EAGLE MOUNTAIN MINING LIMITED - Capital/Financing Update 2018

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Charles Bennett Bass Managing Director Rick Wayne Crabb Non-Executive Chairman

Roger Maitland Port Non-Executive Director

Brett Anthony Rowe Alternate Director for Charles Bass

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Charles Bennett Bass

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William Buck Audit (WA) Pty Ltd Level 3, 15 Labouchere Road South Perth WA 6151

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Peloton Capital Pty Ltd Level 5, 56 Pitt Street Sydney NSW 2000 Telephone: +61 2 8651 7800 AFSL No. 406040

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Jackson McDonald Level 17, 225 St Georges Terrace Perth WA 6000

Mark Edward Pitts

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Ground Floor, 22 Stirling Highway Nedlands, Western Australia, 6009 Telephone: +61 8 9389 6767

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Computershare Investor Services Pty Ltd Level 11, 172 St Georges Terrace Perth WA 6000 Telephone: Within Australia: 1300 850 505 Outside Australia: +61 3 9415 4000

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SRK Consulting (Australasia) Pty Ltd 10 Richardson Street West Perth WA 6005

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DeConcini McDonald Yetwin & Lacy, P.C. 2525 E. Broadway Blvd., Suite 200 Tucson, Arizona, 85716-5300

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EM2

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eaglemountain.com.au

William Buck Consulting (WA) Pty Ltd Level 3, 15 Labouchere Road South Perth, Western Australia, 6151

*Included for information purposes only. This entity has not been involved in the preparation of this Prospectus.

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This Prospectus is dated 23 January 2018 and was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

Eagle Mountain will apply to ASX within 7 days following the Prospectus Date for the Shares offered by this Prospectus to be listed for quotation by ASX. Eagle Mountain will not issue any Offer Securities on the basis of this Prospectus later than 13 months after the Prospectus Date.

Before applying for Offer Securities under this Prospectus, potential investors should carefully read this Prospectus so that they can make an informed assessment of:

the rights and liabilities attaching to the Offer Securities (including in the case of Options, the underlying Shares);
the assets and liabilities of Eagle Mountain; and
Eagle Mountain’s financial position, performance and prospects.

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

Eagle Mountain has not authorised any person to give any information or make any representation in connection with an Offer which is not contained in this Prospectus. Any information or representation not contained in this Prospectus should not be relied on as having been made or authorised by Eagle Mountain or the Directors.

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This Prospectus is subject to an exposure period of 7 days from the date of lodgement with ASIC pursuant to the Corporations Act. ASIC may extend this period by a further 7 days. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of deficiencies in this Prospectus, and in such circumstances, any Applications received during the Exposure Period may need to be dealt

with in accordance with section 724 of the Corporations Act.

This Prospectus will be available online at Eagle Mountain’s website, eaglemountain.com.au, or in hard copy upon request during the Exposure Period. Applications received during this time will not be processed until after the expiration of the Exposure Period and preference will not be conferred on such Applications.

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This Prospectus may be viewed in electronic form at eaglemountain.com.au by Australian investors only. If you receive the electronic form of this Prospectus you should ensure that you download and read the entire Prospectus. A paper copy of this Prospectus may be obtained free of charge on request during the Offer Period by calling the Share Registrar. The information on Eagle Mountain’s website, eaglemountain.com.au, does not form part of this Prospectus.

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Applications for Shares under the Share Offer may be made online by following the instructions on Eagle Mountain’s website at eaglemountain.com.au and completing a BPAY® payment, or on printed copies of an Application Form attached to or accompanying this Prospectus.

Applications for Options under the Option Offer may only be made on printed copies of an Application Form attached to or accompanying this Prospectus.

The Corporations Act prohibits any person from passing an Application Form to any other person unless it is attached to, or accompanied by, a hard copy of this Prospectus or a complete and unaltered electronic copy of this Prospectus.

An Application Form included in this Prospectus may only be distributed if it is included in, or accompanied by, a complete and unaltered copy of this Prospectus. Each Application Form contains a declaration that the investor has personally received the complete and unaltered Prospectus prior to completing an Application Form. Eagle Mountain reserves the right not to accept a completed

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Application Form if it has reason to believe that the Applicant has not received a Prospectus or that the Application Form has been altered or tampered with in any way.

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If you apply for Offer Securities, you will provide personal information to Eagle Mountain and the Share Registrar. Eagle Mountain and the Share Registrar will collect, hold and use your personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administration. Corporate and taxation laws require Eagle Mountain to collect some personal information. If you do not provide the information requested, your Application may not be able to be processed efficiently, or at all.

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Eagle Mountain has not taken any action to register or qualify Offer Securities or the Offers, or otherwise to permit a public offering of Offer Securities, in any jurisdiction outside Australia.

The distribution of this Prospectus (including in electronic form) in jurisdictions outside Australia may be restricted by law and therefore persons outside Australia who obtain this Prospectus should seek advice on, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation.

Residents of the United States of America

The Offer Securities have not been, and will not be, registered under the US Securities Act of 1993 as amended ( US Securities Act ), and may not be offered, sold or resold:

in the United States or to, or for the account or benefit of US Persons (as defined in Rule 902 under the US Securities Act) except in a transaction exempt from the registration requirements of the US Securities Act and applicable United States state securities laws; and
outside the United States, except to non-US persons in offshore transactions in compliance with Regulation S under the US Securities Act.

Residents of Hong Kong

WARNING: The contents of this Prospectus have not been reviewed by any regulatory authority in Hong

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Kong. You are advised to exercise caution in relation to the Offers. If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice.

This Prospectus has not been registered in Hong Kong and it has not been approved by the Securities and Futures Commission of Hong Kong under the Securities and Futures Ordinance (Chapter 571) of Hong Kong ( SFO ). This Prospectus and any other materials in connection with the offer or sale, solicitation or invitation for subscription, or purchase of Offer Securities may not be circulated or distributed, nor may the Offer Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Hong Kong, other than to the following:

to a ‘professional investor’ under the SFO;
in circumstances which will not result in this Prospectus constituting a ‘prospectus’ under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance.

By accepting this Prospectus, you agree to be bound by the disclaimers, limitations and restrictions described herein.

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The information in this Prospectus that relates to the geological description of Eagle Mountain’s assets and outline of previous mining and/or exploration work is based on information compiled by Dr Michael Cunningham, Mr Richard Preece and Mr Jeames McKibben. Dr Cunningham and Mr McKibben are each Members of the Australian Institute of Geoscientists. Mr McKibben and Mr Preece are each Members of the Australasian Institute of Mining and Metallurgy.

Dr Cunningham and Mr McKibben are both employed by SRK Consulting, and Mr Preece is employed by SRK Consulting (U.S.) Inc. Messrs Cunningham, McKibben and Preece each have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which being undertaking to each qualify as a ‘Competent Person’ as defined in the JORC Code. Messrs Cunningham, McKibben and Preece each consent to the inclusion in this Prospectus of the statements based on their information in the form and context in which they appear.

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This Prospectus contains forward-looking statements which incorporate an element of uncertainty or risk, such as ‘intends’, ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’ or ‘expects’. These statements have been prepared with all reasonable care and attention based on an evaluation of current economic and operating conditions, as well as assumptions regarding future events. These events are, as at the Prospectus Date, expected to take place, but there cannot be any guarantee that such events will occur as anticipated or at all given that many of the events are outside Eagle Mountain’s control. They may be affected by matters such as those outlined in Section 6.

Eagle Mountain and the Directors cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forwardlooking statements contained in this Prospectus will actually occur. Further, other than by lodgement of a replacement or supplementary prospectus during the Offer Period if required by law, Eagle Mountain may not update or revise any forward-looking statement if events subsequently occur or information subsequently becomes available that affects the original forward-looking statement.

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Capitalised terms and certain other terms used in this Prospectus are defined in the Glossary in Section 12.

References to “our”, “us” and “we” are references to Eagle Mountain.

References to “I”, “you” and “your” are references to the Applicant.

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References to “$”, “A$”, “AUD”, or “dollar” are references to Australian currency, unless otherwise stated.

References to “US$” are references to United States currency, unless otherwise stated.

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References to time relate to the time in Perth, Western Australia, unless otherwise stated.

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The Directors have considered the matters outlined in ASIC Regulatory Guide 170. Eagle Mountain will use the proceeds of the Offers for the purposes set out in Section 2.4. Given Eagle Mountain is an early stage company which does not have any trading history, reliable forecasts of any possible revenue and expenses cannot be prepared and accordingly the Directors have not included forecasts in this Prospectus.

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Photographs used in this Prospectus which do not have descriptions are for illustration purposes only and should not be interpreted to mean that any person shown endorses this Prospectus or its content. Diagrams are illustrative only and may not be drawn to scale. The people and assets depicted in photographs in this Prospectus are not employees or assets of Eagle Mountain unless specifically stated.

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Lodgement of Prospectus with ASIC	Tuesday, 23 January 2018
Expiry of Exposure Period	Wednesday, 31 January 2018
Opening Date of the Offers	Thursday, 1 February 2018
Closing Date of the Offers	Wednesday, 28 February 2018
Issue of Offer Securities under the Offers	Monday, 5 March 2018
Despatch of Holding Statements	Monday, 5 March 2018
Shares commence trading on ASX	Friday, 9 March 2018

The above timetable assumes that ASIC will extend the exposure period for one day, due to a national public holiday falling within the first seven days after the Prospectus Date. These dates are indicative only and subject to change. Eagle Mountain, acting in consultation with the Lead Manager, may vary these dates without notice, including whether to close an Offer early, extend an Offer, or accept late Applications, either generally or in particular cases, without notification. If you wish to submit an Application, you are encouraged to do so as soon as possible after the Opening Date as the Offers may close at any time without notice. The Opening Date will be affected by any extension of the Exposure Period.

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Price per Share under the Share Offer	$0.20	$0.20
Total Shares offered under the Share Offer	30,000,000	40,000,000
Cash proceeds of the Share Offer (before costs)	$6,000,000	$8,000,000

Price per Offer Option under the Option Offer	$0.001	$0.001
Offer Options offered under the Option Offer	4,500,000	4,500,000
Cash proceeds of the Option Offer (before costs)	$0 - $4,500	$4,500

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Investment opportunity	This is the first time that investors have the opportunity to invest in a
	public company exploring the highly prospective copper-gold region
	of Arizona since the Pacific Copper Mining Company listed in 1911 in
	Kansas City to develop the Pacific copper mine.
Consolidation of patented	This is the first time that all patented claims along the 6km of gossan
claims into a single entity	outcrop in the Pacific Horizon prospect have been consolidated
	under a single entity.
Modern exploration on	This is the first time that modern exploration has been carried out on
underexplored region	a largely underexplored region of Arizona.
Attractive location	The wholly-owned Silver Mountain Project sits on the northwest-
	southeast Laramide Arc, a geological feature containing world-class
	porphyry copper mines such as Bagdad, Miami and Resolution.
	It also lies on the southern extension of a northeast-southwest
	prospective metallogenic belt which hosts United Verde and Iron King.
Favourable geologic setting	The intersection of the above two trends results in a favourable
	geologic setting with high complexity and potential for multiple
	mineralisation styles, which are already being mapped, sampled and
	tested with geophysics.
Substantial exploration	Substantial work has been completed since Silver Mountain and Silver
work has already been	Mountain LLC assembled the land package in 2013. This includes a
undertaken	large airborne VTEM geophysical survey, ground magnetics, induced
	polarisation and resistivity surveys, geochemical and structural
	surveys, and extensive mapping and sampling. This work has led to
	the discovery of new areas of potential mineralisation and assisted to
	further define near-term drill targets.
Three individual prospects	Three main areas of interest have been identified for further
located in Silver Mountain	exploration:
Project	Pacific Horizon: Prospective for breccia-hosted copper, gold and
	silver, thought to be the target of the historic miners. It is expected
	that drilling will commence in the second half of 2018.
	Scarlett: Prospective for vein-hosted gold and porphyry copper
	mineralisation.
	Red Mule: Prospective for detachment-related gold and copper
	mineralisation.
Aggressive proposed	Many regional targets have been identified through detailed studies
exploration program	of regional scale geological, geophysical and geochemical datasets.
	Subject to the successful completion of the Offers, Eagle Mountain is
	proposing to carry out an aggressive exploration program over the
	next two years to fully evaluate the existing Silver Mountain Project
	land package and continue local and regional targeting.

