide contributions proportionate to their
	respective shareholding percentage towards an aggregate amount of AUD2,500,000 in the
	first year and an aggregate amount of AUD1,000,000 in the second year.
	To some extent, Cobre is committing to future expenditure on the KML assets which may
	make less capital available for other assets theyhold or other opportunities that arise.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Disadvantage	Explanation

Unknown amount of	As set out in Section 4.1.3, as part of the Proposed Transaction, Cobre has entered into a
additional consideration	Deferred Consideration Deed whereby MTR and Cobre must each satisfy a portion of the
payable under the Deferred	obligation to pay a discovery bonus on the tenements with prospecting license number
Consideration Deed	342/2016, 343/2016, 070/2017, 071/2017 and 072/2017 (‘Kitlanya tenements’) by either
	electing to pay its relevant proportion of the discovery bonus in cash or to issue shares in
	itself (subject to a cap so that party receiving the shares will not hold more than 19.99%
	shares in Cobre, with any value above this cap to be settled in cash).
	The amount of the bonus will be calculated with reference to the volume of the copper
	contained in a maiden JORC Resource Declaration on any Kitlanya tenements at a price of
	USD5.00 per tonne of in-situ copper.
	As the Kitlanya tenements are at an early exploration stage, the economic viability of these
	tenements is unknown and significant work must be undertaken prior to declaration of any
	maiden JORC compliant mineral resource. While the likelihood and magnitude of the
	discovery bonus is currently uncertain, a material contingent liability may be crystallised if
	exploration of these tenements is successful (although we would also expect this to be more
	than offset by a corresponding increase in the value of the tenements from the maiden JORC
	Resource Declaration).
Quality of the KML financial	The financial due diligence report obtained by Cobre made a number of recommendations on
information obtained	information to obtain that was ultimately not available. To mitigate the risk from
	unavailable financial information, Cobre have included a number of warranties in the
	transaction documents for the Proposed Transaction (‘the Transaction Documents’) and have
	also incorporated a mechanism whereby they are able to, in certain circumstances, sell
	escrowed Cobre shares issued to the vendors to meet amounts owing under the warranties in
	the Transaction Documents.
Foreign jurisdiction risks	If the Proposed Transaction is approved, Cobre shareholders will have an interest in assets in
	Botswana and will therefore be exposed to the risks of operating in a foreign country. These
	risks include:
	Currency risk: operational expenditures on Botswana projects will be incurred in a range of
	currencies including US Dollars, British Pound, and Botswana Pula, and therefore any
	fluctuations in the corresponding Australian Dollar exchange rates will impact the results of
	Cobre2;2;
	Economic risk: emerging markets such as Botswana are often subject to greater economic
	instability and risks than more mature economies; and
	Geopolitical climate risks: the political climate in Botswana is considered relatively stable
	and is generally held to offer a favourable outlook for foreign investments. There is no
	guarantee this will remain the case in the future and any change in the political or economic
	climate orgoverninglegislation maynegativelyimpact the results of Cobre.

Source: BDOCF analysis

2.3.3 Position of the Non-Associated Shareholders if the Proposed Transaction is Not Approved

Table 2.4 below outlines the potential position of the Non-Associated Shareholders if the Proposed Transaction is not approved.

Table 2.4: Position of the Non-Associated Shareholders if the Proposed Transaction is Not Approved

Position of the Non-Associated	Explanation
Shareholders
No Change to Cobre	If the Proposed Transaction is not approved, the KML vendors will not be issued with
shareholding as a result of the	additional shares and the Non-Associated Shareholders will not be diluted. Shareholders will
Proposed Transaction	continue to be exposed to the risks and opportunities associated with the ownership of
	Cobre shares as theywereprior to the Proposed Transaction.
Cobre will progress its	If the Proposed Transaction does not proceed, the Directors of Cobre have advised that the
exploration activities in its	Company will continue to progress its exploration and evaluation of the assets owned by
existing projects	Toucan Gold Pty Ltd and will continue to earn in to the Sandiman project in Western
	Australia.
No exposure to a foreign	If the Proposed Transaction is not approved, Cobre shareholders will not be exposed to the
jurisdiction	risks and rewards of operating in a foreign country and the Company can continue to focus
	on advancingits current explorationprojects in Western Australia.

2 Cobre targets copper discoveries. Copper is typically priced in United States dollars so there is inherent exchange rate risk in existing assets. However, Cobre currently incurs costs and receives no copper revenues. Its costs in its Australian operations are generally in Australian Dollars. KML incurs costs predominately in currencies which are not in Australian dollars.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Position of the Non-Associated Explanation Shareholders

Non-recoverable costs	Cobre has incurred costs in relation to the Proposed Transaction. Cobre will not be able to recover the costs that it has incurred in relation to the Proposed Transaction irrespective of whether or not the Proposed Transaction is approved.

Source: BDOCF analysis

2.3.4 Other Considerations - Comparison Assuming a Minority Interest Pre and Post the Proposed Transaction

Prior to the Proposed Transaction, individual Cobre shareholders could reasonably be considered to be minority shareholders of Cobre. If the Proposed Transaction is approved, individual Cobre shareholders will remain minority shareholders in the Company. MTR is the largest Cobre shareholder and its interest in Cobre will increase from 19.99% to a maximum of 21.0% of undiluted share capital in Cobre under the Proposed Transaction.

For the purpose of the analysis set out in this Report, we have also compared the value of a Cobre share post the Proposed Transaction on a minority interest basis with the value of a Cobre share prior to the Proposed Transaction on a minority interest basis in Table 2.5 below. Non-Associated Shareholders should note that this comparison does not form part of our fairness assessment.

Table 2.5: Comparison of the Value of a Cobre Share on a Minority Interest Basis Prior to and Post the Proposed Transaction

	ABV Low ($/share) CSA Preferred1 ($/share) ABV High ($/share)
		MBV Low MBV High
		($/share) ($/share)


Value of Cobre share Pre-Transaction(minorityinterest basis)	0.035 0.041 0.046	0.181 0.233
Value of Cobre share Post-Transaction (minority interest	0.039 0.051 0.063	0.182 0.224
basis)
Source: BDOCF analysis 1 CSA Preferred value refers to the value we have calculated by adopting CSA’s Preferred value for the mining interests of Cobre and KML.

Figure 2.2 below sets out a graphical comparison of our valuation of a Cobre share prior to the Proposed Transaction on a minority interest basis and our valuation of a share in Cobre on a minority basis following the Proposed Transaction.

Figure 2.2: Comparison of the Value of a Cobre Share on a Minority Interest Basis Prior to and Post the Proposed Transaction

==> picture [502 x 172] intentionally omitted <==

----- Start of picture text -----

Value of Cobre share Pre-Transaction
(minority interest basis) - MBV
Value of Cobre share Post-Transaction
(minority interest basis) - MBV
Value of Cobre share Pre-Transaction
(minority interest basis) - ABV
Value of Cobre share Post-Transaction
(minority interest basis) - ABV
0.030 0.080 0.130 0.180 0.230 0.280
A($)/Share
----- End of picture text -----

Source: BDOCF analysis

With reference to Table 2.5 and Figure 2.2 , we note that when a comparison of the value of a Cobre share is completed on a minority interest basis, both prior to and post the Proposed Transaction, there is an upward shift in the ABV value range and each of the low, high and CSA preferred values are higher under the post valuation relative to the pre valuation.

2.3.5 Assessment of the Reasonableness of the Proposed Transaction

In our opinion, after considering all of the issues set out in this Report, it is our view that, in the absence of any other information or a superior proposal, the Proposed Transaction is Reasonable to the Non-Associated Shareholders as at the date of this Report.

2.4 Our Opinion

After considering the above assessments, it is our view that, in the absence of any other information or a superior proposal, the Proposed Transaction is Not Fair but Reasonable to the Non-Associated Shareholders as at the date of this Report.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Before forming a view on whether to vote in favour of or against the Proposed Transaction, we strongly recommend NonAssociated Shareholders:

Have regard to the information set out in the balance of this Report, including the Important Information set out in Section 3.0;
Consult their own professional advisers; and
Consider their specific circumstances.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

3.0 Important Information

3.1 Read this Report, and Other Documentation, in Full

This Report, including Part I, Part II and the appendices, should be read in full to obtain a comprehensive understanding of the purpose, scope, basis of evaluation, limitations, information relied upon, analysis, assumptions underpinning our work and our findings.

Other information provided to the Non-Associated Shareholders in conjunction with this Report should also be read in full, including the Notice of Meeting.

3.2 Shareholders’ Individual Circumstances

Our analysis has been completed and our conclusions expressed at an aggregate level having regard to the Non-Associated Shareholders as a whole. BDOCF has not considered the impact of the Proposed Transaction on the particular circumstances of individual Non-Associated Shareholders. Individual Non-Associated Shareholders may place a different emphasis on certain elements of the Proposed Transaction relative to the emphasis placed in this Report. Accordingly, individual Non-Associated Shareholders may reach different conclusions as to whether or not the Proposed Transaction is fair and reasonable in their individual circumstances.

The decision of an individual Non-Associated Shareholder to vote in favour of or against the Proposed Transaction is likely to be influenced by their particular circumstances and accordingly, Non-Associated Shareholders are advised to consider their own circumstances and seek their own independent advice.

Voting in favour of or against the Proposed Transaction is a matter for individual Non-Associated Shareholders based on their expectations as to the expected value, future prospects and market conditions together with their particular circumstances, including risk profile, liquidity preference, portfolio strategy and tax position. Non-Associated Shareholders should carefully consider the Notice of Meeting. Non-Associated Shareholders who are in doubt as to the action they should take in relation to the Proposed Transaction should consult their professional adviser.

With respect to taxation implications of the Proposed Transaction, it is strongly recommended that Non-Associated Shareholders obtain their own taxation advice, tailored to their own particular circumstances.

3.3 Scope

In this Report we provide our opinion on whether or not the Proposed Transaction is fair and reasonable to the NonAssociated Shareholders.

This Report has been prepared at the request of the Non-Associated Directors for the sole benefit of the Non-Associated Shareholders, to assist them in their decision to vote in favour of or against the Proposed Transaction. This Report is to accompany the Notice of Meeting to be sent to the shareholders to consider the Proposed Transaction and was not prepared for any other purpose. Accordingly, this Report and the information contained herein may not be relied upon by anyone other than the Non-Associated Directors and the Non-Associated Shareholders without our written consent. We accept no responsibility to any person other than the Non-Associated Directors and the Non-Associated Shareholders in relation to this Report.

This Report should not be used for any other purpose and we do not accept any responsibility for its use outside this purpose. Except in accordance with the stated purpose, no extract, quote or copy of this Report, in whole or in part, should be reproduced without our written consent, as to the form and context in which it may appear.

We have consented to the inclusion of this Report with the Notice of Meeting. Apart from this Report, we are not responsible for the contents of the Notice of Meeting or any other document associated with the Proposed Transaction. We acknowledge that this Report may be lodged with regulatory authorities to obtain the relevant approvals prior to it being made available to the Non-Associated Shareholders.

The scope of procedures we have undertaken has been limited to those procedures required in order to form our opinion. Our procedures did not include verification work nor did they constitute an audit or assurance engagement in accordance with Australian Auditing and Assurance Standards. In preparing this Report we considered a range of matters, including the necessary legal requirements and guidance of the Act, the Corporation Regulations 2001 (‘the Regulations’), the regulatory guides (‘RGs’) published by the Australian Securities and Investments Commission (‘ASIC’).

In forming our opinion, we have made certain assumptions and outline these in this Report including:

We have performed our analysis on the basis that the conditions precedent to the Proposed Transaction are satisfied;
That matters such as title to all relevant assets, compliance with laws and regulations and contracts in place are in good standing, and will remain so, and that there are no material legal proceedings, other than those publically disclosed;
All information which is material to the Non-Associated Shareholders decision on the Proposed Transaction has been provided and is complete, accurate and fairly presented in all material respects;
If the Proposed Transaction is approved, it will be implemented in accordance with the stated terms;
The legal mechanism to implement the Proposed Transaction is correct and effective;

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

There are no undue changes to the terms and conditions of the Proposed Transaction, or complex issues unknown to us; and
Other assumptions, as outlined in this Report.

In this Report we have not provided any taxation, legal or other advice of a similar nature in relation to the Proposed Transaction. Cobre has engaged other advisers in relation to those matters.

Cobre has acknowledged that the Company’s engagement of BDOCF is as an independent contractor and not in any other capacity including a fiduciary capacity.

The statements and opinions contained in this Report are given in good faith and are based upon our consideration and assessment of information provided by Cobre’s board of directors (‘the Board’), executives and management of all the entities.

3.4 Purpose of this Report

An independent expert, in certain circumstances, must be appointed to meet the requirements set out in the Act, the Regulations, the RGs and in some cases the listing requirements of the relevant exchanges. Relevant requirements having regard to the Proposed Transaction and this Report have been set out in Sections 3.4.1 and 3.4.2 below.

3.4.1 Requirements of the Corporations Acts

Section 606 of the Act states that, subject to the exceptions set out in section 611, a ‘relevant interest’ in issued voting shares in a company, that is registered under the Act, cannot be increased from 20% or below to more than 20%, or increasing from a starting point that is above 20% and below 90%. A ‘relevant interest’ is broadly defined as an interest giving the holder the power to control the right to vote or dispose of shares, and includes the interest held by associates and other related parties.

If the Proposed Transaction is approved, MTR’s relevant interest in Cobre will increase above the 20% threshold as MTR will be issued approximately 5.55 million fully paid ordinary Cobre shares. Following the Proposed Transaction, MTR’s relevant interest in Cobre will increase from approximately 19.99% to 21%.

An exemption from section 606 is required under item 7 of section 611 of Act for this to occur.

Item 7 of section 611 allows a party to gain a relevant interest in shares of a public company that would otherwise be prohibited under subsection 606(2) of the Act if the Proposed Transaction is approved in advance by a resolution passed at a general meeting of the company, and:

No votes are cast in favour of the resolution by any party who is associated with the party acquiring the shares, or by the party acquiring the shares; and
There was full disclosure of all information known by both the party proposing to make the acquisition, their associates and the company in relation to the transaction which was material to a decision on how to vote on the resolution.

ASIC RG 74: Acquisitions approved by members states that the obligation to supply shareholders with all material information can be satisfied by the non-associated directors of Cobre by either:

Undertaking a detailed examination of the Proposed Transaction themselves, if they consider that they have sufficient expertise; or
Commissioning an independent expert’s report.

We have been requested to prepare this independent expert’s report to provide additional information to the NonAssociated Shareholders to assist them to form a view on whether to vote in favour of or against the Proposed Transaction.

3.4.2 Listing Requirements

ASX Listing Rule 10.1 states that an entity must ensure that neither it, nor any of its subsidiaries, acquires a substantial asset from, or disposes of a substantial asset to, a substantial holder or a related party without the approval of nonassociated shareholders.

ASX Listing Rule 10.1 defines a ‘substantial holder’ as a person (or persons) who have a relevant interest, or had a relevant interest at any time in the 6 months before the transaction, in at least 10% of the total votes attached to the voting securities. MTR currently holds a total of 19.99% of the ordinary shares on issue in Cobre. Accordingly, MTR is deemed to be a ‘substantial holder’ of Cobre.

ASX Listing Rule 10.2 defines an asset as substantial if its value or the consideration for it is, or in ASX’s opinion is, 5% or more of the value of the equity interests of the entity, as set out in the latest accounts given to the ASX in accordance with the ASX listing rules (‘Substantial Asset’). The Board believes that the shares to be issued to MTR under the Proposed Transaction represent a "substantial asset" for the purposes of Listing Rule 10.1.

Having regard to the above, the Proposed Transaction represents the disposal of a substantial asset to a substantial holder. Cobre is therefore required to obtain the approval of holders of Cobre’s ordinary securities whose votes are not to be disregarded (i.e. the Non-Associated Shareholders) under ASX Listing Rule 10.1. Cobre must also include a report from an independent expert on the Proposed Transaction in the Notice of Meeting to be sent to Cobre shareholders under ASX

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Listing Rule 10.5.10. This Report has been prepared to assist Cobre to comply with the requirement under ASX Listing Rule 10.5.10 to provide an independent expert’s report to the shareholders of Cobre in relation to the Proposed Transaction.

3.5 Current Market Conditions

Our opinion and the analysis set out in this Report is based on economic, market and other conditions prevailing at the date of this Report. Such conditions can change significantly over relatively short periods of time and may have a material impact on the results presented in this Report and result in any valuation or other opinion becoming quickly outdated and in need of revision (particularly as the full impact of the COVID-19 outbreak continues to evolve as at the date of this Report).

In circumstances where we become aware of and believe that a change in these conditions, prior to the Meeting, results in a material statement in this Report becoming misleading, deceptive or resulting in a material change in valuation, we will provide supplementary disclosure to Cobre. BDOCF is not responsible for updating this Report following the Meeting or in the event that a change in prevailing circumstance does not meet the above conditions.

3.6 Reliance on Information

Cobre recognises and confirms that, in preparing this Report, except to the extent to which it is unreasonable to do so, BDOCF, BDO Services Pty Ltd or any of the partners, directors, agents or associates thereof (together ‘BDO Persons’), will be using and relying on publicly available information and on data, material and other information furnished to BDO Persons by Cobre, its management, and other parties, and may assume and rely upon the accuracy and completeness of, and is not assuming any responsibility for independent verification of, such publicly available information and the other information so furnished.

Unless the information we are provided suggests the contrary, we have assumed that the information provided was reliable, complete and not misleading, and material facts were not withheld. The information provided was evaluated through analysis and inquiry for the purpose of forming an opinion as to whether or not the Proposed Transaction is fair and reasonable.

We do not warrant that our inquiries have identified or verified all of the matters which an audit, extensive examination or due diligence investigation might disclose. In any event, an opinion as to whether a corporate transaction is fair and reasonable is in the nature of an overall opinion rather than an audit or detailed investigation.

Where we relied on the views and judgement of management, the information was evaluated through analysis and inquiry to the extent practical. Where we have relied on publicly available information, we have considered the source of the information and completed our own analysis to assist us to determine the reliability of the information. However, in many cases, the information we have relied on is often not capable of external verification or validation and on that basis we provide no opinion or assurance on the information.

The Non-Associated Directors represent and warrant to us, for the purpose of this Report, that all information and documents furnished by Cobre (either by Management directly or through their advisors) in connection or for use in the preparation of this Report do not contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein. We have received representations from the Non-Associated Directors in relation to the completeness and accuracy of the information provided to us for the purpose of this Report.

Under the terms of our engagement, Cobre has agreed to indemnify BDO Persons against any claim, liability, loss or expense, costs or damage, arising out of reliance on any information or documentation provided, which is false or misleading or omits any material particulars, or arising from failure to supply relevant documentation or information.

3.7 Glossary

Capitalised terms used in this Report have the meanings set out in the glossary. A glossary of terms used throughout this Report is set out immediately following the Table of Contents at the start of this Report.

All dollar (‘$’) references in this Report are in Australian dollars unless otherwise stated.

3.8 Sources of Information

This Report has been prepared using information obtained from sources including the following:

Cobre’s annual report for the year ended 30 June 2020;
Cobre’s management accounts for the period ended 31 December 2020;
Cobre ASX announcements;
CSA Independent Technical Specialist’s Report, dated 26 February 2020;
MTR Share Certificate in Cobre;
KML’s management accounts for the period ended 30 November 2020;
Cobre’s Farmin Agreement with GTTS Generations Pty Ltd;
Toucan Gold’s management accounts for the period ended 31 August 2020;
Share Purchase Agreement in relation to KML dated 15 December 2020;

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Notice of Meeting in relation to the Proposed Transaction dated 2 March 2021;
A final draft of the Deferred Consideration Deed to be executed on completion of the Proposed Transaction;
Capital IQ;
MergerMarket;
Other research publications and publicly available data as sourced throughout this Report; and
Discussions and correspondence with Cobre management and their advisers.

3.9 APES 225 Valuation Services

This assignment is a Valuation Engagement as defined by Accounting Professional & Ethical Standards Board professional standard APES 225 Valuation Services (‘APES 225’). A Valuation Engagement is defined by APES 225 as ‘an Engagement or Assignment to perform a Valuation and provide a Valuation Report where the Valuer is free to employ the Valuation Approaches, Valuation Methods, and Valuation Procedures that a reasonable and informed third party would perform taking into consideration all the specific facts and circumstances of the Engagement or Assignment available to the Valuer at that time.’

This Valuation Engagement has been undertaken in accordance with the requirements set out in APES 225.

3.10 Forecast Information

Any forecast financial information referred to in this Report has originated from the Company’s management and is adopted by the Company’s directors in order to provide us with a guide to the potential financial performance of Cobre. There is a considerable degree of subjective judgement involved in preparing forecasts since they relate to event(s) and transaction(s) that have not yet occurred and may not occur. Actual results are likely to be different from the forecast financial information since anticipated event(s) or transaction(s) frequently do not occur as expected and the variation between actual results and those forecast may be material.

The directors’ best-estimate assumptions on which the forecast is based relate to future event(s) and/or transaction(s) that management expects to occur and actions that management expects to take and are also subject to uncertainties and contingencies, which are often outside the control of Cobre. Evidence may be available to support the directors’ bestestimate assumptions on which the forecast is based however, such evidence is generally future-oriented and therefore speculative in nature. In certain circumstances, we may adjust the forecast assumptions provided by management to complete our valuation work. In this instance, the forecasts we have adopted for our valuation work will not be the same as the forecasts provided by management.

BDOCF cannot and does not provide any assurance that any forecast is representative of results or outcomes that will actually be achieved. While we have considered the forecast information to the extent we considered necessary to complete the analysis set out in this Report, we have not been engaged to provide any form of assurance conclusion on any forecast information set out in this Report. We disclaim any assumption of responsibility for any reliance on this Report, or on any forecast to which it relates, for any purpose other than that for which it was prepared. We have assumed, and relied on representations from certain members of management, that all material information concerning the prospects and proposed operations of Cobre have been disclosed to us and that the information provided to us for the purpose of our work is true, complete and accurate in all respects. We have no reason to believe that those representations are false.

3.11 Qualifications

BDOCF has extensive experience in the provision of corporate finance advice, including takeovers, valuations and acquisitions. BDOCF holds an Australian Financial Services Licence issued by ASIC for preparing expert reports pursuant to the ASX Listing Rules of the ASX and the Act.

BDOCF and its related parties in Australia have a wide range of experience in transactions involving the advising, auditing or expert reporting on companies that have operations domestically and in foreign jurisdictions. BDO in Australia is a national association of separate partnerships and entities and is a member of the international BDO network of individual firms.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Mark Whittaker and Scott Birkett have prepared this Report with the assistance of staff members. Mr Whittaker, BCom (Hons), CA, CFA, and Mr Birkett, BCom/BBusMan, CFA, are directors of BDOCF. Both Mr Whittaker and Mr Birkett have extensive experience in corporate advice and the provision of valuation and professional services to a diverse range of clients, including large private, public and listed companies, financial institutions and professional organisations. Mr Whittaker and Mr Birkett are considered to have the appropriate experience and professional qualifications to provide the advice offered within this Report.

BDO Corporate Finance Ltd

==> picture [132 x 86] intentionally omitted <==

Mark Whittaker Director

==> picture [161 x 77] intentionally omitted <==

Scott Birkett Director

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

PART II: INFORMATION SUPPORTING OUR OPINION ON THE PROPOSED TRANSACTION

4.0 Overview of the Proposed Transaction

This section sets out an overview of the Proposed Transaction and is structured as follows:

Section 4.1 summarises the Proposed Transaction and its key terms;
Section 4.2 describes the key parties involved in the Proposed Transaction;
Section 4.3 summarises the Cobre directors’ (‘Directors’) strategic rationale for the Proposed Transaction.

This section is a summary only and should not be treated as a complete description of the Proposed Transaction. The NonAssociated Shareholders should refer to the Notice of Meeting for detailed and additional information relating to the Proposed Transaction and the key parties involved.

4.1 Summary of the Proposed Transaction

4.1.1 Overview of the Proposed Transaction

On 24 August 2020, Cobre announced on the ASX that it had entered into binding Heads of Agreement (‘HOA’ or ‘Agreement’) for the proposed scrip-based acquisition of KML. Since then, Cobre has entered into a share purchase agreement dated 15 December 2020 (‘SPA’) to acquire KML with assumed implementation and execution to occur on or before 30 April 2021 (‘Completion’). Key terms of the Proposed Transaction include:

Cobre Kalahari will initially acquire a 49.99% interest in KML, and subject to obtaining change in control approval (‘the Change of Control Approval’) from the Minister of Mineral, Energy and Water Resources of the Republic of Botswana, will increase its shareholding in KML to 51% immediately thereafter. MTR will be the only other shareholder of KML following completion of the Proposed Transaction;
Cobre will issue the seven KML vendors approximately 21.4 million Cobre shares collectively. MTR is the largest KML shareholder and its interest in KML will reduce from approximately 62.2% to an amount not less than 49.0%. Table 4.1 sets out the number of shares to be received by MTR (the largest KML shareholder) and the remaining KML shareholders along with each KML shareholder’s relevant interest in Cobre following the Proposed Transaction;
The approximate 21.4 million Cobre shares to be received as consideration under the Proposed Transaction are proposed to be escrowed until 31 January 2022. In the case of MTR's escrowed shares, the escrowed period will be 12 months from the date of Completion (or if the escrowed shares are issued later, their date of issue). In the case of the escrowed shares issued to each KML vendor other than MTR, the escrowed period will commence on Completion and continue until 31 January 2022;
MTR, Cobre Kalahari, Cobre and KML have agreed to enter into a new shareholders deed (effective on Completion) in respect of KML to provide for, amongst other things, the governance and continued funding of the exploration activities in the Kalahari Copper Belt.

Table 4.1 details the change in capital structure from pre to post transaction.

Table 4.1: Indicative Capital Structure Following the Proposed Transaction

	Prior to the	Prior to the		On Completion of the	On Completion of the
			Movement from
	Proposed Transaction		the Proposed	Proposed Transaction
	Pre	%	Transaction1	Post	%
MTR	20,900,000 20.0% 5,552,3312 26,452,331 21.0%
Other KML shareholders	-	0.0% 15,892,251 15,892,251 12.6%
Other Existing Cobre shareholders	83,620,688 80.0% -			83,620,688 66.4%
Total	104,520,688 100.0% 21,444,582 125,965,270 100.0%

Source: SPA, BDOCF Analysis

1 Does not include any shares that may be issued to Resource Exploration & Development Limited (an existing KML shareholder) by Cobre to satisfy its obligations under the Deferred Consideration Deed.
2 Includes the 5,106,963 shares to be issued to Cobre in return for the 49.99% interest in KML and (assuming change in control approval is obtained from the Minister of Mineral, Energy and Water Resources of the Republic of Botswana) the additional 445,368 shares to be issued to Cobre to increase its interest to 51%.

We recommend that Non-Associated Shareholders consider all requirements of the Proposed Transaction set out in the Notice of the Meeting.

In addition to the matters set out above, other terms of the Proposed Transaction include:

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Cash Balance: Upon Completion, assumed on or before 30 April 2021, there will be a cash balance of no less than USD285,000 (‘Cash Balance’) that is either held by KML or available to KML from MTR to settle on behalf of KML any invoices received and payable by KML to the extent such invoices relate to matters included in any quarterly budget which has been approved by MTR pursuant to the Investment Agreement between MTR and KML dated 31 May 2019.
Cash Balance Expenditure Prior to Completion: Prior to Completion, the cash held by KML as of 24 August 2020 must be used exclusively for exploration and drilling purposes, payments relating to existing contractual obligations and costs and advisors fees pertaining to the Proposed Transaction.
Cash Balance Expenditure Post Completion: Following Completion, the new shareholders deed stipulates that the Cash Balance will only be used by KML for the exclusive purpose of exploration expenditure in relation to current and pending licenses currently held by KML as approved by Cobre.
Board: Following Completion, all parties agree that MTR and Cobre will each appoint two nominee directors to the KML board. One Cobre board member will act as chairman for all board meetings and hold the right to a casting vote given the event of a deadlock. The casting vote will not apply in circumstances where at least 75% of votes cast are required or if a unanimous vote is required.
Initial Funding Period: On a quarterly basis Cobre and MTR will agree to a budget that aggregates to a maximum of AUD3,500,000 during the initial funding period. If an agreement fails to occur the quarterly budget will be set to AUD625,000 for the first year and AUD250,000 in the second year. Cobre and MTR will contribute proportionate to their respective shareholding percentage.
Warranties: The vendors of KML have provided a number of warranties, including in relation to the quality of the financial information provided for KML and its subsidiary, Kitlanya (Pty) Ltd (‘Kitlanya’).
Satisfaction of claims: The SPA includes certain provisions which, generally speaking, enable claims against the vendors to be satisfied either through a cash payment by a vendor and/or enabling Cobre to direct a vendor to sell the shares issued to it as consideration or complete a selected buyback in relation to those shares, in each case subject to various conditions.
KML Financial Statements: Going forward KML’s financial statements will be audited.

The SPA is subject to regulatory approvals as well as the conditions precedents. Shareholders should refer to the Notice of Meeting for more information regarding the Proposed Transaction.

4.1.2 Conditions of the SPA

The material terms of the SPA are summarised in the Notice of Meeting. The key conditions precedent that must be satisfied (or waived) in order for the Proposed Transaction to proceed are:

The passing at the Meeting of resolutions to authorise Cobre to complete the Proposed Transaction in compliance with its constitution, the Act and the ASX Listing Rules;
Receipt by MTR of a no objection notification from the Treasurer in Australia under the Foreign Acquisitions and Takeovers Act 1975 (Cth) in respect of its acquisition of an increased interest in Cobre as a result of the issuance of the Cobre shares under the Proposed Transactions (we understand that MTR has advised Cobre that this condition had been satisfied); and
The Change of Control Approval. The parties have agreed that if all the conditions have been satisfied (or waived) and the only condition outstanding is the Change of Control Approval, then the parties may proceed to completion in respect of Cobre Kalahari's acquisition of 49.99% interest in KML.

4.1.3 Deferred Consideration Deed

Resource Exploration & Development Limited (‘RED’) is a metal exploration investment vehicle in the care of Adansonia Management Services Limited incorporated in Mauritius. RED is one of the seven KML vendors.

RED and KML are parties to a share purchase agreement dated 9 April 2019 in respect of KML's acquisition of Kitlanya. Kitlanya is the holder of a number of prospecting licences in Botswana.

Originally under this arrangement, following a maiden JORC Resource Declaration in respect of certain prospecting licences (‘Kitlanya tenements’), RED was entitled to a discovery bonus that may have been satisfied by way of an issue of KML shares to it.

The parties have agreed to amend that arrangement, pursuant to the Deferred Consideration Deed, so that MTR and Cobre (in place of KML) must each satisfy a portion of the obligation to pay RED the discovery bonus by either electing to pay its relevant proportion of the discovery bonus in cash or to issue shares in itself to RED (subject to a cap so that RED will not hold more than 19.99% shares in Cobre). The amount of the bonus will be calculated with reference to the volume of the copper contained in the JORC Resource Declaration at a price of USD5.00 per tonne of such copper.

The amount of Cobre shares that may be issued to RED will be determined by dividing Cobre's relevant proportion of the discovery bonus by the volume weighted average market price (as that term is defined in the ASX Listing Rules) of an ordinary share in the capital of Cobre on the ASX over the 10 trading day period immediately following the date of JORC Declaration.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

If Cobre elects to satisfy its liability to RED by issuing shares in itself to RED, completion of that issue will be conditional on approval by Cobre's shareholders, receipt of any other regulatory and ASX Listing Rules approvals necessary to complete the issue and, if required by RED , approval by the Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cth).

4.1.4 Post Transaction Structure

Figure 4.1 below summarises Cobre’s post transaction structure.

Figure 4.1: Post Transaction Structure

==> picture [498 x 214] intentionally omitted <==

----- Start of picture text -----

Cobre Limited (Cobre)
100% 100%
Sandiman Project (Option
Toucan Gold Pty Ltd Cobre Kalahari Pty Ltd
to Earn in)
Up to 51%
Kalahari Metals Limited
Perrinvale Project
(KML)
51% 100%
Triprop Holdings Pty Ltd Kitlanya (Pty) Ltd
(Triprop) (Kitlanya)
Source: BDOCF Analysis
----- End of picture text -----

4.2 Description of MTR

4.2.1 Overview

MTR is increasing its relevant interest in Cobre and will also have an interest no less than 49% in KML.

MTR was incorporated in 2001 and is headquartered in London, the United Kingdom.

MTR holds direct equity investments in various United Kingdom alternative investment market (‘AIM’) resource companies. The metal projects are primarily by way of joint venture arrangements and include exploration interests in gold, copper, tungsten, silver, lead, and zinc resources, as well as base and precious metals. The company holds core deposits in Botswana, Spain and Thailand. Its Asset Trading division encompasses the company's equity, warrant and royalty trading.

Through the on-market portfolio, MTR holds a range of London Stock Exchange AIM resource company shares, and is researching opportunities in the Australian Securities Exchange (‘ASX’) markets and Toronto Stock Exchange (‘TSX’).

4.2.2 Historical Financial Information of MTR

The consolidated statement of comprehensive income for the 12 months ended 31 December 2017, 2018 and 2019 are summarised in Table 4.2 below.

Table 4.2: MTR Consolidated Statement of Comprehensive Income

	31 December 31 December 31 December	31 December 31 December 31 December
	2019 (GBP) 2018 (GBP) 2017 (GBP)
Total Revenue	7,778 (624) 5,437
Total Operating Expense	(3,380) (3,647) (4,927)
Operating Income	4,398 (4,271) 510
Net finance income	74 313 (163)
Profit/(Loss) for the Year Before Taxation	4,472 (3,958) 347
Tax on profit/(loss) on ordinary activities	-	545 (545)
Profit/(Loss) on Ordinary Activities after Taxation Other Comprehensive Income
	4,472 (3,413) (198)

Source: MTR Annual Report 2018 and 2019

The balance sheet of MTR as at 31 December 2017, 2018 and 2019 are summarised in Table 4.3 below.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Table 4.3: Summarised MTR Balance Sheet


Cash and cash equivalents	5,007 1,859 2,845
Current Assets	18,527 12,418 10,544
Non-Current Assets	9,655 5,159 3,589
Total Assets	33,189 19,436 16,978
Current Liabilities	1,800 360 774
Non-Current Liabilities	4,452 125 761
Total Liabilities	6,252 485 1,535
Net Assets	26,937 18,951 15,443

Source: MTR Annual Report 2018 and 2019

4.3 Strategic Rationale for the Proposed Transaction

We are instructed that the Non-Associated Directors view on the strategic rationale for the Proposed Transaction includes:

Providing Cobre shareholders exposure to a diversified portfolio of exploration assets across favourable mining jurisdictions in Australian and Botswana; and
The current Australian project has high grade VMS copper results and potential whilst the Kalahari copper belt in Botswana (i.e. the location of the KML assets) hosts sedimentary copper deposits. The Kalahari copper belt was rated the number one copper belt in the world by US geological survey3 to find undiscovered copper sediment-hosted copper deposits. The Kalahari copper belt is to become a producing copper belt in the next couple of years via Sandfire Resources Ltd (ASX:SFR) and Cupric Canyon Capital LLC which are both currently in development. The Non-Associated Directors are of the view that this will increase the strategic value of the copper belt and Cobre will hold 51% of KML, which is the second largest tenement holder in the Kalahari copper belt controlling 8,100km2 of tenements in the Kalahari copper belt, with 12 exploration licenses split into four different projects within the region (with approximately 6,650 km2 wholly controlled by KML and its subsidiaries, and 1,450 km2 held in the joint venture for Triprop in which KML holds a 51% interest).

3 Hammarstrom, J.M., Zientek, M.L., Parks, H.L., Dicken, C.L., and the U.S. Geological Survey Global Copper Mineral Resource Assessment Team, 2019, Assessment of undiscovered copper resources of the world, 2015 (ver.1.1, May 24, 2019): U.S. Geological Survey Scientific Investigations Report 2018–5160, 619 p. (including 3 chap., 3 app., glossary, and atlas of 236 page-size pls.), https://doi.org/10.3133/sir20185160

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

5.0 Background of Cobre

This section is set out as follows:

Section 5.1 provides an overview on Cobre;
Section 5.2 summarises core assets of Cobre;
Section 5.3 summarises the equity structure of Cobre;
Section 5.4 summarises the share trading of Cobre; and
Section 5.5 summarises the historical financial information of Cobre.

5.1 Overview of Cobre

Cobre is an Australian mineral exploration company headquartered in Sydney, New South Wales, seeking to create shareholder value through the successful exploration of base metals. Founded in 2018 as a small private company, it listed on the Australian Securities Exchange in January of 2020 (ticker ASX: CBE) raising AUD10 million before costs from the issue of 50 million fully paid ordinary shares at an issue price of AUD0.20.

Cobre’s principal mining exploration targets are high-grade volcanogenic massive sulphide (‘VHMS’) deposits potentially containing base and precious metals, in particular copper. The Company utilises the research technologies with the aim to discover the next generation of deposits. Cobre currently has two exploration projects, Perrinvale and Sandiman, both of which are underexplored areas in Western Australia. Since the listing, Cobre has primarily focused on the exploration of its Perrinvale project. Sandiman is an earn-in joint-venture with private company GTTS Generations Pty Ltd.

Cobre is focussed on a systematic and aggressive approach towards exploration activities and unlocking potential deposits.

Further details about Cobre’s projects are set out below in Section 5.2.

5.2 Key Projects

5.2.1 The Perrinvale Project

Cobre, through its now wholly-owned subsidiary of Toucan Gold Pty Ltd has 100% ownership of the Perrinvale Project. It covers 318km[2] of the Panhandle and Illaara Greenstone Belts in Western Australia and is located approximately 290 km NW of Kalgoorlie. Formally owned by Fortescue Metals Limited (‘FMG’), initial exploration focused on known gold mineralisation in the area. Detailed reviews of historical work conducted and ground reconnaissance suggested that the Perrinvale Project area was also prospective for base metals. The Company has outlined a two-year exploration budget to include various geophysical surveys and geological studies.

Cobre conducted an exploratory drilling program across multiple prospects during 2019, receiving further exploration drilling approvals in January 2020 for ten prospect sites within the Perrinvale Project to be drilled throughout the 2020 year. In February 2020, Cobre announced it had commenced the first phase of the 2020 exploration program. This included preliminary diamond core drilling operations at three prospects titled; Zinco Lago, Schwabe and Monti situated within the Perrinvale project region. Results found that drilling at the Monti prospect intersected with generally low levels of mineralisation. In August 2020, Cobre commenced the third phase of its drilling program, drill testing four new prospects titled; Costa del Islas, Piega del West, Ponchiera Copper and Ponchiera North. Only Ponchiera North failed to deliver some level of mineralisation in the assays.

The results from the completed drilling program to date confirm the presence of high grade VHMS mineralisation in the tenement specifically in two key VHMS targets; Schwabe and Zinco Lago & Zinco Rame trend. Drilling work completed in 2020 at the Schwabe prospect has found significant intercepts in two drilling holes with the presence of high grade base metal (copper-zinc) and gold mineralisation. Early exploration work at the Zinco prospect identified anomalous copper-zinc mineralisation at shallow depths.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Figure 5.1: Perrinvale Project Map

==> picture [420 x 551] intentionally omitted <==

Source: Cobre

5.2.2 The Sandiman Project

The Sandiman Project is a 202km[2] tenement located approximately 200km east of Carnarvon in Western Australia’s Upper Gascoyne region. The area contains extensive barite veining and has the potential for sediment-hosted base metal mineralisation. Sandiman is an underexplored area in a favourable location with early indicators of significant prospectivity for base metals.

Sandiman is an earn-in joint-venture with private company GTTS Generations Pty Ltd. Cobre does not currently have any equity interest in the Sandiman Project, despite this, the farm-in agreement stipulates that Cobre has the right to earn up to an 80% interest in the project given an agreed minimum expenditure of AUD565,000 over a two year period.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

5.2.3 CSA Report on the Perrinvale and Sandiman Project

Section 5.2.1 and 5.2.2 are summaries of the Perrinvale and Sandiman Project. Further details and valuations for these projects are set out in the CSA Report attached as Appendix B to this Report.

5.3 Equity Structure of Cobre

5.3.1 Ordinary Shares

Cobre has 104,520,688 ordinary shares on issue. The top ten shareholders as at 13 January 2021 are set out in Table 5.1 below.

Table 5.1: Top 10 Shareholders

Shareholder	Number of Shares	Percentage of Shares (%)
Metal Tiger PLC	20,900,000 20.00%
Holland International Pty Ltd	11,024,384 10.55%
Resource Assets Pty Ltd	8,113,269 7.76%
Montcap Pty Ltd	7,250,025 6.94%
Mr Bernard Aylward	5,408,846 5.17%
HSBC Custody Nominees	5,084,500 4.86%
Sissian International Pty Ltd	4,799,052 4.59%
Brojo Investments Pty Ltd	2,875,000 2.75%
Yarandi Investments Pty Ltd	2,308,058 2.21%
Ps Super Nominee Pty Ltd	2,294,156 2.19%
Total Top 10	70,057,290 67.03%
Total Balance of Holders	34,463,398 32.97%
Total Shares Outstanding	104,520,688 100.00%

Source: Share register as of 13 January 2021

Having regard to the information set out in Table 5.1, we note:

As at 13 January 2021, Cobre’s top ten shareholders hold 67.03%; and
As at 13 January 2021, Cobre has two shareholders with shareholdings greater than 10%; MTR with an investment of 20.00% and Holland International Pty Ltd with a shareholding of 10.55%.

5.3.2 Options on Issue

Cobre issued options to key personnel as part of their remuneration for work completed prior to listing. As part of the listing, two million options over ordinary shares were also issued to the lead broker.

Table 5.2 summarises the options outstanding in Cobre.

Table 5.2: Cobre’s Outstanding Options

Expiration Date	Number Outstanding Exercise Price (AUD)
23-Sep-24	13,249,000 0.20
16-Jan-23	2,000,000 0.30
Total	15,249,000 -

Source: Cobre FY20 Annual Report

5.4 Share Price Movements of Cobre

5.4.1 Share Price Movements

Cobre shares are traded on the ASX, and Chi-X Australia (‘CHIA’) under the ticker codes ‘CBE’ (for both ASX and CHIA).

Figure 5.2 displays the daily volume weighted average price (‘VWAP’) and daily volume of Cobre shares traded on the ASX over the period from 31 January 2020 (the date of initial listing on the ASX) to 26 February 2021.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Figure 5.2: Daily VWAP and Volume of Cobre Shares Traded from 31 January 2020 to 26 February 2021

==> picture [497 x 230] intentionally omitted <==

----- Start of picture text -----

$0.3300 7,000,000
6,000,000
$0.2800
5,000,000
$0.2300
4,000,000
3,000,000
$0.1800
2,000,000
$0.1300
1,000,000
$0.0800 0
Volume VWAP (AUD) Key Event Value
VWAP ($) Volume
----- End of picture text -----

Source: Capital IQ as at 26 February 2021

Over the period graphed in Figure 5.2 above, Cobre’s daily VWAP displays a period low of AUD0.09 on 26 March 2020 and a period high of AUD0.28 on 24 February 2020.

In addition to the share price and volume data of Cobre shown above, selected key ASX announcements have been summarised in Table 5.3 below to assist readers in understanding possible reasons for the movement in Cobre’s share price over the period analysed. The selected ASX announcements referenced in Table 5.3 below correspond to those displayed in Figure 5.2 above.