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Exploration, geological and The success of Eagle Mountain depends on the delineation of development risks economically mineable reserves and resources, access to required development capital, movement in the price of commodities, maintaining title to Eagle Mountain’s Mining Claims and obtaining all consents and approvals necessary for the conduct of its exploration activities.

The actual costs of exploration may materially differ from Eagle Mountain estimates. Eagle Mountain cannot give any assurance that cost estimates and their underlying assumptions will be realised in practice. This may materially and adversely affect Eagle Mountain’s viability.

Future capital Eagle Mountain’s ongoing activities are likely to require substantial requirements further financing in the future, in addition to amounts raised pursuant to the Offers. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the Offer Price or may involve restrictive covenants which may limit Eagle Mountain’s operations and business strategy.

Reliance on key personnel Recruiting and retaining qualified personnel is important to Eagle Mountain’s success. Eagle Mountain has a small number of employees and may be adversely impacted by employees ceasing their employment with Eagle Mountain.

Commodity price In the event of exploration and development success, any future fluctuations revenue derived from the future sale of copper and gold will expose Eagle Mountain to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by numerous factors beyond the control of Eagle Mountain. These factors include world demand for commodities, forward selling by producers and the level of production costs. Moreover, prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, these commodities.

The information set out in the tables above is a selective overview of the key investment highlights and risks of investing in Eagle Mountain. Potential investors should read this Prospectus in its entirety (including the Independent Technical Report and the Project Tenure Report set out at Appendix 1 and 2 to this Prospectus) before deciding whether to apply for Offer Securities.

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Dear Investor,

The investment opportunity presented in this Prospectus is, in my view, rare and exciting.

Eagle Mountain offers the compelling combination of an experienced and dedicated management team and an advanced copper/gold exploration project in mining friendly Arizona, USA. Led by Mr Charles Bass, a highly respected and successful mining entrepreneur with over 40 years of experience in the mining exploration industry, Eagle Mountain intends to carry on the work he started several years ago.

The Silver Mountain copper/gold project in Arizona, USA is wholly owned by Eagle Mountain through its subsidiary Silver Mountain which was established in 2013 by Charles, who identified the project and spent a number of years and considerable expense putting it together.

There are several factors which I consider make this project a very attractive investment, including:

a history of mining high grade copper from the 1890s into the 1920s;
this is the first time that the fragmented land ownership along the main copper mining trend has been consolidated in one entity;
ownership of this trend is held in patented claims, which grant royalty-free surface and mineral rights with very low carrying costs;
a larger ground holding has been consolidated around the patented claims and has already demonstrated its exploration potential;
this is the first time that extensive modern exploration has been undertaken over the whole project area; and
the project sits at the intersection of a regional copper porphyry trend and a Proterozoic highgrade copper trend.

As detailed further in this Prospectus, recent results from samples taken from all exploration areas have already demonstrated good potential for copper and gold mineralisation and this provides us with significant encouragement to undertake further exploration. Eagle Mountain intends to undertake this exploration in a systematic and geologically sound manner to ensure that the potential of this enticing project is fully evaluated.

It is our intention to build Eagle Mountain into a sustainable and successful company, offering long term reward for Shareholders and other stakeholders. I invite you to carefully study this Prospectus with a view to understanding Eagle Mountain’s strategy, the exploration potential of its prospects and also the risks attached to an investment of this nature (details of which are set out in Section 6).

On behalf of the Board of Directors, it is my privilege and pleasure to present this Prospectus for Eagle Mountain’s initial public offer. I look forward to welcoming you as a shareholder of Eagle Mountain.

Yours faithfully,

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Date: 23 January 2018

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Who is the issuer of	Eagle Mountain Mining Limited (ACN 621 541 204),
this Prospectus?	referred to as “Eagle Mountain” in this Prospectus.
What is the purpose	The purpose of this Prospectus is:	Section 2.1
of this Prospectus and the Offers?	• to make the Share Offer to existing and prospective new investors and raise up to
	$8,000,000 (before costs);
	• to make the Option Offer to investors, as
	determined by the Lead Manager and raise
	up to $4,500 (before costs);
	• to satisfy the requirements for the admission
	of Eagle Mountain to the Official List of ASX
	which will enable efficient trading of Eagle
	Mountain’s Securities, as well as to increase
	access to additional future funding after the
	Offers; and
	• to position Eagle Mountain to meet its
	business objectives, being primarily to carry
	out its exploration program related to the
	Silver Mountain Project.

What does Eagle	Eagle Mountain’s primary aim in the short term is to	Section 3.1
Mountain do?	conduct further exploration over its wholly owned
	Silver Mountain copper-gold project in Arizona, USA.
	Eagle Mountain’s exploration strategy concentrates
	on working within well-endowed copper-gold districts,
	preferably in close proximity to existing copper or gold
	mines.
How is Eagle	Eagle Mountain owns 100% of Silver Mountain which	Section 3.1 and
Mountain’s	in turn owns 100% of Silver Mountain LLC, a limited	Section 3.2
corporate group	liability corporation incorporated in Arizona.
structured?	Silver Mountain LLC holds tenure over 100% of the
	Silver Mountain Project.

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	Eagle Mountain has established a new corporate
	entity named Silver Mountain Mining Operations Inc.
	to manage its business operations in Arizona, USA.
What is Eagle	The Silver Mountain Project encompasses three main	Section 3.2
Mountain’s Silver	prospects: Pacific Horizon, Scarlett and Red Mule.
Mountain Project	These prospects are located between 15 to 25
and where is it	kilometres from Crown King and are prospective for
located?	breccia-hosted copper, gold and silver, vein-hosted
	gold, porphyry copper and detachment-related gold
	and copper mineralisation.
	The Silver Mountain Project is located in Yavapai
	County, Arizona, USA and is situated approximately
	100 kilometres northwest of Phoenix. Access is via
	Phoenix on Interstate 17 to Route 59 at Bumble Bee,
	then unsealed Route 59 to the town of Crown King.
	From Crown King there are unimproved forest roads
	and tracks that lead to the Silver Mountain Project.
What is Eagle	Eagle Mountain’s strategy is to systematically explore	Section 3
Mountain’s business	the area of the Silver Mountain Project for commercial
model and strategy?	quantities of copper, gold and other minerals.
	If an economic discovery is made, it is Eagle
	Mountain’s intention to endeavour to develop the
	project and bring it into commercial production.
What are Eagle	Eagle Mountain’s business is dependent upon:	Section 8
Mountain’s key dependencies?	• funding:securing sufficient funding to undertake its ongoing exploration activities;
	• key personnel:attracting and retaining suitably
	skilled key management personnel;
	• tenure:maintaining title to the Mining Claims and
	obtaining title to any other claims or permits
	required to conduct its business operations; and
	• consents & approvals:obtaining all consents and
	approvals necessary for the conduct of its
	exploration activities.
What material	Eagle Mountain is a party to the following material	Section 8
contracts has Eagle	contracts:
Mountain entered into?	• the Share Sale Deed;
	• the Lead Manager Mandate;
	• an executive service agreement with each of its
	Chief Executive Officer and Chief Geologist;

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a Non-Executive Director engagement letter with each of its Non-Executive Directors;
a deed of indemnity, insurance and access with each Director and the Company Secretary;
a lease agreement for its business premises and a carpark licence agreement (the lessor and licensor is a company ultimately controlled by Mr Charles Bass, a Director of Eagle Mountain);
an administration services agreement with The Bass Group (Aus) Pty Ltd (a company ultimately controlled by Mr Charles Bass, a Director of Eagle Mountain); and

• the Employee Incentive Plan. In addition, Silver Mountain is a party to an exploration service agreement with Dragon’s Deep Exploration Inc., an Arizona corporation.

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What are the	Refer to the key investment highlights set out above	Investment
perceived	and in Section 3.	Highlights & Risks,
investment		Section 3
highlights and
benefits?
What are the key	Refer to the key investment risks set out above and in	Investment
investment risks?	Section 6.	Highlights & Risks,
		Section 6

What is Eagle	Eagle Mountain was incorporated in September 2017	Section 7
Mountain’s financial	and acquired Silver Mountain in December 2017.
position?	Silver Mountain was incorporated in May 2013.
	Accordingly, there is limited operating history and
	therefore limited historical financial performance on
	which an assessment of the prospects of Eagle
	Mountain can be made.
	Further financial information on Eagle Mountain and
	Silver Mountain is included in the Investigating
	Accountant’s Report at Section 7.
How will Eagle	Eagle Mountain does not intend to generate any	Section 3.5 and 3.6
Mountain generate	revenue in the near future as it will initially be solely
revenue?	undertaking exploration activities.

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Will Eagle Mountain	Eagle Mountain’s focus in the short to medium term is	Section 3.6
pay dividends?	to fund exploration and development on the Silver
	Mountain Project. Accordingly, Eagle Mountain does
	not have any plan or intention to pay a dividend in the
	immediate future.
	Payment of any future dividends will depend on Eagle
	Mountain’s future profitability and financial position.

Who are the	The Directors and key management of Eagle Mountain	Section 4
Directors and key	Mining Limited are:
management of Eagle Mountain?	• Charles Bass – Managing Director and Chief Executive Officer;
	• Rick Crabb – Non-Executive Chairman;
	• Roger Port – Non-Executive Director;
	• Brett Rowe – Alternate Director (for Charles
	Bass);
	• Fabio Vergara – Chief Geologist; and
	• Mark Pitts – Company Secretary.
What are the		Section 10.2 and
interests of	Various Directors hold direct and indirect interests in	Section 10.3
Directors and their	Securities of Eagle Mountain. These interests are
related parties in	detailed in Section 10.2.
Eagle Mountain?
	The Directors may participate in the Share Offer by
	subscribing for Shares on the same terms and
	conditions as other Applicants, as described in
	Section 10.3.
What payments and	The Directors are to receive the following key	Sections 8.5, 8.6,
benefits are to be	payments and benefits:	8.7 and 10.1
made or given to	• salary, benefits and incentives including
Directors?	Options to be provided to the Managing
	Director and Chief Executive Officer Charles
	Bass, under his executive service agreement
	with Eagle Mountain;
	• Directors’ fees and incentives including Options
	to be provided to the Non-Executive Directors
	and the Alternate Director;
	• the benefit of an indemnity from Eagle
	Mountain in respect of certain liabilities that the
	Directors may incur acting in that capacity; and
	• liability insurance premiums which are paid for
	by Eagle Mountain.

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What are the Offers?		Section 2.1.a. and
	For the offer to the public of 30,000,000 Shares at an	Section 2.2.a.
	issue price of $0.20 per Share to raise $6,000,000
	(before costs), with the ability to accept
	oversubscriptions of up to an additional 10,000,000
	Shares to raise an additional $2,000,000 (before
	costs).
	For the offer to investors, as determined by the Lead
	Manager of up to 4,500,000 Offer Options at an issue
	price of $0.001 per Offer Option to raise up to
	$4,500 (before costs).
Are the Offers	The Offers are not underwritten.	Section 2.1.d. and
underwritten?		Section 2.2.d.
What Securities		Section 9.1 and
being are being	The Share Offer is an offer of fully paid ordinary	Section 9.2
offered?	shares in Eagle Mountain (i.e. Shares).
	The Option Offer is an offer of Offer Options to
	subscribe for Shares, exercisable at $0.30 each on or
	before 3 years from the date of grant of the Offer
	Option.
How will the Offers		Section 2.6
affect the capital	If the Share Offer closes successfully, the number of
structure of Eagle	Shares on issue will increase from 52,500,001 to a
Mountain?	minimum of 82,500,001 and a maximum of
	92,500,001.
	If the Option Offer closes successfully, the number of
	Options on issue will increase from 11,500,000 to
	16,000,000.
	The Offers will not affect the number of Performance
	Rights on issue.
How will funds	Eagle Mountain intends to use the funds raised from	Section 2.4
raised from the	the Offers as follows:
Offers be used?	• to fund exploration on the Silver Mountain
	Project;
	• to enable its admission to the Official List of ASX;

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	• for working capital purposes; and
	• to pay for the costs of the Offers.
	These intended uses may be affected by new
	circumstances and financial requirements that arise.
	The Board reserves the right to vary the way in which
	funds are applied.
	Refer to Section 2.4 for a more detailed budget for
	Eagle Mountain’s use of funds.
Will the Shares be	Eagle Mountain will apply for quotation of the Shares	Section 2.16
quoted on ASX?	under the ASX code “EM2”.
Is there a minimum		Section 2.1.b. and
subscription	The minimum subscription amount for the Share	Section 2.2.b
requirement for the	Offer is $6,000,000. Shares will not be issued unless
Offers?	and until Applications for this amount are received.
	There is no minimum subscription requirement for
	the Option Offer.
What are the	The cash expenses of the Offers will be approximately:	Section 10.4
expenses of the Offers?	• $766,082 if only the minimum subscription is raised under the Share Offer; and
	• $938,182 if the full oversubscription amount of
	the Share Offer and full subscription under the
	Option Offer is raised.
Will any Offer		Section 2.9
Securities be subject	Shares issued under the Share Offer will not be
to escrow	subject to any escrow restrictions.
restrictions?
	Offer Options granted under the Option Offer may
	be subject to ASX imposed escrow restrictions for
	between 12 and 24 months from Eagle Mountain’s
	admission to ASX.
	Eagle Mountain anticipates that 31,429,226 Existing
	Shares (i.e. approximately 60% of Existing Shares),
	10,000,000 Existing Options (i.e. approximately 87%
	of Existing Options) and nil Existing Performance
	Rights will be subject to escrow restrictions as a
	condition of Eagle Mountain being listed of ASX.

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Are there any	The acquisition and disposal of Shares may have tax	Section 10.5
taxation	consequences for Applicants depending on their
consequences?	individual taxation circumstances and affairs.
	Each Applicant should consult their own taxation
	adviser for advice about any taxation consequences
	associated with subscribing for and disposing of
	Shares.
	Neither Eagle Mountain, the Directors nor the Lead
	Manager have given any advice regarding the taxation
	consequences of subscribing for Shares.
	To the extent permitted by law, Eagle Mountain, the
	Directors and Eagle Mountain’s advisers and officers,
	do not accept any responsibility or liability for any
	taxation consequences for persons subscribing for
	Shares.

Who can apply for	Members of the public may apply for Offer Securities	Section 2.13
Offer Securities	under either or both Offers.
under each Offer?
What is required to	This Prospectus is accompanied by separate	Section 2.11
apply for Offer Securities?	Application Forms for each Offer.	Application Forms
	Applicants who wish to apply for Shares under the
	Share Offer may do so online via Eagle Mountain’s
	website (eaglemountain.com.au) by completing the
	online Application Form attached to the electronic
	version of the Prospectus.
	Alternatively, Applicants may complete the
	Application Form accompanying this Prospectus for
	the Share Offer, in accordance with the instructions
	on that Application Form.
	Applicants who wish to apply for Offer Options under
	the Option Offer must complete the Application
	Form accompanying this Prospectus for the Option
	Offer.
	Applicants who apply for Shares online must
	complete a BPAY® payment, as outlined in Section
	2.11.

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	Applicants who submit an Application Form
	accompanying this Prospectus may complete a
	BPAY® payment, or alternatively a cheque or money
	order for the relevant Application Money must
	accompany the completed Application Form when
	submitted to Eagle Mountain.
Can an Offer be	Eagle Mountain reserves the right to withdraw an	Section 2.1 and
withdrawn?	Offer at any time before the issue of Offer Securities	Section 2.2
	to Applicants. If an Offer is withdrawn, Application
	Money will be refunded to Applicants in full without
	interest.

How can further	A person considering applying under an Offer should
information be	read this Prospectus in full and should consult their
obtained?	own qualified investment advisors if they have any
	questions.
	Certain information referred to in this Prospectus,
	including copies of Eagle Mountain’s corporate
	governance charters and policies, is available on
	Eagle Mountain website at eaglemountain.com.au.
How can Eagle	Eagle Mountain’s contact details for enquiries
Mountain be	regarding the Offers or this Prospectus are as follows:
contacted?	By telephone: +61 8 9316 9100
	By email: [email protected]
	By post: PO Box 3365
	Nedlands WA 6909
	Attention: Company Secretary
How can the Lead	The Lead Manager’s contact details are as follows:
Manager be contacted?	By telephone: +61 2 8651 7800 By email: [email protected]
	By post: Peloton Capital Pty Ltd
	Level 5, 56 Pitt Street
	Sydney NSW 2000
	By website: http://www.pelotoncapital.com.au
	Attention: Shannon Burman

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Subject to Section 2.13, the Share Offer under this Prospectus invites investors to participate in an offer of 30,000,000 Shares at $0.20 per Share to raise $6,000,000 (before costs).

All Shares issued pursuant to this Prospectus will be issued as fully paid and will rank equally in all respects with the Existing Shares. Further details of the rights attaching to Shares are set out in Section 9.1.

Eagle Mountain, in consultation with the Lead Manager, reserves the right to reject any Application or to allocate any Applicant fewer Shares than the number applied for.

Eagle Mountain reserves the right to withdraw the Share Offer at any time before Shares are issued under it.

Please refer to Section 2.11 for details on how to apply for Shares under the Share Offer.

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The minimum subscription for the Share Offer is $6,000,000 through the issue of 30,000,000 Shares.

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Eagle Mountain may accept oversubscriptions for up to an additional 10,000,000 Shares to raise up to an additional $2,000,000 (before costs).

If full oversubscription is reached under the Share Offer, Eagle Mountain will raise a total of $8,000,000 (before costs) from the issue of 40,000,000 Shares under the Share Offer.

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The Share Offer is not underwritten.

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The Share Offer is conditional upon all of the following events occurring:

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: the minimum subscription requirement of

$6,000,000 being satisfied within 3 months after the Prospectus Date (refer to Section 2.1(b)); and

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: ASX approving Eagle Mountain’s application for
admission to the Official List and Eagle Mountain receiving conditional approval for quotation of its Shares on the ASX within 3 months after the Prospectus Date (refer to Section 2.16).

If any of the above conditions to the Share Offer are not satisfied, Eagle Mountain will issue a supplementary or replacement prospectus to Applicants allowing them one month to withdraw their Applications and obtain a refund of their Application Money. Alternatively, Eagle Mountain may determine not to proceed with the Share Offer and will repay all Application Money received without interest in accordance with the Corporations Act.

If the Share Offer does not proceed, the Option Offer will also not proceed.

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Subject to Section 2.13, the Option Offer under this Prospectus invites investors to participate in an offer of up to 4,500,000 Offer Options at an issue price of $0.001 per Offer Option to raise up to $4,500 (before costs).

The Option Offer is a separate offer to the Share Offer. Applicants may submit an Application under the Share Offer, the Option Offer, or both.

All Offer Options granted pursuant to this Prospectus will entitle the holder to subscribe for 1 Share at an exercise price of $0.30 on or before 3 years from the date of grant of the Offer Option. The Offer Options will rank equally in all respects with all Existing Options.

Further details of the rights attaching to Offer Options are set out in Section 9.2.

Eagle Mountain, in consultation with the Lead Manager, reserves the right to reject any Application or to allocate any Applicant fewer Offer Options than the number applied for.

Eagle Mountain reserves the right to withdraw the Option Offer at any time before Options are issued under it.

Please refer to Section 2.11 for details on how to apply for Offer Options under the Option Offer.

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The Option Offer does not have a minimum subscription requirement. The Share Offer will not be affected if the Option Offer does not close fully subscribed.

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The Option Offer does not have an allocation for oversubscriptions.

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The Option Offer is not underwritten.

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The Option Offer is conditional upon all conditions to the Share Offer being satisfied (refer to Section 2.1.e).

If this condition is not satisfied, Eagle Mountain will issue a supplementary or replacement prospectus to Applicants allowing them one month to withdraw their Applications and obtain a refund of their Application Money. Alternatively, Eagle Mountain may determine not to proceed with the Option Offer and will repay all Application Money received without interest in accordance with the Corporations Act.

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The purpose of the Offers is to:

a. raise a minimum of $6,000,000 (and a maximum of $8,004,500) before costs to fund exploration activities in relation to the Silver Mountain Project;
b. provide Eagle Mountain with general working capital for corporate overhead and administration costs;
c. pay for the costs of the Offers; and
d. enable Eagle Mountain to list on ASX, and thereby provide a market for Shares and better enable Eagle Mountain to access capital markets.

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Eagle Mountain intends to use its available funds including cash on hand and the funds raised from the Offers as follows:

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Cash on hand (as at 31 December 2017)	$1,067,549	$1,067,549
Funds from the Offers	$6,000,000	$8,004,500
Total	$7,067,549	$9,072,049

Drilling	$2,900,000	$4,430,000
Assaying	$205,000	$310,000
Geophysics	$265,000	$405,000
Geology and geochemistry	$155,000	$240,000
Surveying and claim staking	$126,000	$187,000
Camp and site preparation	$160,000	$242,000
Tenure costs	$212,000	$212,000
Costs of the Offer	$766,082	$938,182
Less: Costs of the Offers paid as at 31	$(108,241)	$(108,241)
December 2017
Administration and working capital	$2,386,708	$2,216,108
Total	$7,067,549	$9,072,049

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Eagle Mountain has prepared a two year exploration budget assuming both minimum and maximum subscription scenarios under the Offers. Whilst Eagle Mountain considers that the amounts specified in the table above will be sufficient to carry out its exploration activities over this initial two year period, in the future, Eagle Mountain may seek additional capital to accelerate the exploration and development of the Silver Mountain Project. Refer to Section 3.5 below, and the Independent Technical Report at Appendix 1 to this Prospectus for further details of Eagle Mountain’s proposed 2 year exploration work program.
Costs of the Offers include Lead Manager fees and the other costs identified in Section 10.4.
Eagle Mountain has paid approximately $108,241 of the costs of the Offers at the Prospectus Date.
Administration and working capital costs comprises Eagle Mountain’s administration and overhead costs, and include operating expenses, accounting costs, auditing costs, insurance costs, legal costs, share registry costs, directors’ fees, ASX fees and regulatory compliance costs and expenses.
The stated use of funds is current as at the Prospectus Date. The use of funds may change depending on any intervening events or changes in Eagle Mountain’s circumstances. The Board reserves the right to change the way funds are used and applied.

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On completion of the Offers and the issue of Offer Securities Eagle Mountain will have enough working capital to carry out its objectives as stated in this Prospectus.

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On completion of the Offers, the capital structure of Eagle Mountain is expected to be as set out in the table below assuming both minimum and maximum subscription scenarios.