Table 5.3: Selected Cobre ASX Announcements from 5 February 2020 to 26 February 2021

Date	Announcement
5/02/2020	Cobre announced that site preparations for diamond core drilling at the Zinco Lago, Schwabe and Monti
	Prospects within the Perrinvale Project were completed and that the first stage of drilling in the
	explorationproject had now commenced on site.
12/02/2020	Cobre announced that the first diamond core drill hole completed at the Schwabe prospect had confirmed
	the presence of VMS mineralisation encountered during Cobre’s initial exploration program in 2019.
19/03/2020	Cobre provided an update in relation to the Perrinvale Project in addition to the effect of COVID-19 on the
	Company’s activities. The Company confirmed that the diamond core processing and down hole
	electromagnetic surveys had been completed with results expected to be available in the upcoming month.
	With regards to the impact of COVID-19 on operations, given the small field crew at a remote site and
	other staff and consults being able to work remotely, exploration activities were advised to be able to
	continue uninterrupted.
16/04/2020	Cobre announced significant high-grade Copper/Gold results from the drilling program at the Perrinvale
	Project. In particular at the Schwabe prospect the presence of a high-grade VHMS system containing
	primarycopper,zinc, gold and silver at a shallow depth was confirmed.
22/04/2020	Cobre provided a Geophysical update with the results for the Down Hole Electromagnetic surveys (‘DHEM’)
	for the Perrinvale Project. The Company announced that a number of promising electromagnetic
	conductors had been identified within theproject area.
28/04/2020	Cobre announced that it agreed to acquire the remaining 20% minority stake held by Resource Assets Pty
	Ltd and Mr Bernard Aylward in its 80%-owned subsidiary of Toucan Gold Pty Ltd. Cobre advised that it is
	now the 100% holder of the high-grade VHMS Perrinvale Project in Western Australia. Consideration for the
	remaining 20% stake in Toucan consisted of AUD527,900 in cash in addition to 6,160,000 Cobre shares.
	Additionally, Cobre issued 1,550,000 new shares to MTR at an issue price of AUD0.20, equivalent to
	AUD310,000. This capital raise enables Cobre to reduce its net cash outlay from AUD527,900 to
	AUD217,000 aspart of the consideration for the Toucan stake.
19/05/2020	Cobre announced that 6,000 meters of drilling was to commence at the Perrinvale Project. This drilling
	work is the third stage of the exploration drilling at Perrinvale. As a part of this program several other
	promising VHMS prospects identified in the 2019 Airborne Electromagnetic (‘AEM’) Survey will be drill
	tested for the first time.
10/06/2020	Cobre announced that the diamond drilling program as outlined to the ASX on 19 May 2020 had commenced
	at the Perrinvale Project.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Date	Announcement
20/07/2020	Initial assay results from Cobre’s third drilling program confirmed the presence of high-grade VHMS
	mineralisation at the Schwabe prospect and announced that additional VHMS mineralisation zones were
	identified adjacent to drill sites, indicating that the VHMS mineralisation horizon extends both north and
	south of the main prospect area.
20/08/2020	Cobre announced that recent drill holes at the Schwabe prospect continue to deliver high grade intercepts.
	Identified further mineralisation along Zinco Lago – Lago Rame gossan trend. Additional mineralisation
	intercepts were also discovered at the Costa del Islas, Piega del West and Ponchiera prospects within the
	Perrinvale tenements.
24/08/2020	Cobre announced the Proposed Transaction.
17/09/2020	Cobre announced positive VHMS metallurgical testing results at the Schwabe prospect.
18/09/2020	Corporate governance statement release.
22/10/2020	Extension of binding heads of agreement to acquire controlling interest in KML.
20/11/2020	Completion of due diligence for Botswana acquisition.
16/12/2020	Signing of share purchase agreement for Botswana Acquisition and announcement of significant Botswana
	copper targets identified.

Source: Cobre ASX Announcements from 31 January 2020 to 26 February 2021

In Table 5.4 below we have set out Cobre’s Volume Weighted Average Price (‘VWAP’) for the 1 week, 1 month, 3 months, 6 months and 9 months prior to 20 August 2020 (being the last trading day immediately before the date the Proposed Transaction was announced) and prior to 26 February 2021. The VWAP calculates the average share price weighted by the total trading volume involved with each exchange for the specific period.

Table 5.4: Cobre’s Exchange Weighted VWAP[1] for Specified Periods Prior to 20 August 2020 and 26 February 2021

Period before 20 August 2020	Period before 20 August 2020

1 Week		0.2017 1 Week 0.2326
1 Month		0.1924 1 Month 0.2261
3 Months		0.1892 3 Months 0.2220
6 Months		0.1812 6 Months 0.1890
9 Months		n/a 9 Months 0.1890
Since Listing		0.2050 12 Months 0.1820
Source: Capital IQ as at 26 February 2021 1 Exchange weighted VWAP is identified by calculating the VWAP’s for the specified periods on the ASX and CHIA exchanges with reference to the total volume traded. The information presented in Table 5.4 is shown graphically in Figure 5.3 below. Figure 5.3: Cobre’s VWAP for Specified Periods Prior to 20 August 2020 and 26 February 2021
$0.0000 $0.0500 $0.1000 $0.1500 $0.2000 $0.2500 VWAP ($)	1 Week 1 Month 3 Months 6 Months 9 Months 12 Months Period before 20 August 2020 Period before 26 February 2021

Source: Capital IQ as at 26 February 2021

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

For completeness, we note that the VWAP since the announcement of the Proposed Transaction on 24 August 2020 to 26 February 2021 has been AUD0.1888 with a high of AUD0.2807 and a low of AUD0.1350.

5.4.2 Share Liquidity

The rate at which equity instruments are traded is generally referred to as the ‘liquidity’ of the equity instruments. Changes in liquidity may impact the trading price of equity instruments, particularly depending on the number of equity instruments required to be bought and/or sold and the time period over which the equity instrument holder needs to buy and/or sell those equity instruments. Depending on the circumstances, a movement in market price may or may not represent a shift in value of either the equity instruments or a shift in value of the company to which the equity instruments relate as a whole.

Since listing on 31 January 2020, approximately 92% of Cobre’s trading volume occurred through the ASX, with the remaining 8% through CHIA. Table 5.5 summarises the monthly liquidity of Cobre shares as traded on the both the ASX and CHIA from 31 January to 26 February 2021. Liquidity has been summarised by considering the following:

Volume of Cobre share traded per month;
Value of total Cobre shares traded per month;
Number of Cobre shares traded per month as a percentage of total Cobre shares outstanding at the end of the month; and
Volume weighted average price per month.

Table 5.5: Liquidity of Cobre Shares on the ASX and CHIA

Month		Turnover Shares Outstanding Volume per Shares Outstanding Monthly VWAP
	Volume
		Outstanding Shares Outstanding VWAP


February 2021	3,890,770 874,713 104,520,690 3.72% 0.2248
January 2021	1,742,940 444,382 104,520,690 1.67% 0.2550
December 2020	6,303,260 1,338,248 103,590,690 6.08% 0.2123
November 2020	2,397,970 368,119 102,970,690 2.33% 0.1535
October 2020	6,466,890 1,055,695 102,970,690 6.28% 0.1632
September 2020	4,849,280 799,103 102,970,690 4.71% 0.1648
August 2020	7,680,370 1,467,185 102,970,690 7.46% 0.1910
July 2020	1,602,070 293,178 102,970,690 1.56% 0.1830
June 2020	2,339,970 429,119 102,970,690 2.27% 0.1834
May 2020	947,570 162,768 101,025,420 0.94% 0.1718
April 2020	7,847,020 1,384,700 96,810,690 8.11% 0.1765
March 2020	6,979,820 969,028 96,810,690 7.21% 0.1388
Total	66,732,000 13,005,705 101,708,620 65.61% 0.1949

Source: Capital IQ as at 26 February 2021

Assuming a weighted average number of 101,708,620 Cobre shares on issue over the period, approximately 65.61% of the total shares on issue were traded over the period 31 January to 26 February 2021. This in our view, indicates that Cobre shares display a moderate to high level of liquidity.

5.5 Historical Financial Information of Cobre

This section sets out the historical financial information of Cobre. As this Report contains only summarised historical financial information, we recommend that any user of this Report read and understand the additional notes and financial information contained in Cobre’s annual reports, including the full statements of profit or loss and other comprehensive income, statements of financial position and statements of cash flows.

Cobre’s financial statements were audited by Ernst & Young. BDOCF has not performed any audit or review of any type on the historical financial information of Cobre and we make no statement as to the accuracy of the information provided. However, we have no reason to believe that any of the information provided is false or misleading.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

5.5.1 Statements of Comprehensive Income

Table 5.6 summarises the consolidated statement of comprehensive income of Cobre for the financial year ended 30 June 2020 and the period between 18 May 2018 and 30 June 2019. We note that the financials begins on 18 May 2018 as Cobre was incorporated on 18 May 2018.

Table 5.6: Summarised Cobre Statements of Comprehensive Income


	13 1/2 Months Ended 12 Months Ended
	30 June 2019 Audited 30 June 2020 Audited
	(AUD’000) (AUD’000)

Other revenue	-	43
Interest revenue	-	19
Total Revenue	-	62
Corporate and administration expenses	(150) (946)
Tenement expenses	-	(38)
Employee benefits expense	-	(110)
Share based payment expense	-	(632)
Depreciation and amortisation	-	(0)
Initial public offering expenses	-	(325)
Profit (Loss) Before Income Tax	(150) (1,988)
Income tax benefit (expense)	-	-
Profit (Loss)	(150) (1,988)

Source: Cobre 2020 Annual Report

With reference to Table 5.6 above, we note the following:

Cobre has not generated revenue from operations to date. Revenue received relates to interest generated on cash and cash equivalents and to the shares received in MTR;
1,658,720 shares in MTR were received as part of an exclusive agreement during MTR’s due diligence before investing in Cobre as disclosed in Cobre’s FY20 annual report;
Expenses increased in FY20 due to costs incurred during the initial public offering (‘IPO’) and subsequent ramp up in exploration and evaluation activities at its Perrinvale Project post the completion of the IPO. Corporate and administration expenses includes directors fees, monies paid for consultants and advisors and other general administration expenses; and
Share based payment expenses were recognised in accordance with Australian Accounting Standard Board – Standard 2 Share-based Payments (‘AASB 2’) with such payments made to the company secretary and lead manager as part of remuneration for work completed prior to the IPO.

5.5.2 Statements of Financial Position

Table 5.7 summarises Cobre’s statements of financial position as 30 June 2019 and 2020.

Table 5.7: Summarised Cobre Consolidated Statements of Financial Position


	As at As at
	30 June 2019 Audited 30 June 2020 Audited
	(AUD’000) (AUD’000)

Current Assets
Cash and cash equivalents	178 7,172
Trade and other receivables	62 163
Total Current Assets	241 7,334

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==


	As at As at
	30 June 2019 Audited 30 June 2020 Audited
	(AUD’000) (AUD’000)

Non-Current Assets
Financial assets at fair value through other comprehensive income
	-	74

Property, plant and equipment	-	4
Exploration and evaluation	710 2,505
Financial assets	-	20
Total Non-Current Assets	710 2,604
Total Assets	951 9,938
Current Liabilities
Trade and other payables	200 831
Total Liabilities	200 831
Net Assets	751 9,107
Equity
Issued capital	816 11,933
Reserves	-	(703)
Accumulated losses	(150) (2,122)
Equity attributable to the owners of Cobre Limited	665 9,107
Non-controlling interest	85 -
Total Equity	751 9,107

Source: Cobre 2020 Annual Report

With reference to Table 5.7 above, we note the following:

Cash and cash equivalents as at 30 June 2020 have increased significantly in comparison to the year prior, primarily due to the completion of an initial public offering on 31 January 2020, raising AUD10 million before costs;
Financial assets at fair value through other comprehensive income totalling AUD74,236 entails shares received in MTR as part of an exclusivity agreement during MTR’s due diligence before investing in Cobre. Likewise, this is recognised as other revenue in Table 5.7 without fair value adjustment;
Exploration and evaluation under Non-Current Assets increased in the 2020 financial year by AUD1.79 million and includes AUD77,102 incurred in relation to the Sandiman project with the remainder relating to exploration expenditure on the Perrinvale project;
Non-Current Financial Assets of AUD20,000 pertains to security deposits paid in relation to the exploration tenements; and
In May of 2020 as part of the consideration for the acquisition of the remaining 20% of Toucan Gold Pty Ltd not owned by Cobre, AUD1,047,200 in capital was issued, further increasing issued capital.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

5.5.3 Statements of Cash Flows

Table 5.8 summarises Cobre’s statement of cash flows for FY20 and the period between 18 May 2018 and 30 June 2019.

Table 5.8: Summarised Cobre Consolidated Statements of Cash Flows


	13 1/2 Months Ended 12 Months Ended
	30 June 2019 Audited 30 June 2020 Audited
	(AUD’000) (AUD’000)

Cash flow from Operating Activities
Interest received	-	19,160
Payments to suppliers and employees	(210) (1,476,897)
Payments for security deposits	-	(20,000)
Net Cash Provided by Operating Activities	(210) (1,477,737)
Cash Flow from Investing Activities
Payments for property, plant and equipment	-	(4,324)
Payments for exploration and evaluation	(296,014) (1,181,203)
Cash acquired on acquisition of Toucan Gold Pty Ltd	22,441 -
Payment to acquire remaining 20% of Toucan Gold Pty Ltd	-	(528,000)
Net Cash Provided by Investing Activities	(273,573) (1,713,527)
Cash Flow from Financing Activities
Proceeds from the issue of shares	474,518 10,875,286
Proceeds from borrowings	4,500 -
Payments for share issue costs	(27,027) (690,358)
Net Cash Provided by Financing Activities	451,991 10,184,928
Increase in cash and cash equivalents	178,208 6,993,664
Cash at the beginning of the financial year	-	178,208
Cash and Cash Equivalents at the End of Financial Year	178,208 7,171,872

Source: Cobre 2020 Annual Report

With reference to Table 5.8 above, we note the following:

Cash flows from both operating and investing activities are negative due to Cobre’s exploratory focus on the Perrinvale and Sandiman projects;
During the 2020 financial year, Cobre acquired the remaining 20% of the issued capital of Toucan Gold Pty Ltd not already held. The consideration was a cash payment of AUD528,000 and 6.16 million fully paid ordinary shares valued at AUD0.17 with an aggregate value of AUD1,047,200 as scrip;
The substantial decrease in the net cash from operating activities is subject to heavy losses together with decreases in trade and other receivables and increase in trade and other payables. The interest revenue received minimally offsets these outflows; and
‘Proceeds from the issue of shares’ is inclusive of the issuance of 9,833,445 fully paid ordinary shares at AUD0.089 raising AUD875,276 before costs prior to the completion of an initial public offering. As part of the IPO and to facilitate a listing on the ASX, Cobre’s shareholders approved the conversion of the Company’s status from a private company limited by shares (Pty Ltd) to a public company limited by shares (Ltd) which came into effect on 22 November 2019, issuing 50 million shares on 31 January 2020 at AUD0.20 raising a total of AUD10 million.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

6.0 Background of KML

This section is set out as follows:

Section 6.1 provides an overview on KML;
Section 6.2 summarises key exploration assets of KML;
Section 6.3 summarises the corporate structure of KML;
Section 6.4 summarises the equity structure of KML;
Section 6.5 summarises the key events; and
Section 6.6 summarises the historical financial information of KML.

6.1 Overview of KML

KML is a privately owned, UK registered, base and precious metals exploration company. Formally known as Botswana Metals Limited, the company was incorporated in 2017 and it has a primary exploration focus in the Kalahari Cooper belt located in Botswana. KML targets sediment hosted and strata-bound copper and silver mineralisation. KML controls approximately 8,100km[2] of tenements in the Kalahari copper belt, with 12 exploration licenses split into four different projects within the region (with approximately 6,650 km[2] wholly controlled by KML and its subsidiaries, and 1,450 km[2] held in the joint venture for Triprop in which KML holds a 51% interest). Figures 6.1 and 6.2 below provides an overview of KML’s exploration assets.

According to USGS, the Kalahari Copper Belt, straddling Botswana and Namibia in the South of Africa, has been identified by the US geological survey as the number one ranked unexplored copper belt in the world.[4] In the last decade notable copper and silver discoveries have been made in the belt and there remains significant undiscovered mineral potential. Currently major mining operations are underway across the region including Cupric Canyon Capital LLC flagship Zone 5 copper mine (mineral resource of 91.7 million tonnes grading 2.1% copper and 22g/tonne silver). Additionally, Sandfire Resource’s T3 copper project (mineral resource of 60.1 million tonnes grading 1% copper and 14g/t silver) is expected to commence production within the 2-3 years.[5]

4 Hammarstrom, J.M., Zientek, M.L., Parks, H.L., Dicken, C.L., and the U.S. Geological Survey Global Copper Mineral Resource Assessment Team, 2019, Assessment of undiscovered copper resources of the world, 2015 (ver.1.1, May 24, 2019): U.S. Geological Survey Scientific Investigations Report 2018–5160, 619 p. (including 3 chap., 3 app., glossary, and atlas of 236 page-size pls.), https://doi.org/10.3133/sir20185160

5 Briney, M., report in The West Australian, June 2019 – “WA companies leading charge in Kalahari Copper Belt”, https://thewest.com.au/business/public-companies/wa-companies-leading-charge-in-kalahari-copper-belt-ng-b881241651z

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Figure 6.1: Map of the Kalahari Copper Belt

==> picture [310 x 305] intentionally omitted <==

Source: MarketCap as at 24 August 2020

6.2 Key Exploration Assets of KML

This section sets out a summary of KML’s key exploration assets. For further detail in relation to KML’s exploration projects, refer to CSA’s Independent Technical Specialist’s Report, dated 26 February 2020, attached in Appendix B .

6.2.1 Okavango Copper Project (‘OCP’)

The Okavango Copper Project (‘OCP’) is located in the Central portion of the Kalahari Copper Belt. The OCP consists of the 100% owned KML prospecting licences in addition to the Triprop Holding Pty Ltd prospecting licenses in which KML owns a controlling 51% stake. Historical samples have confirmed extensive copper mineralisation in the project area and recently completed heliborne magnetic and electromagnetic surveys mapped out marker conductors above prospective mineralised contact and defined fold-hinge targets.

6.2.2 Ngami Copper Project (‘NCP’)

The Ngami Copper Project (‘NCP’) is composed of two prospecting licenses owned by Triprop Holding Pty Ltd. The primary target of this project is structurally modified stratabound copper and silver deposits with historical drilling within the area having demonstrated the presence of copper and silver mineralisation. Imaging and AEM surveys have mapped targets analogous to other locations within the belt with mine sites under development. Current and future exploration work at this site includes further drilling to comprehensively test the targets for economic copper and silver mineralisation.

6.2.3 Kitlanya West Project (‘KIT-W’)

Located on the northern margin of the Kalahari Copper Belt, immediately adjacent to the Ngami Copper Project, the Kitlanya West Project (‘KIT-W’) is a fully owned project through a KML subsidiary, Kitlanya Pty Ltd.[6] AEM surveys have identified three prominent conductors in the project area. Drilling of these targets is planned after the completion of target drilling on OCP and will provide important stratigraphic information for the project.

6.2.4 Kitlanya East Project (‘KIT-E’)

The Kitlanya East Project (‘KIT-E’) is fully owned by KML’s subsidiary company, Kitlanya Pty Ltd and is located on the Southern margin of the Kalahari Copper Belt in close proximity to T3 and Banana Zone deposits. Four priority areas have been identified through historical and recent sampling, in addition to water borehole data where copper and silver mineralisation may be upgraded.

6 Kitlanya Copper Project Exploration Activities – Environmental Management Plan

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Figure 6.2: Map of KML’s Projects within the Kalahari Copper Belt

==> picture [441 x 326] intentionally omitted <==

Source: MTR FY18 Annual Report

==> picture [155 x 9] intentionally omitted <==

----- Start of picture text -----

6.3 Corporate Structure of KML
----- End of picture text -----

Figure 6.3 below sets out the corporate structure of KML.

Figure 6.3: Corporate Structure of KML

==> picture [495 x 144] intentionally omitted <==

----- Start of picture text -----

Kalahari Metals Ltd (KML)
100% 100% 51%
Triprop Holding Pty Ltd
Owned licenses / tenement Kitlanya (Pty) Ltd (Kitlanya)
(Triprop)
Owned licenses / tenement Owned licenses / tenement
----- End of picture text -----

Source: KML and BDOCF Analysis

As depicted above in Figure 6.3, KML’s corporate structure can be split into three components.

In 2019, KML acquired Kitlanya Pty Ltd (‘Kitlanya’), a previously wholly owned subsidiary of Resource Exploration and Development Limited (‘RED’). The share-purchase agreement for this transaction superseded the previous earn-in agreement in place between KML and RED (‘the EIA’). The Kitlanya owned subsidiary holds five exploration licenses in KITW and KIT-E. As part of the EIA, KML is required to pay RED a royalty of USD5 per tonne of copper as confirmed by a JORC Resource Declaration. The Deferred Consideration Deed under the Proposed Transaction supersedes the royalty payable to RED in circumstances that the Proposed Transaction is approved.

Additionally, MTR holds a royalty agreement with Kitlanya, whereby Kitlanya is obligated to pay 2% of the net smelter revenue (‘NSR’) for the tenements directly owned by Kitlanya.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

KML holds a 51% interest in Triprop Holdings Pty Ltd (‘Triprop’). Cobre and MTR (on behalf of KML) intend to progress discussions to acquire a further 49% interest in Triprop following completion of the Proposed Transaction.

Additionally, MTR holds a royalty agreements with KML, whereby KML is obligated to pay 2% of the NSR for the tenements directly owned by KML.

The final component in the corporate structure is KML’s directly wholly owned licenses/tenement in the OCP project.

6.4 Equity Structure of KML

6.4.1 Ordinary Shares

KML currently has 220,479,216 shares on issue split across seven shareholders. The distribution of shares as at 15 December 2020 is set out in Table 6.1.

Table 6.1: All Shareholders of KML

	Shareholders	Number of Shares	Percentage Holdings
1	Metal Tiger PLC	137,066,327	62.17%
2	Luke Bryan	25,000,000	11.34%
3	Adam Wooldridge	25,000,000	11.34%
4	RED Projects Limited	19,792,889	8.98%
5	Brett van Coller	6,250,000	2.83%
6	Peter Hollick	6,250,000	2.83%
7	Croesus Mining Pty Ltd	1,120,000	0.51%
	Total	220,479,216	100.00%

Source: SPA Schedule 3 as at 15 December 2020

Having regard to the information set out in Table 6.1 above, we note as at 15 December 2020, MTR is the major shareholder holding a majority 62% stake in KML. Since acquiring its initial interest in KML approximately 2.5 years ago, MTR has invested approximately USD4.2 million into KML, and has successfully identified copper mineralisation at multiple locations.

6.5 Key Event Timeline

Table 6.2 below summarises the key events of KML in the past 3 years.

Table 6.2: KML Company Event Timeline

Date	Announcement
6/06/2018	MTR announced that it had entered into an Investment Agreement to acquire up to 50% of KML for
	a total consideration of USD1.6 million. Under the terms of the Agreement, KML will be issued
	three options tranches in consideration for three separate cash contributions totalling USD1.6
	million. At the date of the announcement, MTR had exercised the first option under the Agreement
	and is to be issued 18% of the enlarged share capital of KML for a total consideration of
	USD600,000.
10/06/2018	MTR announced that KML had started the exploration programme for copper/gold mineralisation in
	the Kalahari Copper Belt in Botswana with Airborne Geophysics.
15/08/2018	KML announced that it had entered into an exclusivity period with RED with the view of acquiring
	five licenses covering a region of 4,661 km2within the Kalahari Copper Belt. They also announced
	that theyhad completed the firstphase of electromagnetic airborne surveys at the OCP and NCP.
25/10/2018	KML provided an update on the results of the recently completed high-resolution heliborne
	magnetic (‘HMAG’) and electromagnetic (‘AEM’) surveys at the OCP and NCP. They announced that
	based on the successful results of the first phase, KML would commission a second phases of work
	to be used for drill planning. They also secured approval from the Botswanan Department of
	Environmental Affairs that drilling can occur on the NCP. Further environmental impact assessment
	is required for the OCP.
28/11/2018	Subsequent to the announcement on 15 August 2018, KML announced that it had entered into an
	earn-in agreement with RED to purchase 100% of Kitlanya Pty Ltd. Under the agreement, KML
	would invest USD100,000 in exploration on the Kitlanya licenses in return for 25% of Kitlanya.
	Further, KML will have the option to acquire the remaining 75% of Kitlanya for USD700,000 worth of
	KML shares.
11/02/2019	KML announced results from the AEM surveys recently completed at the OCP and NCP. The results
	identified a number of compelling drill-ready targets significantly advancing the exploration
	potential on both projects.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Date	Announcement
7/03/2019	KML announced the results from the recently completed soil sampling, re-interpretation of
	historical data and drill data at the Kitlanya projects. This provided new targets for follow up at
	both KIT-W and KIT-E and expended the drill targets identified at the OCP and NCP. This
	expenditure at Kitlanya meant that KML had satisfied the first stage of the earn-in option to
	acquire 25% of Kitlanya from RED.
9/04/2019	KML announced that it had completed an agreement with RED to purchase 100% of Kitlanya. The
	companies agreed to terminate the Earn-In Agreement (referred to above) and replace it with a
	Share Purchase Agreement on similar terms. At completion KML had completed USD100,000 of
	exploration works on the Kitlanya licences and acquired the 100% interest in Kitlanya for the issue
	of USD700,000 of KML shares. The parties also agreed to the payment by KML to RED of a discovery
	bonus(as described in Section 6.3).
21/05/2019	KML announced that it had received approval to commence drill testing at the NCP. Expenditure to
	date has meant the KML has completed the first stage of the exploration expenditure which subject
	to approval will see KML awarded a 51% shareholdingin Triprop.
23/09/2019	KML announced an update summarising the results of the modelling and target generation from the
	completed AEM surveys on the KIT-E licences. The results support the potential for underlying
	copper/gold mineralisation. In particular, two prominent conductive targets occurring in a fold
	hinge setting had been identified. With the proximity to Mod Resources Ltd T3 deposit, drill testing
	isplanned on final approval of the KIT-E environmental managementplan for the tenement.
6/12/2019	KML provided an exploration update for their current drill programmes at the OCP and the recently
	completed soil sampling and AEM surveys at KIT-W. Further, the company had the environmental
	management plans for both KIT-W and KIT-E issued by the Botswana Department of Environment.
	Subsequently, drill testing of targets within the KIT-E tenement are announced to commence in
	January2020.
4/03/2020	KML provided an update on Kitlanya. Drill rig mobilisation was underway with drill testing of
	targets to commence the followingweek.
15/06/2020	KML announced that following suspension of the drilling programme (due to COVID-19 lockdowns in
	Botswana) that the company was beginning to remobilise and recommence drilling programs before
	the end of the month. Work done during the suspension period (re-modelling of available data plus
	interpretation of preliminary drill results) highlighted the potential for the KIT-E project to host
	similar deposits to neighbouring targets on Sandfire Resources Ltd license and hinge mineralisation
	in a similar settingto the Banana Zone.
24/08/2020	The Proposed Transaction is announced.

Source: KML Media and Announcements

6.6 Historical Financial Information of KML

For the purposes of preparing this Report we were provided with certain unaudited financial information for KML and Kitlanya on an unconsolidated basis for the 12 month periods ended 31 December 2018 and 2019. We were not provided any financial information for Triprop. As the financial information is incomplete and not consolidated, we have not set it out in this Report.

For completeness, we note that the financial information provided to us is reflective of an early stage exploration company.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

7.0 Industry Overview

The information presented in this section has been compiled from a range of publicly available sources, together with information taken from various databases to which we subscribe. BDOCF has not independently verified this information and we recommend that users of this Report refer to the original source of any information listed in this section. This section should be referred to as a broad guide only.

7.1 Copper

Copper is a soft, malleable, ductile metal used primarily for its electrical and thermal conductive properties and its resistance to corrosion. It is highly versatile with a variety of applications across a number of industries including construction, communication, equipment, transport and infrastructure, being used in many electrical and electronic components. After iron and aluminium it is the third most used metal worldwide in terms of volume.[7]

Copper occurs naturally in the Earth’s crust in a variety of forms such as sulphide deposits, carbonate deposits and silicate deposits. Open pit mining is widely utilised in most copper producing countries although in Australia, approximately 93% of output is extracted through underground mining. Copper is often found in conjunction with gold, lead, cobalt or zinc, and a number of industry operators mine these metals and ores as well.

Copper concentrate is derived from an oxide through beneficiation processes and is then converted to copper products through smelting and refining. Copper is also 100% recyclable, without any loss in performance, with approximately 80% of the copper ever produced still in use today. Despite this, demand for copper continues to grow due to product innovation, population growth and economic development.[8]

According to the World Copper Factbook 2020 published by the International Copper Study Group (‘ICSG’), the top three countries by copper mine production in 2019 were (in descending order): Chile, Peru and China. However, in terms of refined copper production for 2019, the same publication ranked China, Chile and Japan as the top three countries (in descending order).[9]

7.2 Global Demand for Copper

Based on the latest full year statistics available via the ICSG, global demand for refined copper grew from approximately 18 million tonnes in 2009 to approximately 24.5 million tonnes in 2019. On a year-on-year basis since 2009, global demand for refined copper has experienced growth in all bar 2019 with the growth rate varying from as low as -0.23% for 2018-19 to as high as 7.04% for 2013-14. The ICSG forecasts refined copper usage to continue to grow in 2019 and 2020, to approximately 24.97 million tonnes and 25.33 million tonnes, respectively. Prior studies by the ICSG have also found an increasing trend in world refined copper usage on a per capita basis over the period from 1950 to 2017, although the trend has plateaued in recent years. Growth in demand is expected to be supported by existing uses such as for the transmission of electricity, in construction and in electronics, as well as emerging uses such as in electric vehicles, renewable energy and, as a result of its antimicrobial properties, healthcare.

The following Table 7.1 shows global usage of refined copper in 2019, as well as their trends in demand from 2015. Asia has the highest copper usage, with demand from China accounting for over half of the copper demand from the Asia region.

Table 7.1: Global Refined Copper Usage

‘000 tonnes	2019	2018	2017	2016	2015	CAGR%
Asia	17,518	17,322	16,595	16,349	15,906	2.44%
Europe	3,925	4,164	4,140	4,128	4,080	-0.97%
America	2,822	2,804	2,771	2,804	2,819	0.03%
Africa	180	190	195	201	246	-7.49%
Oceania	10	10	10	10	10	0.00%
World total (rounded)	24,455	24,489	23,710	23,492	23,062	1.53%

Source: International Copper Study Group 2020

7.3 Global Supply of Copper[10]

The global supply of copper has increased from 15.9 million tonnes in 2009 to 20.3 million tonnes in 2019. Global mined copper production growth was limited coming out of the 2008/2009 Global Financial Crisis with a 0.9% year-on-year growth recorded for 2009-2010 followed by a 0.2% growth for 2010-2011. Over the subsequent years however, growth improved with 2012-2013 being a particularly strong year (8.3%). A small contraction in global mined copper production was observed for 2016-2017 (-1.1%). Copper production was steady in the last year as declines in Indonesia (mining was shifting to new ore zones) and Chile (a result of lower ore grades, strikes, and weather related disruptions) was offset by increased outputs in multiple other countries. There was an initial decline in copper prices at the start of the COVID-19 pandemic as there

7 Geoscience Australia, Copper facts

8 Australian Government September 2020 Resources and Energy Quarterly

9 World Copper Factbooks Published by ICSG

10 US Geological Survey, Mineral Commodity Summaries

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

was disruption of global supply chains (due to regional lockdowns occurring across the majority of the world), however prices have increased since.

Table 7.2 below shows the breakdown of global mined copper production by the top six countries in 2019, and recent trends in their mine production from 2015. Chile was the largest producer accounting for 28% of global mined copper production, followed by Peru which accounted for 12% of global mined production in 2019.

Table 7.2: Global Mined Copper Production

‘000 tonnes	2019	2018	2017	2016	2015	CAGR%
Chile	5,600	5,830	5,500	5,550	5,760	-0.70%
Peru	2,400	2,440	2,450	2,350	1,700	9.00%
China	1,600	1,590	1,710	1,900	1,710	-1.65%
United States	1,300	1,220	1,260	1,430	1,380	-1.48%
Congo (Kinshasa)	1,300	1,230	1,090	846	1,020	6.25%
Australia	960	920	860	948	971	-0.28%
Other countries	7,150	7,150	7,113	7,110	6,535	2.27%
World total (rounded)	20,300	20,400	20,000	20,100	19,100	1.53%

Source: US Geological Survey, Mineral Commodity Summaries 2020, 2019, 2018, 2017, 2016

In the 2020 Copper Mineral Commodity Summary by the Geological Survey, global copper reserves are estimated to total 870,000,000 metric tonnes. A 2014 survey estimated that undiscovered resources contained an estimated 3.5 billion tons. Collectively, Chile, Australia and Peru account for 43% of the global reserves. The distribution of known reserves is depicted graphically in Figure 7.1 below.

Figure 7.1: Distribution of Known Copper Reserves

==> picture [324 x 194] intentionally omitted <==

Source: US Geological Survey, Mineral Commodity Summaries 2020

7.4 Copper Prices

Following a deterioration in global economic conditions in 2008, base metal prices, including copper, fell sharply. The copper price recovered over 2010 and 2011, to reach a high of approximately USD10,180 per tonne in February 2011. The recovery in the copper price reflected a steady increase in demand for base metals, following a pick-up in global industrial production after the Global Financial Crisis.

Between 2011 and 2017, the copper price steadily declined, before increasing in price in mid-February 2017 as a result of strike action at the world’s largest copper mine Escondida, located in Chile.

As a result of the COVID-19 related economic slowdown on consumption, the global copper price experienced a decrease dropping from USD6,276/t in Jan 2020 to a 3 year low of USD4,774 in late March. Since then, prices have recovered quickly, supported by improving economic conditions to be currently slightly above pre COVID-19 prices on the back of the Chinese economic rebound.

A summary of the historical spot price of copper, based on the quoted price on the London Metals Exchange in USD per tonne, and forecasts to 2029 (in nominal terms, free on board) are illustrated in Figure 7.2 below.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Figure 7.2: Copper Spot and Forecast

==> picture [507 x 238] intentionally omitted <==

----- Start of picture text -----

10000
9000
8000
7000
6000
5000
4000
2017 2019 2020 2022 2023 2024 2026 2027 2028 2030
Historical Forecast
Copper Price (USD)
----- End of picture text -----

Source: Consensus Economics and Capital IQ as at 26 February 2021

7.5 Copper Outlook[11]

The outlook for copper is positive, with strong growth expected in the next five years, driven by forecast growth in copper ore output, export demand and higher copper prices in US dollars as the impacts of the outbreak of COVID-19 lessen. After falling a forecasted 2.4% in 2020 due to a combination of lower prices, lockdowns, market uncertainty, and lacklustre demand copper mine production is forecast to recover amid improved prices and normalised operating conditions.

In the short run, The World Bureau of Metal Statistics forecasts that the gradual lift in economic activity is expected to boost global copper usage to 25 million tonnes by 2022, an average growth rate of 2.9% per year. World copper mine production is forecast to reach 22 million tonnes in 2022, growing 4.9% per year. Similarly refined production is forecast to decline 1.7% in 2020, before growing at 2.9% per annum to reach 25 million tonnes in 2022.

Global demand for copper in the long run is expected to increase due to economic growth in OECD countries. The ICSG also expects sustained growth in copper demand as it remains an essential commodity to economic activity, particularly in today’s technological society. Infrastructure development in China and India as well as the trend towards cleaner energy is expected to support demand for the metal. Furthermore, increased production of electric vehicles (which use up to 3 times more copper than non-electric cars) is likely to significantly contribute to increased demand. As the global output struggles to match the increasing demand for copper the global copper price is forecast to increase.

11 Australian Government September 2020 Resources and Energy Quarterly

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

8.0 Common Valuation Methodologies

A ‘fair market value’ is often defined as the price that reflects a sales price negotiated in an open and unrestricted market between a knowledgeable, willing but not anxious buyer and a knowledgeable, willing but not anxious seller, with both parties at arm’s length. The valuation work set out in this Report assumes this relationship.

RG 111 outlines a number of methodologies that a valuer should consider when valuing securities or assets for the purposes of, among other things, share buy-backs, selective capital reductions, schemes of arrangement, takeovers and prospectuses. The valuation methodologies we have considered in this Report include the discounted cash flow (‘DCF’), capitalisation of maintainable earnings (‘CME’), asset-based valuation (‘ABV’), market-based valuation (‘MBV’) and industry specific methodologies.

RG 111 does not prescribe which methodology should be used by the expert, but rather notes that the decision lies with the expert based on the expert’s skill and judgement and after considering the unique circumstances of the securities or assets being valued.

8.1 Discounted Cash Flows (‘DCF’)

The DCF approach calculates the value of an entity by adding all of its future net cash flows discounted to their present value at an appropriate discount rate. The discount rate is usually calculated to represent the rate of return that investors might expect from their capital contribution, given the riskiness of the future cash flows and the cost of financing using debt instruments.

In addition to the periodic cash flows, a terminal value is included in the cash flow to represent the value of the entity at the end of the cash flow period. This amount is also discounted to its present value. The DCF approach is usually appropriate when:

An entity does not have consistent historical earnings but is identified as being of value because of its capacity to generate future earnings; and
Future cash flow forecasts can be made with a reasonable degree of certainty over a sufficiently long period of time.

Any surplus assets, along with other necessary valuation adjustments, are added to the DCF calculation to calculate the total entity value.

8.2 Capitalisation of Maintainable Earnings (‘CME’)

The CME approach involves identifying a maintainable earnings stream for an entity and multiplying this earnings stream by an appropriate capitalisation multiple. Any surplus assets, along with other necessary valuation adjustments, are added to the CME calculation to calculate the total entity value.

The maintainable earnings estimate may require normalisation adjustments for non-commercial, abnormal or extraordinary events.

The capitalisation multiple typically reflects issues such as business outlook, investor expectations, prevailing interest rates, quality of management, business risk and any forecast growth not already included in the maintainable earnings calculation. While this approach also relies to some degree on the availability of market data, the multiple is an alternative way of stating the expected return on an asset.

The CME approach is generally most appropriate where an entity has historical earnings and/or a defined forecast or budget. Further, a CME is usually considered appropriate when relevant comparable information is available.

8.3 Asset Based Valuation (‘ABV’)

An ABV is used to estimate the fair market value of an entity based on the book value of its identifiable net assets. The ABV approach using a statement of financial position alone may ignore the possibility that an entity’s value could exceed the book value of its net assets. However, when used in conjunction with other methods which determine the value of an entity to be greater than the book value of its net assets, it is also possible to arrive at a reliable estimate of the value of intangible assets including goodwill.

Alternatively, adjustments can be made to the book value recorded in the statement of financial position in circumstances where a valuation methodology exists to readily value the identifiable net assets separately and book value is not reflective of the true underlying value. Examples of circumstances where this type of adjustment may be appropriate include when valuing certain types of identifiable intangible assets and/or property, plant and equipment.

The ABV approach is most appropriate where the assets of an entity can be identified and it is possible, with a reasonable degree of accuracy, to determine the fair value of those identifiable assets.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

8.4 Market Based Valuation (‘MBV’)

An MBV methodology determines a value for an entity by having regard to the value at which securities in the entity have recently been purchased. This approach is particularly relevant to:

Entities whose shares are traded on an exchange. The range of share prices observed may constitute the market value of the shares where a sufficient volume of shares is traded and the shares are traded over a sufficiently long period of time; and/or
Entities for which it is possible to observe recent transactions relating to the transfer of relatively large parcels of shares (e.g. recent capital raisings).

For listed entities, the range of share prices observed may constitute the market value of the shares in circumstances where sufficient volumes of shares are traded and the shares are traded over a sufficiently long period of time. Share market prices usually reflect the prices paid for parcels of shares not offering control to the purchaser.

8.5 Industry Based Metrics (Comparable Analysis)

It is often appropriate to have regard to industry specific valuation metrics in addition to the traditional valuation approaches outlined above. These metrics are particularly relevant in circumstances where it is reasonably common for market participants to have regard to alternative measures of value.

For resource companies, it is common for market analysts to have regard to multiples related to resources, reserves and tenement size where appropriate comparable information exists.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

9.0 Valuation of Cobre Prior to the Proposed Transaction

This section sets out our valuation of the shares in Cobre prior to the Proposed Transaction as follows:

Section 9.1 sets out our view of the most appropriate valuation methodologies to adopt for the purpose of valuing Cobre;
Section 9.2 sets out an overview of the CSA Independent Technical Specialist’s Report;
Section 9.3 sets out our valuation of Cobre having regard to the Sum-of-the-Parts approach;
Section 9.4 sets out our valuation of Cobre having regard to a MBV approach; and
Section 9.5 sets out our conclusion on the appropriate value to adopt for Cobre’s shares prior to the Proposed Transaction on a controlling interest basis.

9.1 Our Valuation Approach for Cobre

We have considered each of the valuation methodologies outlined in Section 8.0 above and determined, in our view, the most appropriate methodology for calculating the value of Cobre. Having regard to our assessment of the nature of Cobre’s assets, we have chosen to employ a Sum-of-the-Parts approach and an MBV approach. Broadly, our Sum-of-the-Parts valuation utilises the following valuation methodologies:

We have relied on the valuation of the mineral assets held by Cobre set out in the Independent Technical Specialist's Report (defined as ‘the CSA Report’) prepared by CSA dated 26 February 2020. The CSA Report sets out CSA’s view of the fair value of tenements held by Cobre, and is attached as Appendix B to this Report. We have relied on the CSA Report when completing our Sum-of-the-Parts valuation of Cobre; and
We have considered the surplus assets and liabilities through use of the audited statement of financial position of Cobre as at 30 June 2020 (updated for more current information as appropriate from the management accounts as of 31 December 2020).

We have also considered an MBV approach for Cobre (refer to Section 8.4). It is generally possible to complete an MBV of a company when there is a readily observable market for the trading of the company’s shares. The shares of Cobre are traded on the ASX and CHIA. It is possible to consider the valuation of Cobre using the MBV methodology as there is a readily observable market for the trading of shares in Cobre.

9.2 Overview of CSA’s Independent Technical Specialist’s Report

We have had regard to the CSA Report which sets out the market valuation of Cobre’s projects, Perrinvale and Sandiman.

The CSA Report was coordinated by Mr Brendan Clarke, who was assisted in completing the CSA Report by other individuals as set out in the CSA Report.

Based on our enquiries and the information provided to us, we regard CSA and the authors of the Report to be Independent Specialists as referred to in the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Specialist Reports (‘the VALMIN Code’).

Regarding CSA’s Report we note:

CSA has prepared the Report in accordance with:
The VALMIN Code;
The JORC Code;
ASIC Regulatory Guidelines (in particular RG 111 Content of expert reports and ASIC RG 112 Independence of experts and
ASX Listing Rules;
CSA is independent with respect to Cobre, KML and MTR, and confirms that there is no conflict of interest with any party involved in the Proposed Transaction and neither CSA nor any of its personnel involved in the preparation of the CSA Report have any material interest in Cobre, KML, MTR or the associated mineral assets;
Neither CSA nor the authors of the CSA Report have (or have had previously) any material interest in Cobre, KML, MTR or the associated mineral assets. No member or employee of CSA has (or has had) any material shareholding in Cobre, KML or MTR; and
The statements and opinions contained in the CSA Report are given in good faith and in the belief that they are not false or misleading.

Based on our enquiries and the information provided to us, we regard CSA to be an independent specialist and in our view, it is appropriate for us to consider the work of CSA in completing our valuation work. CSA understands the purpose of the valuation work set out in this Report.

We confirm that we have been provided with express written consent by CSA to refer to and rely on the CSA Report for the purposes of our valuation work in this Report. We have made reasonable enquiries of CSA and are satisfied that the work

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

and valuations in the CSA Report are suitable for use in this Report. Notwithstanding this, we do not take responsibility for the work of CSA.

Any references to CSA’s work set out in this Report are in summary form only and do not substitute for a complete reading of the CSA Report. Our summary does not include all of the information that may be of interest to the Company’s shareholders. The CSA Report is attached to this Report as Appendix B. We recommend that Cobre shareholders read the CSA Report in full and in conjunction with this Report and related statements.

9.3 Sum-of-the-Parts Valuation of Cobre

Our Sum-of-the-Parts valuation of Cobre is set out as follows:

Section 9.3.1 sets out the value we have adopted for Cobre’s mineral assets;
Section 9.3.2 sets out the adjustment we have made to allow for Cobre’s surplus assets and liabilities that have not been considered as part of the value of Cobre’s mineral assets; and
Section 9.3.3 sets out our Sum-of-the-Parts valuation of Cobre’s shares prior to the Proposed Transaction on a controlling interest basis.

9.3.1 Technical Specialist’s Valuation of Cobre’s Mineral Assets

CSA has utilised a number of methods in valuing Perrinvale and Sandiman, including comparable transactions of exploration licences and geoscience factor ratings valuation method. Refer to Section 4 of the CSA Report in Appendix B for further detail on these valuation methodologies.