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Existing Shares	52,500,001 (63.6%)	52,500,001 (56.8%)
Shares to be issued under the Share Offer	30,000,000 (36.4%)	40,000,000 (43.2%)
Total Shares following	82,500,001 (100%)	92,500,001 (100%)
completion of the Share Offer

Existing Options	11,500,000 (100%)	11,500,000 (71.9%)
Offer Options to be granted	Nil (0%)	4,500,000 (28.1%)
under the Option Offer
Total Options following	11,500,000 (100%)	16,000,000 (100%)
completion of the Option Offer

Existing Performance Rights	75,000 (100%)	75,000 (100%)
Performance Rights granted under the Offers	Nil (0%)	Nil (0%)
Total Performance Rights	75,000 (100%)	75,000 (100%)
following completion of the Offers

The figures in the above table are indicative only and are subject to change.
The table above assumes that none of the Existing Options or Performance Rights are exercised.
The Existing Options include 7,000,000 Start-up Options and 4,500,000 Vendor Options. Eagle Mountain received Shareholder approval for the grant of a total of 5,500,000 Start-Up Options to Messrs Bass, Crabb, Port and Rowe at a general meeting of Eagle Mountain held on 15 January 2018.
The Option Offer does not have a minimum subscription requirement.
Eagle Mountain has adopted an Employee Incentive Plan under which options to acquire Shares and rights to acquire Shares (including Options and Performance Rights) may be issued. Refer to Section 8.8 for further details.
The number of Performance Rights may decrease if one or more performance milestones or vesting conditions (as applicable) are met. However, this Section assumes that none of the performance milestones or vesting conditions are met as at the completion of the Offers. Please refer to Section 9.3 for details regarding the Performance Rights.
Please refer to Section 2.8 regarding the potential dilutive effect on Shareholders’ interests on the issue of Shares if all Existing Options and Performance Rights are exercised.

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Eagle Mountain anticipates that the party in the table below will have a substantial holding (i.e. control 5% or more of the issued Shares) following the close of the Offers:

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Silver Mountain Nominee as trustee for the Silver Mountain Trust

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36,650,001

at Prospectus Date

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69.81%

at Prospectus Date

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36,650,001

of the Offers

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44.42%

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Minimum subscription

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39.62%

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Maximum subscription

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The party in the table above is an Existing Shareholder.
The table above does not include interests pursuant to Options, nor the potential holdings if Shares are issued on the exercise of Options.
The interests shown in the table above do not include any Shares that the party may subscribe for under the Share Offer.
The table above assumes that other Shares are not issued and that the party does not exercise any Options that they may hold.

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The table below sets out the potential dilutive effect on Shareholders if Shares are issued on exercise or vesting of all existing and proposed Options and Performance Rights.

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Exercise of Existing	82,500,001	11,500,000	94,000,001	13.94%
Options
Vesting / Exercise of	94,000,001	75,000	94,075,001	0.08%
Existing Performance
Rights

Exercise of Existing	92,500,001	11,500,000	104,000,001	12.43%
Options
Exercise of Offer	104,000,001	4,500,000	108,500,001	4.33%
Options
Vesting / Exercise of	108,500,001	75,000	108,575,001	0.07%
Existing Performance
Rights

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The interests shown in the table above assume that:

Options and Performance Rights are exercised in the order set out in the table; and
other Shares are not issued prior to the exercise date.

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Eagle Mountain does not anticipate that the Shares issued under the Share Offer will be subject to ASX imposed escrow restrictions and will therefore be freely transferable from the date of their issue.

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Eagle Mountain expects that all Offer Options granted under the Option Offer may be classified by ASX as “restricted securities” and subject to ASX imposed escrow restrictions as a condition of Eagle Mountain being admitted to the Official List of ASX.

If ASX determines that the Offer Options are “restricted securities”, the Offer Options (and any Shares issued on the exercise of Offer Options during the escrow period) will be required to be held in escrow for a period determined by ASX and a holder will not be able to sell, mortgage, assign or transfer them for the duration of the escrow period unless ASX otherwise provides its consent.

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Existing Shares classified by ASX as “restricted securities” will be required to be held in escrow for a period determined by ASX and a holder will not be able to sell, mortgage, assign or transfer them for the duration of the escrow period unless ASX otherwise provides its consent.

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Eagle Mountain expects that, if it is admitted to the Official List of ASX, the following Securities will be subject to ASX imposed escrow restrictions for the period set out in the table below.

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24 months from	17,109,226	10,000,000	Nil
admission to the
Official List
12 months from	14,320,000	Nil	Nil
issue of Security
Unrestricted	51,070,775	1,500,000	75,000
Totals	82,500,001	11,500,000	75,000

24 months from	17,109,226	10,000,000	Nil
admission to the
Official List
12 months from	14,320,000	4,500,000	Nil
issue of Security
Unrestricted	61,070,775	1,500,000	75,000
Totals	92,500,001	16,000,000	75,000

The table above assumes that none of the Applicants who receive Offer Options under the Option Offer will be a related party or promoter of Eagle Mountain for the purposes of the ASX Listing Rules and that the Offer Options are required to be held in escrow for 12 months from the admission of Eagle Mountain to the Official List of ASX.

The Securities in the table above include some or all of the Existing Securities issued to Directors, other related parties, promoters, seed capital investors and others prior to the Offers.

Eagle Mountain expects to announce to ASX the details of the Existing Securities which are classified by ASX as “restricted securities” and the escrow restrictions applicable to those Securities, prior to Shares commencing trading on ASX.

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Peloton Capital has been appointed by Eagle Mountain under the Lead Manager Mandate to manage the Offers.

Please refer to Section 8.4 for details of the terms under which the Lead Manager has been engaged by Eagle Mountain, including details of the fees payable by Eagle Mountain to the Lead Manager.

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Please refer to Sections 2.11(a)(i) and 2.11(a)(ii) below for details of how to submit an Application under the Share Offer and the Option Offer.

Brokerage or transfer/stamp duty is not payable in relation to either Offer.

Applicants who wish to apply under an Offer are urged to do so as soon as possible as either Offer may close early without notice.

Eagle Mountain, in consultation with the Lead Manager, reserves the right to accept a lesser amount to the total amount of Offer Securities applied for by an Applicant under an Application Form at its complete discretion.

A completed and submitted online Application Form, or an original, completed and lodged Application Form, together with evidence of a BPAY® payment or a cheque or money order for the Application Money constitutes a binding and irrevocable offer to subscribe for the number of Offer Securities specified in that Application Form. The Application Form does not need to be signed to be valid.

Eagle Mountain reserves the right to refuse a completed Application Form.

If an Application Form is not completed correctly or if the accompanying payment is for an incorrect amount, it may be treated by Eagle Mountain as valid at its discretion. The Directors' decision as to whether to treat such an Application as valid and how to construe, amend or complete an Application Form is final. However, an Applicant will not be treated as having applied for more Offer Securities than is indicated by the amount of Application Money.

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Applicants who wish to apply for Shares under the Share Offer may do so online by completing the Application Form attached to the electronic version of the Prospectus on Eagle Mountain’s website, eaglemountain.com.au, in accordance with the instructions set out on the website.

Applicants who wish to apply online must complete a BPAY® payment (or an EFT payment if specifically directed to do so by your broker). Please refer to Section 2.11(c) below for instructions on how to make a BPAY® payment.

Alternatively, Applicants may complete the Application Form accompanying this Prospectus for the Share Offer, in accordance with the instructions on that Application Form.

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If you submit an online Application and do not make a BPAY® payment (or EFT payment if applicable), your Application will be incomplete and will not be accepted.

Your online Application Form and payment must be completed and received by Eagle Mountain by no later than 5.00pm (WST) on the Closing Date.

Applications under the Share Offer must be for a minimum of 10,000 Shares at $0.20 totalling $2,000 and thereafter increments of 1,000 Shares at $0.20 each totalling $200.

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Applicants who wish to apply for Options under the Option Offer must complete the Application Form accompanying this Prospectus for the Option Offer.

Applications under the Option Offer must be for a minimum of 10,000 Offer Options at $0.001 totalling $10 and thereafter increments of 10,000 Offer Options.

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Unless an Applicant pays using BPAY® via Eagle Mountain’s online facility as outlined below, an Application Form must be accompanied by a personal cheque or money order, payable in Australian dollars, for an amount equal to the number of Offer Securities for which the Applicant wishes to apply, multiplied by the Offer Price of those Securities.

Cheques or money order must be made payable to “Eagle Mountain Mining Limited” and should be marked “Not Negotiable”.

Completed Application Forms and accompanying cheques or money orders must be received by Eagle Mountain before 5.00pm (WST) on the Closing Date at either of the following addresses:

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Eagle Mountain Mining Limited	Eagle Mountain Mining Limited
c/- Computershare Investor Services	c/- Computershare Investor Services
GPO Box D182	Level 11, 172 St Georges Terrace
Perth WA 6840	Perth WA 6000

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Applicants who submit an online Application for Shares under the Share Offer will receive a BPAY® biller code and unique customer reference number upon completion of the online Application Form.

Using these BPAY® details, to complete the BPAY® payment an Applicant must:

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access the Applicant’s participating BPAY® financial institution either through telephone or internet banking;

select to use BPAY® and follow the prompts;

enter the supplied biller code and unique customer reference number;

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enter the total amount to be paid which corresponds to the amount equal to the number of Shares for which the Applicant wishes to apply, multiplied by the Offer Price (i.e. $0.20) of those Shares;

select the account from which the payment will be deducted;

schedule the payment to occur on the same day that the online Application Form will be completed; and

record and retain the BPAY® receipt number and the date on which the payment was made.

BPAY® payments must be made from an Australian dollar account of an Australian financial institution.

Applicants should be aware that financial institutions may implement earlier cut-off times with regard to BPAY® or EFT payments. Applicants should therefore take this into consideration when making a payment. Applicants are responsible for ensuring that BPAY® payments (or EFT payments if applicable) are received by Eagle Mountain before 5.00pm (WST) on the Closing Date.

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Application Money will be held by Eagle Mountain on trust in accordance with the requirements of the Corporations Act until Offer Securities to which the Application Money pertains are issued under an Offer or a refund of Application Money occurs in the circumstances described in this Prospectus. Eagle Mountain will retain any interest earned on Application Money, including in the event of any refund of Application Money.

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This Prospectus does not constitute an offer of Offer Securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue this Prospectus or make the Offers.

Eagle Mountain has not taken any action to register or qualify the Offer Securities or an Offer, or otherwise to permit a public offering of the Offer Securities, in any jurisdiction outside Australia.

It is the responsibility of any Applicant who is resident outside Australia to ensure compliance with all laws of any country relevant to their Application, and any such Applicant should consult their professional adviser as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be issued Offer Securities. Return of a duly completed Application Form will constitute a representation and warranty by an Applicant that there has not been any breach of such regulations.

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Subject to ASX granting approval for Eagle Mountain to be admitted to the Official List of ASX, the allotment and issue of Offer Securities to Applicants will occur as soon as practicable after the relevant Closing Date for each Offer, following which Holding Statements will be despatched.

It is the responsibility of Applicants to determine their allocation prior to trading Offer Securities. Applicants who sell Offer Securities before they receive their Holding Statements do so at their own risk.

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Subject to the obligations set out in the Lead Manager Mandate, the Directors have the right to allocate Offer Securities at their discretion.

The Directors, in consultation with the Lead Manager, may reject any Application or allocate to any Applicant fewer Offer Securities than applied for.

The Directors, in consultation with the Lead Manager, will generally allocate Offer Securities at their discretion in the manner which they consider to be fair and reasonable, having regard to the requirements of the ASX Listing Rules that Eagle Mountain must have a prescribed minimum number of Offer Security holders that hold a marketable parcel of those Offer Securities.

If your Application is not accepted, or is accepted in part only, the relevant part of the Application Money will be returned to you without any accrued interest.

Certain Directors may participate in the Offers. Further details of the maximum number of Offer Securities that the Directors may subscribe for are set out in Section 10.3.

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Eagle Mountain will apply to ASX within 7 days after the Prospectus Date for ASX to admit Eagle Mountain to the ASX and for quotation of the Shares offered under this Prospectus (apart from any Shares that may be designated by ASX as “restricted securities”) on the Official List of ASX.

If approval for quotation of the Shares to be issued pursuant to this Prospectus is not granted within 3 months after the Prospectus Date, Eagle Mountain will not allot or issue any Shares and will repay all Application Money without interest as soon as practicable.

ASX does not take any responsibility for the contents of this Prospectus. The fact that ASX may admit Eagle Mountain to the Official List is not to be taken in any way as an indication of the merits of Eagle Mountain or Offer Securities offered pursuant to this Prospectus.