Table 9.1 below sets out a summary of the values we have adopted for Cobre’s mineral assets. We note:

The value adopted for the Perrinvale tenements is based on the CSA Report. For completeness we note that Cobre acquired the remaining 20% of Toucan Gold Pty Ltd (‘TGP’) for a total consideration of AUD1.58 million implying a total TGP value of AUD7.88 million. As TGP only explores the Perrinvale tenements covered in the CSA Report in relation to TGP, the total value of TGP is comparable to the value of Perrinvale tenements determined in the CSA Report. For completeness, we note that the implied purchase value of TGP is higher than the value range estimated by CSA; and
We have used an option pricing model to value Cobre’s interest in the Sandiman Project. As noted in Section 5.2.2, Cobre does not currently have any equity interest in the Sandiman Project, but has an option to earn up to an 80% ownership in the Sandiman Project through the farm-in agreement. We note that the option is currently valued at its cost of AUD75,000 on Cobre’s FY20 balance sheet, while CSA has noted a value of AUD0.25 million, AUD0.50 million and AUD0.75 million for the low, preferred and high value respectively. Management has noted that the current exploration spend to date is AUD74,069 (before apportionment of administration costs) in relation to the Sandiman Project. In light of the following information we have adopted an option pricing model to determine the value with inputs as follows:
Stock price equal to CSA’s valuation of the Sandiman Project tenements;
Exercise price equal to the AUD565,000 of farm-in expenditure required to be made;
Volatility of 100% based on our estimate of the volatility that may be applied to a market participant in relation to this option;
Time to maturity of two years based on the total farm-in period; and
Risk-free rate of 0.08%.

Table 9.1: Values Adopted for Cobre’s Mineral Assets


Valuation of Cobre’s Mineral Assets



Value of Perrinvale Tenements (100% Basis)	750,000 1,500,000 2,250,000
Sandiman Farm-in Agreement (Option Basis)	38,971 122,506 224,806
Total Tenements Value	788,971 1,622,506 2,474,806

Source: The CSA Report, BDOCF Analysis

1 CSA Preferred value refers to the value we have calculated by adopting CSA’s Preferred value for Cobre’s mineral assets.

CSA have considered the wide range of values derived for Cobre’s mineral assets and have concluded that the range adopted provides a reasonable representation of possible valuation outcomes, given the uncertainties inherent in valuing early-stage exploration and pre-development projects.

Cobre’s shareholders should refer to the full CSA Report attached as Appendix B for further information on the values calculated for Cobre’s mineral assets.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

9.3.2 Adjustment for Surplus Assets and Liabilities

The value of Cobre’s mineral assets excludes, amongst other issues, the impact of any surplus assets or liabilities held by the Company. In our view, it is appropriate to add the Company’s cash and cash equivalents and add/subtract the value of any other surplus assets/liabilities.

We have considered the carrying values recorded in Cobre’s balance sheet as at 30 June 2020 (updated for more current information as appropriate from the management accounts as of 31 December 2020) and have made enquiries of the Directors and management of Cobre through their advisors. Based on our enquiries, we have summarised the value we have adopted for Cobre’s surplus assets and liabilities in Table 9.2 below.

Table 9.2: Values Adopted for the Surplus Assets and Liabilities

	Value (AUD)
Cash and Cash Equivalent	4,339,064
Value of MTR Shares	67,366
Surplus Liabilities of Cobre	(216,905)
Value of Cobre's Other Asset and Liabilities	4,189,526

Source: Cobre’s Financial Statements as at 30 June 2020, management accounts as of 31 December 2020, and BDOCF analysis

In relation to Cobre’s other assets and liabilities we note:

Cash and cash equivalents: We have adjusted the cash position as at 30 June 2020 for expenses incurred to the end of 31 December 2020 in relation to exploration and operating costs, and cost directly attributable to the Proposed Transaction;
Value of MTR Shares: Cobre received shares in MTR as part of an exclusivity agreement during MTR’s due diligence before investing into Cobre. We have adopted MTR’s share price as of the 26 February 2021 for the 165,872 shares held by Cobre;
Surplus Liabilities of Cobre: We have included accounts payable, accrued expenses, related party loans and ATO integrated accounts (GST, PAYG withholdings etc.) as of 31 December 2020; and
Contingent Liabilities: We note that as of FY20, Cobre under the MTR subscription letter dated 19 November 2019 will fully indemnify MTR for any capital gains tax (or other tax) charge that it incurs on the disposal of the Pre-IPO Shares following the offer, up to a capped aggregate amount of AUD30,000. We have made an adjustment for this amount under surplus liabilities.

All the other assets and liabilities items excluded form Table 9.2, from Cobre’s balance sheet, have either been factored in as working capital, or have been accounted for in CSA’s valuation of the mineral assets.

We have also been informed by the Directors that there are no other material assets, liabilities or off balance sheet assets and liabilities or unrecognised liabilities as at the date of this Report that have not been included in the above adjustments.

9.3.3 Value of a Cobre Share

Our Sum-of-the-Parts valuation of Cobre is set out in Table 9.3 below.

Table 9.3: Sum-of-the-Parts Valuation of Cobre Prior to the Proposed Transaction

SOTP - Cobre	Low Value (AUD) CSA Preferred Value1 (AUD) High Value(AUD)	Low Value (AUD) CSA Preferred Value1 (AUD) High Value(AUD)	Low Value (AUD) CSA Preferred Value1 (AUD) High Value(AUD)


Valuation of Cobre’s Mineral Assets	788,971 1,622,506 2,474,806
Surplus Asset & Liabilities of Cobre	4,189,526 4,189,526 4,189,526
Equity Value of Cobre to all Security Holders	4,978,497 5,812,032 6,664,331
Value of the Options on Issue2
	(163,677) (299,692) (365,011)

Equity Value Attributable to Ordinary Shareholders	4,814,819 5,512,340 6,299,321
Number of Cobre shares	104,520,688 104,520,688 104,520,688
Value of Cobre share (control basis)	0.046 0.053 0.060

Source: BDOCF Analysis

1 CSA preferred value refers to the value we have calculated by adopting CSA’s preferred value for Cobre’s mineral assets. 2 In addition to the ordinary shares on issue, Cobre also has 15.249 million options with exercise prices ranging from AUD0.20 to AUD0.30 (see Section 5.3.2) and all tranches have vested. We have adopted a Black Scholes option pricing model to calculate the value of the outstanding options.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

9.4 Market Based Valuation of Cobre Prior to the Proposed Transaction on a Controlling Basis

Our market based valuation of Cobre prior to the Proposed Transaction is set out as follows:

Section 9.4.1 sets out Cobre’s recent share trading data;
Section 9.4.2 sets out Cobre’s liquidity of ordinary shares;
Section 9.4.3 sets out other market considerations we have had regard to; and
Section 9.4.4 sets out our view as to the MBV of Cobre prior to the Proposed Transaction.

9.4.1 Analysis of Cobre’s Share Trading Data

Information relating to the recent share trading data of Cobre’s ordinary shares along with an analysis of recent announcements made by Cobre to the ASX are set out in Section 5.4.1 and Section 5.4.2.

For the purposes of our MBV, we have considered in Table 9.4 below the combined VWAP of Cobre shares, from each of the listed exchanges, over 1 week, 1 month, 3 months, 6 months, 9 months, and since listing over the following two periods:

The period ending 20 August 2020 (being the last day of trading before the Proposed Transaction was announced); and
The period ending 26 February 2021 reflecting a more current VWAP.

Table 9.4: Cobre’s Exchange Weighted VWAP[1] for Specified Periods Ending on 20 August 2020 and 26 February 2021

Period before 20 August 2020	VWAP (AUD) Period before 26 February 2021 VWAP (AUD)
1 Week	0.2017 1 Week 0.2326
1 Month	0.1924 1 Month 0.2261
3 Months	0.1892 3 Months 0.2220
6 Months	0.1812 6 Months 0.1890
9 Months	n/a 9 Months 0.1890
Since Listing	0.2050 12 Months 0.1820

Source: Capital IQ as at 26 February 2021

1 Exchange weighted VWAP is identified by calculating the VWAP’s for the specified periods for each of the listed exchanges with reference to the total volume traded.

9.4.2 Liquidity of Cobre’s Shares

Information on the liquidity of Cobre’s shares is set out in Section 5.4.2 of this Report.

Assuming a weighted average number of 101,708,620 Cobre shares on issue over the period, approximately 65.61% of the total shares on issue were traded over the period 31 January 2020 to 26 February 2021.

In our view, this indicates that Cobre shares have sufficient liquidity to complete an MBV.

9.4.3 Other Considerations – Price Capital Raised at in IPO

In addition to the ASX trading of Cobre shares we note on 31 January 2020 Cobre listed on ASX, issuing 50 million shares at an issue price of AUD0.20 to raise a total amount of AUD10 million.

9.4.4 Conclusion on MBV

Having regard to the information set out above, in our view it is appropriate to adopt a value of AUD 0.1812 to AUD 0.2326 per Cobre ordinary share on a minority interest basis for our MBV. This range is broadly consistent with the VWAP ranges set out in Table 9.4 above.

To calculate a controlling interest value, we are of the view that it is appropriate to apply a control premium to the value range we have estimated from the prices of minority parcel share interests in Cobre. A controlling interest in a company is generally regarded as being more valuable than that of a minority interest as it may provide the owner with:

Control over the operating and financial decisions of the company;
The right to set the strategic direction of the company;
Control over the buying, selling and use of the company’s assets; and
Control over the appointment of staff and setting of financial policies.

The increase in value for a controlling interest is often observed where an acquirer launches a takeover bid, or some other mechanism for control, for another company. Empirical research suggests that control premiums are typically within the range of 20% to 40%, which is broadly consistent with our recent transaction analysis. We have provided additional discussion on control premiums in Appendix A.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Having regard to the information available to us, in our view it is appropriate to apply a 30% control premium to our MBV range that was determined having regard to minority interests. Table 9.5 below sets out our calculated controlling interest MBV.

Table 9.5: Market Based Value of Cobre (Controlling Interest)

	Low Value (AUD) Mid Value (AUD) High Value (AUD)
Value of a Share in Cobre (Minority Interest) ($/share)	0.1812 0.2069 0.2326
Control Premium (%)	30% 30% 30%
Value of a Share in Cobre (Controlling Interest) ($/share)	0.2355 0.2689 0.3024

Source: BDO Analysis

9.4.5 Implied Market Value of Cobre Tenements

In Table 9.6 below we have set out the implied market value for Cobre tenements by calculating the total equity value based on the MBV and subtracting the value we have attributed to the other assets and liabilities in Cobre.

Table 9.6: Implied Market Value of Cobre Tenements

Implied Market Value of Cobre Tenements	Low Value (AUD) Mid Value (AUD) High Value (AUD)
Value of a Share in Cobre (Minority Interest) ($/share)	0.1812 0.2069 0.2326
Control Premium (%)	30% 30% 30%
Value of a Share in Cobre (Controlling Interest) ($/share)	0.2355 0.2689 0.3024
Number of shares	104,520,688 104,520,688 104,520,688
Cobre Ordinary Share Value (Controlling Interest)	24,614,363 28,109,664 31,604,966
Add: Value of the Options on Issue	1,672,750 1,986,731 2,308,057
Cobre Equity Value (Controlling Interest)	26,287,113 30,096,395 33,913,023
Less: Value of Cobre's Other Asset and Liabilities	4,189,526 4,189,526 4,189,526
Implied Market Value of Cobre Tenements	22,097,587 25,906,869 29,723,497

Source: BDO Analysis

The implied market value of the Cobre tenements is between AUD22.1 million to AUD29.7 million which is higher than the value range determined by CSA. One explanation for the differential is that the market has a more optimistic view of the long term prospects of the tenements relative to the valuation evidence that CSA was able to obtain.

9.5 Value of Cobre’s Shares Prior to the Proposed Transaction on a Controlling Interest Basis

Having regard to our valuation of Cobre’s shares, in our view, for the purpose of our assessment of the Proposed Transaction it is appropriate to separately consider both the value derived from the Sum-of-the-Parts valuation methodology and the value derived from the MBV.

For completeness we note that Cobre is a company focused on progressing the Perrinvale Project and the Sandiman Farm-in project. In our view, the value of such companies may increase or decrease materially over short time periods depending on the ability to meet certain milestones, among other matters. The fluctuations in value are further exacerbated at the current time because of the market volatility and economic uncertainty caused by the COVID-19 outbreak.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

10.0 Valuation of Cobre Post Transaction

This section sets out our valuation of the shares in Cobre post the Proposed Transaction as follows:

Section 10.1 sets out our view of the most appropriate valuation methodologies to adopt for the purpose of valuing Cobre post the Proposed Transaction;
Section 10.2 sets out our overview of the CSA Independent Technical Specialist’s Report on the valuation of KML’s mineral assets;
Section 10.3 sets out our view on adjustments for surplus assets and liabilities for KML; and
Section 10.4 sets out our valuation of Cobre having regard to the Sum-of-the-Parts approach.

10.1 Our Valuation Approach for Cobre Post the Proposed Transaction

We have considered each of the valuation methodologies outlined in Section 8.0 above and determined, in our view, the most appropriate methodology for calculating the value of Cobre post the Proposed Transaction. Having regard to our assessment of the nature of Cobre and KML’s assets, we have chosen to employ a Sum-of-the-Parts approach. Broadly, our Sum-of-the-Parts valuation utilises the following valuation methodologies:

We have adopted the equity value calculated for Cobre on a controlling interest basis above (refer to Table 9.3);
We have relied on the valuation of the mineral assets held by KML set out in the CSA Report. The CSA Report sets out CSA’s view of the fair value of the tenements held by KML (directly and indirectly), and is attached as Appendix B to this Report. We have relied on the CSA Report when completing our Sum-of-the-Parts valuation of Cobre post the Proposed Transaction; and
We have considered the surplus assets and liabilities of KML having regard to the information made available in relation to KML’s assets and liabilities as at the date of this Report.

10.2 Technical Specialist’s Valuation of KML’s Mineral Assets

We have had regard to the CSA Report noted in Section 9.2, which also sets out a market valuation of KML’s projects (direct and indirect), which include Okavango, Ngami, Kitlanya East and Kitlanya West.

CSA has utilised a number of methods in valuing KML’s mineral assets, including comparable transactions of mineral resources and exploration licences and geoscience factor ratings valuation method. Refer to section 4 of the CSA Report in Appendix B for further detail on these valuation methodologies.

Table 10.1 below sets out a summary of CSA’s valuation of KML’s mineral assets. We have adjusted the values of KML’s mineral asset for value attributable to Cobre based on the pro rata ownership. As Cobre Kalahari will own up to 51% of KML (we have assumed the Change of Control Approval is obtained and adopted 51%), we have applied a 51% attribution for tenements directly owned by KML and tenements owned by Kitlanya, and applied a 26% attribution for tenements owned by Triprop. We have not applied a discount for minority interest on the basis Cobre has a high degree of control over KML’s strategic decisions.

Table 10.1: Values Adopted for KML’s Mineral Assets

Valuation of KML’s Mineral Assets Attributable to Cobre	Low Value (USD) CSA Preferred Value1 (USD) High Value (USD)	Low Value (USD) CSA Preferred Value1 (USD) High Value (USD)	Low Value (USD) CSA Preferred Value1 (USD) High Value (USD)
Value of Tenements owned by Kalahari Metals Limited	357,000 663,000 1,020,000
Value of Tenements owned by Kitlanya (Proprietary) Limited
	663,000 1,275,000 1,683,000

Value of Tenements owned by Triprop (Proprietary) Limited	130,050 260,100 390,150
Total Tenements Value (Attributable to Cobre)	1,150,050 2,198,100 3,093,150

Source: The CSA Report, BDO Analysis

1 CSA preferred value refers to the value we have calculated by adopting CSA’s preferred value for KML’s mineral assets.

CSA have considered the wide range of values derived for KML’s mineral assets and have concluded that the range adopted provides a reasonable representation of possible valuation outcomes for KML’s mineral assets, given the uncertainties inherent in valuing early-stage exploration and pre-development projects.

Non-Associated Shareholders should refer to the full CSA Report attached as Appendix B for further information on the values calculated for KML’s mineral assets.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

10.3 Adjustment for Surplus Assets and Liabilities

The value of KML’s mineral assets excludes the impact of any surplus assets or liabilities held by KML. In our view, it is appropriate to add the company’s cash and cash equivalents and add/subtract the value of any other surplus assets/liabilities.

We have considered the carrying values recorded in KML’s balance sheet as at 31 December 2019 (updated for more current information as appropriate from the trial balance as of 30 November 2020) and have made enquiries of KML through Cobre and their advisors. Based on our enquiries, we have summarised the value we have adopted for KML’s surplus assets and liabilities in Table 10.2 below.

Table 10.2: Values Adopted for the Surplus Assets and Liabilities of KML

	Value (USD)
Cash	285,000
Value of KML's Other Asset and Liabilities	285,000

Source: KML’s Financial Statements as at 31 December 2019, Trial Balance as of 30 November 2020) and BDOCF analysis

In relation to KML’s other assets and liabilities we note:

There is a minimum cash balance required in KML at the time of acquisition of USD285,000. We have adopted this value as the value of cash held by KML;
In respect of KML’s acquisition of Kitlanya, the terms of the Proposed Transaction require Cobre and MTR to pay RED the discovery bonus by either electing to pay its relevant proportion of the discovery bonus in cash or to issue shares in itself to RED (subject to a cap so that RED will not hold more than 19.99% shares in Cobre). The discovery bonus will be calculated reference to the volume of the copper contained in the JORC Resource Declaration at a price of USD5 per tonne of copper. We have not made any adjustment for amounts that may be payable on the assumption that any value payable will be offset by the increase in value arising from the JORC Resource Declaration;
In the financial statements available to us there were amounts owing from MTR. MTR agreed to subscribe for an additional 42 million shares in KML at an aggregate subscription price of USD1.5 million[12] . Only USD0.25 million in respect of these shares was paid at completion of the transaction, while the remainder is due when KML receives invoices that are due and payable. As at 14 December 2020, KML management confirmed that USD0.75 million was paid with the remainder still payable by MTR to KML; and
As per clause 3.5 of schedule 3 of SPA, the related party amounts are warranted, therefore all amounts owed by the vendors or any related bodies corporate of any vendor to a KML group company or owed to the vendors or any related bodies corporate of any vendor by a KML group company as at 31 December 2019 are specifically and separately disclosed in the accounts and there has been no alteration in those amounts since 31 December 2019.

10.4 Valuation of Cobre Post the Proposed Transaction on a Minority Interest Basis – Sum-of the-Parts

The Proposed Transaction involves the issue of up to 21,444,582 fully paid ordinary shares in Cobre to acquire up to a 51% stake in KML. To calculate the value of an ordinary share in Cobre on a minority interest basis post the Proposed Transaction we have:

Adopted the equity value calculated for Cobre on a controlling interest basis as set out in Table 9.3;
Assumed that the Change of Control Approval will be received. In circumstances that this approval is not received following shareholder approval of the Proposed Transaction, we do not expect that the opinions set out in this Report would differ materially;
Adopted 51.0% of KML’s mineral assets value per values provided in the CSA Report and summarised in Table 10.1;
Adopted 51.0% of KML’s surplus assets and liabilities summarised in Table 10.2;
Increased the number of shares on issue by 21,444,582 for consideration shares to be issued under the Proposed Transaction to a total of 124,415,270;
Calculated the equity value per share on a control basis by dividing the equity value attributable to ordinary shareholders by the number of shares outstanding post the Proposed Transaction; and
Calculated the equity value held by all equity holders on a minority interest basis by applying a minority interest discount of 23.1% (equivalent to the inverse of our assumed control premium of 30%). Our assumed control premium of 30% is based on the results of our research and analysis into control premiums in Australia (refer to Appendix A).

12 For completeness, we note that MTR entered into two royalty agreements with KML on 14 February 2020

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Our valuation of Cobre following the Proposed Transaction is set out in Table 10.3 below.

Table 10.3: Equity Value of Cobre after the Proposed Transaction on a Minority Interest Basis

	Low Value (AUD) CSA Preferred Value1 (AUD) High Value (AUD)	Low Value (AUD) CSA Preferred Value1 (AUD) High Value (AUD)	Low Value (AUD) CSA Preferred Value1 (AUD) High Value (AUD)

Equity Value of Cobre prior to the Proposed Transaction
	4,978,497 5,812,032 6,664,331

Valuation of KML’s Mineral Assets (51% of Ownership)
	1,490,695 2,849,177 4,009,341

Surplus Assets & Liabilities of KML (51%)2	188,403 188,403 188,403
Equity Value of Cobre to all Security Holders	6,657,594 8,849,612 10,862,075
Value of the Options on Issue	(281,867) (424,864) (566,492)
Equity Value Attributable to Ordinary Shareholders
	6,375,728 8,424,748 10,295,583

Number of Cobre shares following the transaction	125,965,270 125,965,270 125,965,270
Value of Cobre share (control basis)	0.0506 0.0669 0.0817
Minority Discount3	-23% -23% -23%
Value of Cobre Shares (minority basis)	0.0389 0.0514 0.0629

Source: BDOCF analysis

1 CSA preferred value refers to the value we have calculated by adopting CSA’s preferred value for Cobre and KML’s mineral assets

2 Applied an USD:AUD exchange rate of 1.2962 as at 26 February 2021

3 Adjustment to remove control premium calculated as 1/(1+0.3), with the 0.3 input referring to the 30% control premium adopted

Table 10.3 above shows that our equity value of Cobre post the Proposed Transaction on a minority interest basis is between $0.039 and $0.063 per share having regard to a Sum-of-the-Parts valuation methodology.

10.5 Valuation of Cobre Post the Proposed Transaction on a Minority Interest Basis – MBV

In addition to the Sum-of-the-Parts valuation methodology, we have also considered an MBV post the Proposed Transaction to assist in providing a like-for-like comparison with our MBV of Cobre prior to the Proposed Transaction. The methodology applied is broadly consistent with Section 10.4 with the exception of:

The equity value adopted for Cobre on a control basis has been replaced with the equity value implied from our MBV (refer Table 9.6 above); and
The value adopted for MTR’s mineral assets has been replaced by the value implied by KML’s equity raising on 14 February 2020 where KML issued 42.37 million shares to MTR at a placement price of GBP0.0272. This implied a value of AUD11.64 million on a 100% basis[13] . In comparison, our value range for KML on a 100% basis is in the range of AUD2.71 million to AUD6.85 million[14] .

For completeness, we note that MTR entered into two royalty agreements with KML on 14 February 2020, therefore the placement price may not be reflective of the full fair market value of KML implied by the transaction. However, at the stage of development of the assets held, we are of the view that the value of the royalty is likely to be minimal at the time of the transaction.

Our valuation of Cobre following the Proposed Transaction having regard to the MBV is set out in Table 10.4 below.

Table 10.4: MBV of Cobre Post Transaction

Cobre MBV (Post)	Low Value (AUD) Mid Value (AUD) High Value (AUD)	Low Value (AUD) Mid Value (AUD) High Value (AUD)	Low Value (AUD) Mid Value (AUD) High Value (AUD)
Cobre Ordinary Share Value (Controlling Interest)	26,287,113 30,096,395 33,913,023
Value of KML's Tenements (based on MTR Purchase of KML shares (14 February2020)
	5,936,504 5,936,504 5,936,504

Equity Value to all Security Holders (Controlling Interest)	32,223,616 36,032,899 39,849,527
Minority Discount	-23% -23% -23%
Equity Value to all Security Holders (Minority Interest)	24,787,397 27,717,615 30,653,482
Less: Value of the Options on Issue	1,862,546 2,150,352 2,444,207
Equity Value Attributable to Ordinary Shareholders	22,924,852 25,567,263 28,209,275

13 Applied a GBP:AUD exchange rate of 1.9388 on 14 February 2020

14 Applied a USD:AUD exchange rate of 1.2962 on 26 February 2021

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Cobre MBV (Post)	Low Value (AUD) Mid Value (AUD) High Value (AUD)
Number of shares on issue following the Proposed Transaction	125,965,270 125,965,270 125,965,270
Cobre Value Per Share (Minority Interest)	0.1820 0.2030 0.2239

Source: BDOCF analysis

1 Adjustment to remove control premium calculated as 1/(1+0.3), with the 0.3 input referring to the 30% control premium adopted

Table 10.4 above shows that our equity value of Cobre post the Proposed Transaction on a minority interest basis is between $0.182 and $0.224 per share having regard to an MBV valuation methodology.

For completeness, we note on the last day prior to the trading halt on 21 August 2020 to announce the Proposed Transaction, Cobre’s shares closed at $0.19 per share. Following the announcement on 24 August 2020, Cobre’s share price closed at $0.185 per share. Between 24 August 2020 and 26 February 2021, Cobre’s share price traded as low as $0.135 and as high as $0.2807 per share.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Appendix A: Control Premium Analysis

A controlling interest in a company is usually regarded as being more valuable than a minority interest as it provides the owner with:

Control over the strategic direction of the company;
Control over the operating and financial decisions of the company;
Control over the buying, selling and use of the company’s assets; and
Control over appointment of staff and setting financial policies.

The increase in value for a controlling interest is often observed where an acquirer launches a takeover bid, or some other mechanism for control, for another company. For the purposes of our research on control premiums, we have defined a controlling interest to be an interest where the acquirer has acquired a shareholding of greater than 50% in the target company.

Generally, a range of factors may affect control premiums, including:

Specific acquirer premium and/or special value that may be applicable to the acquirer;
Concentration of ownership in the target company already held by the acquirer;
Market speculation about any impending transactions involving the target and/or the target sector;
The presence of competing bids; and
General market sentiment and economic factors.

To form our view of an appropriate range of control premium applicable to Cobre for the purposes of this Report, we have considered:

Recent independent expert’s reports which apply control premiums in the range of 20% to 40%;
Various industry and academic research, which suggests that control premiums are typically within the range of 20% to 40%;
Our own research on control premiums implied by the trading data of ASX listed companies subject to control transactions, which supported the range of 20% to 40%;
Various valuation textbooks; and
Industry practice and our experience.

Having regard to the information set out above, in our view, it is appropriate to consider control premiums of 30% for the purposes of assessing the Proposed Transaction within the context of this Report. This implies a minority interest discount in the range of 23.1%, calculated as the inverse of the control premium.

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

==> picture [62 x 26] intentionally omitted <==

Appendix B: Independent Technical Expert’s Report – CSA Report

1 MARCH 2021

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

COBRE LIMITED’S MINERAL ASSETS

Independent Technical Specialist’s Report

REPORT Nº R383.2020 26 February 2021

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Report prepared for

Report prepared for
Client Name	BDO Corporate Finance Ltd
Project Name/Job Code	CBEDDL01
Contact Name	Scott Birkett
Contact Title	Partner
Office Address	Level 10, 12 Creek Street, Brisbane, QLD 4000

Report issued by

Report issued by
CSA Global Office	CSA Global (UK) Limited First Floor, Suite 2, Springfield House Springfield Road Horsham, West Sussex, RH12 2RG UNITED KINGDOM T +44 1403 255 969 F +44 1403 240 896 E [email protected]
Division	Corporate

Report information

Filename	R383.2020 CBEDDL01 BDO CBE ITVR - FINAL 26Feb21
Last Edited	26/02/2021 11:56:00
Report Status	Final

Author and Reviewer Signatures

Coordinating Author	Trivindren Naidoo MSc, MAusIMM, FGSSA, PrSciNat
Contributing Author	Michael Cronwright MSc, PrSciNat, FGSSA
Contributing Author	Brendan Clarke PhD, PrSciNat, FGSSA
Peer Reviewer	Terry Burns BAppSc (Geology), GDipEd, PDGeosci (Mineral Economics), GDipEng (Mining), FAusIMM(CP)
CSA Global Authorisation	Graham Jeffress BSc(Hons), RPGeo (Mineral Exploration), FAIG, FAusIMM, FSEG, MGSA

© Copyright 2021

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Executive Summary

CSA Global (UK) Limited (“CSA Global”), an ERM Group company, was commissioned by BDO Corporate Finance Ltd (“BDO”) to prepare an Independent Technical Assessment Report and Valuation of the Cobre Limited (“Cobre” or the “Company”) Mineral Assets comprising the Sandiman and Perrinvale Projects in Western Australia. In addition, the Technical Assessment and Valuation considers the Kalahari Copper Project in Botswana, as Cobre will acquire 49.99% of Kalahari Metals Ltd (“KML”), the owner of the Kalahari Copper Project, pursuant to a Heads of Agreement dated 24 August 2020.

This Independent Technical Assessment and Valuation Report (“the Report”) was prepared for BDO. The Report provides an opinion to support an Independent Expert’s Report to be prepared by BDO, and has been prepared as a public document, in the format of an independent technical specialist’s report and has been prepared in accordance with the JORC and VALMIN codes.

The Report provides a review of the Kalahari, Perrinvale and Sandiman Projects and provides a technical valuation of these Mineral Assets. CSA Global has used a range of valuation methodologies to reach a conclusion on the value of the Mineral Assets. Note that the valuation is of the Kalahari, Sandiman and Perrinvale Mineral Assets and not the value of Cobre as a company.

The statements and opinions contained in this Report are given in good faith and in the belief that they are not false or misleading. The conclusions are based on the reference date of 24 February 2021 and could alter over time depending on exploration results, mineral prices, and other relevant market factors. In CSA Global’s opinion, nothing material has occurred up to the date of this Report, since the valuation date to affect CSA Global’s technical review and valuation opinion.

CSA Global’s valuations are based on information provided by Cobre, KML and public domain information. CSA Global has endeavoured, by making all reasonable enquiries, to confirm the authenticity and completeness of the technical data upon which this Report is based. No audit of any financial data has been conducted. The valuations discussed in this Report have been prepared at a valuation date of 24 February 2021. It is stressed that the values are opinions as to likely values, not absolute values, which can only be tested by going to the market.

Kalahari Copper Project

The Kalahari Copper Project (“KCP”) comprises a licence holding over a portion of the Kalahari Copper Belt in the northwest of Botswana and comprises four projects namely the Okavango Copper Project (“OCP”), the Ngami Copper Project (“NCP”), Kitlanya East and Kitlanya West. The region contains a number of advanced exploration projects, the most significant being Sandfire Resources Limited’s (“Sandfire”) T3 Copper-Silver Project (“T3”).

The licence holding comprises 12 prospecting licences of which seven are held by KML and five held by Triprop Holdings (Pty) Ltd (“Triprop”), with whom KML holds a 51% contractual right. The projects are located around the developed centres of Maun and Ghanzi and are readily accessible by road. Collectively, the tenure of the KCP is 8,099 km[2] in 12 exploration permits, which has been confirmed as being valid and in good standing by the Department of Mines, Botswana.

The projects are all considered early-stage exploration projects targeting stratabound copper-silver mineralisation hosted in the D’kar Formation at or above the redox front with the Ngwako Pan Formation (part of the Ghanzi Group). Most of the mineralisation in the region is hosted in steep structural zones along or above this contact, particularly in steep F1 fold limbs, but also includes substantial shear- and vein- hosted mineralisation. There is also mineralisation associated with domal axial closures as is the case for the MOD Resources T3 deposit. The targeting has relied heavily on airborne magnetic and airborne electromagnetic (“AEM”) survey data due to the variable Kalahari cover thickness over the licences. This data has been used to identify potentially prospective targets by mapping the stratigraphy and complex structures. Soil geochemistry has been used with limited success. Scout drilling on a number of the targets has confirmed

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

the presence of copper-silver mineralisation at the OCP and the NCP. Scout drilling on the other projects has confirmed the presence of the prospective contact of the D’Kar and Ngwako Pan formations that required KML modify the exploration targeting model. There remain numerous untested geophysical targets within the KCP.

At the OCP and NCP, the exploration by Triprop and more recently by KML has confirmed the presence of copper-silver stratabound mineralisation. KML has further developed its understanding of the geology of the property, and the complexity introduced by palaeotopography into the AEM targeting can be mitigated via the high-resolution aeromagnetic data. Both projects are considered prospective, especially in areas where the Kalahari cover sequence is less well developed.

The Kitlanya East Project is considered prospective for stratabound copper-silver mineralisation based on the proximity to the T3 deposit and presence of prospective geology within the project area. To date, only one target area has been explored by KML with several targets still untested.

The Kitlanya West Project is considered prospective for stratabound copper-silver mineralisation based on the location of the area along strike from the NCP, as well as the interpreted prospective basement geology, host lithologies, and structural setting of the project area.

West Australian Projects

Cobre currently has an interest in two early-stage copper exploration projects in Western Australia – Perrinvale (held by Cobre) and Sandiman (in which Cobre holds an earn-in option).

The Perrinvale Project is located approximately 260 km northwest of Kalgoorlie in the central part of the Yilgarn Craton of Western Australia and comprises a contiguous group of nine granted exploration licences covering a total of 348 km² and one application covering 60km² held by Toucan Gold Pty Ltd, a wholly-owned subsidiary of Cobre.

The licences cover a substantial portion of two discrete, Archaean age, greenstone belts within the Southern Cross Domain, the Panhandle Greenstone Belt and the Illaara Greenstone Belt to the east. The Panhandle Greenstone Belt within the Perrinvale Project is host to a number of prospective volcanogenic massive sulphide (VMS) targets.

Exploration in the area started in the mid-1970s and a combination of soil geochemistry, geophysics and drilling has identified a number of VMS and gold targets. Recent exploration by Cobre has largely focused on developing certain targets in the Panhandle Greenstone Belt and has confirmed the historical results. CSA Global is of the opinion the Perrinvale Project is prospective for VMS-style polymetallic base metal and gold mineralisation, as well as mesothermal gold mineralisation.

The Sandiman Project is located in the Upper Gascoyne Shire, straddling the south-eastern corner of the Mount Sandiman 1:100,000 sheet no. 1949, and the north-eastern corner of the Lyons River 100,000 sheet no. 1948. The Sandiman Project comprises a single tenement (E09/2316) totalling 202 km² in size. The licence held by GTTS Generations Pty Ltd is subject to a farm-in agreement whereby Cobre is entitled to earn-in and acquire up to an 80% interest in the tenement.

The Sandiman Project is conceptually prospective for Mississippi Valley Type (“MVT”) and possibly also VMS base metal deposits. This is based on the cluster of barite veins in sedimentary basin rocks in a craton-margin geological setting along with recent exploration results reporting traces of lead-zinc-silver mineralisation. Exploration activity has been limited to remote sensing interpretation of ASTER imagery and limited field work. No drilling has been conducted on the property.

Valuation Opinion

CSA Global’s opinion as to the likely Market Value of the KCP as at 24 February 2021, on a 100% basis, is summarised in Table 1 and CSA Global’s opinion as to the likely Market Value of Cobre’s West Australian exploration tenure (or tenure it may earn into) as at 24 February 2021, on a 100% basis, is summarised in Table 2.

CSA Global Report №: R383.2020

III

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

It is stressed the valuation is an opinion as to likely values, not absolute values, which can only be tested by going to the market.

Table 1: Market value of the Botswanan Copper Tenements as at 24 February 2021 (100% basis)

Licence grouping	Area (km²)	Low (US$ million)	Preferred (US$ million)	High (US$ million)
KML Triprop Kitlanya	1,999 1,449 4,652	0.7 0.5 1.3	1.3 1.0 2.5	2.0 1.5 3.3
Total	8,100	2.4	4.8	6.7

Note: The valuation has been compiled to an appropriate level of precision and minor rounding inconsistencies may occur.

Table 2: Market value of Cobre’s West Australian exploration tenure as at 24 February 2021 (100% basis)

Project	Area (km²)	Low (A$ million)	Preferred (A$ million)	High (A$ million)
Perrinvale Sandiman	348 202	0.75 0.25	1.50 0.50	2.25 0.75
Total	550	1.00	2.00	3.00

Note: The valuation has been compiled to an appropriate level of precision and minor rounding inconsistencies may occur.

CSA Global considers that its opinion must be considered in its entirety and that selecting portions of the analysis, or factors considered by it, without considering all factors and analyses together could create a misleading view of the process underlying the opinions presented in this Report. The timing and context of an independent valuation report is complex and does not lend itself to partial analysis or selective interpretations without consideration of the entire report.

In CSA Global’s opinion, nothing material has occurred up to the date of this Report and since the Valuation Date, to affect CSA Global’s technical review and valuation opinion.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

	Report prepared for .................................................................................................................................................. I	Report prepared for .................................................................................................................................................. I
	Report issued by ....................................................................................................................................................... I
	Report information ................................................................................................................................................... I
	Author and Reviewer Signatures .............................................................................................................................. I
EXECUTIVE SUMMARY ................................................................................................................................................ II
	Kalahari Copper Project ........................................................................................................................................... II
	West Australian Projects ......................................................................................................................................... III
	Valuation Opinion ................................................................................................................................................... III
1	INTRODUCTION ................................................................................................................................................ 1
	1.1	Context, Scope and Terms of Reference ................................................................................................... 1
	1.2	Compliance with the VALMIN and JORC Codes ......................................................................................... 1
	1.3	Principal Sources of Information ............................................................................................................... 1
	1.4	Authors of the Report – Qualifications, Experience and Competence ...................................................... 2
	1.5	Prior Association and Independence ......................................................................................................... 3
	1.6	Declarations ............................................................................................................................................... 3
2	KALAHARI COPPER PROJECT ............................................................................................................................. 5
	2.1	Location and Access ................................................................................................................................... 5
	2.2	Ownership and Tenure .............................................................................................................................. 6
	2.3	Geology and Mineralisation ....................................................................................................................... 7
		2.3.1 Regional Tectonic Context ................................................................................................................ 7
		2.3.2 Regional Mineralisation .................................................................................................................... 8
		2.3.3 Ghanzi-Chobe Belt ............................................................................................................................ 8
		2.3.4 Age and Depositional Setting ......................................................................................................... 10
		2.3.5 Structure and Metamorphism ........................................................................................................ 11
		2.3.6 Mineralisation ................................................................................................................................ 11
	2.4	Karoo Supergroup .................................................................................................................................... 14
	2.5	Kalahari Group ......................................................................................................................................... 14
	2.6	Project Geology ....................................................................................................................................... 15
	2.7	Work Completed on the Licence Areas ................................................................................................... 15
		2.7.1 Context ........................................................................................................................................... 15
		2.7.2 Overview ........................................................................................................................................ 16
	2.8	Okavango Copper Project ........................................................................................................................ 19
		2.8.1 Prospectivity ................................................................................................................................... 21
	2.9	Ngami Copper Project .............................................................................................................................. 21
		2.9.1 Prospectivity ................................................................................................................................... 23
	2.10	Kitlanya East............................................................................................................................................. 23
		2.10.1 Prospectivity ................................................................................................................................... 27
	2.11	Kitlanya West ........................................................................................................................................... 28
		2.11.1 Prospectivity ................................................................................................................................... 28
3	WESTERN AUSTRALIAN PROJECTS .................................................................................................................. 29
	3.1	Perrinvale Project .................................................................................................................................... 30
		3.1.1 Location and Tenure ....................................................................................................................... 30
		3.1.2 Geology and Mineralisation ........................................................................................................... 31

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

		3.1.3	Structural Framework ..................................................................................................................... 34
		3.1.4	Illaara Greenstone Belt ................................................................................................................... 35
		3.1.5	Panhandle Greenstone Belt ............................................................................................................ 35
		3.1.6	Historical Exploration ..................................................................................................................... 37
		3.1.7	Current Exploration Activities......................................................................................................... 39
		3.1.8	Heliborne Airborne Electromagnetic Survey .................................................................................. 40
		3.1.9	2019 Reverse Circulation Drilling Program ..................................................................................... 40
		3.1.10	Soil Geochemical Database Compilation ........................................................................................ 41
		3.1.11	Moving Loop Electromagnetic Survey ............................................................................................ 43
		3.1.12	Downhole Electromagnetic (2020) ................................................................................................. 44
		3.1.13	First Drilling Program ...................................................................................................................... 44
		3.1.14	Gravity Survey (2020) ..................................................................................................................... 44
		3.1.15	Soil Sampling and Geological Mapping (2020) ............................................................................... 45
		3.1.16	Second Drilling Program ................................................................................................................. 45
		3.1.17	Prospectivity ................................................................................................................................... 53
	3.2	Sandiman Project ..................................................................................................................................... 53
		3.2.1	Location and Tenure ....................................................................................................................... 53
		3.2.2	Geology .......................................................................................................................................... 55
		3.2.3	Local Geology ................................................................................................................................. 56
		3.2.4	Barite .............................................................................................................................................. 56
		3.2.5	Historical Exploration ..................................................................................................................... 56
		3.2.6	Current Exploration ........................................................................................................................ 57
		3.2.7	Prospectivity ................................................................................................................................... 57
4	VALUATION .................................................................................................................................................... 58
	4.1	Previous Valuations and Transactions ..................................................................................................... 58
		4.1.1	Kalahari Copper Project .................................................................................................................. 58
		4.1.2	Perrinvale ....................................................................................................................................... 58
		4.1.3	Sandiman ........................................................................................................................................ 58
	4.2	Valuation Approach ................................................................................................................................. 59
	4.3	Commodity Market and Pricing ............................................................................................................... 59
	4.4	Comparative Transactions ....................................................................................................................... 61
		4.4.1	Copperbelt Transactions ................................................................................................................ 61
		4.4.2	West Australian Exploration Ground Transactions ........................................................................ 64
	4.5	Geoscience Rating Method ...................................................................................................................... 66
		4.5.1	Botswanan Tenements ................................................................................................................... 66
		4.5.2	West Australian Tenements ........................................................................................................... 67
	4.6	Valuation Opinion .................................................................................................................................... 68
		4.6.1	Kalahari Copper Project .................................................................................................................. 68
		4.6.2	West Australian Projects ................................................................................................................ 70
		4.6.3	Valuation Summary ........................................................................................................................ 71
5	REFERENCES ................................................................................................................................................... 72
6	GLOSSARY ...................................................................................................................................................... 73

7 ABBREVIATIONS AND UNITS OF MEASUREMENT ........................................................................................... 80

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Figures

Figure	1:	Location of the KCP licence areas showing local infrastructure .................................................................................. 5
Figure	2:	Location of the KCP licence areas in relation to other licence holders and deposits .................................................. 6
Figure	3:	Distribution of Kalahari Copperbelt from Namibia through Botswana (locations of licences under review are
		annotated)................................................................................................................................................................... 9
Figure	4:	Cartoon summarising features of mineralisation in the Calcareous Unit in the lower part of the D’Kar Formation
		(from Geerdts and Reynolds, 2012) .......................................................................................................................... 13
Figure	5:	Interpreted Kalahari cover thickness showing the licences under review showing known copper occurrences in
		areas of shallow or absent cover (from Haddon & McCarthy, 2005) ........................................................................ 14
Figure	6:	Project-scale geology interpreted by KML from aeromagnetic data showing the licences under review, also
		showing known copper deposits and occurrences.................................................................................................... 15
Figure	7:	KML used both historical and recent AEM data for drillhole targting ....................................................................... 19
Figure	8:	KML’s interpretation of the northern portion of the Kalahari Copperbelt using published results and drill collar
		densities of known deposits, to estimate the halo of higher-grade mineralisation surrounding each of the deposits
		(illustrated in red) ...................................................................................................................................................... 20
Figure	9:	Follow-up targets for future drill testing identified by KML (the calculated halo sizes of the known deposits are
		also provided as a reference) .................................................................................................................................... 21
Figure	10:	Interpreted geological map derived from the AEM data showing the 20 holes drilled by Triprop ........................... 22
Figure	11:	Summary of the phase 1 (Triprop) and phase 2 (KML) drilling results and targets identified for follow-up work .... 23
Figure	12:	Re-interpretation of the historical New Hana data and targets identified by KML ................................................... 24
Figure	13:	Area of interest identified based on the New Hana exploration and confirmed by recent KML work ..................... 25
Figure	14:	KML re-interpretation of the location of the Ngwako Pan and D’Kar formations using the New Hana geophysics
		and drilling results over the KIT-E-1A target ............................................................................................................. 26
Figure	15:	New targets identified by KML from the soil geochemistry, drilling and AEM data .................................................. 26
Figure	16:	Location of current drilling on targets KIT-E-1A and KIT-E-1B-by KML within Kitlanya East ...................................... 27
Figure	17:	Geological interpretation of Kitlanya West and AEM targets identified ................................................................... 28
Figure	18:	Location of Perrinvale and Sandiman Projects .......................................................................................................... 29
Figure	19:	Perrinvale tenements ................................................................................................................................................ 30
Figure	20:	Geological and tectonic map of the Yilgarn ............................................................................................................... 32
Figure	21:	Perrinvale geology and prospects ............................................................................................................................. 33
Figure	22:	Geological map of the Panhandle Greenstone Belt showing the location of the various targets ............................. 36
Figure	23:	AEM anomalies identified in the north Panhandle Greenstone Belt and phase 1 drilling completed from February
		to Mar 2020 ............................................................................................................................................................... 41
Figure	24:	Gold anomaly identified by Cobre from the historical soils geochemistry ................................................................ 42
Figure	25:	Locations of the MLEM surveys ................................................................................................................................. 43
Figure	26:	RC and DD drilling completed June to July 2020 (on AEM 60 m depth conductivity) ............................................... 46
Figure	27:	Second phase drilling results at Schwabe by Cobre in 2020 ..................................................................................... 49
Figure	28:	Second phase drill collars at Zinco Lago to Lago Rome (modelled MLEM plates also shown) .................................. 50
Figure	29:	Second phase RC drill collars at Ponchiera, Piega del West, and Costa del Islas (modelled MLEM plates also shown)
		.................................................................................................................................................................................. 51
Figure	30:	Sandiman tenure, infrastructure and geology .......................................................................................................... 54
Figure	31:	Copper price history in US$ ....................................................................................................................................... 60
Figure	32:	Gold price history in US$ and A$ ............................................................................................................................... 60
Figure	33:	All Copperbelt transactions ....................................................................................................................................... 61
Figure	34:	Kalahari Copperbelt transactions .............................................................................................................................. 62
Figure	35:	Transactions involving exploration licences in Western Australia in the past five years, excluding outliers ............ 65
Figure	36:	Transactions involving Western Australia exploration licences of between 50 km2and 500 km² ............................ 65
Figure	37:	Valuation of KCP (100% basis) ................................................................................................................................... 68
Figure	38:	Valuation of KML licences (100% basis) .................................................................................................................... 69
Figure	39:	Valuation of Triprop licences (100% basis) ................................................................................................................ 69
Figure	40:	Valuation of Kitlanya licences (100% basis) ............................................................................................................... 69
Figure	41:	Valuation of Perrinvale Project (100% basis) ............................................................................................................ 70
Figure	42:	Valuation of Sandiman Project (100% basis) ............................................................................................................. 71

CSA Global Report №: R383.2020

VII

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Tables

Table	1:	Market value of the Botswanan Copper Tenements as at 24 February 2021 (100% basis) ....................................... IV
Table	2:	Market value of Cobre’s West Australian exploration tenure as at 24 February 2021 (100% basis) ......................... IV
Table	3:	List of prospecting licences that constitute KML’s KCP ............................................................................................... 7
Table	4:	Summary of work conducted to date on the four projects within the KCP (prepared by KML for this report) ........ 17
Table	5:	Perrinvale tenement table ........................................................................................................................................ 31
Table	6:	Tectonic framework for the Perrinvale Project (Geomin, 2019) ............................................................................... 34
Table	7:	Summary of historical exploration conducted within the Illaara Greenstone Belt (Geomin, 2019 and SRK, 2020) .. 38
Table	8:	Summary of the recent exploration work conducted by Toucan .............................................................................. 39
Table	9:	Details of the drilling conducted in the Perrinvale Project by Cobre in 2019 and first drilling phase in 2020 .......... 40
Table	10:	Summary of first drilling program (includes the three RC drillholes from 2019) ...................................................... 44
Table	11:	Summary of significant intercepts of the second phase of drilling in 2020 ............................................................... 47
Table	12:	Sandiman tenement table ......................................................................................................................................... 55
Table	13:	Valuation basis and methods employed ................................................................................................................... 59
Table	14:	Analysis of Copperbelt transactions by country ........................................................................................................ 62
Table	15:	Analysis of Copperbelt transactions by area of tenure ............................................................................................. 63
Table	16:	Summary of KCP valuation based on comparative transactions ............................................................................... 63
Table	17:	Summary of KCP valuation based on ranked transaction values .............................................................................. 64
Table	18:	Analysis of transactions involving Western Australian exploration licences in the past five years ........................... 64
Table	19:	Summary of Western Australian projects valuation based on comparative transactions ........................................ 65
Table	20:	Summary of Western Australian projects valuation based on ranked transaction values ........................................ 66
Table	21:	Summary of Kilburn valuation of KCP tenure ............................................................................................................ 67
Table	22:	Summary of Kilburn valuation of West Australian projects ...................................................................................... 68
Table	23:	Market value of the Botswanan copper tenements as at 24 February 2021 (100% basis) ....................................... 71
Table	24:	Market value of Cobre’s West Australian exploration tenure as at 24 February 2021 (100% basis) ........................ 71

Appendices

Appendix A Valuation Approaches Appendix B Comparative Copperbelt Transactions Appendix C Comparative West Australian Exploration Tenure Transactions Appendix D Detailed Kilburn Valuations

CSA Global Report №: R383.2020

VIII

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

1 Introduction

1.1 Context, Scope and Terms of Reference

CSA Global (UK) Limited (CSA Global), an ERM Group company, was commissioned, by BDO Corporate Finance Limited (“BDO”) to prepare an Independent Technical Specialist’s Report (ITSR or the “Report”) on the Mineral Assets associated with Cobre Limited (“Cobre” or the “Company”). This includes two Mineral Projects in Western Australia (Perrinvale and Sandiman, referred to in this document as “the Cobre Projects”), and four projects in Botswana (Okavango, Ngami, Kitlanya West, and Kitlanya East in which Cobre will hold a share through its acquisition of 49.99% of Kalahari Metals Ltd (KML). The Botswana projects are collectively referred to as “the KML Projects” in this Report. BDO has requested the completion of this ITSR, together with valuation of the Mineral Assets under consideration, to support their preparation of an Independent Experts Report (“IER”) to assess the proposed acquisition of the KML shareholding.