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Eagle Mountain will not apply for quotation of the Offer Options offered under this Prospectus. The Offer Options will remain a class of unquoted Options.

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Eagle Mountain will apply to participate in the Clearing House Electronic Sub-register System ( CHESS ), operated by ASX Settlement (a wholly owned subsidiary of ASX), in accordance with the ASX Listing Rules and ASX Settlement Rules. Eagle Mountain will operate an electronic issuer-sponsored subregister and an electronic CHESS sub-register. The two sub-registers together will make up Eagle Mountain’s principal register of its Securities.

Under CHESS, Eagle Mountain will not issue certificates to the holders of Securities. Instead, Eagle Mountain will provide holders with a Holding Statement (similar to a bank account statement) that sets out the number of Shares allotted and issued to them under this Prospectus.

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This holding statement also advises investors of either their Holder Identification Number ( HIN ) in the case of a holding on the CHESS sub-register or Security Holder Reference Number ( SRN ) in the case of a holding on the issuer sponsored sub-register.

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

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Eagle Mountain collects information about each Applicant from the Application Forms for the purpose of processing the Application and, if the Applicant is successful, for the purposes of administering the Applicant’s security holding in Eagle Mountain.

By submitting an Application Form, each Applicant agrees that Eagle Mountain may use the information in the Application Form for the purposes set out in this privacy disclosure statement.

Eagle Mountain and the Share Registrar may disclose an Applicant’s personal information for purposes related to the Applicant’s investment to their agents and service providers including those listed below or as otherwise authorised under the Privacy Act 1988 (Cth) ( Privacy Act ):

a. the Share Registrar for ongoing administration of Eagle Mountain’s register;
b. the Lead Manager for the purposes of the capital raising part of the Offers; and
c. the printers and the mailing house for the purposes of preparing and distributing Holding Statements and for the handling of mail.

If an Applicant becomes a security holder of Eagle Mountain, the Corporations Act requires Eagle Mountain to include information about the security holder (name, address and details of the Shares held) in its public register. This information must remain in Eagle Mountain’s register even if that person ceases to be a security holder of Eagle Mountain. Information contained in Eagle Mountain’s register is also used to facilitate distribution payments and corporate communications (including Eagle Mountain’s financial results, annual reports and other information that Eagle Mountain may wish to communicate to its security holders) and compliance by Eagle Mountain with legal and regulatory requirements.

If an Applicant does not provide the information required on the Application Form, Eagle Mountain may not be able to accept or process their Application.

Under the Privacy Act, a person may request access to their personal information held by (or on behalf of) Eagle Mountain or the Share Registrar. An Applicant can request access to their personal information by writing to Eagle Mountain through the Share Registrar.

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As Eagle Mountain’s business is at an early stage of development, there are significant uncertainties associated with forecasting future revenue. On this basis, the Directors, having considered ASIC regulatory guidance, do not believe that reliable forecasts can be prepared and accordingly have not included forecasts in this Prospectus.

Refer to Section 3 for further information about Eagle Mountain’s business and activities.

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Notwithstanding the above, this Prospectus includes, or may include, forward-looking statements including, without limitation, forward-looking statements regarding Eagle Mountain's financial position, business strategy, and plans and objectives for its Silver Mountain Project and future operations (including development plans and objectives), which have been based on Eagle Mountain's current expectations about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Eagle Mountain’s present and future business strategies and the environment in which Eagle Mountain will operate in the future.

Matters not yet known to Eagle Mountain or not currently considered material to Eagle Mountain may impact on these forward-looking statements. The forward-looking statements in this Prospectus reflect views held only as at the Prospectus Date. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this Prospectus might not occur. Investors are therefore cautioned not to place undue reliance on these statements.

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Eagle Mountain was incorporated on 6 September 2017 to acquire Silver Mountain and its wholly owned exploration assets in Arizona, USA.

Eagle Mountain now owns 100% of Silver Mountain which in turn owns 100% of Silver Mountain LLC, a limited liability company incorporated in Arizona, USA. Silver Mountain LLC retains tenure over 100% of the Silver Mountain Project. Eagle Mountain has established a new corporate entity named Silver Mountain Mining Operations Inc., to manage its business operations in Arizona, USA.

Dr Linus Keating, a consulting geologist from Tucson, Arizona first brought the prospective Pacific Horizon prospect to the attention of Mr Charles Bass in 2011. Silver Mountain and Silver Mountain LLC were incorporated in May 2013 for the purpose of acquiring the patented claims located in the Pacific Horizon area (which now form part of the Mining Claims) in central Arizona. At the time, there were three separate ownership groups of the patented claims along the Pacific Horizon. In 2013, Silver Mountain negotiated option agreements with each of the three ownership groups and after completing all option payments, the patented claims were acquired by Silver Mountain LLC in 2015.

Prior to its acquisition by Eagle Mountain, Silver Mountain had spent over $4 million on the Silver Mountain Project.

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The Silver Mountain Project is located in Yavapai County, Arizona, USA and is situated approximately 100 kilometres northwest of Phoenix. Access is via Phoenix on Interstate 17 to unsealed Crown King Road at Bumble Bee, then Forest Road 259 to the town of Crown King. From Crown King there are unimproved forest roads and tracks that lead to the Silver Mountain prospects, between 15 and 25 kilometres southwest of Crown King. Arizona is a globally significant copper province that hosts numerous world class copper mines. Refer to Figure 1 below for a detailed map of the location of the Silver Mountain Project.

The Silver Mountain Project area sits on the northwest-southeast Laramide Arc, a geological feature containing world-class porphyry copper mines such as Bagdad, Miami and Resolution. It also lies on the southern extension of a northeast-southwest prospective metallogenic belt which hosts United Verde and Iron King, two historical mines of volcanogenic massive sulphide ( VMS ) affinity. The intersection of these two trends results in a favourable geologic setting with high complexity and potential for multiple mineralisation styles, which are already being mapped, sampled and tested with geophysics.

Documented modern exploration of the Silver Mountain Project is limited to geophysical and mapping programs completed in the 1960s and 1970s and mapping and sampling by Dr Linus Keating in the early 1990s.

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Further details of the Silver Mountain Project are set out in this Section 3 and in the Independent Technical Report at Appendix 1 to this Prospectus. The Independent Technical Report includes a geological description of Eagle Mountain’s assets, an outline of previous mining and exploration activities and a commentary on Eagle Mountain’s proposed exploration program.

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Figure 1: Map showing the location of the Silver Mountain Project in Arizona, USA.

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The Silver Mountain Project encompasses three main prospects known as “ Pacific Horizon ”, “ Scarlett ” and “ Red Mule ” which are each 100% owned by Eagle Mountain through its wholly owned subsidiary Silver Mountain LLC. Each prospect is located between 15 to 25 kilometres from Crown King. These areas are reached via unsealed roads and tracks requiring access with all terrain vehicles. Travel times from Crown King vary between 1.5 to 2 hours each way. Refer to Figure 2 for a map showing the land tenure and local geology of these prospects.

Further information relating to each of these three prospects is set out below and in the Independent Technical Report at Appendix 1 to this Prospectus.

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Figure 2: Map showing the land tenure and local geology of the Pacific Horizon, Scarlett and Red Mule prospects.

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The Pacific Horizon prospect is located within 26 patented mining claims and 209 unpatented mining claims controlled by Eagle Mountain.

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The local geology of the Pacific Horizon prospect comprises a belt of Proterozoic metamorphic schists with a northeast-southwest strike. Latite porphyry dykes intrude the Proterozoic sequence. Minor siderite-calcite-quartz breccias outcrop along the Pacific Horizon prospect.

Anomalous copper, gold, silver and other base metals values are widespread along the horizon.

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Several historical high-grade copper mines were developed along the Pacific Horizon prospect from the 1890s to the 1920s, including Number 10, Copper Ash, Buffalo, Wellington and Pacific mines. Refer to Figure 3 for a map which shows the historical mine dump samples taken at each of these historic mines.

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Figure 3: Results of historical mine dump samples at the Pacific Horizon prospect.

Copper, gold and silver-bearing breccias occur on dumps near the entrance of historic mine shafts and tunnels within the Pacific Horizon prospect and are interpreted to be the focus of historic mining in the area.

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Whilst detailed production records are not available, ore from the Pacific Mine was reported to have averaged 10% copper and was carted uphill to the Crown King railway. Recent sampling of historical waste dumps returned high-grade copper, gold and silver mineralisation at several locations along the Pacific Horizon. Refer to Figure 4 for a photograph of the Pacific Mine waste dump.

In the 1960s and 1970s, various companies completed limited ground geophysics, mapping, drilling and sampling programs over the Pacific Horizon prospect.

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Figure 4: Photograph of the Pacific Mine waste dump.

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Since commencing exploration at the Pacific Horizon prospect in 2013, Silver Mountain LLC’s exploration activities have included the acquisition and staking of mining claims, verification and compilation of historical data, mapping, sampling and trenching and extensive geophysical programs including helicopter-borne magnetic and electromagnetic surveys and induced polarization/ resistivity surveys. Geochemical and structural studies have also been completed to improve the understanding of mineralisation sources and controls. Several coincident geological, geochemical and geophysical anomalies have been identified.

Historic mine waste dump samples collected by Silver Mountain LLC in the Pacific Horizon prospect have assayed as high as 11.1% Cu, 10.7 g/t Au and 251 g/t Ag.

Refer to Section 3.3 for further details of the exploration activities conducted by Silver Mountain LLC at the Pacific Horizon prospect.

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Eagle Mountain considers the Pacific Horizon prospect to be prospective for brecciahosted copper, gold and silver mineralisation with Iron Oxide Copper Gold (IOCG) affinity and for VMS base metals mineralisation.

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The Scarlett prospect is located immediately west of the Pacific Horizon prospect within 133 unpatented mining claims and 3 Arizona state exploration permits controlled by Eagle Mountain.

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A northwest-southeast fault divides the Scarlett prospect into two domains. To the northeast of the fault, Proterozoic granitoides host a swarm of gold-bearing quartz veins. To the southwest, Tertiary volcanic rocks overlay a basal conglomerate unit resting on Proterozoic basement. Latite dykes with a northeast strike cross the area.

Gold mineralisation up to 80 g/t Au is hosted in the sulphide-bearing quartz veins. These veins have a northeast-southwest strike occurring in a corridor of approximately 1,500 metres by 300 metres which is subparallel to the regional fault.

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Small scale mining at the Scarlett prospect was carried out intermittently between the 1860s and 1950s. The Silver Dollar mine was discovered in the 1860s. Several historical adits and small workings are scattered throughout the area. No modern exploration has been reported on the property prior to the establishment of Silver Mountain and Silver Mountain LLC.

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Since commencing exploration at the Scarlett prospect in 2014, Silver Mountain LLC’s exploration activities have included the staking of unpatented mining claims and Arizona state exploration permits, reconnaissance mapping and sampling, helicopterborne magnetic and electromagnetic surveys, ground magnetics and induced polarization/resistivity surveys. Geochemical and structural studies have also been completed to improve the understanding of mineralisation sources and controls.

Vein samples collected by Silver Mountain LLC assayed up to 86 g/t Au.

Refer to Figure 5 for a map showing the location of rock chip samples taken by Silver Mountain at the Scarlett prospect.

Refer to Section 3.3 for further details of the exploration activities conducted by Silver Mountain LLC at the Scarlett prospect.

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Figure 5: Map showing the location of rock chip samples taken by Silver Mountain at the Scarlett prospect.

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Eagle Mountain considers the Scarlett prospect to be prospective for vein-hosted gold and porphyry copper mineralisation.

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The Red Mule prospect is located to the south of the Scarlett prospect and immediately west of the southern end of the Pacific Horizon prospect, within 2 Arizona state exploration permits controlled by Eagle Mountain.

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The Red Mule prospect straddles the Proterozoic basement to the northeast and Tertiary cover to the southwest. The Proterozoic basement is the southern extension of the Pacific Horizon. Tertiary rocks include a basal conglomerate with frequent red staining and volcanics. A northwest-southeast fault system with significant brittle deformation characterises the local geology. Extensive iron-oxide, clay and sericite alteration occurs in the fault zones.

Anomalous copper values are widespread and gold values up to 7.6 g/t Au have been sampled from mafic dykes at the Red Mule prospect.

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Eagle Mountain is not aware of any historical mining or exploration activities having been conducted at the Red Mule prospect.

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Since commencing exploration at the Red Mule prospect in 2015, Silver Mountain LLC’s exploration activities have included mapping, sampling and trenching and geophysical programs including helicopter-borne magnetic and electromagnetic surveys. Geochemical and structural studies have also been completed to improve the understanding of mineralisation sources and controls. Several geochemical anomalies have been identified along the fault system crossing the Red Mule prospect, including extensive hematite alteration.

Refer to Section 3.3 for further details of the exploration activities conducted by Silver Mountain LLC at the Red Mule prospect.

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Eagle Mountain considers the Red Mule prospect to be prospective for detachment fault-related gold and copper mineralisation as well as porphyry copper mineralisation.

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The Silver Mountain Project comprises the following portfolio of mining exploration assets:

26 patented claims;
342 unpatented claims; and
5 Arizona state exploration permits.

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Figure 6: Map showing the location of the patented claims, unpatented claims and Arizona state exploration permits held by Silver Mountain LLC and controlled by Eagle Mountain.

Patented claims are private lands granted by the United States federal government, which grant both surface and mineral rights to the holder, with no royalties or other conditions attached (however an annual property tax is payable to the relevant County). The claim holder owns the entire mineral estate, and receives special rights to follow veins at depth outside the vertical projection of surface boundaries of the patented claims.

Silver Mountain LLC’s 26 patented claims are situated in the Pacific Horizon area in Yavapai County, Arizona, and do not provide for the payment of any royalties or other future payments to any third party (including the former owners).

Unpatented claims provide the holder with the exclusive right to mine the claim area, but unlike patented claims the claim holder does not secure any title to the property. Unpatented claims are subject to an annual rental payment of US$155 per claim and can be held by the holder for as long as the annual rental payments are made on a timely basis.

Silver Mountain LLC’s 342 unpatented lode mining claims are situated in the Pine Grove and Black Rock Mining Districts in Yavapai County, Arizona. These claims attract a combined annual rental fee of US$53,010.

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Arizona state exploration permits provide the holder with the right to conduct exploration activities over the permit area, but not the right to mine. These permits are subject to an annual holding fee of US$500 and a rental fee of US$1.00 per acre for the first five years, and impose annual exploration expenditure requirements on the holder. Should a decision to mine the permit area be made, the holder must then apply for a mineral lease.

The total area covered by Silver Mountain LLC’s 5 Arizona state exploration permits is 2,340 acres. The combined annual exploration expenditure requirement for these permits is US$46,800.

Further information on the land titles system in Arizona and the nature and status of the Mining Claims controlled by Eagle Mountain are included in the Independent Technical Report and the Project Tenure Report set out at Appendix 1 and Appendix 2 to this Prospectus.

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Prior to commencing any land-disturbing exploration activities on the area of any of its Mining Claims, Eagle Mountain is required under the laws of Arizona and the United States to obtain all relevant government permits.

In respect of land the subject of patented claims, notice of drilling must be provided and a State well permit must be obtained to drill holes. The process to obtain a State well permit is relatively straightforward and generally takes less than 30 days. No other permits are required to conduct exploration activities on land the subject of patented claims.

In respect of land the subject of unpatented claims or Arizona state exploration permits, a State well permit must be obtained in relation to every drill hole (but a single permit can be granted over multiple drill holes). In relation to other land-disturbing activities such as line cutting for ground geophysical surveys, various other permits may be required to be obtained depending upon the type of activity being undertaken. The process to obtain these permits is generally relatively straightforward and does not usually take significant time (i.e. usually approximately 90 days or less).

If exploration activities are to be conducted on land the subject of unpatented claims or Arizona state exploration permits that is United States Forest Service land, additional permits are required. If the activities are expected to create significant land disturbance, it may take up to 180 days to obtain the relevant permits.

Eagle Mountain has allocated a portion of funds in its two year exploration budget to obtain the required permits to conduct its proposed exploration activities. Refer to Section 3.4 for further details.

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Since its acquisition of the Silver Mountain Project in 2013, Silver Mountain LLC has carried out the exploration activities described in the table below. Please also refer to the Independent Technical Report and the JORC Code disclosures contained therein for additional information.

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Ground acquisition & staking

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The acquisition of 26 patented claims covering the Pacific Horizon prospect was concluded in mid-2015.
342 unpatented claims were staked, comprising 209 unpatented claims around the patented claims along the Pacific Horizon prospect in early 2014 and an additional 133 unpatented claims in the Scarlett prospect in mid-2014.
In late 2017 5 unpatented claims were surrendered and 5 new unpatented claims covering substantially the same area were staked.
5 Arizona state exploration permits covering the Scarlett and Red Mule prospects were granted in May 2014.

Geophysical surveying

Helicopter-borne magnetic and versatile time domain electromagnetics (VTEM) surveys were completed over the Pacific Horizon, Scarlett and Red Mule prospects in 2013 and 2014.
Historical geophysical surveys were re-processed in 2014.
Re-processing of public domain magnetic and radiometric geophysical data was completed in 2014.
Ground magnetic surveying was completed at the Scarlett prospect in 2014.
IP/resistivity geophysical surveys were completed at the Pacific and Scarlett prospects in 2014 and 2015.
Limited gravity and radiometric surveys were completed over the Scarlett prospect in 2014 and 2015.
Processing and modelling of existing local datasets was completed in 2015 and 2016.

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Geology • Historical data (2013-2014) and public domain data (20142015) were compiled.
• Reconnaissance work and sampling was undertaken from 2013-2017.
Mapping and sampling was undertaken from 2014-2017.
Trenching/panel sampling across the Pacific Horizon and Red Mule prospects was undertaken in 2014-2015.
Regional re-interpretation of geophysical, geological and structural data was undertaken in three phases in 2014-2015.
Local and regional targeting was undertaken in 2015.
A structural study was undertaken in 2017.
Geochemical surveying • A geochemical review of the entire Silver Mountain Project was undertaken in 2015.
A geochemical re-processing of regional geochemical datasets was undertaken in 2015.
A biogeochemistry trial was undertaken in 2016.

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Eagle Mountain’s proposed exploration program will initially focus on:

preparing and establishing an exploration camp at the Silver Mountain Project;
improving access to the Silver Mountain Project by upgrading tracks and roads, water capture and storage; and
obtaining the required permits to conduct exploration activities on the land the subject of the Mining Claims from the authorities in Arizona (refer to Section 3.2.g. above).

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Subsequent to the above preparation work, Eagle Mountain proposes to undertake the exploration activities described in the table below.

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Gold targets studies	Geological mapping and geochemical sampling, shallow
	IP/resistivity, ground magnetic and deep IP/resistivity
	geophysical surveying in order to improve definition of
	the gold anomalies at depth and the current
	understanding of the mineralised system.

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Phase 1 drilling	To test IP/resistivity geophysical anomalies, VTEM
	geophysical anomalies, geochemical anomalies from
	historical and Eagle Mountain sampling programs along
	the Pacific Horizon. Scout drilling at the Scarlett prospect
	targeting the exposed gold vein system is also proposed.
Phase 2 drilling	Testing of the known gold veins at the Scarlett prospect
	and follow-up drilling at the Pacific Horizon prospect.
Regional work	Ground-truthing of regional targets defined from
	geological, geophysical and geochemical studies, ground
	research and staking of most prospective areas.

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Eagle Mountain is proposing to conduct the following specific exploration activities in relation to each of its three prospects:

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Pacific Horizon	Planned drilling at the Pacific Horizon prospect will test
	targets generated in the vicinity of historical workings and
	coincident geophysical and geochemical anomalies along
	the Pacific Horizon prospect.
	The uppermost 15-20m of the gossan is leached, and to
	test mineralisation at depth including interpreted
	structures, the next step is to drill the identified targets.
Scarlett	As additional work is required to define drilling targets,
	the exploration program will initially focus on additional
	geophysics (induced polarization / resistivity, ground
	magnetics, gravity) and detailed mapping and sampling
	of the outcropping gold-bearing veins.
	A drilling program will be planned to test the targets
	generated by this preparatory exploration work.
Red Mule	Additional mapping and sampling programs are
	proposed at the Red Mule prospect to assess the extent
	and endowment of the mineralised structures to be
	followed by ground geophysics to define drill targets.

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Eagle Mountain intends to use a portion of the funds raised from the Offers and its existing cash balances to execute its strategy to systematically explore the Silver Mountain Project for commercial quantities of copper, gold and other minerals.

Eagle Mountain has prepared a two-year exploration budget assuming both minimum and maximum subscription scenarios under the Offers. The proposed budget is set out in Section 2.4 above and is also discussed and considered in the Independent Technical Report at Appendix 1 to this Prospectus.

Eagle Mountain anticipates that the proposed budget will enable Eagle Mountain to carry out the following activities over the next two years:

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Geology
Geophysics
Drilling
Regional
Ground acquisition
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
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Eagle Mountain does not currently have any material debt or finance facilities in place.

In the future, Eagle Mountain may require additional funding to carry out its activities, and may seek additional capital to accelerate the exploration and development of the Silver Mountain Project depending upon the success of its initial exploration program.

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Eagle Mountain does not have a dividend policy as it is not currently earning any profits and does not foresee payment of dividends in the near future. The Board will review this from time to time having regard to Eagle Mountain’s financial position and business objectives.

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The Board presently comprises three Directors and one Alternate Director. Biographies of the Directors are detailed below.

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B.Sc. Geology, M.Sc. Mining Engineering/ Mineral Processing, FAICD, FAusIMM, FAIG

Charles Bass completed his B.Sc. in Geology at Michigan Technological University, followed by a M.Sc in Mining Engineering & Mineral Processing at Queen’s University, Canada. Between his degrees Charles worked as a geologist and then Plant Metallurgist at a copper-gold mine in northern Quebec.

Charles joined AMAX Inc, an American mining company in their Head Office in 1976 and came to Perth in 1978. Between 1980 to 1981, AMAX had him work in Tuscon, Arizona at the Twin Buttes copper mine. Charles returned to Australia and established his first company, Metech Pty Ltd in late 1981.

Charles established Eagle Mining Corporation in 1992 with Tony Poli and was responsible for the deal that led to the discovery of the very successful Nimary Gold Mine. Eagle Mining Corporation won both Explorer of the Year and then Developer of the Year at Diggers and Dealers conference and was subject to a hostile takeover in 1997.

Charles then co-founded Aquila Resources Ltd with Tony Poli in 2000 and helped transition it from a gold explorer to iron ore and coal before it too was subject to a hostile $1.4 billion takeover in 2014 at the hands of a joint bid between Baosteel and ASX listed Aurizon.

Today, Charles is very active in philanthropy and is the founder and Chairman of the Centre of Entrepreneurial Research and Innovation, a charitable organisation working with post-graduate researchers in fostering a start-up culture for high knowledge and high value industry in WA.

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B. Juris (Hons), LLB, MBA, FAICD

Rick Crabb holds degrees of Bachelor of Jurisprudence (Honours), Bachelor of Laws and Master of Business Administration from the University of Western Australia. He practised as a solicitor from 1980 to 2004 with Robinson Cox (now Clayton Utz) and Blakiston & Crabb (now Gilbert + Tobin) specialising in mining, corporate and commercial law, and advised in relation to numerous project developments in Australia and Africa.

Rick has since focused on his public company directorships and investments. He has been involved as a director and strategic shareholder in a number of successful public companies including Gasgoyne Gold Mines Ltd and Otto Energy Ltd. He is currently also a director of Thundelarra Ltd and Chairman of Paladin Energy Limited (subject to a deed of company arrangement). Paladin was placed into administration on 3 July 2017 and is now subject to a deed of company arrangement with its creditors.