1.2 Compliance with the VALMIN and JORC Codes

The Report has been prepared in accordance with the VALMIN Code 2015[1] , which is binding upon Members of the Australian Institute of Geoscientists (AIG) and the Australasian Institute of Mining and Metallurgy (AusIMM), the JORC Code[2] and the rules and guidelines issued by such bodies as the Australian Securities and Investments Commission (ASIC) and Australian Securities Exchange (ASX) that pertain to Independent Experts’ Reports.

The authors have taken due note of the rules and guidelines issued by such bodies as ASIC and ASX, including ASIC Regulatory Guide 111 – Content of Expert Reports, and ASIC Regulatory Guide 112 – Independence of Experts..

1.3 Principal Sources of Information

The Report has been based on information available up to and including 24 February 2021. The information was provided to CSA Global by Cobre and KML, or has been sourced from the public domain, and includes both published and unpublished technical reports prepared by consultants, and any other data relevant to the Cobre Projects and the KML Projects. Consent was obtained where necessary.

The authors have endeavoured, by making all reasonable enquiries within the timeframe available, to confirm the authenticity and completeness of the technical data upon which the Report is based.

A site visit was made to the KML Projects from 15 to 18 September 2020 in preparation of this Report. These projects are at a relatively early stage and no Mineral Resource estimates have been prepared for any of the projects.

No site visit was made to the Cobre Projects in preparation of this Report. The projects are at a relatively early stage and no Mineral Resource estimates have been stated. CSA Global concluded that it has sufficient knowledge of the project area and that the project stage is such that no material information would be gained by completing a site visit in this particular instance.

Tenement information on the KML Projects was independently confirmed by the Botswana Department of Mines in Letters of Good Standing dated 22 September 2020 and CSA Global has relied on these representations with regards to the validity, ownership, and good standing of KML’s granted project tenements.

1 Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets. The VALMIN Code, 2015 Edition. Prepared by the VALMIN Committee, a joint committee of the Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists.

2 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. The JORC Code, 2012 Edition. Prepared by: the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (JORC).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Tenement information on the Cobre Projects was provided by Cobre, and independently confirmed by CSA Global via the Mineral Titles Online portal provided by the Government of Western Australia Department of Mines, Industry Regulation and Safety (DMIRS).

CSA Global makes no other assessment or assertion as to the legal title of the tenements and is not qualified to do so.

1.4 Authors of the Report – Qualifications, Experience and Competence

The Report has been prepared by CSA Global, an ERM Group company, with its headquarters located in West Perth, Western Australia.

CSA Global provides multi-disciplinary services to a broad spectrum of clients across the global mining industry. Services are provided across all stages of the mining cycle from project generation, to exploration, resource estimation, project evaluation, development studies, operations assistance, and corporate advice, such as valuations and independent technical documentation.

The geological aspects of the KML Projects have been compiled and documented by Mr Michael Cronwright, Principal Consultant at CSA Global (South Africa). Mr Cronwright has also relied on feedback from Ian McGeorge, Associate Consultant to CSA Global (South Africa) who undertook the site visit to the KML Projects. Dr Brendan Clarke, Director – Africa for CSA Global, has also contributed to the documentation of the geology of the KML Projects. The geological aspects of the Cobre Projects have been compiled and documented by Mr Michael Cronwright and Mr Trivindren Naidoo. Mr Naidoo also supervised and finalised the valuation work on both sets of projects, with research inputs from Dr Clarke and Mr Cronwright.

Trivindren Naidoo is an exploration geologist with over 20 years’ experience in the minerals industry, including 14 years as a consultant, specialising in project evaluations and technical reviews as well as codecompliant reporting (JORC, VALMIN, NI 43-101 and CIMVAL) and valuation. His knowledge is broad-based, and he has wide-ranging experience in the field of mineral exploration, having managed or consulted on various projects ranging from first-pass grassroots exploration to brownfields exploration and evaluation, including the assessment of operating mines. Trivindren has the relevant qualifications, experience, competence, and independence to be considered a “Specialist” under the definitions provided in the VALMIN Code and a “Competent Person” as defined in the JORC Code.

Michael Cronwright is a geologist with 21 years of relevant industry experience gained in early-stage exploration and resource definition throughout Africa and Middle East. Michael is a Principal Consultant at CSA Global and based in the Johannesburg office. By virtue of his education, experience and professional affiliation, Michael is a Competent Person for the reporting of Exploration Results relevant to the styles of mineralisation documented in this Report. Michael has a M.Sc. (Exploration Geology), is a registered Pr.Sci.Nat., a fellow of the Geological Society of South Africa and a member of AusIMM.

Brendan Clarke is a geologist with over 20 years of relevant industry experience, the majority of which has been gained in early stage exploration and resource definition throughout Africa, the Middle East, Europe and India across the commodity spectrum. He is currently Partner and Director – Africa for CSA Global and is based in CSA Global’s UK office. By virtue of his education, professional affiliation and experience, Brendan is a Competent Person for the reporting of Exploration Results pertaining to the styles of mineralisation being documented in this Report.

Peer review was completed by CSA Global Associate Principal Consultant, Terry Burns, BAppSc (Geology), GDipEd, PDGeosci (Mineral Economics), GDipEng (Mining), FAusIMM(CP). He is a geoscientist, mineral economist, and mining engineer with more than 35 years’ experience in the discovery, development, operation, and investment assessment of a diverse range of commodities as either open pit and/or underground operations. His broad Australian and international experience includes discovery, geology, geometallurgy, mine engineering, project development, business and mine planning, Mineral Resource and Ore Reserve estimation, financial analysis, and the project management of both integrated and individual projects. Terry has the relevant qualifications, experience, competence, and independence to be considered

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

a “Specialist” under the definitions provided in the VALMIN Code and a “Competent Person” as defined in the JORC Code.

The global authorisation of this Report has been undertaken by CSA Global Manager Corporate, Principal Geologist, Mr Graham Jeffress, BSc (Hons) Applied Geology, FAIG, RPGeo (Mineral Exploration), FAusIMM, FSEG. Mr Jeffress is a geologist with over 27 years’ experience in exploration geology and management in Australia, Papua New Guinea, and Indonesia. Graham has worked in exploration (ranging from grassroots reconnaissance through to brownfields, near-mine and resource definition), project evaluation and mining in a variety of geological terrains, commodities and mineralisation styles within Australia and internationally. He is competent in multi-disciplinary exploration, and proficient at undertaking prospect evaluation and all phases of exploration – sampling, mapping, prospecting and drilling through to resource definition; as well as project management including planning, budgeting, logistics, safety, people management, landowner liaison and project presentation. Additionally, Graham has completed numerous Independent Geologist Reports, Competent Person Reports, and Independent Valuation Reports. He was a Federal Councillor of the AIG for 11 years and joined the Joint Ore Reserves Committee in 2014.

1.5 Prior Association and Independence

CSA Global has previously undertaken a valuation on the KML Projects, prior to the acquisition of the Kitlanya projects as part of a Competent Persons Report (CPR) prepared for Draganfly Investments Ltd (“Draganfly”). The valuation work carried out in that report (CSA Global, 2017) was undertaken by Trivindren Naidoo, who has supervised the valuation work documented in the current report. The CPR and valuation were undertaken independently of both KML and Draganfly, and CSA Global was paid a consulting fee in exchange for the work completed. As such, neither CSA Global, nor the authors of this Report, have or have had previously, any other material interest in KML or the mineral properties in which KML has an interest.

Neither CSA Global, nor the authors of this Report, have or have had previously, any material interest in Cobre or the mineral properties in which Cobre has an interest. CSA Global’s relationship with Cobre is solely one of professional association between client and independent consultant.

CSA Global is an independent consultancy. This Report is prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report. The fee for the preparation of this Report is approximately £25,000.

No member or employee of CSA Global is, or is intended to be, a director, officer, or other direct employee of Cobre. No member or employee of CSA Global has, or has had, any material shareholding in Cobre. There is no formal agreement between CSA Global and Cobre in relation to CSA Global conducting further work for Cobre.

1.6 Declarations

The statements and opinions contained in this Report are given in good faith and in the belief that they are not false or misleading. The Report has been compiled based on information available up to and including the date of the Report.

The statements and opinions are based on the reference date of 24 February 2021 and could alter over time depending on exploration results, mineral prices, and other relevant market factors. In CSA Global’s opinion, nothing material has occurred up to the date of this Report, since the valuation date to affect CSA Global’s technical review and valuation opinion.

The Valuation Basis employed by CSA Global is Market Value, as defined by the VALMIN Code (2015) and explained in Appendix A. The Valuation Date is 24 February 2021.

The opinions expressed in the Report have been based on the information supplied to CSA Global by Cobre. The opinions in the Report are provided in response to a specific request from BDO to do so. CSA Global has exercised all due care in reviewing the supplied information. Whilst CSA Global has compared key supplied data with expected values, the accuracy of the results and conclusions from the review are entirely reliant

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

on the accuracy and completeness of the supplied data. CSA Global does not accept responsibility for any errors or omissions in the supplied information and does not accept any consequential liability arising from commercial decisions or actions resulting from them. Opinions presented in the Report apply to the site conditions and features, as they existed at the time of CSA Global’s investigations, and those reasonably foreseeable. These opinions do not necessarily apply to conditions and features that may arise after the date of the Report, about which CSA Global had no prior knowledge nor had the opportunity to evaluate.

CSA Global’s valuations are based on information provided by Cobre and public domain information. This information has been supplemented by making all reasonable enquiries within the timeframe available, to confirm the authenticity and completeness of the technical data.

CSA Global considers that its opinion must be considered as a whole and that selecting portions of the analysis, or factors considered by it, without considering all factors and analyses together could create a misleading view of the process underlying the opinions presented in this Report. The timing and context of an independent valuation report is complex and does not lend itself to partial analysis or selective interpretations without consideration of the entire Report.

CSA Global has no obligation or undertaking to advise any person of any development in relation to the mineral assets which comes to its attention after the date of this Report. CSA Global will not review, revise or update the Report, or provide an opinion in respect of any such development occurring after the date of this Report.

No audit of any financial data has been conducted.

The valuations discussed in the Report have been prepared at a valuation date of 24 February 2021. It is again emphasised that the values are opinions as to likely values, not absolute values, which can only be tested by going to the market.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

2 Kalahari Copper Project

2.1 Location and Access

The Kalahari Copper Project (“KCP”) comprises a licence holding over a portion of the Kalahari Copper Belt in the northwest of Botswana. The KCP is divided into four projects – namely, the Okavango Copper Project (OCP), the Ngami Copper Project (“NCP”), Kitlanya East, and Kitlanya West (Figure 1).

==> picture [482 x 358] intentionally omitted <==

----- Start of picture text -----

A3
A3
----- End of picture text -----

Figure 1: Location of the KCP licence areas showing local infrastructure

The OCP is located to the east of the town of Maun and is accessed via the bitumen A3 highway and various dirt tracks.

The NCP and Kitlanya West Project are located approximately 85 km north of Ghanzi and 200 km southwest of Maun. Access is via a dirt track that heads west from the A3 along the border with the northwest and Ghanzi districts. The western edge of the Kitlanya West licences is along the Botswana-Namibia border.

The Kitlanya East Project is located about 40 km east of Ghanzi and stretch for approximately 140 km to the northeast. Access is via roads and tracks heading east from D’Kar.

The KCP landholding is in the same belt as a number of advanced and exploration-stage copper projects owned by ASX listed Sandfire Resources Limited (previously owned by MOD Resources (MOD) in joint venture with AIM listed Metal Tiger PLC), and Cupric Canyon Capital LLC (“Cupric Canyon”), a private US company.

The Neoproterozoic Kalahari Copper Belt hosts multiple known copper deposits, prospects and occurrences in Namibia and Botswana. There are some 16 named copper projects in Botswana ranging from very early grassroots stage to mine stage. There are five copper projects along strike of the licences under review, with

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

stated Mineral Resources and Ore Reserves reported in accordance with international reporting codes (JORC and CIM), which include:

Cupric Canyon:
Boseto project – 177 Mt at 1.3% Cu (Mineral Resources)
Khoemacau project – 93.5 Mt at 1.9% Cu and 33 g/t Ag (Mineral Resources)
Zone 5 deposit – Ore Reserves of 30 Mt at 2.03% Cu + 19.5 g/t Ag and Mineral Resource of 91.7 Mt at 2.13% Cu + 21.9 g/t Ag
Banana Zone – 191 Mt at 0.6% Cu (Mineral Resources)
MOD:
T3 open pit project – 60.2 Mt at 0.98% Cu and 13.9 g/t Ag (including an Ore Reserve of 34.4 Mt at 1.0% Cu and 13.2 g/t Ag).

The north-eastern licences lie along strike of Cupric Canyon’s Zone 5, Boseto and Zeta deposits within the central basin high referred to by MOD as the “Mahumo Structural Corridor” (Figure 2) or Ghanzi Ridge, and the NCP and Kitlanya East and Kitlanya West projects along the flanks of this trend.

==> picture [480 x 373] intentionally omitted <==

Figure 2: Location of the KCP licence areas in relation to other licence holders and deposits

2.2 Ownership and Tenure

The licence holding comprises 12 prospecting licences, of which seven are held by KML (including its 100% owned subsidiary Kitlanya (Pty) Ltd) and five held by Triprop Holdings (Pty) Ltd (Triprop), with whom KML hold contractual rights to a 51% interest. Table 3 provides a summary of the licence holdings that comprise the individual projects within the KCP.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Table 3: List of prospecting licences that constitute KML’s KCP

Asset	Holder	Project name	KML interest (%)	Status	Licence expiry date	Licence area (km2)	Comments
PL148/2017 PL149/2017 PL041/2012 PL042/2012 PL043/2012	Kalahari Metals (Pty) Ltd Kalahari Metals (Pty) Ltd Triprop Holdings (Pty) Ltd Triprop Holdings (Pty) Ltd Triprop Holdings (Pty) Ltd	Okavango Copper Project	100% 100% 100% 51% 51%	Exploration Exploration Exploration Exploration Exploration	30/06/2022 30/06/2022 30/09/2022 30/09/2022 30/09/2022	999.2 999.5 58.9 467.4 197.8	- - - - -
					Subtotal	2,722.8
PL035/2012 PL036/2012	Triprop Holdings (Pty) Ltd Triprop Holdings (Pty) Ltd	Ngami Copper Project	51% 51%	Exploration Exploration	30/09/2022 30/09/2022	628.4 96.4	- -
					Subtotal	724.8
PL343/2016 PL342/2016	Kitlanya (Pty) Ltd Kitlanya (Pty) Ltd	Kitlanya West	100% 100%	Exploration Exploration	31/12/2021 31/12/2021	957 942	- -
					Subtotal	1,899
PL072/2017 PL070/2017 PL071/2017	Kitlanya (Pty) Ltd Kitlanya (Pty) Ltd Kitlanya (Pty) Ltd	Kitlanya East	100% 100% 100%	Exploration Exploration Exploration	31/03/2022 31/03/2022 31/03/2022	845 994 914	Within Central Kalahari Reserve - Overlaps with Central Kalahari Reserve
					Subtotal	2,753
					TOTAL	8,099.6

2.3 Geology and Mineralisation

This summary of the Geology and Mineralisation of the KML Projects is extracted from the “Competent Persons’ Report, The Kalahari Copper Project” by CSA Global (UK) Limited is included and dated 20 November 2017.

2.3.1 Regional Tectonic Context

The Kalahari Copperbelt extends over a distance of 1,000 km from Klein Aub in Namibia to the Shinamba Hills in northern Botswana and forms part of the Neoproterozoic (Pan African) Damara orogen (Figure 3). The Damaran belt records rifting between the Kalahari and the Congo cratons between 770 million years ago (“Ma”) and 600 Ma, during the break-up of the Rodinia supercontinent, and deformation during the Pan African Orogeny, between 550 Ma and 490 Ma. This was accompanied by folding, faulting, metamorphism (generally to greenschist facies) and granitic rock emplacement.

The Damaran belt can be broadly tectonically correlated to the northeast with the Neoproterozoic Lufilian and Zambezi belts, also developed between the Kalahari and Congo cratons.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Damaran sedimentation occurred from at least 770 Ma to 600 Ma, initiating with rift sedimentation and bimodal alkaline volcanism. Subsequent sedimentation is dominated by thick turbiditic sequences as well as shelf carbonates interpreted to rim deeper basins. Calciturbidites also occur in the basins. The extensive Otavi Mountain Land shelf carbonates in Namibia were deposited on the northern margin on the Congo block. The Damaran records the same Sturtian and Marinoan glaciation events as the Lufilian at c. 750 Ma and c. 625 Ma respectively. The Damaran orogeny spans the same time period as the Lufilian orogeny from c. 550 Ma to 490 Ma and resulted in folding, faulting, metamorphism generally at greenschist facies, and granite emplacement. The degree of deformation and metamorphism is variable along and across the belt.

2.3.2 Regional Mineralisation

The Kalahari Copperbelt has long been known as a sedimentary copper district with several small historical mines in Namibia, notably the Klein Aub mine. Mineralisation at Klein Aub has been interpreted to be syn-deformational and related to the Klein Aub fault (Maiden and Borg, 2012).

The Neoproterozoic Central African Copperbelt forms an arc-shaped belt that extends from northern Zambia into the south-eastern Democratic Republic of Congo. The copperbelt occurs within the Lufilian Arc, a northward-directed fold-and-thrust belt that records a history of early Neoproterozoic intra-cratonic rift development followed by late Neoproterozoic collisional deformation and metamorphism.

2.3.3 Ghanzi-Chobe Belt

The lithostratigraphy of the Ghanzi-Chobe Belt can be broadly summarised as follows (from oldest to youngest):

Kgwebe Formation – Neoproterozoic rhyolites and sub-alkaline basalts, overlain by the Ghanzi Group;
Ghanzi Group – Neoproterozoic sediments of the Kuke, Ngwako Pan, D’Kar and Mamuno formations;
Karoo Supergroup – Carboniferous-Jurassic cover sequences which include terrestrial and marine sediments and basaltic flood basalts and associated dykes;
Kalahari Group Cainozoic cover sequences – typically 50–150 m thick, including terrestrial lithified sands and sediments.

Basement exposure within the Botswanan portion of the Kalahari Copperbelt is restricted to the northeasttrending “Ghanzi Ridge” which extends from the Namibian border towards Lake Ngami. Off the Ghanzi Ridge (and within the licence areas), outcrop is very limited, and as a result most of the geology has been inferred largely from regional magnetic datasets verified by limited drillhole data.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD

INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [33 x 45] intentionally omitted <==

==> picture [540 x 427] intentionally omitted <==

Figure 3: Distribution of Kalahari Copperbelt from Namibia through Botswana (locations of licences under review are annotated) Source: Leymann et al., 2015

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Kgwebe Formation

The Kgwebe Formation includes volcanics of acid to basic composition with minor intrusives and metasediments (Schwarz et al., 1995). The bulk of outcrop is a massive to flow banded feldspar-porphyry and occasionally quartz porphyry of acid to intermediate composition. More basic volcanics and metasediments occur near the top of the formation. The metasediments include medium to fine-grained, occasionally tuffaceous, sub-arkoses with andesitic tuffs. Dates cluster around 1104–1107 Ma (Johnson et al., 2005).

Ghanzi Group

The Ghanzi Group comprises a succession of clastic and carbonate sediments deposited in fluvial to shallow marine to deep marine environments in an evolving rift-sag basin. The basal Kuke Formation is a 500 m thick sequence of cross-bedded, medium-grained quartz arenites with mudstone intraclasts. A basal conglomerate rests on the unconformable contact and contains fragments of the underlying Kgwebe Formation (Van der Heever and Arengi, 2010).

The Ngwako Pan Formation comprises a thick sequence (c. 2,500–7,300 m) of reddish and grey sandstones and subordinate siltstone and argillite with minor amygdaloidal basalt. The lower part is dominated by immature wackes deposited in a lower shore face environment, and the upper part contains well-sorted sandstones interpreted to have been deposited in middle to upper shore face environments. This upper part is characterised by parallel-laminated plane-bedded sandstones together with centimetre to decimetre-scale ripple cross-laminated facies containing rip-up clasts of shale and associated graded beds. The sediments are dominated by arenite, sub-arkose and sub-litharenite interpreted to be deposited from a fluvial to tidal environment.

The overlying D’Kar Formation (c. 1,500 m) is dominated by mainly parallel-laminated grey-green siltstones and mudstones with interbedded fine-grained sandstones (Modie, 1996a, 1996b, 2000). The contact with the Ngwako Pan Formation is usually sharp and conformable but demonstrates topographic variation on a major regional transgressive flooding surface. Minor thin (1–3 m thick) discontinuous limestone beds and marls occur near the base of the formation and includes shallow water oolitic limestone. More strongly reduced organic-rich black shale horizons with pyrite also occur near the base of the formation.

Copper mineralisation is focused at the redox boundary at the base of the D’Kar Formation.

The overlying Mamuno Formation (c. 1,500 m) consists of red-beds composed of well-sorted, fine to mediumgrained arkosic sandstone, interbedded with siltstone, mudstone and limestone (Litherland, 1982; Modie, 1996a, 1996b). The interpreted depositional environment is high energy, near-shore environments deposited over the shelf sediments of the D’Kar Formation.

2.3.4 Age and Depositional Setting

The Ghanzi Group represents a transgressive sequence, with basal immature oxidised red-beds of the Kuke and Ngwako Pan Formations overlain by reduced shallow to deep marine sequences of the D’kar Formation. Substantial thickness variation of the rift-stage Ngwako Pan Formation from 1 to 3.5km thick (Schwarz et al., 2005) suggests fault-controlled rift-stage deposition. Strong lateral continuity in lithology and thickness is illustrated in aeromagnetic patterns of the reduced D’Kar Formation, supporting deposition in a relatively quiescent sag-stage tectonic setting without active faulting or rifting. The Mamuno Formation may represent late sag phase basin filling and regression.

There is no definitive age for the Ghanzi Group, but correlation has been suggested with the Kamtsas Formation of the Nosib Group in Namibia, below the c. 750 Ma Sturtian diamictite which occurs at the top of the Nosib Group (Schwarz et al., 1995). This would imply a similar setting and age to the Roan Group of the Katangan System of Zambia and the Democratic Republic of the Congo (DRC) which occurs beneath the Sturtian diamictites. This is compatible with the correlation of the D’Kar Formation basal limestones with the Bitter Springs carbon isotope excursion at c. 800 Ma reported by Scott (2011).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

2.3.5 Structure and Metamorphism

Aeromagnetic data is strongly dominated by northeast-trending rift-parallel structure but orthogonal basinnormal northwest-oriented faults are also evident. The most prominent northwest orientation is the Karoo dyke swarms which represent the stress field during Permian magmatism but may also follow pre-existing structural trends.

The sedimentary sequences were deformed during the Damaran Orogeny (c. 530–495 Ma) resulting in folding, faulting and lower greenschist facies metamorphism, mainly during the predominant D1 deformation event.

D1 deformation is characterised by regional, northwest-oriented sub-horizontal shortening, leading to regional northeast-trending F1 open to recumbent folding and reverse faults. The large-scale folds verge to the northwest, with steep northwest limbs that may be partly thrust out and shallower-dipping southwest limbs.

Aeromagnetic data highlight fold geometry with parasitic F1 folds on first-order closures and an overall elongate dome-and-basin pattern. This fold patterns could represent non-coaxial folding in a single event, partly controlled by basin and basement architecture, rather than a later open D2 re-folding.

Folding is associated with a S1 fabric of variable intensity or a bedding-parallel S0/1 shear fabric in fold limbs reflecting flexural slip during folding. Pelitic sediments are characterised by phyllosilicate growth during fabric formation defined by chlorite and muscovite but without biotite. Fabric varies from penetrative to crenulation cleavage.

Strain partitioning reflects ductility contrasts, with deformation concentrated in the basal D’Kar Formation against the more competent Ngwako Pan Formation and Kgwebe Group. D1 deformation has folded a mechanically heterogeneous stratigraphic sequence with alternating competent (sandstones and limestones) and less competent units (carbonaceous and partly calcareous siltstones, and mudstones). This resulted in cleavage refraction and flexural slip shearing along less competent horizons. S1 fabric in rock units of higher competency has a steeper dip to bedding.

2.3.6 Mineralisation

Copper (and associated silver) mineralisation within the Kalahari Copperbelt in Botswana is hosted by the Ghanzi Group. The majority of mineralisation is hosted in the D’Kar Formation at or above the redox front with the Ngwako Pan Formation. Mineralisation occurs over hundreds of linear kilometres of this stratigraphic position, wrapping around the large-scale F1 closures.

While stratabound, mineralisation is commonly hosted in steep structural zones along or above the contact, especially in the steep limbs of F1 folds, and includes substantial shear and vein-hosted mineralisation.

Copper mineralisation commonly shows hypogene zonation from chalcocite to bornite to chalcopyrite and pyrite, typical of sedimentary copper systems. There is also lateral and vertical zonation to low-grade zinc and lead mineralisation. Where disseminated and stratabound, sulphides are often oriented in the S1 fabric.

Key features of mineralisation include:

Mineralisation is stratabound on a regional scale close to the Ngwako Pan–D’Kar redox front, largely within 30 m above the Ngwako Pan contact.
The basinal and stratigraphic setting is typical for sediment-hosted copper, though without clear evidence for evaporites.
Mineralisation, albeit often low grade, is very extensive over hundreds of linear kilometres in this stratigraphic interval and wraps around the complex F1 regional and parasitic folds.
All known economic mineralisation to date occurs along the Ghanzi Ridge, characterised by outcrop of Kgwebe Group basement in a regional antiform core, or its southwest extension under cover.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Mineralisation ranging from low grade to economic grade occurs in shallow less deformed and steep highly deformed fold limbs and fold crests.
Mineralisation occurs in a range of styles including disseminated, within early permeability, within early folded veins, aligned in S1, within D1 shear/vein zones sub-parallel to bedding, and within later brittle veins and faults. All styles are stratabound in basal D’Kar Formation.
Although much mineralisation is hosted in veins within shear zones, the grade and thickness of mineralisation is not directly related to the intensity of deformation.
Mineralisation commonly occurs in calcareous lithologies (calcareous mudstone to argillaceous limestone) beneath carbonaceous mudstone.
Mineralisation shows vertical decametre-scale zonation and lateral kilometre-scale zonation, chemically and mineralogically, as is typical of sedimentary copper systems. The zonation of disseminated mineralisation is directly mimicked by zonation of vein mineralisation.

Possible models for mineralisation include:

Early diagenetic mineralisation before major compaction was completed (Schwarz et al., 1995).
Late diagenetic mineralisation accompanying basin inversion but prior to penetrative D1 deformation and associated lower greenschist-facies metamorphism; there are two alternative subsequent scenarios for D1 modification of mineralisation:
Substantial textural modification during D1 with local remobilisation into veins, but no large-scale remobilisation and reconcentration or introduction of metal.
Large-scale remobilisation and re-concentration of mineralisation during D1, amounting to introduction of metal at a deposit scale.
An entirely syn-D1 event with no earlier mineralisation.

Determining the correct model has implications for targeting based on lithostratigraphy and basin structure as opposed to being based largely on D1 structure.

Geerdts and Reynolds (2012) proposed a targeting model incorporating early D1 deformation and lithostratigraphic controls (Figure 4). The Ngwako Pan Formation provides a source for oxidised brines and copper, with additional potential to derive copper from the Kgwebe Group volcanic basement. The host lower D’Kar Formation is characterised by moderately reduced shallow water mixed carbonate and clastic sediments which provide a redox contrast. The contact with the Ngwako Pan is often structural, but locally conformable or slightly disconformable.

The inherent permeability contrast between a coarse sandstone aquifer and a muddy and silty sediment sequence provides an aquiclude at this contact, while concentration of deformation on this contact due to ductility contrasts provides a structural focus for fluid flow. This geological framework has provided an environment where regional scale sedimentary copper mineralisation has formed. The key question concerns control on high-grade and thick mineralisation of economic significance within the system.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [480 x 521] intentionally omitted <==

Figure 4: Cartoon summarising features of mineralisation in the Calcareous Unit in the lower part of the D’Kar Formation (from Geerdts and Reynolds, 2012)

The metal and mineral zoning indicates that fluids flowed both laterally and vertically. The stratabound mineralisation indicates lateral fluid flow in favourable horizons, the stratabound veining indicates structural focus and seismic pumping forming ribbon veins. This event was probably triggered by onset of D1 with at least some mineralisation occurring prior to large-scale F1 folding, considering the lateral extent of mineralisation in different structural settings around regional folds. Empirically, the association of mineralisation with the Ghanzi Ridge suggests fluid focus towards a basin palaeo-high as is common all kinds of basin-hosted mineralising systems.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

2.4 Karoo Supergroup

The Permian Karoo Supergroup comprises undeformed sediments and coal-bearing formations, culminating with the Stormberg basaltic lavas. In northwest Botswana, the Karoo consists of sandstones and conglomerates, carbonaceous shales, basalts and dolerite dykes. The basal sediments contain boulders and pebbles of the Kgwebe Formation and Ghanzi Group. Overlying this are a succession of interbedded siltstones (generally pinkish-cream) and red to purple mudstones.

In the Ghanzi-Chobe Belt, the Karoo Supergroup occurs in late stage grabens situated towards the northwest of the licence area and is not believed to be present on the licences under review, though intrusive dolerites are extensive in the northeast licence block.

2.5 Kalahari Group

The Kalahari Formation refers to a complex lithological unit of sands, calcrete, silcrete and river, or pan sediment of post-Cretaceous age. These beds obscure much of the outcrop in the area and can vary in thickness up from a few metres to 60 m. Haddon and McCarthy (2005) estimate thickness to be <50 m for the western licences and potentially 50–150 m in the northeast licence block (Figure 5).

Scout drilling results on the western licences indicate the significant lateral variability of the thickness of the Kalahari sequences (Figure 5).

==> picture [480 x 364] intentionally omitted <==

Figure 5: Interpreted Kalahari cover thickness showing the licences under review showing known copper occurrences in areas of shallow or absent cover (from Haddon & McCarthy, 2005)

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

2.6 Project Geology

The licences under review are located along a portion of the Ghanzi-Chobe Belt that is obscured by Quaternary sands and Kalahari Group cover. The project geology has been inferred from magnetic lineament studies, limited scout drilling, and public-domain data from exploration completed along strike by MOD and Cupric Canyon. The inferred basement geology consists of D’Kar and Ngwako formations (Figure 6).

A prominent swarm of intrusive dolerite dykes strikes west-northwest across the northeast licence block. These dykes are very prominent in magnetic data.

==> picture [480 x 371] intentionally omitted <==

Figure 6: Project-scale geology interpreted by KML from aeromagnetic data showing the licences under review, also showing known copper deposits and occurrences

2.7 Work Completed on the Licence Areas

2.7.1 Context

Exploration in the Kalahari Copperbelt has largely been under cover and has been typically driven by a combination of geochemistry and geophysics. Geochemistry has been effective where cover is thin and can also be effective under deeper regolith cover, for example the T3 discovery by MOD underneath a 28 ppm Cu anomaly. Airborne and ground magnetics and electromagnetics (“EM”) can support detailed geological interpretation providing a targeting framework.

Induced polarisation (“IP”) surveys have been an effective method for direct detection of mineralisation, but need to be focused in priority areas identified by other geophysical methods or geochemistry. This is then usually followed up by drill testing of the targets.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Improved understanding of geological controls (structural and lithostratigraphic) at the trend to deposit scale can focus targeting and understanding of zonation of alteration and mineralisation within systems can provide important vectors to thicker and higher-grade mineralisation.

The T3 discovery has been significant in highlighting the potential for thick mineralisation in domal fold closures as opposed to more strongly deformed fold limbs.

2.7.2 Overview

The work completed to date has included re-interpretation of historical geophysical data, acquisition of new airborne and ground electromagnetic, magnetic and radiometric data, geochemical soil sampling, prospectivity assessment, target generation and scout drilling. The scout drilling has been focussed on targets within the OCP, Kitlanya East, and NCP.

The work completed on the four projects that constitute the KCP is summarised in Table 4 below and a more detailed summary provided in Sections 2.8 through to 2.11.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [33 x 45] intentionally omitted <==

Table 4: Summary of work conducted to date on the four projects within the KCP (prepared by KML for this report)

Project	Data source	Dataset	Details	Processing	Comments
OCP	Historical	Historical New Hana drilling	-	Digitising and compilation with water boreholes for Kalahari thickness estimates	Holes abandoned in Kalahari – largely targeted off Terraleach TL1 data.
		Historical New Hana soil sampling	Terraleach sampling	-	Generally, appear to be off the correct target position and confirmed in later drilling (i.e. missed correct contact).
		Historical high-resolution magnetic blocks	Small surveys flown at 75 m x 750 m spacing	Imaging, filtering	Relatively small – not necessarily in priority areas (bit off target).
	KML	High resolution magnetic data	16,700 km at 75 m x 750 m line spacing	Imaging, filtering, inversion, depth slicing, depth to basement, modelling	Provided necessary litho-structural base map, modelled cross cutting dykes, estimation of Kalahari cover thickness.
		Regional and detailed AEM	2,369 km at 4 km and 400 m line spacing	Imaging, CDI volume creation, 1D LE inversion, 3D interpretation	Provide 3D control on position of CAR units above the NPF- DKF contact – used very effectively for drill positioning.
		Environmental Management Plan	Detailed EMP with clearance from DEA to drill test	-	Lengthy process – clearance provided for the whole licence package.
		Diamond drilling	1,656 m by OreZone (2019) – 6 holes drilled	Logging, physical prop, assays (XRF and ICP-MS)	All planned holes intersected NPF-DKF at expected depths (hole 5 aborted early).
NCP	Triprop	Soil sampling	-	Portable XRF with some ICP-MS	Relatively low-concentrate anomalies noted – generally not too convincing given the relatively thick Kalahari cover.
	KML	Reprocessing	2,405 samples	Terraleach TL1	Reprocessing selected samples to test partial leach methods – some lines appear to produce more meaningful anomalies.
	Triprop	Detailed magnetic data	11,693 km at 75 m x 750 m spacing (fixed wing)	Imaging, filtering, inversion, depth slicing, structural streamlines, depth to basement	Magnetic data provides necessary litho-structural base map.
		Diamond drilling	2,000 m (2015) – 20 holes drilled	Logging, physical prop, assays (ICP- MS)	Holes include both pilot holes to establish contact position and target holes – reasonable copper intersections and contact position established.
	KML	AEM (regional and detailed)	1,995 km at 2 km and 400 m spacing	Imaging, CDI volume creation, 1D LE inversion, 3D interpretation	Results appeared to map lower DKF conductors; however, drill testing proved this to be red herring, and Karoo/Kalahari mudstones on Palaeo-topo.
		Detailed magnetic data	1,830 km at 75 m x 750 m spacing	Imaging, filtering, inversion, depth slicing, depth to basement, modelling	Completed the northern portion of the block.
		Environmental Management Plan	-	-	Approval for drill testing.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD

INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [33 x 45] intentionally omitted <==

Project	Data source	Dataset	Details	Processing	Comments
		Diamond drilling	1,380 m by OreZone (2019) – 6 holes drilled	Logging, physical prop, assays (XRF and ICP-MS)	Initial targeting off AEM proven incorrect, refocused on magnetic data and contact drilled in second anticline.
Kitlanya East	Historical	Detailed magnetic data collected by New Hana	75 m x 750 m, covers northern part of project	Filtering, image processing	Data re-interpreted with different strat model to New Hana – consider targets immediately south of T3 and several potential anticline hinge targets.
		New Hana soils – all Terraleach results	15,989 samples, TL1 Cu only	Re-interpreted	Copper anomalies associated with targets in northern portion of licence, supports idea that New Hana interpreted NPF-DKF contacts were incorrectly positioned.
		New Hana diamond and RC drilling	7 diamond holes, 14 RC, 5 percussion	Re-interpreted	Drilling appears to further re-affirm current re-interpretation, New Hana targeting limb mineralisation – we see potential in hinge zone and trap site setting.
	KML	Soil sampling	3,240 samples along selected traverses	Portable XRF	Zinc and copper anomalies support New Hana TL1 results, additional zinc anomaly over southern anticline.
		AEM (regional and detailed)	627 km collected @ 200 m line spacing	Imaging, CDI volume creation, 1D LE inversion, 3D inversion, 3D interpretation	Distinct conductive unit mapped including structure (anticlines and synclines) which appears to correlate with lower DKF marker.
		Environmental Management Plan	-	Clearance for drilling	-
		Diamond drilling	In progress – 5 holes drilled to date	Field logging	Currently drilling hole 5, #1 stopped @ 40 m due to dip direction, #2 stopped due to COVID-19 lockdown, #3 stopped due to dip direction, #4 stopped in mag sst, #5 current. Mineralisation intersected at estimated CAR AEM marker in #2 and #5 inline with A4, strat lower DKF in support of model.
Kitlanya West	Historical	BHP Geotem AEM	400 m line spaced AEM (1997)	LE inversion, conductivity volume creating, depth slicing	Clear folded targets (A4/T3 analogues), weak conductors on interpreted DKF-NPF contact
	KML	Soil sampling target traverses	3,610 samples	Portable XRF	Anomalies coincident with targets from AEM (generally low conc).
		Broad AEM traverses	847 km at 2 km spacing AEM	LE inversion	Subtle anomalies apparent near interpreted contacts (marker units), clear folded target anomalies confirmed.
		Environmental Management Plan		Clearance for drilling	-

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

2.8 Okavango Copper Project

The OCP comprises two KML licences (PL148/2017 and PL149/2017) and three Triprop licences (PL041/2012, PL042/2012 and PL043/2012) – Table 3. These licences are along strike to the northeast from the Sandfire and Cupric Canyon projects (Figure 2) and within the prominent northwest orientated Karoo aged dyke swarm and where Kalahari cover begins to thicken (Figure 5 and Figure 6).

The initial soil sampling work completed in the past by New Hana (Table 4) identified a number of anomalies and was followed up by drilling which failed to intersect any mineralisation. A number of small high resolution airborne magnetic surveys were also flown but not focussed on all the target areas (Table 4).

More recent work conducted by KML has included acquisition of high resolution geophysical data (airborne magnetic and electromagnetic – AEM) and three-dimensional (3D) modelling of this data to map the thickness of the Kalahari cover and identify the target lithologies and structures along the contact between Ngwako Pan and D’Kar formations. This was used to guide 2019 drilling of six scout drillholes (Figure 7).

==> picture [480 x 350] intentionally omitted <==

Figure 7: KML used both historical and recent AEM data for drillhole targting Source: Woolridge and Krebs, 2020a

Although the drilling successfully targeted and intersected the ~25 m thick “Temporary Target Package” (TTP) of the Ngwako Pan and D’Kar formations, success was limited. In five of the six drillholes, there were elevated copper values along with a lead and zinc halo. Hole OCP06 was the only drillhole to intersect limited visual copper mineralisation.

One of the important findings/outcomes of the exploration is the observation that “ the mineralisation is best developed where the marker conductors are discontinuous (often disappearing locally) possibly as a result of conductive organic material being replaced during alteration associated with mineralisation. Discontinuities in the marker conductors may provide an additional targeting tool as a result” (Woolridge and Krebs, 2020a).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

In the Woolridge and Krebs (2020) report, they re-examined the published exploration results from the known deposits to the southwest of the property to refine the exploration model in terms of understanding the controls to the mineralisation in relation feeder structures associated with basement highs and margins and the size of the mineral haloes that develop around deposits (Figure 8).

==> picture [480 x 344] intentionally omitted <==

==> picture [481 x 34] intentionally omitted <==

----- Start of picture text -----

Figure 8: KML’s interpretation of the northern portion of the Kalahari Copperbelt using published results and drill
collar densities of known deposits, to estimate the halo of higher-grade mineralisation surrounding each
of the deposits (illustrated in red)
----- End of picture text -----

Note: The green points are the location of the six drillholes from 2019. Source: Woolridge and Krebs, 2020a

Based on this work, KML has identified a number of addition follow-up targets within the OCP for future drill testing (Figure 9).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [480 x 372] intentionally omitted <==

Figure 9: Follow-up targets for future drill testing identified by KML (the calculated halo sizes of the known deposits are also provided as a reference)

Source: Woolridge and Krebs, 2020a

2.8.1 Prospectivity

It is CSA Global’s opinion that the OCP is prospective for stratabound copper-silver mineralisation. This is confirmed by the results of the recent exploration activities undertaken by KML.

KML has further developed their preferred exploration model and identified a number of conceptual targets for follow-up drill testing.

Some of the challenges include the Kalahari sediment cover which is >60 m thick and thickening to the northeast. This has been confirmed by the 2019 drilling where Kalahari cover intersected in the southern area is between 80 m and 100 m thick. The north-western end of the project area the Ghanzi Group is covered by Karoo sediments (Figure 6).

2.9 Ngami Copper Project

The NCP comprises two licences, PL035/2012 and PL036/2012, held by Triprop (Table 3). The licences are situated on the western edge of the Ghanzi Belt (Figure 1) where the Kalahari cover is >30 m thick and thickening to the west (Figure 5). To the northeast of the project area, the Ghanzi Group is covered by Karoo sediments (Figure 6).

The initial exploration conducted by Triprop from 2012 to 2014 included collection of high-resolution airborne magnetic data, extensive soil sampling analysed mostly by portable x-ray fluorescence (XRF) which provided inconclusive results, and a 2,000 m, 20-hole, diamond drill program (Figure 10).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [480 x 336] intentionally omitted <==

Figure 10: Interpreted geological map derived from the AEM data showing the 20 holes drilled by Triprop Note: The recently completed drilling by KML focused on the hinge zones of the anticlines also plotted in yellow. Source: Woolridge and Krebs, 2020b

The drilling successfully identified copper mineralisation (Table 4) with drill intercepts of 2 m @ 1.8% Cu and 8 g/t Ag and 5.2 m @ 0.67% Cu (Figure 11) (Woolridge and Krebs, 2020b). Re-assaying of some of the soil samples by KML using partial method, TerraLeach™ provided better resolution over some of the previously identified anomalies.

More recently KML’s exploration has focused on acquisition of regional and high resolution AEM and highresolution aeromagnetic surveys to assist with the geological interpretation and target generation within the project area. The focus of the target generation has also shifted from D’Kar-Ngami contact along the limbs of anticlines to the anticline hinge zones (Figure 10), similar to the Banana Zone mineralisation discovered by MOD (now owned by Cupric Canyon) (Figure 2). A number of these targets were identified from the AEM data and targeted in the recent drilling by KML.

The drilling has confirmed the thickness of the Kalahari cover to be rather variable ranging from 60 m to 120 m. The success of the KML drilling was limited with the target D’Kar-Ngwako Pan contact and coppersilver mineralisation only intersected in NCP06.

Following the drilling, the AEM and magnetic data was re-evaluated and KML confirmed presence of the Kalahari/late Karoo conductor following the palaeotopography and not the target D’Kar-Ngwako Pan contact. It was also found that the magnetic data provided better resolution of the D’Kar-Ngwako Pan contact and allowed KML to identify a number of potential targets for follow-up drilling (Figure 11).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [480 x 337] intentionally omitted <==

Figure 11: Summary of the phase 1 (Triprop) and phase 2 (KML) drilling results and targets identified for follow-up work

Source: Woolridge and Krebs, 2020b

2.9.1 Prospectivity

It is CSA Global’s opinion that the NCP remains prospective for stratabound copper-silver mineralisation.

The exploration by Triprop and more recently by KML has confirmed the presence of stratabound coppersilver mineralisation. KML has further developed its understanding of the geology of the property, and the complexity introduced by palaeotopography into the AEM targeting can be mitigated by the use of highresolution magnetic data. The property remains prospective particularly to the south where the Kalahari cover is thinner based on interpreted anticlines and mineralised drill intersections (Figure 5).

2.10 Kitlanya East

The Kitlanya East project area comprises three licences, PL070/2017, PL071/2017 and PL072/2018 held by Kitlanya (Pty) Ltd (Table 3) located on the south-eastern flank of the Ghanzi Belt (Figure 1). The Kalahari cover varies from <30 m in the west of the project area and thickens gradually to the east to >60 m (Figure 5).

Prior to Kitlanya acquiring the licences, the northern part of the project area was explored by New Hana who identified several copper anomalies based on the results of TerraLeach™ copper assays of soil samples. This included a significant anomaly over an interpreted fold hinge near the western edge of the project area close to the T3 deposit (Figure 12). Several targets where drill tested by New Hana, but it is unclear whether they intersected any copper mineralisation. They also acquired high-resolution airborne magnetic data and drilled several proposed targets (KML, 2019b).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [480 x 338] intentionally omitted <==

Figure 12: Re-interpretation of the historical New Hana data and targets identified by KML Source: KML, 2019a

A review of the historical data by KML has identified a number of priority areas within the project area. Subsequent work within the Kitlanya East has been largely focused on priority area 1 (Figure 13).

Soil sampling by KML within the priority area 1 (Figure 13) over selected traverses within the copper anomalies identified by New Hana (Figure 14) have returned coincident zinc anomalies (Figure 15). KML has also reviewed the New Hana drilling results and interpreted the fold structure, originally interpreted as a syncline, as an anticline based on the identification of younging directions. The implications of this includes the interpreted position of the contact between the Ngwako Pan and D’Kar formations is further north than previously thought. Historical drilling would have been targeting the non-prospective upper parts of the D’Kar Formation. This was also supported by a re-interpretation of the New Hana AEM and magnetic data and the location of a conductive unit that possibly represents the marker units in the lower D’Kar Formation (KML, 2019b).

CSA Global notes that the New Hana data provided during this report compilation does not include any drillhole assay data and it is unclear if any copper mineralisation was identified.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [480 x 339] intentionally omitted <==

Figure 13: Area of interest identified based on the New Hana exploration and confirmed by recent KML work Source KML, 2020

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [440 x 311] intentionally omitted <==

Figure 14: KML re-interpretation of the location of the Ngwako Pan and D’Kar formations using the New Hana geophysics and drilling results over the KIT-E-1A target Source: KML, 2019b

==> picture [440 x 309] intentionally omitted <==

Figure 15: New targets identified by KML from the soil geochemistry, drilling and AEM data Source: KML, 2019b

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Interpretation of the KML-commissioned regional and detailed AEM surveys has identified prospective conductive units that appear to correlate with the markers of the lower D’Kar Formation as well as fold structures representing the prospective T3 analogues. This was used with the historical data acquired by New Hana to identify a number of exploration targets which are currently being drilled by KML (KML, 2019b) (Figure 16).

==> picture [483 x 368] intentionally omitted <==

Figure 16: Location of current drilling on targets KIT-E-1A and KIT-E-1B-by KML within Kitlanya East Source: KML 2020

To date, the work conducted by KML has been focused on the targets in priority area 1. Recent drilling results are inconclusive and suggests that there is significant structural complexity in the area. KML has subsequently revisited its models and has suggested the targets may not conform with the conventional models viewed as applicable to the area.

2.10.1 Prospectivity

It is CSA Global’s opinion that the Kitlanya East Project is prospective for stratabound copper-silver mineralisation based on the proximity area to the T3 deposit and the presence of prospective geology located within the project area.

To date, only one target area, priority area 1 (Figure 13), has been explored by KML and a number of the targets remain untested.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

2.11 Kitlanya West

The Kitlanya West project area comprises two licences, PL0342/2016 and PL0343/2016 held by Kitlanya (Pty) Ltd (Table 3) located on the north-western flank of the Ghanzi Belt, and along strike to the west of the NCP and abutting the Botswana-Namibia border (Figure 1). The Kalahari cover varies from >30 m in the east of the project area and thickens to >60 m in the west (Figure 5).

KML reprocessed and interpreted AEM data collected by BHP in the late 1990s over the eastern half of the project area (Figure 17). KML conducted a high-resolution AEM survey over the prospective portions of Kitlanya West to help resolve the geological interpretations of the targets and extend the AEM coverage to the west following the re-interpretation of the historical data. KML was able to extrapolate the target horizons identified in the NCP into Kitlanya West as well as interpret prospective anticlines and possible domal structures using this data (KML, 2019c, 2019d).

KML also collected soil samples over portions of the project area and conducted the sample analysis by portable XRF. The assay results are interpreted to confirm the Kgwebe Formation as interpreted from the geophysics. There are also several lead-zinc anomalies coincident with some of the mapped geology and structure in the area.

==> picture [480 x 347] intentionally omitted <==

Figure 17: Geological interpretation of Kitlanya West and AEM targets identified Note: The red block is the extent of the historical AEM coverage. Source: KML, 2019c

2.11.1 Prospectivity

It is CSA Global’s opinion that the Katlanya West Project is prospective for stratabound copper-silver mineralisation based on the location of the area along strike from the NCP, as well as the interpreted prospective basement geology, host lithologies and structural setting of the project area.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

3 Western Australian Projects

Cobre currently has an interest in two early-stage copper exploration projects in Western Australia, Perrinvale (held by Cobre) and Sandiman in which Cobre holds an earn-in option (Figure 18).

==> picture [426 x 543] intentionally omitted <==

Figure 18: Location of Perrinvale and Sandiman Projects Source: Geomin (2019)

This summary of the Western Australian Projects is extracted from the “Independent Geologists Report on the Perrinvale and Sandiman mineral exploration projects, Western Australia” by Geomin Services (Pty) Ltd that was included in Cobre’s Prospectus, dated December 2019.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

3.1 Perrinvale Project

3.1.1 Location and Tenure

The Perrinvale Project is located approximately 260 km northwest of Kalgoorlie in the central part of the Yilgarn Craton of Western Australia (Figure 18). The tenement package lies over the pastoral leases on Perrinvale and Bulga Downs stations, in an area approximately 150 km southeast of Sandstone and 160 km northwest of Menzies and in the immediate vicinity of Lake Barlee (Figure 19).

==> picture [455 x 566] intentionally omitted <==

Figure 19: Perrinvale tenements Source: Geomin (2019)

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

The Perrinvale Project site is accessible via the gravel Menzies-Sandstone Road and an internal network of pastoral tracks. Exploration is possible throughout the year. However, part of the project area includes the north-eastern parts of Lake Barlee, an ephemeral salt pan that fills every 10 years on average, with water persisting for around 12 months after and can restrict exploration over these wet periods.

The Perrinvale Project comprises a contiguous group of nine exploration licences covering a total of 348 km² (Figure 19 above), held by Toucan Gold Pty Ltd (Toucan), a wholly-owned subsidiary of Cobre (Table 5).

Table 5: Perrinvale tenement table

Tenement	Holder	Grant date	Expiry date	Area (blocks)
E29/1017	Toucan Gold Pty Ltd	4 Jan 2018	3 Jan 2023	18
E29/929I	Toucan Gold Pty Ltd	25 Aug 2015	24 Aug 2020†	32
E29/938I	Toucan Gold Pty Ltd	8 Jul 2015	7 Jul 2025	21
E29/946I	Toucan Gold Pty Ltd	18 Aug 2015	17 Aug 2020†	5
E29/986	Toucan Gold Pty Ltd	11 Oct 2017	18 Oct 2022	20
E29/987	Toucan Gold Pty Ltd	19 Sep 2017	18 Sep 2022	7
E29/988	Toucan Gold Pty Ltd	19 Sep 2017	18 Sep 2022	1
E29/989	Toucan Gold Pty Ltd	19 Sep 2017	18 Sep 2022	3
E29/990	Toucan Gold Pty Ltd	19 Sep 2017	18 Sep 2022	9
E29/1106	Toucan Gold Pty Ltd	Pending application – submitted 25 Sep 2020		20

† Toucan Gold Pty Ltd is in the process of renewing this tenure, with all lodged requirements having been made with the DMIRS within required timeframes.

Source: Modified from Cobre Quarterly Activities Report for the quarter ended 30 June 2020

All Perrinvale tenements are 100% owned by Toucan; however, CSA Global understands that FMG Resources Pty Ltd retains a 2% net smelter royalty on any future metal production from tenements E29/929I, E29/938I and E29/946I.

Tenement information on the Cobre Projects was provided by Cobre, and independently confirmed by CSA Global via the Mineral Titles Online portal provided by the Government of Western Australia DMIRS.

3.1.2 Geology and Mineralisation

The Perrinvale Project is situated in the northern part of the Southern Cross Domain of the Youanmi Terrane in the central part of the Yilgarn Craton (Figure 18). The central terrane of the Yilgarn Craton is geologically and metallogenically distinct from the Eastern Goldfields to the east and the Murchison Domain to the west (Figure 20).

The Southern Cross Domain contains discrete arcuate, greenstone belts enveloped and separated from each other by voluminous Archaean age (2.755–2.680 Ga) granites, which are strongly foliated and gneissic. The granites are considered important in the sense that they acted as modifiers to the stress fields during the deformation and created brittle ductile shear zones along the contacts with the greenstones which are favourable hosts for the gold mineralisation.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [480 x 661] intentionally omitted <==

Figure 20: Geological and tectonic map of the Yilgarn

Source: http://www.portergeo.com.au/database/largeimages/yilgarngeology.asp - accessed 29 September 2020

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

The licences cover a substantial portion of two discrete, Archaean age, greenstone belts within the Southern Cross Domain, the Panhandle Greenstone Belt to the west of the Menzies-Sandstone Road, and the Illaara Greenstone Belt to the east (Figure 21). The Panhandle Greenstone Belt within the Perrinvale Project is host to four prospective volcanogenic massive sulphide (VMS) prospects, namely:

Schwabe
Zinco Lago (comprising Zinco Lago and Lago Rame)
Monti
Ponchiera.

==> picture [412 x 540] intentionally omitted <==

Figure 21: Perrinvale geology and prospects Source: Geomin (2019)

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Although the greenstone belts in the Southern Cross Domain are spatially discrete entities there are lithological similarities, and where the sequence can be established, they show matching stratigraphy. The greenstones are dominantly volcano-sedimentary sequences comprising tholeiite basalt, large gabbroic sills, prominent magnetite banded iron formations (BIFs), minor magnesium-basalts and ultramafics, and quartzite (Figure 21). Felsic volcanic sequences within the basalts are rare with the only felsics of significant thickness occurring ~150 km to the south and higher up in the stratigraphic succession.

Understanding the stratigraphy sequence in greenstone belts is thus important when targeting VMS related mineralisation occurring in a preferred stratigraphic position within a region. Although there is no formal stratigraphy for the northern part of the South Cross Domain, it is clear from correlations using the basal quartzites and major gabbro intrusions into the Meelie Suite that a regional stratigraphy can be constructed.

These thick volcanic sequences are interpreted to be ancient strato-volcanoes and potentially host to VMS deposits. These deposits comprise syn-genetic concentrations of massive to semi-massive sulphides with mafic or felsic volcanic sequences between different volcanic flows, often associated with interflow sediments. They form on or immediately below the seafloor by the discharge of high-temperature seawaterdominated hydrothermal fluids associated with the volcanism. The deposits usually have a metal zonation with an upper planar, concordant zinc-rich zone and an underlying copper-rich disseminated zone in the altered footwall. Felsic volcanic complexes are rare in these early BIF sequences of the Southern Cross Domain and may partly account for the paucity of copper-zinc occurrences of VMS affinity. The VMS deposits of the region tend to be associated with mafic volcanic sequences and puts them into the Besshi type or mafic siliciclastic class of VMS deposits as defined by Cox and Singer (1986) and Gibson et al. (2007).

Two examples of VMS deposits in the Perrinvale area include:

The Manindi deposit (previously known as Freddie Well), 20 km to the southwest of Youanmi is a copperzinc deposit in recrystallised banded quartz-magnetite rocks with a narrow quartz-sericite schist along the basalt and intrusive gabbro contact (Cornelius and Smith, 2005).
The Pincher Well zinc deposit, within the Youanmi area, occurs in shale bands in altered basalt extending over a strike of 5 km. Drilling of IP geophysical anomalies have intersected massive sulphide zones ranging from 6 m to 10 m in thickness and mineral contents of 4.2% to 9.5% zinc and copper.

The Perrinvale tenements cover two adjacent greenstone belts, the Illaara and Panhandle greenstone belts, both enveloped by regional granite and separated by highly sheared gneissic granite. There are no current or historic mines in either of these belts. The greenstone belts are host to small high-grade gold deposits; however, the region is not as well endowed with gold mineralisation as the Eastern Goldfields. Two styles of gold mineralisation are recognised in the region:

Sulphidic interflow shales within tholeiite
Quartz veins in basalt and/or ultramafics proximal to small “internal” granites.

3.1.3 Structural Framework

Chen (2001, 2003) established a structural sequence for this part of the Southern Cross Province and based on this framework and structural observations at Perrinvale the structural model is outlined in Table 6.

Table 6: Tectonic framework for the Perrinvale Project (Geomin, 2019)

Event	Feature	Age
Mafic greenstone and BIF deposition	Strato-volcanics with VMS potential	3.0–2.8 Ga
D1 tectonic event	Early north-south compression producing east-west isoclinal and recumbent folds (e.g. Richardson Syncline) and stacked thrusts
Granite emplacement	Large thick sheets of granite	2.7–2.6 Ga
D2 tectonic event	East-west shortening creating regional open, upright north-south folds, and sinuous shear zones along bulbous granite-greenstone contacts
D3 tectonic event	Late flexures and fractures in greenstone sequences, with potential for gold mineralisation

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Essentially the structures at Perrinvale reflect two deformation events. The earlier D1 is represented by intrafolial folds and steep lineations in the BIFs, and the regional schistosity in the mafic volcanics. The younger D2 deformation is represented by shallow-plunging chevron angular folds in BIF and mafic schists with crenulation and strain-slip cleavages.

3.1.4 Illaara Greenstone Belt

The Illaara Greenstone Belt in the east of the Perrinvale Project area is considered to have moderate prospectivity for gold and base metals compared to other greenstone belts including the more structurally complex and more prospective Panhandle Greenstone Belt.

This greenstone belt strikes north-northwest for approximately 120 km and is contiguous with the Metzkes Find Greenstone Belt to the southeast and the Maynard Hills Greenstone Belt to the northwest. The northern end of the Illaara Greenstone Belt contains the tight isoclinal Richardson Syncline and a sheared-out anticline that returns the sequence to the regional north-northwest trend. The project area contains a 25 km strike length of undeformed Illaara Greenstone Belt dipping to the west. It is dominated by a BIF sequence resulting in the characteristic “tram-line” pattern in airborne magnetic data.

The summary stratigraphy of the Illaara Greenstone Belt can also be applied to the Panhandle Greenstone Belt. From top to bottom it is:

Mixed chert-basalt-felsic schist (top)
Tholeiite pillowed and brecciated basalt
Major gabbro sill
BIF bundle of two prominent BIF units sandwiching tholeiite and magnesium-basalts, with several minor chert and inter-flow shale units
Tholeiite basalt
Well-bedded quartzite, pebbly and fuchsitic in places, and quartz-muscovite schist (bottom).

Although not well mineralised, the Illaara Greenstone Belt does contain several copper gossans and VMS geochemical signatures in the north, along the western limb of the Richardson Syncline, outside of the tenements. Two historical deposits occur within the belt, outside the tenements, namely:

The Metzke Find quartz-vein hosted gold occurrence in sheared granites, 25 km to the south-southeast of the tenement. It was discovered by drilling by Eastern Group in 1990 with intervals of 3.5 g/t Au to 15.7g/t Au (interval length not reported).
Paradise gold deposit, 15 km to the northwest (Figure 21) of the tenements within the Ida Valley Nature Reserve. The deposit was discovered by Sipa Resources in the period 1995–2002 and is hosted in basalts, above the BIF package, and in the sheared-out western limb of the Richardson Syncline (Figure 21).

The Illaara Greenstone Belt has also been explored in the past for iron ore and uranium mineralisation although most of the activity was focused on gold, with limited focus on base metals. Recent exploration by Dreadnought Resources has recently confirmed the gold mineralisation at Metzke’s Find as well as VMS potential of the belt ( www.dreadnoughtresources.com.au).

3.1.5 Panhandle Greenstone Belt

The Panhandle Greenstone Belt (also known as the Cork Well Greenstone Belt) is lithologically similar and structurally more complex that the Illaara Greenstone Belt. It forms a lozenge shaped mega-boudin approximately 50 km in length. It is enveloped by shear zones, has a V-shaped termination in the south and is stoped out by the granites to the north giving it a “rose-bud” shape (Figure 21 and Figure 22).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [480 x 631] intentionally omitted <==

Figure 22: Geological map of the Panhandle Greenstone Belt showing the location of the various targets Source: Geomin, 2019

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

The summary stratigraphic succession is very similar to that of the Illaara Greenstone Belt and interpreted by Toucan to be part of the same regional sequence separated by a structural slice of gneissic granite. The sequence for the Panhandle Greenstone Belt from top to bottom is:

Tholeiite basal, variably pillowed and brecciated, with inter-flow sediments (top)
Major gabbro sill (600 m thick)
BIF bundle with magensium-basalt (interpreted based on “tramline” magnetic signature)
Muscovite quartzite (bottom)

Within the Panhandle Greenstone Belt, there are several small elongate highly foliated gneissic internal granites that are indistinguishable from the regional gneissic granites. They are not intrusive but have tectonic contacts with the surrounding greenstones. Interpreted as a stacked-thrust model, they are considered to represent interleaved tectonic slices of granite and greenstones. Although not metallogenically important, these granites may have acted as competency contrasts during later gold mineralising events.

In total, there are four linear units within the BIF bundle as shown on Figure 21. Rather than being multiple stratigraphic units, they are best interpreted as structural repetitions of a single stratigraphic succession.

These four structural units define the boundaries of three structural zones:

The Eastern Zone is characterised by a southerly V-shaped attenuation as reflected by the form-lines between the two eastern BIF packages. This pattern infers a syncline although there is no clear turnover. However, the symmetry of rock units – especially the gabbro sill near the BIF package – supports the concept of a synclinal fold closure. If this is correct, the two gossanous interflow sediment units (Schwabe and Zinco Lago) are placed in fold limbs of the one unit. Under this interpretation, the V-convergence is interpreted as a thrusted-out recumbent syncline, analogous to the Richardson Syncline of the Illaara Greenstone Belt, but much more attenuated.
The Central Zone is “book-ended” on either side by west-dipping BIF bundles. There is no evidence these BIF bundles are replicated by isoclinal folding. The encased mafic sequence within the Central Zone consists of the usual basalt and gabbro, but also there is a mixed sequence of basalt, chert, felsic schist and possible felsic volcanics that appears at a higher structural-stratigraphic level. A conspicuous feature of the Central Zone is a dextral structural inflection in the shape of a drag fold which is interpreted to be D3 in origin. The Central Zone has been the focus of contemporary exploration due to the presence of soil and rock chip geochemical gold anomalies, as well as being host to the Ponchiera copper prospect.
The Western Zone also displays no clear evidence of a fold closure, although there are many angular folds of dextral symmetry and abundant pencil-cleavage schists. The adjacency of the major gabbro unit to the westernmost BIF bundle suggests it is east facing, inferring the presence of an upright D2 syncline.

Overall, the Panhandle Greenstone Belt is interpreted to represent a series of stacked thrust slices formed during the D1 deformation event. This thrust stack has been upturned and intensely sheared during D2, and then subject to brittle-style dextral D3 deformation. Structures associated with the D3 deformation in any of the structural zones are potential sites for gold mineralisation. The interflow shale within the basalts of the Eastern Zone remain the most prospective for VMS deposits, but the Central and Western zones cannot be disregarded, as there are many thin interflow sediments in the basalts which have not been adequately sampled, and which generate helicopter time-domain electromagnetics conductance anomalies.

3.1.6 Historical Exploration

Table 7 provides a summary of the historical exploration within Illaara and Panhandle greenstone belts and includes results from outside the tenement bound to provide some context to their prospectivity.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Table 7: Summary of historical exploration conducted within the Illaara Greenstone Belt (Geomin, 2019 and SRK, 2020)

Company	Year	Description of activities	Significant results
Illaara Greenstone Belt Exploration History
Australian Selection	1975	Drilling. Outside of Toucan tenements.	Interpreted as a small occurrence with supergene enrichment, up to 19% Cu in malachite schist in a sequence of quartz-feldspar-chlorite schist, graphitic slate and mafic schist towards the top of the stratigraphy.
Battle Mountain Gold	unknown	Rock-chip, soil and stream-sediment sampling along entire Illaara Greenstone Belt.	Single anomalous 12 ppb Au at the Brooking Hill prospect.
Norgold	1998	Rock-chip and stream-sediment sampling around Mount Alfred (including the Alfred copper prospect). This area was previously drilled by Australian Selection. Outside of Toucan tenements.	18 rock chip samples analysed with up to 1.5% Cu and 2,600 As in a 1–2 m wide gossanous zone.
Sipa Resources	1991 to 2003	Explored northern part of Illaara Greenstone Belt on western limb of syncline. Outside of Toucan tenements. RC drilling and diamond drilling.	String of gold soil anomalies defining the Paradise, Cassowary, Bulga Downs, Toucan, McCaw, and Cabaret Bore prospects.(Figure 21). The Cabaret prospect occurs just within tenement EL29/929. Best result achieved at Cabaret prospect (now within the Ida Valley Reserve) with 5 m at 0.5 g/t Au from 75 m – mostly diamond drilling. Reverse circulation (RC) drilling identified the Paradise prospect as best target and a gold system 600 m strike and 200 m down dip. No copper or zinc in system.
Mindax	2004 to 2005	Continuation of Sipa Resources work along the series of anomalies and follow- up on significant drill results. BLEG stream and soil sampling. Additional drilling and scoping study at Paradise Prospect.	Quantification of gold mineralisation at Paradise.
Panhandle Greenstone Belt Exploration History
Great Boulder	1974	Detailed mapping, gossan search, geochemistry, and ground geophysical surveying in the northern part of the Panhandle and followed up by percussion drilling. Three areas of interest were identified, designated Areas 1 (the Schwabe Gossan), Area 2 (the Zinco Lago prospect) and Area 3 (the Ponchiera prospect).	Area 1: 13 percussion holes – with multiple high-grade intersections recorded, the best of which was 8 m at 3.9% Cu and 5.2% Zn from 30 m. Area 2: 14 rock chip geochemical samples – reporting elevated levels – up to 1,940 ppm Cu, up to 579 ppm Pb and up to 3,128 ppm Zn. Six percussion holes were also drilled reporting elevated levels – up to 0.49% Cu and up to 0.46% Zn over 14 m from 22 m with peak values over 2 m of 1.22% Cu and 0.86% Zn. Elevated silver also reported of 2 g/t. Geochemical signature of a VMS deposit. Area 3: Results poor – one percussion hole reporting 0.32% Cu over 2 m.
Esmerelda Exploration	1984 to 1989	41 rock chip geochemical samples in the area northeast of Ponchiera prospect which returned anomalous gold.	11 rotary air blast (RAB) holes were drilled but encountered technical difficulties and results were not provided. A single hole was also drilled at the Schwabe prospect, but no results were provided.
Norgold	1988	Mapping showing 11 costeans across the northerly extension of the Monti prospect. Sampled cherty gossan (identified by Toucan as a hyaloclastic basalt breccia).	Four samples reported recording values ranging from 0.02–0.12 ppm Au, 0.32–5.4% Cu, 0.8–104 ppm Ag, 0.005–0.16% Pb, and 0.052–1.06% Zn.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Company	Year	Description of activities	Significant results
Mithril Resources	2000 to 2003	Exploration in northern part the Panhandle. 45 grab geochemical samples for nickel, copper, and platinum group elements from historical costeans.	The highest result recorded was 0.4% Ni and 0.22% Cu.
Red Rock Resources	2007 to 2008	60 rock chip geochemical samples at the Schwabe Gossan.	Results ranged from 3–200 ppm Ag, 0.01–0.03 ppm Au, 0.4–2% Cu, 0.13–1.8% Zn.
MP Developments		100 rock chip geochemical samples and 280 soil geochemical samples across four areas which include parts of Schwabe Gossan and Little Italy, Poncheira, Feys Find, and Churchill Bore in the south.	Broad gold anomaly over the Twin Chert area. The maximum value recorded from was 0.07 g/t Au.
Mindax Panhandle Project	2003 to 2010	Mindax took 2,135 soil geochemical samples on 100 m x 100 m grid and identified three coherent soil anomalies which were followed up by drilling of 24 RC holes. Additional exploration drilling of 30 RC holes along three lines for 1,799 m was also carried out.	Three coherent soil anomalies within the greater Panhandle gold anomaly: • Gladys – 700 m long, peak 41 ppb Au • Charlotte – 600 m long, peak 35 ppb Au • Lesley – 300 m long, peak 84 ppb Au. Results from the initial 24 drillholes were poor with the best 3 m intercepts reported as 0.29 ppm Au from 6 m on Charlotte. Line, 3 m at 0.10 ppm Au from 48 m on Lesley Line, and 3 m at 0.16 ppm Au from 66 m at Panhandle. The best gold intercept from the 30 RC holes was 4 m at 0.43 g/t Au in PHC037. The best copper intercept was 4 m at 987 ppm Cu in PHC025.
Cliffs Asia Pacific Iron	2013	Cliffs collected 106 rock chip geochemical samples focused mainly on the BIFs and assayed for the standard iron ore suite, augmented by analyses for arsenic, copper, cobalt, nickel, zinc, lead, but not gold or silver. This was followed up by three RC holes.	Results ranged from 200–800 ppm Cu, 2,400– 5,600 ppm Co, 600–1,600 ppm Ni, 0.9–36% Mg and 14– 51% Fe.

3.1.7 Current Exploration Activities

The summaries presented below are extracted from the Cobre (September 2020) and SRK (2020) reports.

The exploration work conducted by Toucan on the Perrinvale Project has focused on the acquisition ofAEM data, ground-based moving loop electromagnetic (MLEM) survey, exploration drilling, downhole geophysics, compilation and re-interpretation of historical soil geochemical sampling.

A summary of the work is presented in Table 8.

Table 8: Summary of the recent exploration work conducted by Toucan

Type of work (contractor)	Date
AEM (New Resolution Geophysics)	Aug 2019
RC drilling program	2019
Soil geochemical database compilation	2019
MLEM	2020
Downhole electromagnetic	2020
First drilling program	Feb to Mar 2020
Gravity survey	2020
Second drilling program	Jun to Jul 2020
Soil sampling	2020
Mapping	2020

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

3.1.8 Heliborne Airborne Electromagnetic Survey

A heliborne AEM was conducted by New Resolution Geophysics in August 2019 using their Xcite™ electromagnetic system. The survey comprised 820 line-km flown east-west and 150 m apart over the exposed Panhandle Greenstone Belt within licences E29/938-I, E29/929-I, E29/986, and E29/987.

The survey identified ten conductivity anomalies of exploration significance. The survey confirmed six known geochemical anomalies (e.g. Schwabe and Zinco Lago and extensions of these) and identified four new anomalies warranting follow-up exploration (Figure 23).

3.1.9 2019 Reverse Circulation Drilling Program In 2019, three reverse circulation (RC) holes, totalling 387 m, were drilled at Schwabe targeting historical intercepts (Table 9).

Table 9: Details of the drilling conducted in the Perrinvale Project by Cobre in 2019 and first drilling phase in 2020

Drillhole ID	GDA94 MGA50_E	GDA94 MGA50_N	RL (m)	End-of-hole (m)	Azimuth (UTM)	Dip	Tenement ID
19PVRC001	786436	6793059	402.1	87.00	106.48	-60.00	E29/938
19PVRC002	786446	6793094	401.8	99.00	100.48	-60.00	E29/938
19PVRC003(1)	786394	6793158	402.6	201.00	90.00	-60.00	E29/938
20MTDD001	787295	6802241	410.8	84.60	250.60	-55.00	E29/929
20MTDD002	787319	6802239	410.1	138.12	250.60	-55.00	E29/929
20MTDD003	787413	6801557	406.4	121.80	110.60	-55.00	E29/929
20PVDD001	784834	6794544	396.3	109.80	270.60	-60.00	E29/938
20PVDD002	784838	6794462	397.9	87.40	270.60	-60.00	E29/938
20PVDD003	786445	6793098	401.7	117.30	105.60	-60.00	E29/938
20PVDD004	786463	6793074	401.6	78.40	95.60	-60.00	E29/938
20PVDD005	786415	6793061	401.8	180.42	105.60	-60.00	E29/938
20PVDD006(1)	786394	6793158	402.6	264.20	90.00	-60.00	E29/938

(1) 20PVDD006 was drilled as a tail on 19PVRC003 so both holes have the same collar coordinations. Source: Geomin, 2019

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [427 x 563] intentionally omitted <==

Figure 23: AEM anomalies identified in the north Panhandle Greenstone Belt and phase 1 drilling completed from February to Mar 2020

Source: Cobre, September 2020

3.1.10 Soil Geochemical Database Compilation

A database was compiled using historical soil sampling data from MP Developments, infill sampling by Mindax as well as other historical infill sampling programs. The database comprises 33,460 sample points generally with analyses for 11 elements (silver, arsenic, gold, barium, cobalt, copper, manganese, molybdenum, nickel, lead, zinc). Based on this data, a large gold anomaly called the Panhandle Gold Anomaly has been identified over an area 3 km in diameter over the Poncheira area (Figure 24).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [480 x 628] intentionally omitted <==

Figure 24: Gold anomaly identified by Cobre from the historical soils geochemistry Source: Geomin, 2019

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

3.1.11 Moving Loop Electromagnetic Survey

A MLEM survey was conducted in the north of the Panhandle GB on the targets from drilling and with the aim to refine the AEM survey data. The survey was conducted in the first half of 2020 over the four main targets and to test four additional areas. The targets surveyed were Monti, Zinco Largo, Lago Rame, Schwabe North, Little Italy, Poncheira North, Piega del West, and Costa del Islas (Figure 25).

==> picture [441 x 593] intentionally omitted <==

Figure 25: Locations of the MLEM surveys Source: Cobre, 22 April 2020 – ASX Announcement

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

The survey results, supported by downhole electromagnetic (DHEM) and AEM data, were used to refine the drilling program which commenced in June 2020. The results also achieved the following:

Potential extensions, along strike, north and south at Schwabe, which was tested via RC drilling.
Conductivity down dip and along strike of previous drilling at Zinco Lago, which was tested with two deeper diamond core drill (“DD”) holes.
Conductors extending south from Zinco Lago, in line with the gossanous interflow sediments mapped at surface, to Lago Rame. A second zone of conductance offset to the east was also identified in the Zinco Rame – Lago Rame area, two RC holes tested the western (shallower) conductors, and two DD holes tested the eastern conductors.
Stacked conductors at Costa del Islas, tested with a single RC hole.
Multiple conductors at Piega del West, tested with five RC holes.
Two west-dipping conductors at Ponchiera North, with the shallower conductor tested via a single RC hole.
Conductors identified at Monti are yet to be drill tested.

3.1.12 Downhole Electromagnetic (2020)

DHEM surveys were conducted in DD drillholes at Schwabe, Zinco Lago and Monti prospects and resulted in the identification of a number of promising electromagnetic conductors at Zinco Lago, Lago Rame, and Monti, and also served to confirm the modelled AEM data acquired in 2019.

3.1.13 First Drilling Program

A drilling program comprising nine DD drillholes commenced in February 2020 and was completed in March 2020. The drilling included three new holes and an extension of one of the RC holes at Schwabe, two drillholes at Zinco Lago, and three drillholes at Monti (Table 9 and Figure 23). The summary of the significant intercepts are presented in Table 10.

Table 10: Summary of first drilling program (includes the three RC drillholes from 2019)

Hole ID	Prospect	Hole type	From (m)	To (m)	Interval (m)	Cu (%)	Zn (%)	Co (%)	Ag (g/t)	Au (g/t)
19PVRC001	Schwabe	RC	63	66	3	0.63	3.94	NSR	3	0.2
19PVRC002	Schwabe	RC	50	55	5	9.75	3.1	0.11	34	3.2
19PVRC0031	Schwabe	RC	187	189	2	0.93	0.79	NSR	4	0.4
20MTDD001	Monti	DD	47	48	1	0.19	183 ppm	NSR	1.3	0.01
20MTDD002	Monti	DD	105	131	26	0.32	0.08	NSR	3.1	0.1
20MTDD003	Monti	DD	64	75	11	0.08	0.23	NSR	1.1	0.04
20PVDD001	Zinco Lago	DD	31.4	41.6	10.2	0.1	0.63	NSR	3.6	0.11
20PVDD002	Zinco Lago	DD	46.5	53	6.5	0.33	0.57	NSR	3.9	0.02
20PVDD003	Schwabe	DD	48.65	54.63	6	8.39	3.52	0.14	30	3.1
20PVDD004	Schwabe	DD	27.5	33.5	6	5.63	3.89	0.1	22	1.4
20PVDD005	Schwabe	DD	79	83	4	2.76	0.97	0.07	12	1.7
20PVDD0061*	Schwabe	DD			No significant intercept

*20PVDD006 is a tail on 19PVRC003 testing footwall. NSR = no significant result. Source: Cobre, September 2020

3.1.14 Gravity Survey (2020)

A gravity survey was conducted over the Zinco Lago to Lago Rame area at assess potential for higher density zones coincident with the strike extensive electromagnetic conductors. A survey was also completed, extending south of a historical gravity survey on the eastern side of the lake (E29/989).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

The full potential of these gravity surveys is yet to be determined; however, a high response associated with the embayment at Zinco Lago was assessed. The gravity survey also clearly defines these lower density sediments within the broader package of mafic to ultramafic rocks.

3.1.15 Soil Sampling and Geological Mapping (2020)

An orientation geochemical soil sampling survey using Ultrifine and Mobile Metal Ion (MMI) over areas of known mineralisation and MLEM conductors was conducted to confirm the geochemical response over these conductors. The sampling was done over Zinco Lago, Zinco Rame, Lago Rame, Schwabe, Costa del Islas, Piega del West, and Monti.

The results show anomalous responses associated over these areas of known mineralisation. The results at Piega del West are suggestive of a more complex geological setting.

A series of mapping projects are currently being progressed. The mapping is focused on the following areas:

Zinco Lago to Lago Rame and east to the sandy plain
The greater Schwabe area from Little Italy in the south up to the neck in the lake ~6 km to the northnortheast
Piega del West
Monti (commenced 24 September 2020).

To identify the potential for packages of interflow sediments and, in the case of the greater Schwabe area, mineralisation associated with interflow sediments and hyaloclastic basalts along strike.

Regolith mapping has also been completed on the eastern side of the project, covering parts of the Illaara GSB (shown to have gold and VMS base metal prospectivity by Dreadnought Resources on its tenure to the south of Perrinvale). This will assist in determining the value of surface geochemistry as a first-pass test and determine if more detailed geological mapping is warranted.

3.1.16 Second Drilling Program

A second phase of RC and DD drilling comprising RC drilling of 2,883 m (including 120 m of pre-collars for core holes) and the DC drilling of 2,086 m was conduct from June to July 2020. A summary of the drilling is presented in Figure 26 and drill results in Table 11.

The primary objectives of the drilling were achieved, and were (as outlined by Cobre) to:

Generate mineralised core samples for sighter metallurgical testing
Expand upon previously drilled massive sulphide mineralisation
Step-out drill to test for mineralisation at depth and along strike.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [440 x 673] intentionally omitted <==

Figure 26: RC and DD drilling completed June to July 2020 (on AEM 60 m depth conductivity) Source: Cobre, September 2020

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

A summary of the results of the second phase of drilling are presented in Table 11, and Figure 27 to Figure 29.