Rick was a councillor on the Western Australian Division of the Australian Institute of Company Directors from 2008 to 2017.

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BA, FCA, SF Fin, FAICD
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Roger Port was a partner of PricewaterhouseCoopers from 1997 to 2016. He has 30 years experience in financial analysis, company and business valuations, transaction due diligence and mergers and acquisitions and led the PricewaterhouseCoopers Perth Deals team from 2009 to 2016. He has had significant experience in the resources sector in his career and jointly led the PwC Australia Deals Energy & Mining industry group for five years.

Roger is a graduate of Macquarie University and gained a Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia. He is a Fellow of Chartered Accountants Australia and New Zealand, a Senior Fellow of the Financial Services Institute of Australasia and a Fellow of the Australian Institute of Company Directors.

Roger is a board member of the Harry Perkins Institute of Medical Research and Guildford Grammar School Foundation.

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BComm, MAcc, GAICD
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Brett Rowe has over 20 years experience in the financial services industry and is a graduate of the Australian Institute of Company Directors. He holds a Bachelor of Commerce degree and a Masters of Accounting.

Brett is a director and the chief executive officer of The Bass Group, as well as a director of The Bass Family Foundation and Silver Mountain. Brett is responsible for managing the global financial interests of the Bass Family, as well as The Foundation’s ongoing support of education and health in disadvantaged children and youth in regional Western Australia.

Brett is also a director of the Centre for Entrepreneurial Research and Innovation Limited (CERI). CERI aims to assist the growth of WA’s non-mining industry through a strong innovation base where highknowledge start-up company formation can be accelerated. This is achieved through the co-creation of a WA-based venture capital industry.

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The Board considers that Rick Crabb and Roger Port are independent Directors because they are free from any business or other relationship with Eagle Mountain that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of their judgement as Directors.

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MSc, BSc, MAusIMM

Fabio is a geologist with 9 years experience in the mining industry. He holds a Bachelor of Science in Geology and Master of Science in Structural Geology from the University of Milan, Italy. He specialises in structural geology, 3D modelling and project generation.

Fabio has been involved in base metals and gold exploration projects in Australia with ASX-listed and private companies and has gained worldwide experience across most commodities while working at a large mining consultancy. In 2014 Fabio joined The Bass Group focussing on the development of the Silver Mountain Project and assisting the family office in the technical due diligence of investment opportunities in the mining industry.

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B.Bus, FCA, GAICD

Mark Pitts is a Partner in Corporate Advisory firm Endeavour Corporate, and has over 30 years experience in business administration and corporate compliance. Having started his career with KPMG in Perth, Mark has worked at a senior management level in a variety of commercial and consulting roles including mining services, healthcare and property development. The majority of the past 15 years has been spent working for or providing services to publicly listed companies in the junior resources sector.

Mark is a registered company auditor and holds a Bachelor of Business Degree from Curtin University, is a Fellow of Chartered Accountants Australia and New Zealand and is a graduate of the Australian Institute of Company Directors.

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Eagle Mountain’s corporate governance policies and procedures have been designed to be consistent with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3[rd] edition) ( ASX Recommendations ), and are outlined below.

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The Board is responsible for the overall corporate governance of Eagle Mountain, and it recognises the need for the highest standards of ethical behaviour and accountability. The Board is committed to administering its corporate governance structures to promote integrity and responsible decision making.

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The Constitution requires Eagle Mountain to have a minimum number of 3 Directors. The maximum number of Directors is fixed by the Board but may not be more than 10, unless the members of Eagle Mountain in a general meeting resolve otherwise.

The relevant provisions in the Constitution, the Corporations Act and the ASX Listing Rules determine the terms and conditions relating to the appointment and termination of Directors. All Directors, other than the Managing Director, are subject to re-election by rotation every 3 years.

Identification of potential Board candidates includes consideration of the skills, experience, personal attributes and capability to devote the necessary time and commitment to the role.

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Set out in the table below is a list of Eagle Mountain’s corporate governance charters and policies and a brief description of the purpose of each. Copies of the charters and policies are in the Corporate Governance section of Eagle Mountain’s website at eaglemountain.com.au.

As Eagle Mountain’s activities develop in size, nature and scope, the implementation of additional corporate governance policies will be given further consideration.

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Board Charter	Sets out the various responsibilities of the Board with regard to the
	overall operation and stewardship of Eagle Mountain.
Code of Conduct	The Code of Conduct aims to develop a consistent understanding
	of, and approach to, the desired standards of conduct and
	behaviour of the Directors, officers, employees and consultants in
	carrying out their roles for Eagle Mountain.

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Continuous Disclosure and The purpose of the Continuous Disclosure and Market Market Communications Communications Policy is to: Policy

(a) ensure that Eagle Mountain, as a minimum, complies with its continuous disclosure obligations under the Corporations Act and the ASX Listing Rules and, as much as possible, seeks to achieve best practice;
(b) provide Shareholders and the market with timely, direct and equal access to information issued by Eagle Mountain; and
(c) promote investor confidence in the integrity of Eagle Mountain and its Securities.

Securities Trading Policy

The Securities Trading Policy states the requirements for all Directors, senior executives, employees and consultants of Eagle Mountain dealing in Eagle Mountain’s Securities.

Shareholder The Shareholder Communications Policy states the processes Communications Policy through which Eagle Mountain will endeavour to ensure timely and accurate information is provided to all Shareholders and the broader market.

Risk Management Policy The purpose of the Risk Management Policy is to:

(a) provide a framework for identifying, assessing, monitoring and managing risk;
(b) communicate the roles and accountabilities of participants in the risk management system; and
(c) highlight the status of risks to which Eagle Mountain is exposed, including any material changes to Eagle Mountain’s risk profile.

Audit Policy The Audit Policy states the roles and responsibilities of the Board in performing its function to oversee Eagle Mountain’s internal and external audit matters. The primary role of the function is to:

(a) monitor the integrity and quality of interim and annual financial reporting and disclosures;
(b) identify key business, financial and regulatory risks; (c) monitor compliance with relevant laws, regulations, standards and codes;
(d) monitor the adequacy of the internal control framework; and
(e) monitor the integrity of internal and external audit.

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Nomination and	The Nomination and Remuneration Policy sets out the Board’s policy
Remuneration Policy	and procedures for nomination and remuneration of officers and
	senior management, including in relation to the Chief Executive
	Officer, to ensure that they are fair and meet market conditions.
Diversity Policy	Eagle Mountain has adopted a Diversity Policy to encourage the
	creation of a workplace where well qualified management are
	appointed and with a corporate culture of diversity in composition
	of executives, management and employees.

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Eagle Mountain sets out below its “if not, why not” report in relation to those matters of corporate governance where Eagle Mountain’s practice departs from the ASX Recommendations to the extent that they are currently applicable to Eagle Mountain.

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Eagle Mountain has adopted a Board Charter which discloses the roles and responsibilities of the Board and senior management.

Yes

A listed entity should disclose:

(a) the respective roles and responsibilities of its board and management; and

Under the Board Charter, the Board is responsible for the overall operation and stewardship of Eagle Mountain, including charting the direction, strategies and financial objectives for Eagle Mountain, monitoring the implementation of those policies, strategies and financial objectives, and monitoring compliance with regulatory requirements and ethical standards.

(b) those matters expressly reserved to the board and those delegated to management.

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A listed entity should:

(a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and

Yes

Eagle Mountain will conduct specific checks of candidates prior to their appointment or nomination for election by Shareholders.

Eagle Mountain will include in its notices of meeting a brief biography of each Director who stands for election or reelection.

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(b) provide security holders with all material information relevant to a decision on whether or not to elect or reelect a director.

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Yes

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

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The biography sets out the relevant qualifications and professional experience of the nominated Director for consideration by Shareholders. This information is also included on Eagle Mountain’s website.

Eagle Mountain engages or employs its Directors and other senior executives under written agreements setting out key terms and otherwise governing their engagement or employment by Eagle Mountain.

The Chief Executive Officer is employed pursuant to a written employment agreement with Eagle Mountain and each Non-Executive Director is engaged under a letter of appointment.

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The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

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A listed entity should:

(a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

Yes

The Company Secretary reports directly, and is accountable, to the Board through the Chairman in relation to all governance matters.

The Company Secretary advises and supports the Board members on general governance matters, implements adopted governance procedures, and coordinates circulation of meeting agendas and papers.

Eagle Mountain has adopted a Diversity Policy.

The Diversity Policy sets out the beliefs, goals and strategies of Eagle Mountain with respect to diversity within Eagle Mountain.

Eagle Mountain sets measurable objectives for achieving diversity.

(b) disclose that policy or a summary of it; and

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(c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either:

(1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

No Eagle Mountain does not have in place a formal process for evaluation of the A listed entity should: Board, its committees and individual (a) have and disclose a process Directors. for periodically evaluating the The small size of the Board and the performance of the board, its nature of Eagle Mountain’s activities committees and individual make the establishment of a formal directors; and performance evaluation strategy (b) disclose, in relation to each unnecessary. Performance evaluation is reporting period, whether a a discretionary matter for consideration performance evaluation was by the entire Board and in the normal undertaken in the reporting course of events the Board will review period in accordance with that performance of senior management, process. Directors and the Board as a whole.

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Eagle Mountain has in place a formal process for evaluation of its key executives.

Yes

A listed entity should:

(a) have and disclose a process for periodically evaluating the performance of its senior executives; and

Performance of key executives are measured annually and assessed against performance criteria set by the Board.

Following admission to ASX, Eagle Mountain will disclose if a performance evaluation has been conducted.

(b) disclose in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

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Eagle Mountain does not have a nomination committee at this stage. The Board considers that, given the current size and scope of Eagle Mountain’s operations, efficiencies or other benefits would not be gained by establishing a separate nomination committee.

The board of a listed entity should:

(a) have a nomination committee which:
(1) has at least three members, a majority of whom are independent directors; and

The full Board, which comprises one Executive Director and two NonExecutive Directors, considers the matters and issues that would otherwise be addressed by a nomination committee in accordance with Eagle Mountain’s Nomination and Remuneration Policy.

(2) is chaired by an independent director,

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

Under the Board Charter, candidacy for the Board is based on merit against objective criteria with a view to maintaining an appropriate balance of skills and experience. As a matter of practice, candidates for the office of Director are individually assessed by the Chairperson and the Chief Executive Officer before appointment or nomination to ensure that they possess the relevant skills, experience or other qualities considered appropriate and necessary to provide value and assist in advancement of Eagle Mountain’s operations.

(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the

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board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

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A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

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Yes

A listed entity should disclose:

(a) the names of the directors considered by the board to be independent directors;

(b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and

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Yes

A majority of the board of a listed entity should be independent directors.

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The Board intends to reconsider the requirement for, and benefits of, a separate nomination committee as Eagle Mountain’s operations grow and evolve.

Eagle Mountain does not currently have a skills or diversity matrix in relation to the Board members. The Board considers that such a matrix is not necessary given the current size and scope of Eagle Mountain’s operations. The Board may adopt such a matrix at a later time as Eagle Mountain’s operations grow and evolve.

Disclosure of the names of Directors considered by the Board to be independent will be provided in the annual report.

The current independent Directors are Rick Crabb and Roger Port. Details of the Directors' interests, positions, associations and relationships are provided in this Prospectus.

The length of service of each Director will be provided in the annual report and is, at the Prospectus Date, as follows:

Rick Crabb – since 6 September 2017;
Charles Bass (and Brett Rowe) – since 6 September 2017; and
Roger Port – since 6 September 2017.

The Board is comprised of a majority of independent directors.

There are currently two Directors who satisfy the criteria for independence for the purposes of ASX Recommendation 2.3, being Rick Crabb and Roger Port.