Table 11: Summary of significant intercepts of the second phase of drilling in 2020

Hole ID	Hole type	From (m)	To (m)	Interval (m)	Cu (%)	Zn (%)	Co (%)	Ag (g/t)	Au (g/t)	Mn (%)
20PVDD007	DC	48	51.5	3.5	3.4	0.8	0.1	16.5	1.1
20PVDD007	DC	54.5	58	3.5	2	1.4	0.07	7.4	0.3
20PVDD008	DC				Awaiting assays
20PVDD009	DC	137	172	35	0.1	0.14	0.006	0.88	0.04	0.12
20PVDD010	DC	169.8	187	17.2	0.06	0.15	0.006	0.58	0.04	0.062
20PVDD011	DC	224	240	16	0.05	0.14	0.005	NR	0.04	0.075
20PVDD012	DC	126.1	139.8	13.7	0.06	0.17	0.008	0.45	0.03	0.166
20PVDD013	DC	175.6	177	1.4	0.1	0.03	0.005	1.05	0.02	0.092
20PVDD014	DC	68.65	74	5.35	2.78	1.34	0.05	12.1	1.1	0.099
20PVRC001 including	RC	32 36	38 37	6 1	0.033 0.019	0.20 0.41	0.016 0.011	0.03 0.01	0 0	0.11 0.13
20PVRC002	RC	58	59	1	0.052	0.022	0.013	1.21	0	0.18
20PVRC002	RC	70	71	1	0.004	0.54	0.01	0.07	0.04	0.19
20PVRC003	RC	50	51	1	0.053	0.021	0.008	0.22	0.03	0.31
20PVRC003	RC	69	70	1	0.019	0.35	0.009	0.05	0.01	0.15
20PVRC004	RC				No significant result
20PVRC005	RC	90	91	1	0.045	0.015	0.005	0.27	0.01	0.21
20PVRC006 including plus	RC	96 108 123	117 110 134	21 2 11	0.05 0.01 0.03	0.052 0.24 0.08	0.006 0.004 0.004	0.34 0.61 0.26	0.01 0.01 0.01	0.056 0.058 0.1
20PVRC007 plus including plus	RC	18 91 92 126	20 94 93 130	2 3 1 4	0.022 0.039 0.058 0.02	0.052 0.08 0.14 0.049	0.008 0.009 0.012 0.007	0.29 0.67 0.079 0.22	0.01 0.01 0 0.01	0.097 0.097 0.059 0.11
20PVRC008 plus	RC	27 54	31 77	4 23	0.01 0.004	0.003 0.006	0.001 0.002	0.16 0.23	0.34 0.01	0.008 0.34
20PVRC009 plus	RC	91 145	103 149	12 4	0.003 0.006	0.002 0.006	0.001 0.002	0.11 0.34	0.01 0.01	0.57 0.31
20PVRC010 including plus	RC	23 24 57	31 28 60	8 4 3	0.027 0.037 0.022	0.003 0.004 0.007	0.006 0.01 0.001	1.56 2.04 0.98	0.02 0.02 0	0.23 0.28 0.13
20PVRC011 including	RC	115 129	150 132	35 3	0.003 0.007	0.005 0.008	0.001 0.002	0.43 1.21	0.01 0.02	0.52 0.58
20PVRC012 plus	RC	80 110	85 115	5 5	0.001 0.058	0.03 0.009	0.001 0.003	0.68 2.25	0.01 0.01	0.08 0.74
20PVRC013 including	RC	115 116	131 118	16 2	0.005 0.014	0.014 0.052	0.002 0.004	0.1 0.21	0.005 0	0.29 0.3
20PVRC014 including	RC	109 115	122 116	13 1	0.16 0.68	0.045 0.1	0.009 0.015	0.25 0.85	0.08 0.28	0.12 0.08
20PVRC015	RC				No significant result
20PVRC016	RC	52 52	80 59	28 7	0.023 0.061	0.042 0.011	0.003 0.004	0.25 0.24	0.01 0.02	0.037 0.024

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Hole ID	Hole type	From (m)	To (m)	Interval (m)	Cu (%)	Zn (%)	Co (%)	Ag (g/t)	Au (g/t)	Mn (%)
20PVRC017	RC	23	26	3	0.014	0.071	0.005	0.01	0	0.11
20PVRC018	RC	52	54	2	0.017	0.21	0.009	0.08	0.004	0.21
		130	132	2	0.026	0.063	0.005	0.14	0.02	0.12
20PVRC019	RC	53	55	2	0.05	0.12	0.006	0.43	0.02	0.067
20PVRC020	RC	106	108	2	0.05	0.13	0.006	0.46	0.03	0.069
20PVRC021 including	RC	23 23	33 27	10 4	0.94 2.12	0.4 0.60	0.02 0.04	2.3 5.2	0.19 0.39	0.099 0.058
20PVRC022 including	RC	27 28	34 29	7 1	1.98 7.75	0.81 4.15	0.04 0.13	4.92 23.12	0.36 1.54	0.142 0.225
20PVRC023 including	RC	45 45	57 49	12 4	2.86 8.27	1.02 2.93	0.05 0.12	10.18 29.77	0.69 1.98	0.113 0.155
20PVRC024	RC			No significant result (pre-collar)
20PVRC025	RC			No significant result (pre-collar)

Note: Two samples for hole 20PVDD008 were missed in original submission. Source: Cobre, September 2020

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [426 x 668] intentionally omitted <==

Figure 27: Second phase drilling results at Schwabe by Cobre in 2020 Source: Cobre, September 2020

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [483 x 529] intentionally omitted <==

Figure 28: Second phase drill collars at Zinco Lago to Lago Rome (modelled MLEM plates also shown) Source: Cobre, September 2020

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [483 x 492] intentionally omitted <==

Figure 29: Second phase RC drill collars at Ponchiera, Piega del West, and Costa del Islas (modelled MLEM plates also shown)

Source: Cobre, September 2020

Summary results of drilling per prospect are presented below are taken from Cobre (September 2020):

Schwabe (see Figure 27 and Table 11):
Three core holes drilled for metallurgical sample were completed, with a ~90 kg composite sample generated including massive and stringer sulphides. Composite sample grade 3.6% Cu, 1.6% Zn, 0.08% Co, 0.03% Pb, 1.1 g/t Au, 13.1 g/t Ag.
One deep core hole drilled intersecting the mineralised horizon, with low levels of sulphides, ~200 m down dip of known massive sulphides (the driller sheared off casing on the way out which pressed on the PVC preventing the DHEM probe getting down this hole).
A core hole drilled as a tail on a combined RC/DD section testing for strike extension to the north, all intersected a narrow shale horizon with low level sulphides.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

In addition to sulphide-bearing laminated sediments core holes indicate the presence of peperites and hyaloclastites.
Five RC holes were drilled on step out sections north and south of previous drilling, all intersected a narrow shale horizon with low level sulphides.
Five RC holes were drilled to test shallow MLEM modelled plates, north, south, and west of known mineralisation. Base metals were intersected along strike to the north associated with two of the MLEM modelled plates.
Zinco Lago (see Figure 28 and Table 11):
Two deeper core holes were drilled, collared north and south of previous holes, targeting the conductor modelled from both MLEM and DHEM surveys. The conductors were shown to be aligned with the package of interflow mudstones and cherts hosted within the mafic volcanic pile with a footwall gabbro. Variable amounts of dominantly iron sulphides, with locally elevated sphalerite and chalcopyrite appear to have been remobilised through the interflow sediments.
DHEM modelling shows a correlation with locally elevated sulphides in the core, with multiple plates being the best fit. A deeper conductor, below existing drilling, was also modelled.
Following the gravity survey, and due to existing Program of Work approvals not covering drill sites on the lake embayment, an oblique core hole (20PVDD017) was also drilled targeting the area of increased density indicated in the gravity survey. The hole generally showed variable sulphides in mafic volcanics, with no obvious explanation for the increased density indicated by the gravity data.
Zinco Rame (see Figure 28 and Table 11):
A single RC hole (20PVRC006) targeting the conductor below the 2019 RC hole (19PVRC004) was drilled, this intersected 21 m of variably low-grade base metal mineralisation associated with sulphides.
Surface reconnaissance identified an eastern package of interflow sediments, which may be associated with the deeper MLEM modelled conductor to the east. To test this deeper conductor a single core hole (20PVDD011) was drilled to 291.3 m. The interflow sediment and a basal peperite horizon was from ~224 m to 246 m downhole; mineralisation is variable low grade with peak assays 0.1% Cu, 0.27% Zn and 5.7% S.
Lago Rame (see Figure 28 and Table 11):
As for Zinco Rame, a single RC hole (20PVRC016) intersected the interflow sediments associated with the line of gossanous sediments and the down dip western modelled conductor. The interflow sediment extended from 52 m to 87 m downhole with assays showing elevated base metals and sulphides from 52 m to 80 m; peak assays 0.11% Cu, 0.13% Zn, 1.8 g/t Ag, and 2.4% S.
A core hole (20PVDD0012) was drilled to test the eastern conductor, and mineralised interflow sediments were intersected from ~125 m to 140 m downhole. Peak assays 0.12% Cu, 0.33% Zn, 1.0 g/t Ag, and 5.0% S.
Costa del Islas (see Figure 29 and Table 11):
A single RC hole (20PVRC007) drilled to 165 m was targeting a series of shallow dipping, overlapping, MLEM conductor models. A mix of mafic volcanics and sediments, including dark grey-black shales, and locally high-level sulphides were intersected.
Chalcopyrite along with more dominant iron sulphides was noted in logging and assays confirm some of the sulphides include base metals with best single assay: 0.06% Cu, 0.14% Zn, 0.01% Co, 0.08 g/t Ag and 14% S, with peak assays 0.06% Cu, 0.14% Zn, 0.013 % Co, 0.92 g/t Ag, and 14% S.
DHEM generated seven modelled plates, some coincident with elevated sulphides associated with sediments in the hole and several located off hole.
In addition to the indications of base metal sulphides in the RC hole, a sighter soils traverse across the northern MLEM modelled conductor has returned signs of anomalous elements. Elements also seen associated with the Schwabe mineralisation.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Ponchiera Copper (see Figure 29 and Table 11):
A single 150 m vertical RC hole was drilled, and this returned a 14 m of elevated copper (0.16%) associated with the basalt. Peak assays 0.68% Cu, 0.13% Zn, 145 ppm Co, 1.48 g/t Ag, 0.28 g/t Au, and 1.1% S.
It is interpreted that the intersection of the mineralisation is analogous to the copper staining visible on fractures across the surface of the prospect. The best explanation is that the copper has been remobilised through the fractures.
Ponchiera North (see Figure 29 and Table 11):
A single 208 m RC hole was drilled targeting the upper of two sub-parallel strike extensive conductors modelled from the fixed-loop electromagnetic survey.
The hole was expected to intersect the conductor at 170 m, there was no sign of the conductor at that depth; however, there was an 8 m run of elevated (up to 6% S) iron sulphides from 137 m to 145 m. This was associated with a magnetite bearing rock potentially similar to the hornfels at Piega del West (refer below).
Various lithologies were intersected; cherty sediments, pyroxenite, basalt and the “hornfels”.
Assays show traces of mineralisation with peak results: 543 ppm Cu, 564 ppm Zn, 1.5 g/t Ag and 0.1 g/t Au.
Piega del West (see Figure 29 and Table 11):
Interpretation of the geophysics and reconnaissance mapping supported a disrupted and folded area, with no obvious surface expression of the modelled conductors (with the exception potentially of some local ironstones which lack the typical continuity of BIF).
A single RC hole was planned as a first test of each of the conductors.
Drilling and more detailed mapping showed ultramafic-mafic rocks in the east, regional granites in the west, potentially multiple felsic to intermediate intrusives, volcaniclastic, variable grain sized psammite, and magnetite garnet, diopside “hornfels”. Locally sulphides were present in low levels through to massive-semi massive. Iron sulphides dominate however some have associated base metals and tin.
Selected RC chips were assessed petrographically, this identified the magnetite-garnet-diopside “hornfels”, granite, feldspar-quartz porphyry, and gneiss (likely after feldspar-quartz porphyry).
Assays show regular traces of gold with one significant gold intercept associated with veining in basalt (4 m @ 0.34 g/t Au). Silver in the 0.1–4 g/t range is regularly seen, often associated with sulphides. High molybdenum (up to 499 ppm) and tungsten (up to 0.47%) assays are also seen locally.

DHEM aligns well with areas of higher sulphides in the drillholes; for 20PVRC010 (located in the southwest of Piega del West and drilled to azimuth of 290°) the DHEM shows off-hole conductors dipping in a general westerly direction.

3.1.17 Prospectivity

CSA Global’s opinion, based on the current exploration by Toucan which has confirmed the historical exploration results, is that the Perrinvale Project remains prospective for VMS-style polymetallic base metal and gold mineralisation, as well as mesothermal gold mineralisation.

3.2 Sandiman Project

3.2.1 Location and Tenure

The Sandiman Project is located in the Upper Gascoyne Shire, straddling the south-eastern corner pf the Mount Sandiman 1:100,000 sheet no. 1949, and the north-eastern corner of the Lyons River 1:100,000 sheet no. 1948. Access to the licence is from Carnarvon to Gascoyne junction and then 85 km along the Lyndon

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Road to Mount Sandiman Station (Figure 30). Access into the tenement is then via the network of station tracks (Geomin, 2019).

==> picture [475 x 625] intentionally omitted <==

Figure 30: Sandiman tenure, infrastructure and geology Source: Geomin (2019)

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

The Sandiman Project is based on a single tenement (E09/2316) totalling 202 km² in size (Table 12). The tenement is held by GTTS Generations Pty Ltd, and is subject to a farm-in agreement whereby Cobre is entitled to earn-in and acquire up to an 80% interest in the Sandiman tenement.

Tenement information on the Cobre projects was provided by Cobre, and independently confirmed by CSA Global via the Mineral Titles Online portal provided by the Government of Western Australia DMIRS.

Table 12: Sandiman tenement table

Tenement	Holder	Grant date	Expiry date	Area (blocks)
E09/2316	GTTS Generations Pty Ltd	9 Aug 2019	8 Aug 2024	65

Source: Cobre Quarterly Activities Report for the quarter ended 30 June 2020

3.2.2 Geology

The Sandiman tenement was selected on its location along the complex boundary of two major tectonic units of Western Australia – the Proterozoic Gascoyne Province to the east, and the Palaeozoic Carnarvon Basin to the west.

The Gascoyne Province includes a range of late Archaean and mid Proterozoic gneisses, granites, and metasedimentary rocks that record the progressive amalgamation of the Archaean Pilbara and Yilgarn Cratons to form the West Australian Precambrian Shield. The Gascoyne Province has been subjected to multiple tectono-magmatic reworking events that are now marked by segments with different deformational, metamorphic, magmatic, and metallogenic signatures. These segments are bounded by deep crustal shear zones that trend west-northwest to east-southeast, along with the general tectonic foliations.

The basement beneath the Sandiman Project consists of the Halfway Gneiss, Durlacher Granitic Suite, and enclaves of Leake Spring Metamorphics. The latter unit includes metasedimentary rocks, including calcsilicates after carbonates, and amphibolites after mafics. This basement segment contains numerous mineral occurrences, including copper-lead-zinc, tungsten-molybdenum, and tantalum-niobium associations. No significant basement mineral occurrences are known on E09/2316, although significant base-metal occurrences occur 35 km to the northeast.

The on-lapping sedimentary sequence in the Merlinleigh Sub-basin of the Carnarvon Basin is represented by the glacigene diamictites of the Lyons Group of Permian age. However, this boundary is not a simple on-lap, as it is cut by many listric-type faults of the Wandagee Fault Zone that relates to rift-style faulting of the progressive development of the Carnarvon Basin. This faulting has caused a complex array of horst blocks, half grabens and disruption of the Permian unconformity.

The boundary zone is further complicated by the remnants of older sedimentary rocks of Devonian age that mark the initial transgression onto the Gascoyne basement. These include limestone and evaporite-facies sedimentary rocks, overlain by black shale. These remnants outcrop within the Sandiman project area and will be present in greater extent deeper in the basin within E09/2316.

This geological framework is considered a favourable situation for Mississippi Valley Type (MVT) lead-zinc mineralisation as, for example, the Lennard Shelf lead-zinc deposits in the Canning Basin of Devonian age. These deposits form by hydrothermal fluids coming up deep fault fractures, and leaching metals (like lead, zinc, barium) from basement sources, and precipitating them as sulphides and sulphates in carbonate and pyritic rocks.

Another possible metallogenic style that can form within this craton-margin geological framework is VMS, if there are localised volcanic rocks in the system. There is no record of volcanics in either the Devonian or Permian sequences in the Carnarvon Basin, but they could be present at depths further into the basin, and not yet intersected by petroleum wildcat wells.

The only post-basement magmatic activity known in the region is the Wandagee picritic lamprophyres (Lewis 1990). These are mantle-tapping funnel-shaped diatremes that intrude the Permian Lyons River Group. Altogether there are 23 such diatremes, forming a diffuse cluster 60 km x 30 km more or less corresponding

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

to the Wandagee Fault Zone. They are thought to be Jurassic in age and relate to the break-up of Gondwana. They have been explored for diamond without success. There are no documented diatremes within E09/2316. Although there is a spatial relationship with the rifted margin of the cratonic Gascoyne Province, it is unlikely such diatremes can provide a magmatic fluid or heat source for barium and any related metals.

3.2.3 Local Geology

Figure 30 shows the fault complex with northeast and northwest trending components that disrupts the unconformity between the basal Permian Harris Sandstone and the basement metamorphic rocks.

Also shown is the older Devonian Gneudna Limestone which is on-lapped and obscured by the Permian lithologies. The barite occurrences, as best is presently known, are mostly restricted to the Permian Harris Sandstone. Also shown is the best plot of the Arimco drillholes which were all collared in the Harris Sandstone.

The surface distribution of the Gneudna carbonates shown in Figure 30, would be a suitable host to MVT lead-zinc mineralisation. Its distribution beneath the Permian-aged sediments is unknown and is considered an important aspect to understanding the prospect scale framework for potential sediment hosted mineralisation.

3.2.4 Barite

Based on the abundance of barite (BaSO4) in this area, which remains unexplained, it is appropriate to comment on its significance.

Barite usually occurs in two forms:

Bedded barite – occurring peripheral to MVT lead-zinc deposits and VMS base metal deposits. Bedded barite therefore possesses the geochemical alteration and metal signatures of these deposits.
Vein barite - occurring in discord fracture-fills, generally lacking other elements and with no immediate spatial relationship with bedded barite.

It is reasonable to postulate that vein barite has been remobilised from bedded barite during a later hydrothermal event.

However, there is little information on these barite veins. Abeysinghe and Featherstone (1997) provide the only summary. They note the veins are up to 1.5 m wide, align in northeast and southeast trending fault sets, and can occur in basement and Permian rocks, or in fault contacts between them. Reputedly the barite is accompanied by “minor amounts of galena and traces of sphalerite”, and this observation has been confirmed by recent exploration work (pers. comm. Todd Axford (Cobre), 2020).

3.2.5 Historical Exploration

In 1974, Uranertz explored for unconformity-related uranium deposits in the lowermost Lyons Group unit – the Harris Sandstone. Only minor traces of carnotite were encountered, statutory report (A4559) noted barite workings in several shafts and trenches.

During 1981–1982, Amoco (A11013) undertook exploration specifically for stratiform lead-zinc, presumably on the basis of the barite occurrence. Amoco mapped in detail the fault system in old TR7863H and showed the barite veins were in fractures within the lowermost Permian sandstone (Harris Sandstone) and in faults between the sandstone and the basement fault blocks. Amoco did a prospect-scale orientation soil geochemistry survey and a small soil grid over known barite veins. This gave good barium and strontium soil anomalies, but barely perceptible lead kicks, and no zinc.

In 1990, Arimco (A32112) drilled three RC holes through the lower Permian sandstone into basement in a search for stratiform lead-zinc. The collar coordinates of these five holes have been located as best as possible from the non-digital plans. They all appear to be collared in the Lyons diamictite, and passed into the Harris Sandstone. Three holes intersected the granitic basement at depths varying from 42 m to 123 m. The Arimco logs are not fully diagnostic in terms of stratigraphic identity, and the two deeper holes that failed to reach

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

the basement may have intersected the more indurated Devonian calcareous siltstone and limestone of the Gneudna Formation. In this respect the presence of “black oily scum” in one of the deeper holes that failed to reach basement, may be significant. None of the holes showed anomalous base metals, but it is of interest that all the holes had anomalously high barium in the range of 400 ppm to 1,450 ppm. This suggests the possibility of barite cement in the sandstones. No further base metal exploration has since taken place.

In 2016, private company Western Barite Pty Ltd took up E09/2069. The statutory report (A109155) gives no details of any operations but notes 20 separate locations in the general area south of Mount Sandiman and Homestead; these are considered to be the 20 occurrences shown as barite in the Geological Survey of Western Australia (GSWA) Mindex database.

Independence Group NL (ASX:IGO) holds a large block of exploration licences totalling 4,370 km[2] , surrounding EL09/2316. IGO’s Lyons River project covers the Permian sequence of the Merlinleigh sub-basin where it overlies the rifted margin of the cratonic Gascoyne Province. The IGO website notes “hydrogeochemical sampling identified coincident 150 km x 30 km boron-fluorine anomaly associated with shallow marine-lacustrine carbonate-evaporite sequences” .

3.2.6 Current Exploration

Analysis of multi-spectral satellite imagery over the Sandiman Project and surrounds was conducted by Geoimage Pty Ltd. The work included orthorectification and spectral processing of the ASTER imagery. A series of processed outputs were provided primarily aimed at assisting in deriving lithological discrimination and to identify potential areas of alteration.

The outputs were assessed as part of the initial field visit, primarily focused on the northern half of the project where historic occurrences of barite veining were recorded.

A series of rock-chip samples were collected, visually described, and sent for assay. Visual observations and assays confirm the presence of lead and zinc sulphides along with silver. Along with sulphides incorporated in barite veining, the assays also show signs of mineralisation associated with a red/green mudstone/dolomite contact (likely the Devonian Gneudna Limestone) exposed in a borrow pit to the north of the barite occurrences.

These observations support the conceptual target based on mineralised hydrothermal fluids moving through fault pathways associated with extension on the margins of the East Carnarvon Basin. The area looks prospective for MVT base metals when considered in conjunction to a classic genetic model.

3.2.7 Prospectivity

It is CSA Global’s opinion that the Sandiman Project is conceptually prospective for MVT base metal mineralisation based on the cluster of barite veins in sedimentary basin rocks in a craton-margin geological setting in conjunction with recent exploration results reporting traces of lead-zinc-silver mineralisation. Earlystage exploration results also suggest the possibility for the formation of VMS base metal deposits.

The veins themselves do not present exploration targets although barite is considered a commercial industrial mineral. Rather, the exploration approach will be to better understand the geological setting, and the hydrothermal fluid systems that operated during barite vein deposition (Geomin, 2019).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

4 Valuation

4.1 Previous Valuations and Transactions

4.1.1 Kalahari Copper Project

CSA Global (CSA Global, 2017) has previously completed a CPR on the KCP, as then defined for AIM-listed Draganfly, to inform a potential investment decision. The licence holding at that time was broadly similar to the current footprint of the OCP and NCP (i.e. licences held by KML and Triprop), although several of these licences have been subsequently reduced in area by mandatory relinquishment. The CPR predated the acquisition of the Kitlanya licences, and it included a valuation of the aforementioned projects.

The total landholding covered in the CPR was 3,940 km[2] and CSA Global provided a preferred valuation of US$1.73 million, based on analyses of comparative transactions relevant at that time and the use of the Geoscience or Kilburn method. CSA Global completed that work independently of both Draganfly and KML and were remunerated through the payment of a consulting fee.

The Kitlanya East and Kitlanya West projects were acquired by KML on 10 April 2019, whereby KML acquired 100% of Kitlanya Limited for US$700,000, placing an effective value on KML, post the Kitlanya acquisition, of US$5,200,000 at that time (htps://www.metaltgerplc.com/index.php/news/1307-kalahari-metals-limitedacquisiton-of-kitlanya-ltd-2019-04-10-070800).

4.1.2 Perrinvale

On 28 April 2020, Cobre acquired the 20% free carried minority stake in Toucan (the holder of the Perrinvale Tenements) for a cash payment of A$527,900 plus 6.16 million Cobre shares.

On 29 October 2018, Cobre purchased 80% of Toucan, which held the Perrinvale tenements, by paying 20% of the issued share capital in Cobre at the time of completion (18 June 2019). In addition, Cobre provided a non-recourse loan of A$400,000 to Toucan for the purposes of Toucan undertaking exploration on the Perrinvale tenements.

On 6 December 2016, Toucan purchased tenements E29/929, E29/938, E29/946 and P29/2359 from FMG Resources Pty Ltd for a cash payment of A$10,000; a further cash payment of A$6,863.50 as reimbursement for annual rent paid in respect of E29/938 and E29/929; and an ongoing royalty payment equal to 2% net smelter return from the date on which production of minerals from one or more of the tenements commences and continuing until all tenements have wholly expired, lapsed or surrendered.

SRK completed a valuation of the Perrinvale assets in June 2020 (SRK, 2020).

4.1.3 Sandiman

On 13 November 2019, Cobre entered into a farm-in agreement with GTTS Generations Pty Ltd (the holder of the Sandiman tenement), pursuant to which Cobre is entitled to earn-in and acquire up to an 80% interest in the Sandiman tenement.

Cobre was required to pay the following deposits in advance of specific milestones:

A$25,000 and 166,667 shares within five business days of executing the agreement
A$25,000 within five business days of Official Quotation of the Shares
Issue shares to GTTS Generations Pty Ltd with a market value of A$35,000 within five business days of Cobre completing its second earn-in requirement.

Cobre is entitled to earn up to an 80% interest in the Sandiman tenement from GTTS Generations Pty Ltd by:

Within 12 months from the satisfaction of conditions precedent, Cobre must make or incur expenditure of not less than A$265,000 (with a maximum of 20% of expenditure being applied to internal administration) in order to earn a 51% interest in the Sandiman tenement (“First Earn-In”)

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Within 12 months of completion of the First Earn-In, Cobre must make or incur expenditure of not less than A$300,000 (with a maximum of 20% of expenditure being applied to internal administration) in order to earn an additional 29% interest in the Sandiman tenement (“Second Earn-In”).

4.2 Valuation Approach

Valuation of Mineral Assets is not an exact science and a number of approaches are possible, each with varying positives and negatives. While valuation is a subjective exercise, there are a number of generally accepted procedures for establishing the value of Mineral Assets. CSA Global considers that, wherever possible, inputs from a range of methods should be assessed as a matter of best practice to inform the conclusions about the Market Value of Mineral Assets.

The valuation is always presented as a range, with the preferred value identified. The preferred value need not be the median value and is determined by the practitioner based on their experience.

Refer to Appendix A for a discussion of Valuation Approaches and Valuation Methodologies, including a description of the VALMIN classification of Mineral Assets.

In forming an opinion on the Market Value of the Mineral Assets, the valuation approach adopted by CSA Global has been to rely primarily on market-based methods (primarily the comparative transaction method) and this was based on the tenement area (Table 13).

Table 13: Valuation basis and methods employed

Mineral Asset	Classification	Area (km²)	Valuation methods
KML licences Triprop licences Kitlanya licences	Advanced Exploration	1,999 1,449 4,652	Comparative Transactions, Geoscience Rating
Perrinvale Project	Advanced Exploration	348
Sandiman Project	Early Exploration	202

The choice of valuation methods employed was dictated by the exploration stage of the assets and the availability of information.

The Valuation Basis employed by CSA Global is Market Value, as defined by the VALMIN Code (2015) and explained in Appendix A. The Valuation Date is 24 February 2021. The currency is Australian dollars (A$ or $) unless otherwise stated. Note that the analysis and valuation of the Botswanan tenements is in US$ and the analysis and valuation of the West Australian tenements is in A$.

Project values are expressed on a 100% basis, unless otherwise stated.

The value of the recent tenement application within the Perrinvale Project (E29/1106) has not been included, as the tenement has not been granted, and the additional value attributable to the licence application is not considered material in the context of this valuation (in the order of A$0.1 million).

In CSA Global’s opinion, nothing material has occurred up to the date of this Report, since the Valuation Date to affect CSA Global’s technical review and valuation opinion.

4.3 Commodity Market and Pricing

The copper price history in US$/t for the five year period prior to 24 February 2021 is illustrated in Figure 31, and the gold price history in US$/oz and A$/oz for the five year period prior to 24 February 2021 is indicated in Figure 32. The variation in the copper price over time and the variation in gold price over time in US$ and A$ terms, highlights the need to normalise transactions to account for variations in commodity prices and exchange rates over time.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [507 x 326] intentionally omitted <==

Figure 31: Copper price history in US$

Source: S&P Global Market Intelligence Platform

==> picture [457 x 285] intentionally omitted <==

Figure 32: Gold price history in US$ and A$ Source: S&P Global Market Intelligence Platform

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

4.4 Comparative Transactions

The transactions considered were:

Announced post-June 2015
Sufficient information on the transaction and material projects were available in the public domain for the analysis of the transactions.

In analysing the African copper transactions, all amounts were converted to US$ at the relevant exchange rate at the time of the transaction announcement, and in analysing the West Australian transactions were analysed in A$. Joint venture transactions were only valued to the first earn-in milestone and any subsequent earn-in milestones were ignored. Future payments contingent on a future milestone such as declaration of a Mineral Resource or decision to mine were ignored. Share consideration was treated as the equivalent cash value using share prices at the time of the transaction unless the shares were issued at a particular deemed price. Where significant portions of the consideration committed to was delayed by a significant period of time, the delayed payments were discounted to account for the time value of money.

4.4.1 Copperbelt Transactions

CSA Global considered 12 transactions involving early stage copper projects in Southern Africa, specifically Botswana (four transactions), Namibia (five transactions) and Zambia (three transactions), targeting Copperbelt-style mineralisation (Figure 33). These transactions are listed and analysed in Appendix B. Implied transaction prices were normalised to the 24 February 2021 copper spot price of US$9,340/t.

The Zambian transactions involved smaller areas of tenure, averaging approximately 600 km², and transacted at significantly higher prices than the Botswanan and Namibian projects (Figure 33 and Table 14).

==> picture [484 x 319] intentionally omitted <==

Figure 33: All Copperbelt transactions Note: Bubble size proportional to area of tenure.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

The geological continuity of the Kalahari Copperbelt between Namibia and Botswana is indicated earlier in Figure 3. In addition, the investment environment and sovereign risk ratings of Namibia and Botswana are generally considered comparable. Therefore, CSA Global grouped the Namibian and Botswanan Kalahari Copperbelt transactions in our analysis of comparative market transactions (Figure 34 and Table 14).

==> picture [484 x 319] intentionally omitted <==

Figure 34: Kalahari Copperbelt transactions

Note: Bubble size proportional to area of tenure.

Table 14: Analysis of Copperbelt transactions by country

Statistic (US$/km²)	All	Zambia	Botswana	Namibia	Botswana and Namibia	Botswana and Namibia, excluding outliers
Transactions	12	3	4	5	9	7
Minimum	24.34	3,338.58	24.34	68.17	24.34	68.17
Maximum	6,879.88	6,879.88	582.95	2,792.66	2,792.66	1,390.00
Mean	1,861.58	5,125.26	306.31	1,147.59	773.69	592.31
Median	836.44	5,157.32	308.98	1,089.92	397.21	397.21
Weighted average	668.24	5,383.98	196.03	989.04	404.48	705.76
Geometric mean	715.23	4,911.22	190.63	648.34	376.30	417.90

The area of tenure involved in the Botswanan transactions averaged 6,160 km², which dropped to 3,255 km² when the Crocus transaction was excluded.

The Crocus transaction involved a total of 14,875 km² of tenure, the majority of which was peripheral to the Kalahari Copperbelt, as well as two licences in the Limpopo Belt. The prospectivity of the Crocus ground is considered to be materially lower than the prospectivity of the Kalahari Copper Project tenure, therefore CSA Global has exercised professional judgement in excluding this transaction (Table 14 and Table 15).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Table 15: Analysis of Copperbelt transactions by area of tenure

Statistic (US$/km²)	All	<1,000 km²	>1,000 km²	>1,000 km² excluding Crocus
Transactions	12	7	5	4
Minimum	24.34	68.17	24.34	260.17
Maximum	6,879.88	6,879.88	1,089.92	1,089.92
Mean	1,861.58	2,860.55	463.03	572.71
Median	836.44	2,792.66	357.78	470.36
Weighted average	668.24	2,967.59	385.53	713.23
Geometric mean	715.23	1,433.70	270.17	493.15

The area of tenure involved in the Namibian transactions averaged 1,723 km², and climbed to 2,139 km² when the anomalously small and focussed Guchab transaction was excluded. The area of tenure averaged 3,695 km² when the Namibian and Botswanan transactions were grouped, and this dropped to 2,618 km² when the Crocus and Guchab transactions were excluded.

As the KCP tenure totals 8,099 km², with the tenure groupings ranging from 1,449 km² (Triprop licences) to 4,652 km² (Kitlanya licences), CSA Global focused on the transactions involving tenure areas of greater than 1,000 km² (Table 15).

Based on the analyses described above, CSA Global used professional judgement in selecting a low valuation factor of US$70/km², a preferred valuation factor of US$700/km² and a high valuation factor of US$1,400/km².

The preferred valuation factor of US$700/km² is rounded from the average of the mean and the weighted average of the Botswanan and Namibian transactions, excluding outliers (Table 14), which is similar to the average of the mean and the weighted average of the projects >1,000 km², excluding Crocus (Table 15). The low factor and the high factor are rounded from the minimum and maximum, respectively, of the Botswanan and Namibian transactions, excluding outliers (Table 14).

Applying these valuation factors to the KCP tenure results in the valuation summarised in Table 16.

Table 16: Summary of KCP valuation based on comparative transactions

Holder	Area (km²)	Valuation factors (US$/km²)	Value (US$ million)
		Low Preferred High	Low Preferred High
KML Triprop Kitlanya	1,999 1,449 4,652	70 700 1,400 70 700 1,400 70 700 1,400	0.14 1.40 2.80 0.10 1.01 2.03 0.33 3.26 6.51
Total	8,099		0.57 5.67 11.34

Note: The valuation has been compiled to an appropriate level of precision and minor rounding inconsistencies may occur.

Based primarily on the location of the various licences with respect to known copper deposits and outcropping stratigraphy, it is possible to crudely rank the prospectivity of the licences and apply valuation factors based on this ranking.

CSA Global grouped the transactions by assumed prospectivity, based on the ranked transaction values. The range of valuation factors has been derived from the analysis of comparative transactions described above, with rank 1 assigned to the licences deemed most prospective, and rank 4 applied to the licences deemed least prospective. A valuation completed using this methodology is summarised in Table 17.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Table 17: Summary of KCP valuation based on ranked transaction values

Holder	Licence	Area (km²)	Rank	Valuation factors (US$/km²)	Value (US$ million)
				Low Preferred High	Low Preferred High
KML KML Triprop Triprop Triprop Kitlanya Kitlanya Kitlanya Kitlanya Kitlanya Triprop Triprop	PL148/2017 PL149/2017 PL041/2012 PL042/2012 PL043/2012 PL343/2016 PL342/2016 PL072/2017 PL070/2017 PL071/2017 PL035/2012 PL036/2012	999 1,000 59 467 198 957 942 845 994 914 628 96	4 1 2 1 3 4 4 3 1 3 2 2	70 110 150 700 1,050 1,400 400 550 700 700 1,050 1,400 150 275 400 70 110 150 70 110 150 150 275 400 700 1,050 1,400 150 275 400 400 550 700 400 550 700	0.07 0.11 0.15 0.70 1.05 1.40 0.02 0.03 0.04 0.33 0.49 0.65 0.03 0.05 0.08 0.07 0.11 0.14 0.07 0.10 0.14 0.13 0.23 0.34 0.70 1.04 1.39 0.14 0.25 0.37 0.25 0.35 0.44 0.04 0.05 0.07
Total		8,099			2.53 3.87 5.21

Note: The valuation has been compiled to an appropriate level of precision and minor rounding inconsistencies may occur.

4.4.2 West Australian Exploration Ground Transactions

CSA Global considered 80 transactions involving exploration licences in Western Australia in the past five years, comprising both Early Exploration and Advanced Exploration properties. These transactions primarily involved tenure prospective for gold, but also included tenure prospective for nickel, copper, lithium or base metals. These transactions are listed and analysed in Appendix C. Implied transaction prices were normalised to the 24 February 2021 gold spot price of A$2,264.47/oz.

Seven of these transactions were considered high outliers, and were excluded (Table 18 and Figure 35). As the Perrinvale Project tenure totals 348 km² and the Sandiman Project tenure totals 202 km², CSA Global considers the transactions involving tenure packages of between 50 km² and 1,000 km² (Table 18 and Figure 36) to be relevant comparatives to Cobre’s West Australian tenure.

Table 18: Analysis of transactions involving Western Australian exploration licences in the past five years

Statistic (A$/km²)	All transactions	All transactions excluding outliers	>50 and <1,000 km²	>50 and <1,000 km² excluding outliers
Transactions	80	73	55	51
Minimum	58	64	58	64
Maximum	60,887	20,276	60,887	10,932
Mean	7,593	4,995	5,511	3,636
Median	3,929	3,922	2,824	2,452
Geomean	5,800	2,791	5,910	1,990

Based on the analyses described above, CSA Global used professional judgement in selecting a low valuation factor of A$1,300/km², a preferred valuation factor of A$4,000/km² and a high valuation factor of A$7,000/km².

The preferred valuation factor of A$4,000/km² is rounded from the mean value of the transactions involving tenure packages of between 50 km² and 1,000 km², excluding outliers. This value is also similar to the median value for all transactions excluding outliers (Table 18). The low factor and the high factor are rounded from the 20[th] percentile and the 80[th] percentile, respectively, of the entire transaction set, excluding outliers (Figure 35).

Applying these valuation factors to Cobre’s West Australian exploration tenure results in the valuation summarised in Table 19. This excludes the value of the recent tenement application (E29/1106), which would add further value that is not material in the context of this valuation (approximately A$0.1 million).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [480 x 216] intentionally omitted <==

Figure 35: Transactions involving exploration licences in Western Australia in the past five years, excluding outliers

==> picture [476 x 217] intentionally omitted <==

Figure 36: Transactions involving Western Australia exploration licences of between 50 km[2] and 500 km²

Table 19: Summary of Western Australian projects valuation based on comparative transactions

Project	Area (km²)	Valuation factors (A$/km²)	Value (A$ million)
		Low Preferred High	Low Preferred High
Perrinvale Sandiman	348.1 202	1,300 4,000 7,000 1,300 4,000 7,000	0.45 1.39 2.44 0.26 0.81 1.41
Total	550.1	1,300 4,000 7,000	0.72 2.20 3.85

Note: The valuation has been compiled to an appropriate level of precision and minor rounding inconsistencies may occur.

Based on the prospectivity analysis carried out as part of the Kilburn valuation assessment (Section 4.5.2 of this Report), it is possible to crudely rank the prospectivity of the licences and apply valuation factors based on this ranking. CSA Global grouped the transactions by assumed prospectivity, based on the ranked transaction values. The range of valuation factors has been derived from the analysis of comparative transactions described above, with rank 1 assigned to the most licences deemed most prospective, and rank 4 applied to the licences deemed least prospective. A valuation completed using this methodology is summarised in Table 20. This excludes the value of the recent tenement application (E29/1106), which would add further value that is not material in the context of this valuation (approximately A$0.1 million).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Table 20: Summary of Western Australian projects valuation based on ranked transaction values

Project	Licence	Area (km²)	Rank	Valuation factors (A$/km²)	Value (A$ million)
				Low Preferred High	Low Preferred High
Perrinvale	E29/1017 E29/929-I E29/938-I E29/946-I E29/986 E29/987 E29/988 E29/989 E29/990	54.0 96.1 63.0 15.0 59.9 21.0 3.0 9.0 27.0	3 3 1 2 2 2 3 3 3	2,000 3,000 4,000 2,000 3,000 4,000 6,000 8,000 10,000 4,000 5,000 6,000 4,000 5,000 6,000 4,000 5,000 6,000 2,000 3,000 4,000 2,000 3,000 4,000 2,000 3,000 4,000	0.11 0.16 0.22 0.19 0.29 0.38 0.38 0.50 0.63 0.06 0.08 0.09 0.24 0.30 0.36 0.08 0.11 0.13 0.01 0.01 0.01 0.02 0.03 0.04 0.05 0.08 0.11
	Total	348.1			1.14 1.55 1.96
Sandiman	E09/2316	202	4	500 1,250 2,000	0.10 0.25 0.40

Note: The valuation has been compiled to an appropriate level of precision and minor rounding inconsistencies may occur.

4.5 Geoscience Rating Method

The Geoscientific Factor Method of valuation, as detailed in Appendix A, requires the consideration of those aspects of a mineral property which enhance or downgrade the intrinsic value of the property. It seeks to rank and weight geological aspects, including proximity to mines, deposits and the significance of the camp and the commodity sought.

The first and key aspect of the Geoscientific Factor Method (GFM) described by Kilburn (1990) is the derivation of the Base Acquisition Cost (BAC) that is the basis for the valuation. The BAC represents the average cost to identify, apply for and retain a base unit of area of tenement.

In addition, a market factor is required to derive a market value from the technical value calculated from the BAC and ranking factors. CSA Global takes the approach of using the implied value range from our selected Comparable Transactions to inform the selection of a GFM market factor. Our presumption is that the comparatives are capturing the market sentiment, so any other valuation method should not be significantly different (order of magnitude).

4.5.1 Botswanan Tenements

A BAC for Botswanan prospecting licences has been estimated using the following data and assumptions:

Based on the original grant of three years, with up to two renewals of two years each allowed, it is assumed that the average age of prospecting licences in Botswana is four years
The maximum size is 1,000 km², and the average size, as recorded on the S&P Global Market Intelligence Platform, is approximately 230.02 km²
A deemed cost to identify a licence of interest of US$7,000 was assumed
Application cost is BWP5/km²
The holding cost includes a rent of BWP5/km² per annum, as per the licence agreement
Average annual exploration expenditure on grassroots exploration in Botswana is US$38.39/km², according to the S&P Global Market Intelligence Platform.
The current exchange rate is US$0.087/BWP.

Altogether, this gives an assumed BAC for the average Botswanan prospecting licence of US$186.15/km².

The licences were rated in accordance with the rating system shown in Table A3 (Appendix A), with detailed ratings per licence shown in Table D1 (Appendix D).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

A market factor of 0.33 was used to correct the technical value derived from the rating scheme to a market value, based on the analysis of comparative transactions. This resulted in a range of implied values of US$186/km² to US$1,591/km² for the licences considered (average US$642.50/km²), which is consistent with the range of values derived from the analysis of comparative transactions (Section 4.4.1).

A summary of the valuation of the KCP using this method is provided in Table 21. This excludes the value of the recent tenement application (E29/1106), which would add further value that is not material in the context of this valuation (approximately A$0.1 million).

Table 21: Summary of Kilburn valuation of KCP tenure

Holder	Area (km²)	Low (US$ million)	Preferred (US$ million)	High (US$ million)
KML Triprop Kitlanya	1,999 1,449 4,652	0.55 0.40 1.11	1.49 1.10 2.62	2.43 1.80 4.13
Total	8,099	2.06	5.20	8.35

BAC US$186.15/km², market factor 0.33.

Note: The valuation has been compiled to an appropriate level of precision and minor rounding inconsistencies may occur.

4.5.2 West Australian Tenements

A BAC for Western Australian exploration licences has been estimated using the following data:

Based on the Government of Western Australia’s DMIRS tenement database as of 3 July 2020 and the West Australian mining code, it is determined that the average age of exploration licences in Western Australia is 4.97 years and the average area is approximately 24.8 blocks
An average cost to identify an area of interest of A$10,000 was chosen
An average cost of A$20,000 was chosen for the cost of landowner notices, negotiations, legal costs and compensation for exploration licences and mining licences
An application fee of A$1,580 is payable per exploration licence
The holding cost includes a yearly rental of A$141/block for the first three years and A$238/block for the next two years for exploration licences
Western Australian mining law includes a minimum annual expenditure requirement of A$1,000/block for the first three years and A$1,500/block for the next two years for exploration licences
Annual shire rates are payable on exploration licences in Western Australia, estimated at A$2,000 per annum.

These inputs suggest a BAC of A$7,890/km² for West Australian exploration licences.

The licences were rated in accordance with the rating system shown in Table A3 (Appendix A), with detailed ratings per licence shown in Table D2 (Appendix D).

A market factor of 0.1 was used to correct the technical value derived from the rating scheme to a market value, based on the analysis of comparative transactions. This resulted in in a range of implied values of A$1,726/km² to A$8,877/km² for the licences considered (average A$4,075/km²), which is consistent with the range of values derived from the analysis of comparative transactions (Section 4.4.2). As expected, the empirically derived market factors for Botswana and Western Australia are different, as these are different markets.

A summary of the valuation of the West Australian projects is provided in Table 22. This excludes the value of the recent tenement application (E29/1106), which would add further value that is not material in the context of this valuation (approximately A$0.1 million).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Table 22: Summary of Kilburn valuation of West Australian projects

Project	Area (km²)	Low (A$ million)	Preferred (A$ million)	High (A$ million)
Perrinvale Sandiman	348 202	0.52 0.16	1.60 0.35	2.67 0.54
Total	550	0.68	1.95	3.21

BAC A$7,890/km², market factor 0.1.

Note: The valuation has been compiled to an appropriate level of precision and minor rounding inconsistencies may occur.

4.6 Valuation Opinion

4.6.1 Kalahari Copper Project

CSA Global’s opinion on the value of the KCP (Figure 37) has been informed primarily by the analysis of comparative transactions. As a cross-check, CSA Global has considered the potential value of the tenement package by employing the Kilburn geoscientific factor rating. CSA Global has also considered the value of the project by ranking the tenements and applying ranked valuation factors derived from the analysis of transactions.

==> picture [362 x 212] intentionally omitted <==

Figure 37: Valuation of KCP (100% basis)

The opinion on the value of the KCP is based on CSA Global’s opinion on the value of the three tenure components that comprise the KCP, namely the KML licences (Figure 38), the Triprop licences (Figure 39) and the Kitlanya licences (Figure 40).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [362 x 212] intentionally omitted <==

Figure 38: Valuation of KML licences (100% basis)

==> picture [362 x 212] intentionally omitted <==

Figure 39: Valuation of Triprop licences (100% basis)

==> picture [362 x 212] intentionally omitted <==

Figure 40: Valuation of Kitlanya licences (100% basis)

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

CSA Global has used professional judgement to select a preferred value from the outcomes of the three valuation methods considered and applied a range of 50% above and below the preferred value, based on the current development stage of the projects.

For the Kitlanya licences, which have the contingent payment obligation of US$5/t of contained copper once an Indicated Resource is declared, CSA Global has capped the upper end of the range to 30% above the Preferred value.

4.6.2 West Australian Projects

CSA Global’s opinion on the value of the Perrinvale Project (Figure 41) and the Sandiman Project (Figure 42) has been informed primarily by the analysis of comparative transactions. As a cross-check, CSA Global has considered the potential value of the tenement package by employing the Kilburn geoscientific factor rating. CSA Global has also considered the value of the project by ranking the tenements and applying ranked valuation factors derived from the analysis of transactions.

CSA Global has used professional judgement to select a preferred value form the outcomes of the three valuation methods considered and applied a range of 50% above and below the preferred value, based on the current development stage of the projects.

CSA Global has considered the FMG Resources Pty Ltd net smelter royalty obligation over three of the nine Perrinvale licences, and it is CSA Global’s professional opinion that this is not likely to materially affect the current market value of the project at the current early stage of development. The value of the net smelter royalty agreement will only become material once the project is at a more advanced stage, after mineral resources have been declared and mining studies commence.

==> picture [362 x 212] intentionally omitted <==

Figure 41: Valuation of Perrinvale Project (100% basis)

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

==> picture [362 x 212] intentionally omitted <==

Figure 42: Valuation of Sandiman Project (100% basis)

4.6.3 Valuation Summary

CSA Global’s opinion as to the likely Market Value of the KCP as at 24 February 2021, on a 100% basis, is summarised in Table 23 and CSA Global’s opinion as to the likely Market Value of the Cobre’s West Australian exploration tenure as at 24 February 2021, on a 100% basis, is summarised in Table 24.

It is stressed that the valuation is an opinion as to likely values, not absolute values, which can only be tested by going to the market.

Table 23: Market value of the Botswanan copper tenements as at 24 February 2021 (100% basis)

Licence grouping	Area (km²)	Low (US$ million)	Preferred (US$ million)	High (US$ million)
KML Triprop Kitlanya	1,999 1,449 4,652	0.7 0.5 1.3	1.3 1.0 2.5	2.0 1.5 3.3
Total	8,099	2.4	4.8	6.7

Note: The valuation has been compiled to an appropriate level of precision and minor rounding inconsistencies may occur.

Table 24: Market value of Cobre’s West Australian exploration tenure as at 24 February 2021 (100% basis)

Project	Area (km²)	Low (A$ million)	Preferred (A$ million)	High (A$ million)
Perrinvale Sandiman	348 202	0.75 0.25	1.50 0.50	2.25 0.75
Total	550	1.00	2.00	3.00

Note: The valuation has been compiled to an appropriate level of precision and minor rounding inconsistencies may occur.

In CSA Global’s opinion, nothing material has occurred up to the date of this Report, since the Valuation Date to affect CSA Global’s technical review and valuation opinion.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

5 References

Cobre, 24 September 2020. Exploration Overview February through September 2020, Sandiman and Perrinvale Project. 26pp. Supplied by Cobre.

Cobre, 22 April 2020. Announcement: Geophysical Survey Update for the Perrinvale VHMS Project. (htps://www.asx.com.au/asxpdf/20200422/pdf/44h4pnkmf5rxf.pdf)
Cox, D.P., and Singer, D.A. 1987. Mineral Deposit Models. US Geological Survey Bulletin 1693.
Geomin, 2019. Independent Geologist Report on the Perrinvale and Sandiman mineral exploration projects, Western Australia , prepared for Cobre Limited for inclusion in a Prospectus released in December 2019 (and references therein).
Gibson, H.L., Allen, R.L., Riverin, G., and Lane, T.E. 2007. The VMS Model: Advances and Application to Exploration Targeting in Proceedings of Exploration 07: Fifth Decennial International Conference on Mineral Exploration. Ed: B. Milkereit, 2007, p713-730.
Joint Ore Reserves Committee, 2012. Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. The JORC Code, 2012 Edition . [online]. Available from htp://www.jorc.org (The Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists, and Minerals Council of Australia).
Kalahari Metals Ltd, April 2020. Kitlanya East: Further review and target generation following initial drill testing. Summary presentation 21pp.
Kalahari Metals Ltd, February 2019a. Kitlanya East: Magnetic interpretation; soil Geochem results; target generation. Summary presentation 21pp.
Kalahari Metals Ltd, February 2019c. Kitlanya West: Magnetic interpretation; AEM inversion; Area Prioritisation. Summary presentation 8pp.
Kalahari Metals Ltd, February 2019d. Kitlanya West: Regional AEM and Soil Sampling Results and interpretation. Summary presentation 30pp.
Kalahari Metals Ltd, September 2019b. Kitlanya East: Detailed AEM Interpretation. Summary presentation. 12pp.
SRK, 2020. Independent Valuation Report, Perrinvale Project, Western Australia. SRK Project Number CBE001, June 2020. 93pp.
VALMIN, 2015, Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (The VALMIN Code) , 2015 edition. [online]. Available from htp://www.valmin.org (The VALMIN Committee of The Australasian Institute of Mining and Metallurgy, and The Australian Institute of Geoscientists).
Wooldridge, A., and Krebs, T. April 2020a. 2019 Programme, Okavango Copper Project, Drill Results and Implications for Follow-up. Report for Kalahari Metals Ltd, 49pp.
Woolridge, A., and Krebs, T. April 2020b. Phase 2 Drill Programme, Ngami Copper Project, Drill Results and Implications for Follow-up. Report for Kalahari Metals Ltd, 39pp.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

6 Glossary

Below are brief descriptions of some terms used in this report. For further information or for terms that are not described here, please refer to internet sources such as Wikipedia www.wikipedia.org

3D modelling	Process of creating a 3D model. 3D models are powerful tools that convey complex geological concepts.
	The 3D modelling process allows geoscientists to test the validity of geological assumptions or hypotheses
	and provides a mechanism to validate existing data while also highlight gaps in knowledge and data within
	a project area.
acid volcanics	Volcanic felsic rocks rich in elements (Si, Na, K, Al) that form quartz and feldspar. Usually light in colour.
aeromagnetic survey	A common type of geophysical survey carried out using a magnetometer aboard or towed behind an
(airborne magnetic	aircraft. The magnetometer measures and records the total intensity of the magnetic field at the sensor,
survey)	which is a combination of the magnetic field generated in the Earth (as well as tiny variations due to the
	temporal effects of the constantly varying solar wind and the magnetic field of the survey aircraft). It
	allows much larger areas of the Earth’s surface to be covered quickly for regional reconnaissance. The
	aircraft typically flies in a grid-like pattern with height and line spacing determining the resolution of the
	data (and cost of the survey per unit area).
alkaline volcanism	Alkaline volcanic rock in which the chemical content of the alkalies (potassium oxide and sodium oxide) is
	great enough for alkaline minerals to form. Such minerals may be unusually sodium-rich, with a relatively
	high ratio of alkalies to silica (SiO2), as in the feldspathoids. (www.britannica.com)
amphibolite	A metamorphic crystalline rock consisting mainly of amphiboles and some plagioclase.
amphibolite facies	The set of metamorphic mineral assemblages (facies) which is typical of regional metamorphism between
	450°C and 700°C.
anticline	A type of fold that is an arch-like shape and has its oldest beds at its core.
Archaean	Widely used term for the earliest era of geological time spanning the interval from the formation of Earth
	to about 2,500 Ma.
arenite	A sedimentary clastic rock with sand grain size between 0.0625 mm (0.00246 in) and 2 mm (0.08 in) and
	contain less than 15% matrix. The related adjective is arenaceous.
Australasian Institute of	The Australasian Institute of Mining and Metallurgy (AusIMM) provides services to professionals engaged
Mining and Metallurgy	in all facets of the global minerals sector and is based in Carlton, Victoria, Australia.
banded iron formation	Banded iron (or ironstone) formation. A typical banded iron formation consists of repeated, thin layers (a
	few millimetres to a few centimetres in thickness) of silver to black iron oxides, either magnetite (Fe3O4)
	or hematite (Fe2O3), alternating with bands of iron-poor chert, often red in colour, of similar thickness. A
	single banded iron formation can be up to several hundred metres in thickness and extend laterally for
	several hundred kilometres. They are thought to have formed in sea water as the result of oxygen
	production by photosynthetic cyanobacteria. The oxygen combined with dissolved iron in Earth’s oceans
	to form insoluble iron oxides, which precipitated out, forming a thin layer on the ocean floor.
basalt	A mafic extrusive igneous rock formed from the rapid cooling of lava rich in magnesium and iron.
base metal	A common and inexpensive metal and includes copper, lead, nickel, and zinc.
Basic volcanic	Also referred to as a mafic volcanic. A volcanic rock of mafic composition.
boudin	A structure formed as a result of boudinage. Boudinage is a geological term for structures formed by
	extension, where a rigid tabular body such as hornfels, is stretched and deformed amidst less competent
	surroundings. The competent bed begins to break up, forming sausage-shaped boudins.
Cainozoic	The Cenozoic Era meaning “new life” is the current and most recent of the three geological eras of the
	Phanerozoic Eon. It follows the Mesozoic Era and extends from 66 million years ago to the present day.
calcareous	A sediment, sedimentary rock, or soil type which is formed from, or contains a high proportion of, calcium
	carbonate in the form of calcite or aragonite.
calciturbidites	A calcareous turbidite. A turbidite is a sediment that was transported and deposited by density flow.
	Frequently form in the deep ocean environments. Also as lahars on the side of volcanoes, mudslides and
	pyroclastic flows all create density-based flow situations and, especially in the latter, can create sequences
	which are strikingly similar to turbidites.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

calcrete	Also known as caliche. It is a sedimentary rock, a hardened natural cement of calcium carbonate that binds
	other materials – such as gravel, sand, clay, and silt. It occurs worldwide, in aridisol and mollisol soil orders
	– generally in arid or semiarid regions like the Kalahari Desert.
chalcopyrite	A copper iron sulphide mineral that crystallises in the tetragonal system. It has the chemical formula
	CuFeS2. It has a brassy to golden yellow colour and a hardness of 3.5 to 4 on the Mohs scale. Its streak is
	diagnostic as green-tinged black. Chalcopyrite is present in volcanogenic massive sulphide ore deposits
	and sedimentary exhalative deposits, formed by deposition of copper during hydrothermal circulation.
chert	A hard, fine-grained sedimentary rock composed of microcrystalline (or cryptocrystalline) crystals of
	quartz, the mineral form of silicon dioxide (SiO2). Chert is characteristically of biological origin but may
	also occur inorganically as a chemical precipitate or a diagenetic replacement.
chlorite	A phyllosilicate mineral group with the chemical formula (Mg,Fe,Al)6(Si,Al)4O10(OH)8. Commonly found in
	igneous rocks as a retrograde alteration product of mafic minerals such as pyroxene, amphibole, and
	biotite. It may be present as a metasomatism product via addition of iron, magnesium, or other
	compounds into the rock mass. Chlorite is a common mineral associated with hydrothermal ore deposits
	and commonly occurs with epidote, sericite, adularia and sulphide minerals. Chlorite is also a common
	metamorphic mineral, usually indicative of low-grade metamorphism.
Canadian Institute of	The Canadian Institute of Mining, Metallurgy and Petroleum (CIM) is a not-for-profit technical society of
Mining, Metallurgy and	professionals in the Canadian minerals, metals, materials and energy industries. CIM’s members are
Petroleum	convened from industry, academia and government. CIM published its Guidelines for the Estimation,
	Classification and Reporting of Resources and Reserves which is an integral part of National Instrument
	43-101 (NI 43-101), the set of rules for reporting and displaying information from mineral properties
	owned by companies listed on Canadian exchanges that came into effect on 1 February 2001.
clastic sediments	A sediment or rock composed of fragments, or clasts, of pre-existing weathered or eroded minerals and
	rock.
cleavage	A type of planar rock feature that develops as a result of deformation and metamorphism.
Competent Person	A Competent Person must be a Member or Fellow of a “Recognised Professional Organisation” such as
	The Australasian Institute of Mining and Metallurgy, or of the Australian Institute of Geoscientists. A
	Competent Person must have a minimum of five years’ experience working with the style of mineralisation
	or type of deposit under consideration and relevant to the activity which that person is undertaking.
conceptual target	An exploration target developed by applying the theories of ore‑forming processes to the known geology
	and mineralisation of a region, so as to predict where ore might be found
	(https://rogermarjoribanks.info/empirical-conceptual-exploration-improve-exploration-success-rate/).
craton	An old and stable part of the continental lithosphere, which consists of the Earth’s two topmost layers,
	the crust and the uppermost mantle. Having often survived cycles of merging and rifting of continents,
	cratons are generally found in the interiors of tectonic plates. They are characteristically composed of
	ancient crystalline basement rock, which may be covered by younger sedimentary rock.
diagenetic	Relating to diagenesis. Diagenesis is the process that describes physical and chemical changes in sediments
	caused by increasing temperature and pressure as they get buried in the Earth’s crust.
diamictite	Diamictite is a type of lithified sedimentary rock that consists of non-sorted to poorly sorted terrigenous
	sediment containing particles that range in size from clay to boulders, suspended in a matrix of mudstone
	or sandstone.
diamond core drilling	A core drill is a drill specifically designed to remove a cylinder of material using a diamond encrusted bit.
	The rock core is collected in the hollow drill rods.
diatreme	A diatreme is a volcanic pipe formed by a gaseous explosion. Often associated with kimberlite magmas
	that may be diamondiferous.
disconformable	Relating to a disconformity. A disconformity is a break in a sedimentary sequence which does not involve
	a difference of inclination between the strata on each side of the break.
downhole	Downhole electromagnetics is an electromagnetic method that allows efficient exploration for conductive
electromagnetics	sulphide bodies of a roughly cylindrical.
Dyke	A dyke is a sheet of rock that is formed in a fracture of a pre-existing rock body. Dykes can be either
	magmatic or sedimentary in origin. Magmatic dykes form when magma flows into a crack then solidifies
	as a sheet intrusion, either cutting across layers of rock or through a contiguous mass of rock. Usually
	emplaced in a vertical orientation although tectonic processes may cause subsequent rotation of vertical
	dykes into near horizontal orientations.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

facies	A facies is a body of rock with specified characteristics that can used to distinguish them from other rocks.
felsic	Igneous rocks that are relatively rich in elements that form feldspar and quartz. Felsic rocks are enriched
	in the lighter elements such as silicon, oxygen, aluminium, sodium, and potassium.
fluvial	Relating to rivers and streams and the deposits and landforms created by them.
fold	A curved stack of originally planar surfaces, such as sedimentary strata, that are bent or curved during
	permanent deformation.
fuchsitic	Contain fuchsite. Fuchsite is a chrome-rich mica that is green in colour.
gabbroic	Having a gabbro composition and texture. A gabbro is a coarse-grained) mafic intrusive igneous rock
	formed from the slow cooling of magnesium-rich and iron-rich magma. It is a dense, greenish or dark-
	coloured and contains pyroxene, plagioclase, and minor amounts of amphibole and olivine.
geochemistry	Geochemistry is the science that uses the tools and principles of chemistry to explain the mechanisms
	behind major geological systems.
geophysics	Geophysics is a subject of natural science concerned with the physical processes and physical properties
	of the Earth and its surrounding space environment, and the use of quantitative methods for their analysis.
glacigene	Sediments formed as a result of glaciation.
gneissic	Relating to gneiss. A gneiss is a common and widely distributed type of metamorphic rock formed by high
	temperature and high-pressure metamorphic processes acting on formations composed of igneous or
	sedimentary rocks. Gneiss forms at higher temperatures and pressures than schist and nearly always
	shows a banded texture characterised by alternating darker and lighter coloured bands and without a
	distinct foliation.
Gondwana	Gondwana was a supercontinent that existed from the Neoproterozoic (about 550 Ma) until the Jurassic
	(about 180 Ma). It was formed by the accretion of several cratons to become the largest piece of
	continental crust of the Paleozoic Era, covering an area of about 100,000,000 km2, about one-fifth of the
	Earth’s surface.
gossan	Gossan is an intensely oxidised, weathered or decomposed rock, usually the upper and exposed part of a
	sulphide ore deposit or mineral vein.
graben/half-graben	Graben are produced from parallel normal faults, where the displacement of the hanging wall is
	downward, while that of the footwall is upward. The faults typically dip toward the centre of the graben
	from both sides. Horsts are parallel blocks that remain between graben; the bounding faults of a horst
	typically dip away from the centre line of the horst. Single or multiple graben can produce a rift valley. In
	many rifts, the graben are asymmetric, with a major fault along only one of the boundaries, and these are
	known as half-graben.
Gravity survey	A geophysical survey method using a gravimeter to identify local changes in the gravitational force of the
	Earth’s crust. These changes are associated is changes with the rock density.
Greenschist facies	A metamorphic facies that forms greenschist rocks (greenschists) under the lowest temperatures and
	pressures usually produced by regional metamorphism, typically 300–450°C and 2–10 kilobars.
	Greenschists commonly have an abundance of green minerals such as chlorite, serpentine, and epidote,
	and platy minerals such as muscovite and platy serpentine and exhibit a schistosity.
greenstone	A zone of variably metamorphosed mafic to ultramafic volcanic sequences with associated sedimentary
	rocks that occur within Archaean and Proterozoic cratons between granite and gneiss bodies.
hornfels	Hornfels is the group name for a set of contact metamorphic rocks that have been baked and hardened
	by the heat of intrusive igneous masses and have been rendered massive, hard, splintery, and in some
	cases exceedingly tough and durable. These properties are due to fine grained non-aligned crystals with
	platy or prismatic habits, characteristic of metamorphism at high temperature but without accompanying
	deformation.
horst	A horst is a raised block of the Earth’s crust that has lifted, or has remained stationary, while the land on
	either side (graben) has subsided.
hyaloclastic or	Hyaloclastite is a volcanoclastic accumulation or breccia consisting of glass fragments (clasts) formed by
hyaloclastite	quench fragmentation of lava flow surfaces during submarine or subglacial extrusion.
hydrogeochemical	Sampling of surface or groundwater to gather geochemical information to characterise the bedrock or
sampling	host rocks.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

hydrothermal fluids	Hydrothermal fluids are natural heated water solutions wherein variety of elements, compounds and
	gases may be dissolved. They are generated by diverse crustal and mantle geological processes including
	basinal fluid interaction, magmatic differentiation, and mantle degassing. Hydrothermal fluids lead to the
	alteration of and/or deposition of minerals that may form deposits.
	(https://link.springer.com/chapter/10.1007/978-3-319-06471-
	0_9#:~:text=Hydrothermal%20fluids%20are%20natural%20heated,magmatic%20differentiation%20and
	%20mantle%20degassing.)
hypogene zonation	The primary mineral zonation around a deposit. In the case of a volcanogenic massive sulphide deposit
	the zonation from the distal parts to the main mineralisation is pyrrhotite+pyrite to sphalerite+anhydrite
	to copper-iron sulphides to chalcopyrite. (https://pubs.usgs.gov/sir/2010/5070/c/Chapter8SIR10-5070-C-
	3.pdf)
ironstone	Ironstone is a sedimentary rock, either deposited directly as a ferruginous sediment or created by chemical
	replacement, that contains a substantial proportion of an iron compound from which iron can be smelted
	commercially.
JORC Code	The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“the
	JORC Code”) is a professional code of practice that sets minimum standards for Public Reporting of
	minerals Exploration Results, Mineral Resources and Ore Reserves. The JORC Code provides a mandatory
	system for the classification of minerals Exploration Results, Mineral Resources and Ore Reserves
	according to the levels of confidence in geological knowledge and technical and economic considerations
	in Public Reports. The JORC Code is produced by the Australasian Joint Ore Reserves Committee (“the
	JORC Committee”).
Kalahari Copperbelt	The Kalahari Copperbelt comprises a 1,000 km long linear belt of northeast-southwest trending volcano-
	sedimentary rocks extending from Klein Aub in Namibia to the Shinamba Hills in northern Botswana. It is
	significant due to its endowment of copper-silver mineralisation along the entire Kalahari Copperbelt. The
	deposits occur on the contact between chemically reduced shales and siltstones that overlie oxidised red-
	beds. It has many similarities to the epigenetic structurally controlled stratabound deposits in the Central
	African Copperbelt. Later deformation has served to remobilise and locally upgrade deposits.
	(https://kalaharimetals.com/botswana-project-overview/)
limestone	Limestone is a carbonate sedimentary rock that is often composed of the skeletal fragments of marine
	organisms such as coral, foraminifera, and molluscs. Its major materials are the minerals calcite and
	aragonite, both forms of calcium carbonate.
listric fault	Listric faults are similar to normal faults but the fault plane curves, the dip being steeper near the surface,
	then shallower with increased depth.
litharenite	A sandstone that contains more than 25% detrital rock fragments, and more rock fragments than feldspar
	grains.
lithology	The lithology of a rock unit is a description of its physical characteristics visible at outcrop, in hand or core
	samples, or with low magnification microscopy. Physical characteristics include colour, texture, grain size,
	and composition. Lithology may refer to either a detailed description of these characteristics, or a
	summary of the gross physical character of a rock. Examples of lithologies in the second sense include
	sandstone, slate, basalt, or limestone.
Lufilian Arc	The Lufilian Arc (or Lufilian Belt) is part of a system of orogenic belts in southern Africa formed during the
	Pan-African orogeny, a stage in the formation of the Gondwana supercontinent. It extends across eastern
	Angola, the Katanga Province of the southern Democratic Republic of the Congo and the northwest of
	Zambia. The arc is about 800 km (500 miles) long. It has global economic importance owing to its rich
	deposits of copper and cobalt.
mafic	Adjective describing a silicate mineral or igneous rock that is rich in magnesium and iron and is thus a
	portmanteau of magnesium and ferric. Most mafic minerals are dark in colour, and common rock-forming
	mafic minerals include olivine, pyroxene, amphibole, and biotite. Common mafic rocks include basalt,
	diabase and gabbro.
magmatism	Magmatism is the emplacement of magma, through magmatic activity, within and at the surface of the
	crust which solidifies as igneous rocks.
malachite	Malachite is a copper carbonate hydroxide mineral, with the formula Cu2CO3(OH)2. It often results from
	the weathering of copper ores.
Marinoan	The Marinoan glaciation was a period of worldwide glaciation that lasted from approximately 650–635 Ma
	during the Cryogenian period. The glaciation may have covered the entire planet, in an event called the
	Snowball Earth. It occurred after the Sturtian glaciation.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

metallogenic	Relating to metallogeny, which is the study of the genesis and regional-to-global distribution of mineral
	deposits, with emphasis on their relationship in space and time to regional petrologic and tectonic features
	of the Earth’s crust.
metamorphism	The change of minerals or geologic texture (distinct arrangement of minerals) in pre-existing rocks
	(protoliths), without the protolith melting into liquid magma (a solid-state change). The change occurs
	primarily due to heat, pressure, and the introduction of chemically active fluids. The chemical components
	and crystal structures of the minerals making up the rock may change even though the rock remains a
	solid. Changes at or just beneath Earth’s surface due to weathering or diagenesis are not classified as
	metamorphism. Metamorphism typically occurs between diagenesis (maximum 200°C), and melting
	(~850°C).
mineral halo	Usually a large diffuse halo of a mineral (or mineral assemblage) around a geological feature or deposit.
	Mineral haloes are often used to identify and vector in on mineral deposits
Mississippi Valley-type	These are carbonate-hosted lead-zinc ore deposits are important and highly valuable concentrations of
lead-zinc mineralisation	lead and zinc sulphide ores hosted within carbonate (limestone, marl, dolomite) formations and which
	share a common genetic origin. These orebodies are small and usually contain <20 million tonnes or more
	or ore and have a grade of between 4% combined lead and zinc to over 14% combined lead and zinc. These
	orebodies tend to be compact, fairly uniform plug-like or pipe-like replacements of their host carbonate
	sequences.
moving-loop	A ground-based electromagnetic method using two electromagnetic coils. The transmitting looped
electromagnetic survey	generates a primary magnetic field that can induce an electric (eddy) current into conductive bodies.
	When the primary electromagnetic field is turned off, the induced field decays, and itself generates a
	secondary electromagnetic field that is measured by the second electromagnetic coil. The two coils are
	moved from point to point along a traverse line.
multi-spectral satellite	Satellite image that capture data within specific ranges of the electromagnetic spectrum, usually in the
imagery	visible through to the thermal infrared range. Often used as a tool for remotely mapping geology.
muscovite	A hydrated phyllosilicate (platy silicate) mineral of aluminium and potassium with formula
	KAl2(AlSi3O10)(F,OH)2, or (KF)2(Al2O3)3(SiO2)6(H2O). It is the most common type of mica.
Neoproterozoic	The last era of the Precambrian Supereon and the Proterozoic Eon. The era lasted from 1000 Ma to
	541 Ma.
oolitic limestone	A limestone formed from oolites. Oolites are spherical grains composed of concentric layers of calcium
	carbonate and of diameter 0.25–2 mm.
Orogen	An orogen or orogenic belt develops when a continental plate crumples and is pushed upwards to form
	one or more mountain ranges; this involves a series of geological processes collectively called orogenesis.
	Rocks are usually buried, deformed and metamorphosed during this process.
orogen	An orogen or orogenic belt develops when a continental plate crumples and is pushed upwards to form
	one or more mountain ranges.
palaeotopography	The topography of ancient landscapes.
Palaeozoic	The earliest of three geologic eras of the Phanerozoic Eon and also the longest lasting from 541 Ma to
	251.902 Ma, and is subdivided into six geologic periods (from oldest to youngest): the Cambrian,
	Ordovician, Silurian, Devonian, Carboniferous, and Permian.
Pan-African	In the geological context it was a series of major Neoproterozoic orogenic events which related to the
	formation of the supercontinents Gondwana and Pannotia from around 950 Ma to 550 Ma.
peperite	A type of volcaniclastic rock consisting of sedimentary rock that contains fragments of younger igneous
	material and is formed when magma comes into contact with wet sediments
percussion drilling	A drilling method similar to rotary air blast drilling which uses a pneumatic reciprocating piston-driven
	hammer action to energetically drive a heavy drill bit into the rock.
Permian	A geologic period which spans 47 million years from the end of the Carboniferous period 299 Ma, to the
	beginning of the Triassic period 252 Ma. It is the last period of the Paleozoic era.
portable x-ray	X-ray fluorescence method using a handheld/portable instrument. X-ray fluorescence is the emission of
fluorescence	characteristic “secondary” x-rays from a material that has been excited by being bombarded with high-
	energy x-rays or gamma rays. Used for chemical analysis.
Prospectivity	In the geological context, the potential for a specific area to be prospective for mineralisation.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

PrSciNat	Professional Natural Scientist registered with the South African Council for Natural Scientific Professionals
	(SACNASP) SACNASP is the legislated regulatory body for natural science practitioners in South Africa and
	a ROPO (Recognised Overseas Professional Organisation) recognised association along with Australasian
	Institute of Mining and Metallurgy, and the Canadian Institute of Mining, Metallurgy and Petroleum.
pyroxenite	An ultramafic igneous rock consisting essentially of minerals of the pyroxene group, such as augite,
	diopside, hypersthene, bronzite or enstatite.
quartzite	A hard, non-foliated metamorphic rock which was originally pure quartz sandstone. Sandstone is
	converted into quartzite through heating and pressure usually related to tectonic compression within
	orogenic belts.
Quaternary	The current and most recent of the three periods of the Cenozoic Era in the geologic time scale and spans
	from 2.588 ± 0.005 Ma to the present.
redox boundary	An interface that separates the stability fields of the oxidised and reduced species of a given redox couple
	(e.g. Fe2+ and Fe3+).
rotary air blast drilling	A percussion rotary air blast drill is a down-the-hole vertical drill which uses a pneumatic reciprocating
	piston-driven hammer action to energetically drive a heavy drill bit into the rock. Rotary air blast produces
	lower quality samples because the cuttings are blown up the outside of the rods and can be contaminated
	from contact with other rocks.
schist	A medium-grade metamorphic rock formed from mudstone or shale. Schist has medium to large, flat,
	sheet-like grains in a preferred orientation. It is defined by having more than 50% platy and elongated
	minerals, often finely interleaved with quartz and feldspar.
scout drilling	The drilling of boreholes for the purpose of gathering geological information and not with the immediate
	objective of obtaining delineating the mineral deposit or a to inform a mineral resource estimate.
	Associated with early stage exploration to test conceptual models. (Adapted from
	https://www.lawinsider.com/dictionary/scout-drilling)
silcrete	Silcrete is an indurated (resists crumbling or powdering) soil duricrust formed when surface sand and
	gravel are cemented by dissolved silica. The formation of silcrete is similar to that of calcrete, formed by
	calcium carbonate, and ferricrete, formed by iron oxide. It is a hard and resistant material, and though
	different in origin and nature, appears similar to quartzite.
sill	Tabular shaped igneous intrusion forming a concordant intrusive sheet, meaning that a sill does not cut
	across pre-existing rock B53 beds. Originally emplaced in a horizontal orientation, although tectonic
	processes may cause subsequent rotation of horizontal sills into near vertical orientations.
sphalerite	Primary zinc ore comprising zinc sulphide with varying amounts of iron. Chemical formula is (Zn,Fe)S.
strata-bound	Mineralisation that is restrict to a single stratigraphic unit.
mineralisation
stratigraphy	The study of the variation in rock layers (strata) and layering (stratification). Most obviously displayed as
	visible layering, is due to physical contrasts in rock type (lithology).
strato-volcano	This is a conical volcano built up by many layers (strata) of hardened lava, tephra, pumice, and ash. They
	are characterised by a steep profile with a summit crater and periodic intervals of explosive eruptions and
	effusive eruptions. The magma forming this lava is often felsic, having high-to-intermediate levels of silica
	(as in rhyolite, dacite, or andesite). Also known as a composite volcano.
Sturtian	The Sturtian was a glaciation, or perhaps multiple glaciations, during the Cryogenian Period when the
	Earth experienced repeated large-scale glaciations. The duration of the Sturtian glaciation has been
	variously defined, with dates ranging from 717 to 643 Ma (corresponds to the Neoproterozoic Era).
syncline	A fold with younger layers closer to the centre of the structure.
Terrane	In geology a terrane is a fragment of crustal material formed on, or broken off from, one tectonic plate
	and accreted or “sutured” to crust lying on another plate. The crustal block or fragment preserves its own
	distinctive geologic history, which is different from that of the surrounding areas.
tholeiite	The tholeiitic magma series is one of two main magma series in igneous rocks, the other being the calc-
	alkaline series. The tholeiite magma series is a chemically distinct range of magma compositions that is
	the more evolved silica-rich end member. The rocks contain less sodium than some other basalts and are
	reduced. The mineralogy is dominated by olivine, clinopyroxene and plagioclase, with minor iron-titanium
	oxides.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

time-domain This is a geophysical exploration technique in which electric and magnetic fields are induced by transient electromagnetics pulses of electric current and the subsequent decay response measured. Used to determine subsurface electrical (and magnetic) properties. Used for mineral exploration, groundwater exploration, and for environmental mapping. Also known as transient electromagnetics. topographic Relating to topography, i.e. the arrangement of the physical features of an area. (https://languages.oup.com/google-dictionary-en/) ultramafic Igneous and meta-igneous rocks with a very low silica content (less than 45%), generally >18% magnesium oxide, high iron oxide, low potassium, and are composed of usually greater than 90% mafic minerals; which dark coloured, high magnesium and iron content minerals. unconformity A buried erosional or non-depositional surface separating two rock masses or strata of different ages, indicating that sediment deposition was not continuous. In general, the older layer was exposed to erosion for an interval of time before deposition of the younger layer, but the term is used to describe any break in the sedimentary geologic record. The rocks above an unconformity are younger than the rocks beneath (unless the sequence has been overturned). An unconformity represents time during which no sediments were preserved in a region. Often identified by a change in inclination of the strata either side of the unconformity. VALMIN The VALMIN Code sets out requirements for the technical assessment and valuation of mineral assets and securities for independent expert reports, it provides guidance for petroleum assets and securities. It is a joint committee of The Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists. The committee was established to develop and maintain the “Australasian Code for Public Reporting of technical assessments and valuations of mineral assets”, commonly known as the VALMIN Code. The VALMIN Code was first published in 1995, with subsequent editions published in 1997, 2005 and 2015. wacke/greywacke Also called dirty sandstone, sedimentary rock composed of sand-sized grains (0.063–2 mm) with a finegrained clay matrix. The sand-sized grains are frequently composed of rock fragments of wide-ranging mineralogies (e.g. those consisting of pyroxenes, amphiboles, feldspars, and quartz). The grains are angular and poorly sorted with many minerals retaining growth forms that resulted from low abrasion. The matrix, which contains appreciable amounts of clay minerals, may constitute up to 50% of the volume. Of the clay minerals, chlorite and biotite are more abundant than muscovite and illite; kaolinite is absent. The abundant matrix tends to bind the grains strongly and form a relatively hard rock.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

7 Abbreviations and Units of Measurement

°	degrees
°C	degrees Celsius
3D	three-dimensional
A$	Australian dollars
AEM	airborne electromagnetic(s)
Ag	silver
AIG	Australian Institute of Geoscientists
AIM	Alternative Investment Market
As	arsenic
Au	gold
AusIMM	Australasian Institute of Mines and Metallurgy
BAC	base acquisition cost
BaSO4	barite
BDO	BDO Corporate Finance (Qld) Pty Ltd
BIF	banded iron formation
c.	circa
Co	cobalt
Cobre Projects	Perrinvale and Sandiman
Cobre	Cobre Limited
CPR	Competent Person’s Report
CSA Global	CSA Global (UK) Limited
Cu	copper
DD	diamond core
DHEM	downhole electromagnetic(s)
DMIRS	Department of Mines, Industry Regulation and Safety
EMP	Environmental Management Plan
Fe	iron
g/t	grams per tonne
GFM	geoscientific factor method
GSWA	Geological Survey of Western Australia
ICP-MS	inductively coupled plasma-mass spectrometry
IP	induced polarisation
KCP	Kalahari Copper Project
km, km2	kilometre(s), square kilometre(s)
KML Projects	Okavango, Ngami, Kitanya West, and Kitanya East
KML	Kalahari Metals Ltd

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

m	metre(s)
Ma	million years ago
Mg	magnesium
MLEM	moving-loop electromagnetic(s)
MMI	mobile metal ion
Mo	molybdenum
MOD	MOD Resources
Mt	million tonnes
MVT	Mississippi Valley Type
NCP	Ngami Copper Project
OCP	Okavango Copper Project
oz	ounce(s)
Pb	lead
ppb	parts per billion
ppm	parts per million
RAB	rotary air blast
RC	reverse circulation
S	sulphur
t	tonne(s)
Toucan	Toucan Gold Pty Ltd
Triprop	Triprop Holdings (Pty) Ltd
TTP	Temporary Target Package
US$	United States dollars
VMS	volcanogenic massive sulphide
W	tungsten
XRF	x-ray fluorescence
Zn	zinc

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Appendix A Valuation Approaches

Valuation of Mineral Assets is not an exact science; and a number of approaches are possible, each with varying strengths and shortcomings. Whilst valuation is a subjective exercise, there are a number of generally accepted methods for ascertaining the value of Mineral Assets. CSA Global consider that, wherever possible, inputs from a range of methods should be assessed to inform the conclusions about the Market Value of Mineral Assets.

The valuation opinion is always presented as a range, with the preferred value identified. The preferred value need not be the median value and is determined by the Practitioner based on their experience and professional judgement.

Background

Mineral Assets are defined in the VALMIN Code[3] as all property including (but not limited to) tangible property, intellectual property, mining and exploration Tenure and other rights held or acquired in connection with the exploration, development of and production from those Tenures. This may include the plant, equipment and infrastructure owned or acquired for the development, extraction and processing of Minerals in connection with that Tenure.

Business valuers typically define market value as “The price that would be negotiated in an open and unrestricted market between a knowledgeable, willing, but not anxious buyer, and a knowledgeable, willing but not anxious seller acting at arm’s length.”

The accounting criterion for a market valuation is that it is an assessment of “fair value”, which is defined in the accounting standards as “the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction.”

The VALMIN Code defines the value of a Mineral Asset as its Market Value, which is “the estimated amount (or the cash equivalent of some other consideration) for which the Mineral Asset should exchange on the date of Valuation between a willing buyer and a willing seller in an arm’s length transaction after appropriate marketing where the parties had each acted knowledgeably, prudently and without compulsion” .

Market Value usually consists of two components, the underlying or Technical Value, and a premium or discount relating to market, strategic or other considerations. The VALMIN Code recommends that a preferred or most-likely value be selected as the most likely figure within a range after considering those factors which might impact on Value.

The concept of Market Value hinges upon the notion of an asset changing hands in an arm’s length transaction. Market Value must therefore consider, inter alia, market considerations, which can only be determined by reference to “comparable transactions”. Generally, truly comparable transactions for Mineral Assets are difficult to identify due to the infrequency of transactions involving producing assets and/or Mineral Resources, the great diversity of mineral exploration properties, the stage to which their evaluation has progressed, perceptions of prospectivity, tenement types, the commodity involved and so on.

For exploration tenements, the notion of value is very often based on considerations unrelated to the amount of cash which might change hands in the event of an outright sale, and in fact, for the majority of tenements being valued, there is unlikely to be any “cash equivalent of some other consideration”. Whilst acknowledging these limitations, CSA Global identifies what it considers to be “comparative transactions” (i.e. transactions that are useful to consider) to be used in assessing the values to be attributed to Mineral Assets.

3 Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (The VALMIN Code) 2015 Edition. Prepared by the VALMIN Committee, a joint committee of the Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Valuation Methods for Mineral Assets

The choice of valuation methodology applied to Mineral Assets, including exploration licences, will depend on the amount of data available and the reliability of that data.

The VALMIN Code classifies Mineral Assets into categories that represent a spectrum from areas in which mineralisation may or may not have been found through to Operating Mines which have well-defined Ore Reserves, as listed below:

“Early-stage Exploration Projects” – tenure holdings where mineralisation may or may not have been identified, but where Mineral Resources have not been identified.
“Advanced Exploration Projects” – tenure holdings where considerable exploration has been undertaken and specific targets identified that warrant further detailed evaluation, usually by drill testing, trenching or some other form of detailed geological sampling. A Mineral Resource (as defined in the JORC[4] Code) estimate may or may not have been made but sufficient work will have been undertaken on at least one prospect to provide both a good understanding of the type of mineralisation present and encouragement that further work will elevate one or more of the prospects to the Mineral Resources category.
“Pre-Development Projects” – tenure holdings where Mineral Resources have been identified and their extent estimated (possibly incompletely) but where a decision to proceed with development has not been made. Properties at the early assessment stage, properties for which a decision has been made not to proceed with development, properties on care and maintenance and properties held on retention titles are included in this category if Mineral Resources have been identified, even if no further work is being undertaken.
“Development Projects” – tenure holdings for which a decision has been made to proceed with construction or production or both, but which are not yet commissioned or operating at design levels. Economic viability of Development Projects will be proven by at least a Prefeasibility Study.
“Production Projects” – tenure holdings – particularly mines, wellfields and processing plants – that have been commissioned and are in production.

Each of these different categories will require different valuation methodologies, but regardless of the technique employed, consideration must be given to the perceived “market valuation”.

The Market Value of Exploration Properties and Undeveloped Mineral Resources can be determined by the following general approaches: Income, Market and Cost Table A1). The Market Value of Development and Production Projects are best assessed using the Market and Income approaches, whereas the Market Value of Exploration projects are best assessed using the Market and Cost approaches.

Table A1: Valuation approaches for different types of mineral properties (VALMIN, 2015)

Valuation approach	Exploration properties	Mineral Resource properties	Development properties	Production properties
Income	No	In some cases	Yes	Yes
Market	Yes	Yes	Yes	Yes
Cost	Yes	In some cases	No	No

Income

The Discounted Cash Flow (DCF)/Net Present Value (NPV) Method

The DCF valuation method recognises the time value of money, it is most suitable for Development Projects, where detailed studies have been completed to justify input assumptions and Production Projects, where

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

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

there is actual historical data to justify input assumptions. Less commonly the DCF methodology is applied to Pre-Development Projects.

The DCF valuation method provides a means of relating the magnitude of expected future cash profits to the magnitude of the initial cash investment required to purchase a mineral asset or to develop it for commercial production. The DCF valuation method determines:

The NPV of a stream of expected future cash revenues and costs
The internal rate of return (IRR) that the expected cash flows will yield on a given cash investment.

The DCF valuation method is a forward-looking methodology, requiring that forecasts be made of technical and economic conditions which will prevail in the future. All future predictions are inherently uncertain. The level of uncertainty reduces as the quality of the data available to project future rates of production and future costs, increases.

It is important to understand certain fundamental attributes of the mining industry in undertaking a DCF, such as:

An Ore Reserve and in some cases Mineral Resource is the basis of any mineral development.
Costs are determined by the number of tonnes mined and processed, while revenues are determined by the number of tonnes, pounds or ounces of metal produced. The two are related by the recovered grade of the ore.
Profit is typically more sensitive to changes in revenue that to changes in costs.
The commodity price is a principal determinant of revenue but is also the factor with the greatest level of financial risk.

The most significant factors, which must be considered in a DCF valuation of a mineral asset is the reliability of the Mineral Resource and Ore Reserve, particularly with respect to recovered grade, the price at which the product is sold and the risk of not maintaining the projected level of commodity price.

Key inputs into the DCF valuation method for a mineral asset valuation are:

Life-of-mine planning assumptions.
Capital cost estimates – can be the initial cost of constructing the project and/or the ongoing cost of sustaining the productive life of the operation.
Operating cost estimates - costs incurred both on-site in producing the commodity which is shipped from the property, and off site, in the transportation and downstream processing of that commodity into saleable end products.
Revenue estimates – revenue in the mining context is the product of the following factors:
The tonnage of ore mined and processed
The grade of the ore
The metallurgical recovery
The price of the saleable commodity.
Taxation and royalty payments.
Discount rate – represents the risk adjusted rate of interest expected to be yielded by an investment in the mineral asset.

The Income Approach is not appropriate for properties without Mineral Resources. It should be employed only where enough reliable data are available to provide realistic inputs to a financial model, preferably based on studies at or exceeding a prefeasibility level.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Market

Comparative Transaction Method

The Comparative Transactions Method looks at prior transactions for the property and recent arm’s length transactions for comparative properties.

The Comparative Transaction method provides a useful guide where a mineral asset that is generally comparable in location and commodity has in the recent past been the subject of an “arm’s length” transaction, for either cash or shares.

For the market approach resources are not generally subdivided into their constituent JORC Code categories. The total endowment or consolidated in situ resources are what drives the derivation of value. Each transaction implicitly captures the specific permutation of resource categories in a project. There are too many project-specific factors at play to allow any more than a consideration of price paid versus total resource base. Therefore, considering individual project resource permutations is neither practicable nor useful for this valuation approach. To that end CSA Global’s discussion of the market approach is predicated on the consolidated resource base, to allow application of the method.

Where a progressively increasing interest is to be earned in stages, it is likely that a commitment to the second or subsequent stages of expenditure will be so heavily contingent upon the results achieved during the earlier phases of exploration that assigning a probability to the subsequent stages proceeding will in most cases be meaningless. A commitment to a minimum level of expenditure before an incoming party can withdraw must reflect that party’s perception of minimum value and should not be discounted. Similarly, any upfront cash payments should not be discounted.

The terms of a sale or joint venture agreement should reflect the agreed value of the tenements at the time, irrespective of transactions or historical exploration expenditure prior to that date. Hence the current Value of a tenement or tenements will be the Value implied from the terms of the most recent transaction involving it/them, plus any change in Value as a result of subsequent exploration.

High quality Mineral Assets are likely to trade at a premium over the general market. On the other hand, exploration tenements that have no defined attributes apart from interesting geology or a “good address” may well trade at a discount to the general market. Market Values for exploration tenements may also be impacted by the size of the land holding, with a large, consolidated holding in an area with good exploration potential attracting a premium due to its appeal to large companies.

Yardstick

The Rule-of-Thumb (Yardstick) method is relevant to exploration properties where some data on tonnage and grade exist, and these properties may be valued by methods that employ the concept of an arbitrarily ascribed current in situ net value to any Ore Reserves (or Mineral Resources) outlined within the tenement (Lawrence 2001, 2012).

Rules-of-Thumb (Yardstick) methods are commonly used where a Mineral Resource remains in the Inferred category and available technical/economic information is limited. This approach ascribes a heavily discounted in situ value to the Resources, based upon a subjective estimate of the future profit or net value (say per tonne of ore) to derive a rule-of-thumb.

This Yardstick multiplier factor applied to the Resources delineated (depending upon category) varies depending on the commodity. Typically, a range from 0.4% to 3% of the current spot price is used for base metals and platinum group metals, whereas for gold and diamonds a range of 2% to 5% of the current spot price is used, and typically much lower factors are applied for bulk commodities. The method estimates the in situ gross metal content value of the mineralisation delineated (using the spot metal price and appropriate metal equivalents for polymetallic mineralisation as at the valuation date).

The chosen percentage is based upon the valuer’s risk assessment of the assigned Mineral Resource category, the commodity’s likely extraction and treatment costs, availability/proximity of transport and other

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

infrastructure (particularly a suitable processing facility), physiography and maturity of the mineral field, as well as the depth of the potential mining operation.

This method is best used as a non-corroborative check on the order of magnitude of values derived using other valuation methods that are likely to better reflect project-specific criteria.

Cost

The Appraised Value or Exploration Expenditure method considers the costs and results of historical exploration.

The Appraised Value method is based on the premise that the real value of an exploration property lies in its potential for the existence and discovery of an economic mineral deposit (Roscoe, 2002). It utilises a Multiple of Exploration Expenditure (MEE), which involves the allocation of a premium or discount to past relevant and effective expenditure using the Prospectivity Enhancement Multiplier (PEM). This involves a factor which is directly related to the success (or failure) of the exploration completed to date, during the life of the current tenements.

Guidelines for the selection of a PEM factor have been proposed by several authors in the field of mineral asset valuation (Onley, 1994). Table A2 lists the PEM factors and criteria used in this Report.

Table A2: PEM factors

PEM range	Criteria
0.2 to 0.5	Exploration (past and present) has downgraded the tenement prospectivity, no mineralisation identified
0.5 to 1.0	Exploration potential has been maintained (rather than enhanced) by past and present activity from regional mapping
1.0 to 1.3	Exploration has maintained, or slightly enhanced (but not downgraded) the prospectivity
1.3 to 1.5	Exploration has considerably increased the prospectivity (geological mapping, geochemical or geophysical activities)
1.5 to 2.0	Scout drilling (rotary air blast (RAB), air-core (AC), reverse circulation percussion (RCP)) has identified interesting intersections of mineralisation
2.0 to 2.5	Detailed drilling has defined targets with potential economic interest
2.5 to 3.0	A Mineral Resource has been estimated at Inferred JORC category, no concept or scoping study has been completed
3.0 to 4.0	Indicated Mineral Resources have been estimated that are likely to form the basis of a Prefeasibility Study
4.0 to 5.0	Indicated and Measured Resources have been estimated and economic parameters are available for assessment

Geoscience Factors

The Geoscience Factor (or Kilburn) method (GFM), as described by Kilburn (1990), provides an approach for the technical valuation of the exploration potential of mineral properties, on which there are no defined resources. It seeks to rank and weight geological aspects, including proximity to mines, deposits and the significance of the camp and the commodity sought.

Valuation is based upon a calculation in which the geological prospectivity, commodity markets, and mineral property markets are assessed independently. The GFM is essentially a technique to define a Value based upon geological prospectivity. The method appraises a variety of mineral property characteristics:

Location with respect to any off-property mineral occurrence of value, or favourable geological, geochemical or geophysical anomalies
Location and nature of any mineralisation, geochemical, geological or geophysical anomaly within the property and the tenor of any mineralisation known to exist on the property being valued
Number and relative position of anomalies on the property being valued
Geological models appropriate to the property being valued.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

The GFM method systematically assesses and grades these four key technical attributes of a tenement to arrive at a series of multiplier factors (Table A3).

Table A3: Geoscientific Factor Ranking

Rating	Address/Off-property factor	On-property factor	Anomaly factor	Geological factor
0.5	Very little chance of mineralisation; Concept unsuitable to the environment	Very little chance of mineralisation; Concept unsuitable to the environment	Extensive previous exploration with poor results	Generally unfavourable lithology; No alteration of interest
1	Exploration model support; Indications of prospectivity; Concept validated	Exploration model support; Indications of prospectivity; Concept validated	Extensive previous exploration with encouraging results; Regional targets	Deep cover; Generally favourable lithology/ alteration (70%)
1.5	Reconnaissance (RAB/AC) drilling with some scattered favourable results; Minor workings	Exploratory sampling with encouragement	Several early stage targets outlined from geochemistry and geophysics	Shallow cover; Generally favourable lithology/ alteration 50-60%
2	Several old workings; Significant RCP drilling leading to advanced project	Several old workings; Reconnaissance drilling or RCP drilling with encouraging intersections	Several well-defined targets supported by reconnaissance drilling data	Exposed favourable; Lithology/alteration
2.5	Abundant workings; Grid drilling with encouraging results on adjacent sections	Abundant workings; Core drilling after RCP with encouragement	Several well-defined targets with encouraging drilling results	Strongly favourable lithology, alteration
3	Mineral Resource areas defined	Advanced Resource definition drilling (early stages)	Several significant sub- economic targets; No indication of “size”	Generally favourable lithology with structures along strike of a major mine; Very prospective geology
3.5	Abundant Workings/mines with significant historical production; Adjacent to known mineralisation at Prefeasibility Study stage	Abundant workings/mines with significant historical production; Mineral Resource areas defined	Several significant sub- economic targets; Potential for significant “size”; Early stage drilling
4	Along strike or adjacent to Resources at Definitive Feasibility Study stage	Adjacent to known mineralisation at Prefeasibility Study stage	Marginally economic targets of significant “size” advanced drilling
4.5	Adjacent to development stage project	Along strike or adjacent to Resources at Definitive Feasibility Study stage	Marginal economic targets of significant “size” with well drilled Inferred Resources
5	Along strike from operatng major mine(s)	Adjacent to development stage project	Several signifcant ore grade co-relatable intersectons

The Geoscience Rating Factor valuation method is a subjective valuation method and different valuation practitioners are likely to derive different on-off property, anomaly, and geological factors, based on their interpretation and understanding of the project. Different descriptions of the rating factors also exist. However, provided the same rating system of factors and descriptions of their values is used, the results from different practitioners should not be dramatically different.

The Basic Acquisition Cost (BAC) is an important input to the GFM. In essence, it is the average cost to acquire and hold an average age tenement in the jurisdiction and it is determined by summing the costs to identify and area of interest, application fees, annual rents and other government costs, work required to facilitate granting (e.g. native title, environmental etc.) and minimum annual statutory expenditures. In other words, the BAC is the total average expenditure per standard unit area (km², hectare, sub-block, etc.) and captures the identification cost and then the application and retention costs. Each factor is then multiplied serially by

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

the BAC to establish the overall technical value of each mineral property. A fifth factor, the market factor, is then multiplied by the technical value to arrive at the fair market value.

The standard references on the method (Kilburn 1990, Goulevitch and Eupene 1994) do not provide much detail on how the market factor should be ascertained. CSA Global takes the approach of using the implied value range from our selected Comparable Transactions to inform the selection of a GFM market factor. CSA Global’s presumption is that the comparatives are capturing the market sentiment, so any other valuation method should not be significantly different (order of magnitude).

This is achieved by finding the market factor that produces an average GFM preferred value per unit area for whole project (i.e. total preferred GFM value divided by the total area) that falls within the range of the comparatives implied values per unit area. It is CSA Global’s view that this adequately accounts for global market factors on an empirical basis. For example, if the implied value range is $100/km² to $2,000/km², then the market factor should give an average GFM preferred value per unit area that falls within that range.

CSA Global generally would select a market factor (rounded to an appropriate number of significant digits) that gives a value closer to the upper end of the range (though this is the valuer’s judgement call). This is because the GFM is a tool that addresses the exploration potential of a project and is best suited to informing the upper end of valuation ranges for a project.

Geological Risk Method

In the Geological Risk Valuation method, as described by Lord et al. (2001), the value of a project at a given stage of knowledge/development is estimated based on the potential value of the project at a later stage of development, discounted by the probability of the potential value of the later stage being achieved, and considering the estimated cost of progressing the project to the next stage.

The relevant stages of exploration are defined in Table A4.

Table A4: Definition of exploration stages

Stage	Description
Stage A	Ground acquisition, project/target generation
Stage B	Prospect definition (Mapping and Geochemistry)
Stage C	Drill testing (systematic RC, DD)
Stage D	Resource Delineation
Stage E	Feasibility

The expected value (E) of a project at a given stage is then dependent on the target value at the next stage (T), the probability of successfully advancing the project to the next stage (P), and the cost of advancing the project (C). This can be expressed as:

𝐸= 𝑃∗(𝑇−𝐶)

This valuation method generates an expected value for each project (or prospect) at each of the main exploration stages or decision points, by working back from a project’s target value. A project’s target value can be based on an expected NPV from a reasonably constrained DCF model, or from a reasonable approximation of the value of a defined resource, in which case the initial target value will be the value at the end of Stage D, as opposed to the value at the end of Stage E.

Lord et al. (2001) concluded that the probability of successfully proceeding from one exploration phase to the following one was as depicted in Table A5, based on a detailed study of gold exploration programs in the Laverton area of Western Australia.

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [34 x 45] intentionally omitted <==

Table A5: Probability of successfully proceeding from one exploration stage to another

Stages	Probability of advancing
Generative to reconnaissance	0.54
Reconnaissance to systematic drill testing	0.17
Systematic drill testing to Resource delineation	0.58
Resource delineation to Feasibility	0.87
Feasibility to Mine	0.90

Source: Lord et al. (2001)

Valuation Approaches by Asset Stage

Regardless of the technical application of various valuation methods and guidelines, the valuer should strive to adequately reflect the carefully considered risks and potentials of the various projects in the valuation ranges and the preferred values, with the overriding objective of determining the “fair market value”.

Table A1 shows the valuation approaches that are generally considered appropriate to apply to each type of mineral property.

Valuation Bibliography

AusIMM (1998). "VALMIN 94 – Mineral Valuation Methodologies". Conference Proceedings.

AusIMM (2012). “VALMIN Seminar Series 2011-12”. Conference Proceedings, 161pp.

CIMVAL (2003). Standards and Guidelines for Valuation of Mineral Properties.

Goulevitch, J., and Eupene, G. (1994): “Geoscience Rating for Valuation of Exploration Properties - Applicability of the Kilburn Method in Australia and Examples of its Use in the NT”. Mineral Valuation Methodologies Conference, Sydney 27-28 October 1994. AusIMM. pp 175-189

Gregg, L.T., and Pickering, S.M. Jr (2007). Methods for Valuing Previous Exploration Programs During Consideration of Prospective Mineral Ventures in 42nd Industrial Minerals Forum in Asheville, NC.

JORC, 2012. Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code) [online]. Available from: http://www.jorc.org (The Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia).

Kilburn, L.C. (1990) “Valuation of Mineral Properties which do not contain Exploitable Reserves” CIM Bulletin, August 1990.

Lawrence, R.D. (2000). Valuation of Mineral Properties Without Mineral Resources: A Review of Market-Based Approaches in Special Session on Valuation of Mineral Properties, Mining Millennium 2000, Toronto, Canada.

Lawrence, M.J. (2000a). “DCF/NPV Modelling: Valuation Practice or Financial Engineering?”. Preprint of a paper presented to SME Annual Meeting Valuation Session, Salt Lake City, 28 February to 4 March, 15 p.

Lawrence, M.J. (2001). An Outline of Market-based Approaches for Mineral Asset Valuation Best Practice. Proceedings VALMIN 2001 – Mineral Asset Valuation Issues for the Next Millennium. Pp115-137.AusIMM.

Lawrence, M.J. (2011). Considerations in Valuing Inferred Resources. VALMIN Seminar Series 2012. AusIMM. P93–102.

Lord, D., Etheridge, M., Wilson, M., Hall, G., and Uttley, P. 2001. Measuring Exploration Success: An alternate to the discovery-cost-per-ounce method of quantifying exploration effectiveness, Society of Economic Geologist Newsletter, 45

Onley, P.G. (2004). Multiples of Exploration Expenditure as a Basis for Mineral Property Valuation. In Mineral Valuation Methodologies Conference. AusIMM. pp191–197.

Roscoe, W.E. (2002). Valuation of Mineral Exploration Properties Using the Cost Approach. CIM Bulletin 95, pp105-109.

Thompson, I.S. (2000) A critique of Valuation Methods for Exploration Properties and Undeveloped Mineral Resources in Special Session on Valuation of Mineral Properties, Mining Millennium 2000, Toronto, Canada.

VALMIN, 2015. Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (The VALMIN Code) [online]. Available from http://www.valmin.org (The VALMIN Committee of the Australasian Institute of Mining and Metallurgy and Australian Institute of Geoscientists).

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [33 x 45] intentionally omitted <==

Appendix B Comparative Copperbelt Transactions

Transaction	Project	Country	Date Announced	Cu Price (US$/t)	Buyer	Seller	Equity	100% Price (US$)	Area (km²)	Implied US$/km²	Normalised US$/km²	Comment
Trigon acquisition of Guchab	Guchab	Namibia	Feb-21	9,340	Trigon Metals Inc.	Sabre Resources Limited; Coniston Pty Ltd	100%	156,780	56	2,792.66	2,792.66	Comparatively small, focussed area surrounding the Kombat project (previously mined with current mineral resource), with numerous known mineral occurrences. Excluded as not sufficiently comparable to KCP. Contingent payment excluded.
Power earn- in to KCB and Ditau	KCB, Ditau	Botswana	Sep-20	6,668	Power Metal Resources plc	Kavango Resources plc	50%	684,540	2,680	255.43	357.78	Half of the area is in the Kalahari Copperbelt, adjacent to T3 and A4 Dome, with the other half (Ditau) in southwest Botswana, and prospective for rare earths.
Galileo acquire Africibum	Kalahari	Botswana	Sep-20	7,749	Galileo	Africibum	100%	415,519	1,925	215.85	260.17
Galileo acquire Crocus ground	Kalahari	Botswana (KCB) and two licences in Limpopo belt	May-20	5,352	Galileo	Crocus	100%	207,452	14,875	13.95	24.34	Anomalously large area of complete greenfields licences. Excluded as a low outlier.
Rio earn in - Midnight Sun	Solwezi licences	Zambia	Apr-20	5,160	Rio Tinto	Midnight Sun	75%	933,333	506	1,844.53	3,338.58	High value, adjacent to world class deposit
RZJ buy into Dorwit Project, White Metal	Dorwit	Namibia	Oct-19	5,770	RZJ	White Metal	70%	677,143	789	858.63	1,390.00	Appears not to have been finalised, possible premium for historical resources?

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [33 x 45] intentionally omitted <==

Transaction	Project	Country	Date Announced	Cu Price (US$/t)	Buyer	Seller	Equity	100% Price (US$)	Area (km²)	Implied US$/km²	Normalised US$/km²	Comment
Bankers Cobalt acquires additional licence near Kamanjab	Kamanjab	Namibia	Nov-18	6,227	Bankers Cobalt	Private seller	70%	42,857	943	45.45	68.17
Tanga acquisition of Hagenhof	Hagenhof	Namibia	Aug-18	5,968	Tanga	Hagenhof	100%	50,000	197	253.81	397.21
Namibia Rare Earths acquire Kunene Project	Kunene	Namibia	Feb-18	6,895	Namibia Rare Earths/Na mibia Critical Metals	Gecko	60%	5,333,333	6,629	804.55	1,089.92	Includes non Cu assets (Co and Li) - prices for these were high at the time of the transaction
Be Metals acquire Pangeni Project	Pangeni	Zambia	Feb-18	6,895	Be Metals	Manica Minerals	68%	2,189,012	575	3,806.98	5,157.32	Excluded - Related party transaction, filed as "not an arms length transaction" on the TSX-V.
Metallum acquisition of Kopore	Kopore	Botswana	Aug-17	6,760	Metallum Limited	Global Exploration Technologies	100%	2,177,373	5,161	421.89	582.95	Adjoins original Draganfly ground. Most comparable in scale, location and project advancement level to KML projects

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [33 x 45] intentionally omitted <==

Appendix C Comparative West Australian Exploration Tenure Transactions

Date						Value 100%			Deemed equity
				Purchaser or						Normalised
	Project	Commodity	Vendor		Transaction	equity in the	Area km2	Cost per km2	of the Farminee
				Farminee						cost per km2
						project			(%)

24 Jul 2020	Mount Alexander	Ni	Undisclosed seller	St George Mining Ltd	Purchase	$54,600	84	650	100	549
15 Jul 2020	Strelley	Au	Lithium Power International Ltd	Carnaby Resources Ltd	Purchase	$150,000	64.19	2,337	100	2,054
14 Jul 2020	Side Well	Au	Zebina Minerals Pty Ltd	Great Boulder Resources Ltd	JV	$866,667	131.77	6,577	75	5,733
8 Jul 2020	Yarri East	Au	RBR Group Ltd; Newmont Corp.	Black Cat Syndicate Ltd	Purchase	$200,000	210	952	100	828
6 Jul 2020	Mount Maitland	Au	Private seller	Red Mountain Mining Ltd	Purchase	$250,000	62	4,032	100	3,573
3 Jul 2020	Warriedar	Au	Norwest Minerals Ltd	Warriedar Mining Pty Ltd	Purchase	$200,000	43.85	4,561	100	7,121
2 Jul 2020	Mount Magnet	Au	Eastern Goldfields Exploration Pty Ltd	Blaze International Ltd	Option to purchase	$1,187,153	147	8,076	100	2,824
1 Jul 2020	Biranup	Au, Cu, Ni	VRX Silica Ltd	New Energy Metals Ltd	Purchase	$1,250,000	393	3,181	100	58
25 Jun 2020	Koongulla	Au	Private seller	Boadicea Resources Ltd	Purchase	$15,789	240	66	95	5,099
11 Jun 2020	Mount Elsie	Au	Private seller	Novo Resources Corp.	Purchase	$1,240,000	19	65,263	100	21,853
3 Jun 2020	Pascalle & Gnama	Au, Cu, Ni	Private seller	ScandiVanadiu m Ltd	Purchase	$717,000	130.36	5,500	100	1,197
28 Apr 2020	Wanganui	Au	Bar None Exploration Pty Ltd	Castle Minerals Ltd	Purchase	$130,000	18.4	7,065	100	415
28 Apr 2020	Perrinvale	Cu	Resource Assets Pty Ltd	Cobre Ltd	Purchase	$8,799,500	348.1	25,279	20	249

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [33 x 45] intentionally omitted <==

Date						Value 100%			Deemed equity
				Purchaser or						Normalised
	Project	Commodity	Vendor		Transaction	equity in the	Area km2	Cost per km2	of the Farminee
				Farminee						cost per km2
						project			(%)

28 Apr 2020	Polelle	Au	Private seller	Castle Minerals Ltd	Purchase	$200,000	144.5	1,384	100	151
20 Apr 20	Jundee South	Au	Faurex Pty Ltd	Avenira Ltd	Purchase	$350,000	720	486	100	563
17 Apr 20	Wells Group	Au	Kingwest Resources Ltd	NTN Gold Ltd	Purchase	$125,000	426	293	100	9,766
2 Apr 20	Rebecca	Au	Encounter Resources Ltd	Bulletin Resources Ltd	Purchase	$35,000	198	177	100	3,570
28 Feb 20	Wilki	Au, Cu	Antipa Minerals Ltd	Newcrest Mining Ltd	JV	$18,540,838	2180	8,505	51	1,011
11 Feb 20	Sandstone	Au	Rafaella Resources Ltd	Westar Resources Ltd	Purchase	$150,000	259	579	100	185
10 Dec 19	Desdemona South	Au	Kin Mining NL	Genesis Minerals Ltd	JV	$1,444,640	156	9,261	60	8,528
6 Dec 19	Metzke’s Find	Au	Private seller	Dreadnaught Resources Ltd	Purchase	$114,800	12	9,567	100	31,751
13 Nov 19	Sandiman	Au, Cu, Pb, Zn	GTTS Generations Pty Ltd	Cobre Ltd	JV	$683,007	202	3,381	51	3,946
25 Jul 19	Bar and Twenty	Au	Anova Metals Ltd	Private buyer	Purchase	$25,000	18	1,379	100	9,201
25 Jul 19	Balagundi	Au	Pioneer Resources Ltd	Black Cat Syndicate Ltd	JV	$630,388	41	15,527	75	1,300
23 Jul 19	Lake Rebecca	Au	Matsa Resources Ltd	Bulletin Resources Ltd	Purchase	$156,250	172	908	80	1,913
9 Jul 19	Marble Bar	Au	Epminex WA Pty Ltd	Calidus Resources Ltd	Purchase	$110,000	9	11,659	50	10,000
9 Jul 19	Bulgera	Au	Accelerate Resources Ltd	Norwest Minerals Ltd	Purchase	$220,000	37	5,977	100	5,908
24 Jun 19	Illaara	Au	Newmont Goldcorp Corp.	Dreadnaught Resources Ltd	Purchase	$120,000	726	165	100	1,324
23 May 19	Mount Venn	Au, Ni, Cu	Cazaly Resources Ltd	Woomera Mining Ltd	JV	$2,740,176	390	7,026	80	2,243

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [33 x 45] intentionally omitted <==

Date						Value 100%			Deemed equity
				Purchaser or						Normalised
	Project	Commodity	Vendor		Transaction	equity in the	Area km2	Cost per km2	of the Farminee
				Farminee						cost per km2
						project			(%)

14 May 19	Tambourah, Hillside, Panorama, and Bonnie Scot	Au, Li	Macarthur Minerals Ltd	Fe Ltd	JV	$6,869,262	1600	4,293	25	94
1 May 19	Ned’s Creek	Au	Lodestar Minerals Ltd	Vango Mining Ltd	JV	$8,628,488	337.92	25,534	51	3,912
11 Apr 19	Carterton	Au	Gateway Mining Ltd	Syndicated Metals Ltd	Purchase	$282,727	89.27	3,167	100	9,424
29 Mar 19	Hobbes	Au	Orecorp Ltd	Crosspick Resources Pty Ltd	JV	$704,545	95	7,416	40	3,588
27 Mar 19	Pilbara	Au	Private Seller	Thor Mining PLC	Purchase	$833,000	784	1,063	100	758
11 Mar 19	Pilbara Basin	Au	CTTR Mining Tenements Pty Ltd	Monteray Minerals Inc.	Purchase	$813,000	525	1,549	100	60,887
11 Feb 19	Sherlock River	Au	Ridge Street Investments Pty Ltd	Monteray Minerals Inc.	Purchase	$1,105,000	135	8,185	100	2,633
8 Feb 19	Laverton	Au	Expose Resources Ltd	Global Fortune Investment Ltd	JV	$740,463	153.1	4,836	51	866
18 Jan 2019	Paynes Find	Au	Attgold Pty Ltd	Oakajee Corporation Ltd	Purchase	$43,750	45	974	80	1,856
11 Dec 2018	Penny West	Au	Private Seller	Spectrum Metals Ltd	Purchase	15000	4	3,359	100	1,698
28 Nov 18	Kirkalocka	Au	Iron Clad Prospecting Pty Ltd	Blaze International Ltd	Purchase	$130,000	132.53	981	100	838
28 Nov 18	Kirkalocka	Au	Beau Resources	Blaze International Ltd	Purchase	$160,000	96.277	1,662	100	5,345
15 Oct 2018	Mount Hawthorn	Au	Bar None Exploration Pty Ltd	Marindi Metals Ltd	Purchase	$41,000	14.48	2,831	100	5,540

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD

INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [33 x 45] intentionally omitted <==

Date						Value 100%			Deemed equity
				Purchaser or						Normalised
	Project	Commodity	Vendor		Transaction	equity in the	Area km2	Cost per km2	of the Farminee
				Farminee						cost per km2
						project			(%)

11 Oct 2018	Hong Kong	Au	Clancy Exploration Ltd	Pacton Gold Inc.	Purchase	$1,769,545	40.15	44,073	100	7,798
27 Sep 2018	Golden Palm	Au	Private Seller	Pacton Gold Inc.	Purchase	$280,000	24.62	11,373	100	5,624
20 Sep 2018	Wallbrook	Au	Newmont Exploration Pty Ltd	Nexus Minerals Ltd	Purchase	$13,100	190	69	100	4,277
3 Sep 2018	Mon Ami Area	Au	Strategic Minerals Plc	Great Southern Mining Ltd	Purchase	$145,000	50	2,876	100	18,981
23 Aug 2018	Pilbara	Au	Arrow Minerals Ltd	Pacton Gold Inc.	Purchase	$4,146,939	609	6,809	49	941
31 Jul 2018	Holleton	Au	Element 25 Ltd	Ramelius Resources Ltd	Purchase	$1,000,000	384	2,604	100	139
18 Jun 2018	Ruby Plains	Au	Private Seller	Dampier Gold Ltd	Purchase	$473,420	821	577	100	1,515
7 Jun 2018	Lefroy	Au	Lefroy Exploration Ltd	St Ives Gold Mining Company Pty Ltd	JV	$16,995,768	372	45,688	51	306
25 May 2018	South Darlot	Au	Central Iron Ore Ltd	Kingwest Resources limited	Purchase	$580,000	289	2,007	100	3,399
4 May 2018	Kirkalocka	Au	Blaze International Ltd	Bar None Exploration Pty Ltd	Purchase	$100,000	33	3,012	100	8,589
18 Apr 2018	Slate Dam	Au	Rare Earth Contracting Pty Ltd	Aruma Resources Ltd	Purchase	$66,000	19	3,474	100	4,626
16 Apr 2018	Ockerburry Hill	Au	AngloGold Ashanti Australia Ltd	Red 5 Ltd	Purchase	$45,000	68	664	100	5,264
29 Mar 2018	Warrawoona	Au	Gardner Mining Pty Ltd	Calidus Resources Ltd	Purchase	$76,755	45	1,714	100	1,288

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [33 x 45] intentionally omitted <==

Date						Value 100%			Deemed equity
				Purchaser or						Normalised
	Project	Commodity	Vendor		Transaction	equity in the	Area km2	Cost per km2	of the Farminee
				Farminee						cost per km2
						project			(%)

26 Feb 2018	Queen Lapage	Au	Alloy Resources Ltd	Riversgold Ltd	JV	$447,859	322	1,392	70	549
5 Feb 2018	South Yamarna	Au	Sumitomo Metal Mining Oceana Pty Ltd	Gold Road Resources Ltd	Purchase	$14,000,000	2,467	5,675	50	2,054
31 Jan 2018	Mary River	Au	Private seller	Pantoro Ltd	Purchase	$80,000	64	1,246	100	5,733
22 Dec 2017	Hacks Well	Au	Australian Potash Ltd	Matsa Resources Ltd	Purchase	$55,000	90	611	100	828
22 Dec 2017	Omni Projects	Au BM	OMNI GeoX Pty Ltd	Gateway Mining Ltd	Purchase	$1,500,000	1,339	1,120	100	3,573
13 Dec 2017	Pilbara Region	Au	Geko Co Pty Ltd	Tando Resources Ltd	Option to purchase	$222,548	22	9,935	100	7,121
12 Dec 2017	Dalgaranga	Au	Private seller	Gascoyne Resources Ltd	Purchase	$499,000	129	3,868	100	2,824
22 Nov 2017	Eastman	Au, BM	Sandrib Pty Ltd	Peako Ltd	JV	$920,110	221	4,160	60	58
8 Nov 2017	Croydon Top Camp	Au	Creasy Group Companies	Coziron Resources Ltd	JV	$1,828,571	317	5,768	70	5,099
6 Nov 2017	Black Hills	Au	Private seller	Greatland Gold Plc	Purchase	$225,000	25	9,000	100	21,853
3 Oct 2017	Mertondale East	Au	Private seller	Magnetic Resources NL	Purchase	$40,000	3	13,333	100	1,197
29 Sep 2017	Charteris Creek	Au	Riedel Resources Ltd	LMTD Wits Pty Ltd	Purchase	$500,000	123	4,065	100	415
5 Sep 2017	Yandal East	Au	Zabina Minerals Pty Ltd	Overland Resources Ltd	Option to purchase	$1,030,091	327	3,146	75	249
21 Aug 2017	Pilbara	Au	Private Seller	De Grey Mining Ltd	JV	$3,080,992	226	13,633	30	151
6 Jun 2017	Dumbleyung	Au	Chalice Gold Mines Ltd	Ausgold Ltd	Purchase	$330,000	461	716	100	563

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [33 x 45] intentionally omitted <==

Date						Value 100%			Deemed equity
				Purchaser or						Normalised
	Project	Commodity	Vendor		Transaction	equity in the	Area km2	Cost per km2	of the Farminee
				Farminee						cost per km2
						project			(%)

18 Nov 2016	Harris Find	Au	Diversified Asset Holdings Pty Ltd and Brutus Constructions Pty Ltd	Great Western Exploration Ltd	Purchase	$619,318	36	17,203	80	9,766
6 Dec 2016	FMG tenements	Cu	FMG Resources Pty Ltd	Toucan Gold Pty Ltd	Purchase	$16,864	175	96	100	3,570
27 Jul 2016	Monument	Au	Monument Exploration Pty Ltd	Syndicated Metals Ltd	Purchase	$250,000	210	1,190	100	1,011
31 May 2016	Mount Gill and Mount Howe	Au	Breaker Resources Ltd	Gold Road Resources Ltd	Purchase	$50,000	221	226	100	185
11 Mar 2016	Doolgunna	Au, Cu	Tasex Geological Services Pty Ltd	DGO Gold Ltd	JV	$169,958	68	2,499	51	8,528
4 Nov 2015	Duffy Well	Au	Mithril Resources Ltd	Doray Minerals Ltd	JV	$579,140	98	5,910	51	31,751
8 Sep 2015	Jillewarra	Au	Zebina Minerals Pty Ltd	Timpetra Resources Ltd	JV	$731,338	223	3,275	80	3,946
14 Jul 2015	Duketon	Au	Duketon Mining Ltd	Regis Resources Ltd	JV	$1,345,455	373	3,607	75	9,201
2 Jul 2015	Fraser Range	Ni, Cu, Au	Creasy Group Companies	Legend Mining Ltd	Purchase	$4,286,429	2,530	1,694	70	1,300
22 May 2015	Lyndon	Au, BM	Latitude Consolidated Ltd	Shine Resources Pty Ltd	Purchase	$50,000	57	877	45	1,913

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [33 x 45] intentionally omitted <==

Appendix D Detailed Kilburn Valuations

Table D1: Detailed Kilburn valuation of Botswanan tenements

Licence	Holder	Area (km²)	Off property	On property	Anomaly	Geological	Value (US$)
			Low High	Low High	Low High	Low High	Low High Preferred
PL148/2017 PL149/2017 PL041/2012 PL042/2012 PL043/2012 PL343/2016 PL342/2016 PL072/2017 PL070/2017 PL071/2017 PL035/2012 PL036/2012	KML KML Triprop Triprop Triprop Kitlanya Kitlanya Kitlanya Kitlanya Kitlanya Triprop Triprop	999 1,000 59 467 198 957 942 845 994 914 628 96	1 2 2 3.5 1.5 2.5 3.5 4 2 2.5 1 1.5 1 1.5 2.5 3 3.5 4 2.5 3 1 1.5 1 1.5	1 1.5 2 2.5 1 2 1 2 1 1.5 1 1.5 1 1.5 1 1.5 1.5 2 1 1.5 1.5 2 1.5 2	1 1.5 2 2.5 1 2 1 2 1 1.5 1 1.5 1 1.5 1 1.5 1.5 2 1 1.5 2 2.5 2 2.5	1 1.5 1 1.5 1.5 2 1.5 2 1.5 2 1 1.5 1 1.5 1 1.5 1.5 2.5 1 1.5 1.5 2 1.5 2	61,380 414,315 237,848 491,187 2,014,636 1,252,912 8,141 72,364 40,252 150,738 918,783 534,761 36,452 136,695 86,574 58,788 297,613 178,200 57,866 292,948 175,407 129,769 525,565 327,667 721,278 2,442,423 1,581,850 140,366 568,481 354,423 173,599 578,663 376,131 26,648 88,827 57,737
Total		8,099					2,056,212 8,351,311 5,203,762

BAC: US$186.15/km²; Market Factor: 0.33

CSA Global Report №: R383.2020

BDO CORPORATE FINANCE LTD INDEPENDENT TECHNICAL SPECIALIST’S REPORT – COBRE LIMITED’S MINERAL ASSETS

==> picture [33 x 45] intentionally omitted <==

Table D2: Detailed Kilburn valuation of West Australian tenements

Project	Licence	Area (km²)	Off Property	On Property	Anomaly	Geological	Value (A$)
			Low High	Low High	Low High	Low High	Low High Preferred
Perrinvale	E29/1017 E29/929-I E29/938-I E29/946-I E29/986 E29/987 E29/988 E29/989 E29/990	54.0 96.1 63.0 15.0 59.9 21.0 3.0 9.0 27.0	1 1.5 1 1.5 1 1.5 1 1.5 1 1.5 1 1.5 1 1.5 1 1.5 1 1.5	1 1.5 1 1.5 1.5 2 1 1.5 1 1.5 1 1.5 1 1.5 1 1.5 1 1.5	1 1.5 1 1.5 1.5 2 1 1.5 1 1.5 1 1.5 1 1.5 1 1.5 1 1.5	1 2 1 2 2 3 2 3 2 3 2 3 1 2 1 2 1 2	42,608 287,601 165,104 75,839 511,914 293,877 223,704 894,816 559,260 23,671 119,834 71,752 94,597 478,896 286,746 33,164 167,895 100,530 2,367 15,978 9,172 7,114 48,019 27,566 21,294 143,737 82,516
	Total	348.1					524,358 2,668,691 1,596,525
Sandiman	E09/2316	202	1 1	1 1.5	1 1.5	1 1.5	159,384 537,921 348,652

BAC: A$7,890/km²; Market Factor: 0.1

CSA Global Report №: R383.2020

Insert the back-page image here

==> picture [528 x 775] intentionally omitted <==

1 MARCH 2021 48

INDEPENDENT EXPERT'S REPORT AND FINANCIAL SERVICES GUIDE COBRE LIMITED

Online Voting User Guide

Getting Started

In order to participate in the meeting, you will need to download the App onto your smartphone device. This can be downloaded from the Google Play Store™ or the Apple® App Store by searching by app name “ Lumi AGM ”.

Alternatively, Lumi AGM can be accessed using any web browser on a PC, tablet or smartphone device. To use this method, please go to https://web.lumiagm.com .

To log in to the portal, you will need the following information:

Meeting ID: 310-952-203

Australian Username - Voting Access Code (VAC) and Password (postcode of your registered Residents address) Voting Access Code (VAC) can be located on the first page of your proxy form or on your notice of meeting email)

Overseas Username - Voting Access Code (VAC) and Password (three character country code e.g. Residents New Zealand – NZL. A full list of country codes can be found at the end of this guide.) Voting Access Code (VAC) can be located on the first page of your proxy form or on your notice of meeting email). A full list of country codes can be found at the end of this guide.

Appointed To receive your Username and Password, please contact our share registry, Boardroom Pty

Proxy Ltd on 1300 737 760 or +61 2 9290 9600 between 8:30am to 5:30pm (Sydney Time) Monday to Friday the day before the meeting.

To join the meeting, you will be required to enter the above unique 9 digit meeting ID and select ‘ Join ’. To proceed to registration, you will be asked to read and accept the terms and conditions.

==> picture [490 x 151] intentionally omitted <==

If you are a Shareholder , select 'I have a login' and enter your Username VAC (Voting Access Code) and Password (postcode or country code). If you are a Proxyholder you will need to enter the unique Username and Password provided by Boardroom and select ‘Login’.

If you are not a Shareholder, select ‘I am a guest’. You will be asked to enter your name and email details, then select ‘Enter’. Please note, guests are not able to ask questions at the meeting.

==> picture [394 x 149] intentionally omitted <==

Navigating

Once you have registered, you will be taken to the homepage which displays your name and meeting information.

==> picture [82 x 166] intentionally omitted <==

==> picture [235 x 138] intentionally omitted <==

To activate the webcast, please click on the Broadcast bar at the bottom of the screen. If prompted you may have to click the play button in the window to initiate the broadcast.

Once you select to view the webcast from a smartphone it can take up to approximately 30 seconds for the live feed to appear on some devices. If you attempt to log into the app before the Meeting commences, a dialog box will appear.

NOTE: We recommend once you have logged in, you keep your browser open for the duration of the meeting. If you close your browser you will be asked to repeat the log in process.

==> picture [322 x 150] intentionally omitted <==

To ask a Question

If you would like to ask a question:

Select the question icon
Compose your question.
Select the send icon
You will receive confirmation that your question has been received.

The Chair will give all Shareholders a reasonable opportunity to ask questions and will endeavor to answer all questions at the Meeting.

==> picture [88 x 172] intentionally omitted <==

To Vote

If you would like to cast a vote:

When the Chair declares the polls open, the resolutions and voting choices will appear.
Press the option corresponding with the way in which you wish to vote.
Once the option has been selected, the vote will appear in blue.
If you change your mind and wish to change your vote, you can simply press the new vote or cancel your vote at any time before the Chair closes the polls.
Upon conclusion of the meeting the home screen will be updated to state that the meeting is now closed.

==> picture [186 x 172] intentionally omitted <==

Need help? If you require any help using this system prior to or during the Meeting, please call 1300 737 760 or +61 2 9290 9600 so we can assist you

Country Codes

For overseas shareholders, select your country code from the list below and enter it into the password field.

ABW Aruba AFG Afghanistan AGO Angola AIA Anguilla ALA Aland Islands ALB Albania AND Andorra ANT Netherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASM American Samoa ATA Antarctica ATF French Southern ATG Antigua & Barbuda AUS Australia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BEN Benin BFA Burkina Faso BGD Bangladesh BGR Bulgaria BHR Bahrain BHS Bahamas BIH Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOL Bolivia BRA Brazil BRB Barbados BRN Brunei Darussalam BTN Btn BUR Burma BVT Bouvet Island BWA Botswana CAF Central African Republic CAN Canada CCK Cocos (Keeling) Islands CHE Switzerland CHL Chile CHN China CIV Cote D’ivoire CMR Cameroon COD Democratic Republic of Congo COK Cook Islands COL Colombia COM Comoros CPV Cape Verde CRI Costa Rica CUB Cuba CYM Cayman Islands CYP Cyprus CXR Christmas Island CZE Czech Republic DEU Germany DJI Djibouti DMA Dominica DNK Denmark DOM Dominican Republic	DZA Algeria ECU Ecuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FRO Faroe Islands FSM Micronesia GAB Gabon GBR United Kingdom GEO Georgia GGY Guernsey GHA Ghana GIB Gibraltar GIN Guinea GLP Guadeloupe GMB Gambia GNB Guinea-Bissau GNQ Equatorial Guinea GRC Greece GRD Grenada GRL Greenland GTM Guatemala GUF French Guiana GUM Guam GUY Guyana HKG Hong Kong HMD Heard & Mcdonald Islands HND Honduras HRV Croatia HTI Haiti HUN Hungary IDN Indonesia IMN Isle Of Man IND India IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ISM British Isles ISL Iceland ISR Israel ITA Italy JAM Jamaica JEY Jersey JOR Jordan JPN Japan KAZ Kazakhstan KEN Kenya KGZ Kyrgyzstan KHM Cambodia KIR Kiribati KNA St Kitts And Nevis KOR Korea Republic of KWT Kuwait LAO Lao Pdr LBN Lebanon	LBR Liberia LBY Libyan Arab Jamahiriya LCA St Lucia LIE Liechtenstein LKA Sri Lanka LSO Lesotho LTU Lithuania LUX Luxembourg LVA Latvia MAC Macao MAF St Martin MAR Morocco MCO Monaco MDA Republic Of Moldova MDG Madagascar MDV Maldives MEX Mexico MHL Marshall Islands MKD Macedonia Former Yugoslav Rep MLI Mali MLT Mauritania MMR Myanmar MNE Montenegro MNG Mongolia MNP Northern Mariana Islands MOZ Mozambique MRT Mauritania MSR Montserrat MTQ Martinique MUS Mauritius MWI Malawi MYS Malaysia MYT Mayotte NAM Namibia NCL New Caledonia NER Niger NFK Norfolk Island NGA Nigeria NIC Nicaragua NIU Niue NLD Netherlands NOR Norway Montenegro NPL Nepal NRU Nauru NZL New Zealand OMN Oman PAK Pakistan PAN Panama PCN Pitcairn Islands PER Peru PHL Philippines PLW Palau PNG Papua New Guinea POL Poland PRI Puerto Rico PRK Korea Dem Peoples Republic of PRT Portugal PRY Paraguay PSE Palestinian Territory Occupied PYF French Polynesia QAT Qatar Re REU Reunion	ROU Romania
			RUS Russian Federation
			RWA Rwanda
			SAU Saudi Arabia Kingdom Of
			SDN Sudan
			SEN Senegal
			SGP Singapore
			SGS Sth Georgia & Sth Sandwich Isl
			SHN St Helena
			SJM Svalbard & Jan Mayen
			SLB Solomon Islands
			SCG Serbia & Outlying
			SLE Sierra Leone
			SLV El Salvador
			SMR San Marino
			SOM Somalia
			SPM St Pierre And Miquelon
			SRB Serbia
			STP Sao Tome And Principe
			SUR Suriname
			SVK Slovakia
			SVN Slovenia
			SWE Sweden
			SWZ Swaziland
			SYC Seychelles
			SYR Syrian Arab Republic
			TCA Turks & Caicos Islands
			TCD Chad
			TGO Togo
			THA Thailand
			TJK Tajikistan
			TKL Tokelau
			TKM Turkmenistan
			TLS East Timor
			TMP East Timor
			TON Tonga
			TTO Trinidad & Tobago
			TUN Tunisia
			TUR Turkey
			TUV Tuvalu
			TWN Taiwan
			TZA Tanzania United Republic of
			UGA Uganda
			UKR Ukraine
			UMI United States Minor
			URY Uruguay
			USA United States of America
			UZB Uzbekistan
			VNM Vietnam
			VUT Vanuatu
			WLF Wallis & Futuna
			WSM Samoa
			YEM Yemen
			YMD Yemen Democratic
			YUG Yugoslavia Socialist Fed Rep
			ZAF South Africa
			ZAR Zaire
			ZMB Zambia
			ZWE Zimbabwe

==> picture [210 x 96] intentionally omitted <==

All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:30am (AEST) on Sunday 4th April 2021.  TO VOTE ONLINE BY SMARTPHONE STEP 1: VISIT https://www.votingonline.com.au/cbe2021egm STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): Scan QR Code using smartphone QR Reader App TO VOTE BY COMPLETING THE PROXY FORM STEP 1 APPOINTMENT OF PROXY STEP 3 SIGN THE FORM Indicate who you want to appoint as your Proxy. The form must be signed as follows: If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to Individual: This form is to be signed by the securityholder. appoint someone other than the Chair of the Meeting as your proxy please write the full Joint Holding : where the holding is in more than one name, all the securityholders should name of that individual or body corporate. If you leave this section blank, or your named sign. proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with not be a securityholder of the company. Do not write the name of the issuer company or the the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form registered securityholder in the space. when you return it. Companies: this form must be signed by a Director jointly with either another Director or a Appointment of a Second Proxy Company Secretary. Where the company has a Sole Director who is also the Sole Company You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to Secretary, this form should be signed by that person. Please indicate the office held by appoint a second proxy, an additional Proxy Form may be obtained by contacting the signing in the appropriate place. company’s securities registry or you may copy this form.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:30am (AEST) on Sunday, 4[th] April 2021. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/cbe2021egm  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

No physical attendance will be permitted at the meeting. Please refer to the Notice of Meeting for information on attending the Virtual Meeting.

Cobre Limited ACN 626 241 067

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Cobre Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below. or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Extraordinary General Meeting of the Company to be held virtually at https://web.lumiagm.com/310952203 on Tuesday, 6[[th]] April 2021 at 11:30am (AEST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 4 – 7 inclusive, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 4 – 7 are connected with the remuneration of a member of the key management personnel for the Company. The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 4 – 7 inclusive). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution. STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. For Against Abstain* Resolution 1 Approval of issue of Consideration Shares to the KML Vendors (other than MTR) Resolution 2 Approval to purchase Sale Shares in KML from MTR Resolution 3 Approval for MTR to acquire a Relevant Interest in the Company Resolution 4 Approval of issue of Options to Martin Holland Resolution 5 Approval of issue of Options to Andrew Sissian Resolution 6 Approval of issue of Options to Michael Addison Resolution 7 Approval of issue of Options to Michael McNeilly

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Extraordinary General Meeting of the Company to be held virtually at https://web.lumiagm.com/310952203 on Tuesday, 6[[th]] April 2021 at 11:30am (AEST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 4 – 7 inclusive, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 4 – 7 are connected with the remuneration of a member of the key management

For Against Abstain*

STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

Sole Director and Sole Company Secretary

Securityholder 2 Securityholder 3 Director Director / Company Secretary Date / / 2021

Contact Name……………………………………………....

Contact Daytime Telephone………………………................................

AI assistant

COBRE LIMITED — Proxy Solicitation & Information Statement 2021

64610_rns_2021-03-02_659b7360-0f54-49b4-b46a-919e0b512df5.pdf

Cobre Limited

ACN 626 241 067

NOTICE OF EXTRAORDINARY GENERAL MEETING EXPLANATORY MEMORANDUM

PROXY FORM

Date of Meeting

Time of Meeting

Place of Meeting

NOTICE OF EXTRAORDINARY GENERAL MEETING

AGENDA

ITEMS OF BUSINESS

Resolution 1:

Approval of issue of Consideration Shares to the KML Vendors (other than MTR)

Voting Exclusion Statement:

Resolution 2:

Approval to purchase Sale Shares in KML from MTR

Independent Expert's Report

Voting exclusion statement

Resolution 3:

Approval for MTR to acquire a Relevant Interest in the Company

Independent Expert's Report

Voting Exclusion Statement:

Resolution 4:

Approval of issue of Options to Martin Holland

Voting Exclusion Statement:

Resolution 5:

Approval of issue of Options to Andrew Sissian

Voting Exclusion Statement:

Resolution 6

Approval of issue of Options to Michael Addison

Voting Exclusion Statement:

Resolution 7

Approval of issue of Options to Michael McNeilly

Voting exclusion statement for Resolutions 4 to 7:

Important Note:

BY ORDER OF THE BOARD

NOTES

1. Explanatory Memorandum

3.

Appointment of Proxies

4. Corporate Representative

5. How can I attend the meeting?

EXPLANATORY MEMORANDUM

BACKGROUND TO THE PROPOSED TRANSACTION

Consideration

Conditions

Shareholders Deed

Financial impact of the Proposed Transaction

Advantages and disadvantages of the Proposed Transaction

Indicative timetable

Requirements for Shareholder approval

Resolution 1

Approval of issue of Consideration Shares to the KML Vendors (other than MTR)

Reason for approval

Information for Shareholders under Listing Rule 7.3

Recommendation

Resolution 2

Approval to purchase Sale Shares from MTR

Reason for approval

Substantial asset

Substantial holder

Classified Asset

Independent Expert Report

Information for Shareholders under Listing Rule 10.5

Recommendation

Resolution 3

Approval for MTR to acquire a Relevant Interest in the Company

Reason for approval

Information for Shareholders under item 7 of section 611 of the Corporations Act

Information for Shareholders under required by ASIC Regulatory Guide 74

Independent Expert's Report

Directors' Recommendation

Resolution 4

Approval of issue of Options to Martin Holland

Reason for approval

Information for Shareholders under Listing Rule 10.13

Effect of Shareholder Approval

Recommendation

COBRE LIMITED Proxy Solicitation & Information Statement 2021