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Yes The Chairman of the Board (Rick Crabb) The chair of the board of a listed is an independent Director. entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. No Eagle Mountain does not currently have a formal induction program for new A listed entity should have a Directors nor does it have a formal program for inducting new professional development program for directors and provide appropriate existing Directors. The Board does not professional development opportunities for directors to consider that a formal induction program is necessary given the current size and develop and maintain the skills and scope of Eagle Mountain’s operations. knowledge needed to perform their role as directors effectively. All Directors are generally experienced in Company operations, albeit in different aspects (e.g. operations, finance, corporate governance etc), and have listed company experience. Some of the current Directors are also directors of other listed companies. The Board seeks to ensure that all of its members understand Eagle Mountain’s operations. Directors also attend, on behalf of Eagle Mountain and otherwise, technical and commercial seminars and industry conferences which enable them to maintain their understanding of industry matters and technical advances.

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					The Board believes that the success of
A listed entity	should:				Eagle Mountain has been and will
(a) have a code of conduct for its directors, senior executives					continue to be enhanced by a strong ethical culture within the organisation.
and employees;		and			Accordingly, Eagle Mountain has
(b) disclose	that	code	or	a	established a Code of Conduct which sets
summary	of it.				out the standards with which the
					Directors, officers, employees and
					consultants of Eagle Mountain are
					expected to comply in relation to the
					affairs of Eagle Mountain's business and
					when dealing with each other,
					Shareholders and the broader
					community.

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The Code also outlines the procedure for reporting any breaches of the Code and the possible disciplinary action Eagle Mountain may take in respect of any breaches.

In addition to their obligations under the Corporations Act in relation to inside information, all Directors, employees and consultants have a duty of confidentiality to Eagle Mountain in relation to confidential information they possess.

In fulfilling their duties, each Director dealing with corporate governance matters may obtain independent professional advice at Eagle Mountain’s expense after consultation with the Chairman.

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Eagle Mountain has not established a separate audit committee.

Yes

The board of a listed entity should:

(a) have an audit committee which:

The audit function is performed by the full Board pursuant to the Audit Policy.

(1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

The Board does not consider that a separate audit committee is necessary given the current size and scope of Eagle Mountain’s operations and its Board.

(2) is chaired by an independent director, who is not the chair of the board,

and disclose:

(3) the charter of the committee;
(4) the relevant qualifications and experience of the members of the committee; and
(5) in relation to each reporting period, the number of times the committee met throughout the period and

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the individual attendances of the members at those meetings; or

(b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

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As a matter of practice, Eagle Mountain obtains declarations from its Chief Executive Officer and Company Secretary before its financial statements are approved substantially in the form referred to in Recommendation 4.2.

Yes

The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

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Yes It is Eagle Mountain’s practice to request that its external auditor attend each annual general meeting of Eagle Mountain and be available to answer questions from Shareholders in relation to the conduct of the audit and the preparation and content of the auditor’s report.

A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

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Yes Eagle Mountain has adopted a Continuous Disclosure Policy.

A listed entity should: (a) have a written policy for

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complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.

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Eagle Mountain is a “disclosing entity” pursuant to section 111AR of the Corporations Act and, as such, is required to comply with the continuous disclosure requirements of Chapter 3 of the Listing Rules and section 674 of the Corporations Act.

Eagle Mountain is committed to observing its disclosure obligations under the Corporations Act and its obligations under the Listing Rules. All announcements provided to ASX will be posted on Eagle Mountain’s website. Yes Information about Eagle Mountain, including its corporate governance and A listed entity should provide information about itself and its copies of its various corporate governance policies and charters, is governance to investors via its website. available on Eagle Mountain’s website. Yes Eagle Mountain has adopted a Shareholder Communications Policy, the A listed entity should design and purpose of which is to facilitate the implement an investor relations effective exercise of Shareholders’ rights program to facilitate effective twoby communicating effectively with way communication with investors. Shareholders, giving Shareholders ready access to balanced and understandable information about Eagle Mountain and its corporate strategies and making it easy for Shareholders to participate in general meetings of Eagle Mountain. Eagle Mountain communicates with Shareholders: • following admission to ASX, through releases to the market via the ASX; • through Eagle Mountain’s website; • through information provided directly to Shareholders; and • at general meetings.

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	Yes	Eagle Mountain supports Shareholder
A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.		participation in general meetings and seeks to provide appropriate mechanisms for such participation, including by ensuring that meetings are held at convenient times and places to encourage Shareholder participation.
		In preparing for general meetings of
		Eagle Mountain, Eagle Mountain will draft
		the notice of meeting and related
		explanatory information so that they
		provide all of the information that is
		relevant to Shareholders in making
		decisions on matters to be voted on by
		them at the meeting. This information will
		be presented clearly and concisely so
		that it is easy to understand and not
		ambiguous.
		Eagle Mountain will use general meetings
		as a tool to effectively communicate with
		Shareholders and allow Shareholders a
		reasonable opportunity to ask questions
		of the Board of Directors and to
		otherwise participate in the meeting.
		Mechanisms for encouraging and
		facilitating Shareholder participation will
		be reviewed regularly to encourage the
		highest level of Shareholder
		participation.
	Yes	Eagle Mountain considers that
A listed entity should give security holders the option to receive communications from, and send		communicating with Shareholders by electronic means is an efficient way to distribute information in a timely and
communications to, the entity and		convenient manner.
its security registry electronically.		Eagle Mountain provides new
		Shareholders with the option to receive
		communications from Eagle Mountain
		electronically and Eagle Mountain
		encourages them to do so. Existing
		Shareholders are also encouraged to
		request communications electronically.
		All Shareholders that have opted to
		receive communications electronically
		are provided with notifications by Eagle
		Mountain when an announcement or

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other communication (including an annual reports and notice of meeting) is uploaded to the ASX announcements platform.

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The board of a listed entity should:

(a) have a committee or committees to oversee risk each of which:
(1) has at least three members, a majority of whom are independent directors; an
(2) is chaired by an independent director,
and disclose
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

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Eagle Mountain does not have a separate risk management committee. The Board is responsible for supervising management’s framework of control and accountability systems to enable risk to be assessed and managed in accordance with Eagle Mountain’s Risk Management Policy.

Yes

The Board considers that, given the current size and scope of Eagle Mountain’s operations and that only one Director holds an executive position in Eagle Mountain, efficiencies or other benefits would not be gained by establishing a separate risk management committee at present.

As Eagle Mountain’s operations grow and evolve, the Board will reconsider the appropriateness of forming a separate risk management committee. However, Eagle Mountain has adopted a Risk Management Policy for Eagle Mountain. The purpose of the policy is to:

provide a framework for identifying, assessing, monitoring & managing risk;
communicate the roles and accountabilities of participants in the risk management system; and
• highlight the status of risks to which Eagle Mountain is exposed, including any material changes to Eagle Mountain’s risk profile.

Further, the Board is responsible for the following under the policy:

risk management and oversight of internal controls;
establishing procedures which provide assurance that business risks are identified, consistently

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assessed and adequately addressed; and • for the overseeing of such procedures.

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Yes

The board or a committee of the board should:

(a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and
(b) disclose, in relation to each reporting period, whether such a review has taken place.

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Yes

A listed entity should disclose:

(a) if it has an internal audit function, how the function is structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

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Yes

A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

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The Board has responsibility for the monitoring of risk management and will review Eagle Mountain’s risk management framework on an annual basis to ensure Eagle Mountain’s risk management framework continues to be effective.

Disclosure of the outcome of the annual risk management review will be included in the annual report.

Eagle Mountain does not currently have an internal audit function.

The Chief Executive Officer is charged with evaluating and considering improvements to Eagle Mountain’s risk management and internal control processes on an ongoing basis.

The Board considers that an internal audit function is not currently necessary given the current size and scope of Eagle Mountain’s operations.

As Eagle Mountain’s operations grow and evolve, the Board will reconsider the appropriateness of adopting an internal audit function.

Eagle Mountain’s primary activity is mineral exploration. These activities do not expose Eagle Mountain to any particular economic, environmental or social sustainability risks not faced by all other participants in the mineral exploration industry in the United States.

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Yes

The board of a listed entity should:

(a) have a remuneration committee which:

(1) has at least three members, a majority of whom are independent directors; and

(2) is chaired by an independent director,

and disclose:

(3) the charter of the committee;
(4) the members of the committee; and

(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

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Yes

A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

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Eagle Mountain has not established a separate remuneration committee.

The role of the remuneration committee is undertaken by the full Board. The Board considers that, given its current size and that only one Director holds an executive position in Eagle Mountain, efficiencies or other benefits would not be gained by establishing a separate remuneration committee.

Eagle Mountain will set out the remuneration paid or provided to Directors and senior executives annually in the remuneration report contained within Eagle Mountain’s annual report to Shareholders. The full Board determines all compensation arrangements for Directors. It is also responsible for setting performance criteria, performance monitors, share option schemes, incentive performance schemes, superannuation entitlements, retirement and termination entitlements and professional indemnity and liability insurance cover.

As Eagle Mountain’s operations grow and evolve, the Board will reconsider the appropriateness of forming a separate remuneration committee.

Eagle Mountain’s policies and practices regarding the remuneration of Executive and Non-Executive Directors and other senior executives will be set out in the remuneration report contained in Eagle Mountain’s annual report for each financial year.

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Yes

A listed entity which has an equitybased remuneration scheme should:

(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and
(b) disclose that policy or a summary of it.

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Eagle Mountain’s Securities Trading Policy sets out the circumstances in which Eagle Mountain’s directors, executives, employees, contractors, consultants and advisors ( Designated Persons ) are prohibited from dealing in Eagle Mountain’s securities.

The policy provides that where a Designated Person is entitled to equitybased remuneration arrangements, that Designated Person must not at any time enter into a transaction (e.g. writing a call option) that operates or is intended to operate to limit the economic risk of holdings of unvested Eagle Mountain securities or vested Eagle Mountain Securities which are subject to a holding lock.

The Directors note that there is no market for exchange-traded options in respect of Eagle Mountain’s Securities and, for all practical purposes, there is no capacity for scheme participants to directly limit the economic risk associated with their holdings of Eagle Mountain Securities pursuant to Eagle Mountain’s equity-based remuneration scheme.

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Investors wishing to subscribe for Offer Securities should read this Prospectus in its entirety in order to make an informed assessment of the effect of the issue of Offer Securities on Eagle Mountain and the rights attaching to Offer Securities offered by this Prospectus.

Investors should carefully consider whether Offer Securities in Eagle Mountain are an appropriate investment for them and should appreciate that the price of Eagle Mountain’s Securities can fall as well as rise.

Offer Securities offered by this Prospectus should be viewed as speculative and whilst the Directors commend the Offers, investors should be aware of, and take into account, the risk factors involved.

This Section is not intended to be an exhaustive list of the considerations to be taken into account by investors in deciding whether to subscribe for Offer Securities, nor all of the risk factors to which Eagle Mountain is exposed. Some of these risks can be mitigated by the use of safeguards and appropriate systems and actions, but many are outside the control of Eagle Mountain and cannot be mitigated.

There are risks associated with investing in any form of business and with investing in the share market generally. All investors should consult their professional advisers if they are in any doubt as to any aspect of this Prospectus, the Offer or any other matter relating to an investment in Eagle Mountain.

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The following risks have been identified as being key risks specific to an investment in Eagle Mountain. These risks have the potential to have a significant adverse impact on Eagle Mountain and may affect Eagle Mountain’s financial position, prospects and price of its listed securities.

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Eagle Mountain’s success depends to a significant extent upon its key management personnel, as well as other employees and technical personnel including sub-contractors. Eagle Mountain has a small management team. The loss of the services of Eagle Mountain’s key personnel could have an adverse effect on Eagle Mountain at this early stage of development, particularly as finding an effective replacement may be difficult.

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On listing on ASX, Eagle Mountain will be a small company in terms of its market capitalisation. Investment in its Shares will be regarded as speculative and Eagle Mountain will have a narrow Shareholder base. As a consequence, there is a risk, particularly in times of share market turbulence or negative investor sentiment, that there will not be a highly liquid market for Eagle Mountain’s Shares or that the price of Eagle Mountain’s Shares may decrease considerably. There may be relatively few buyers or sellers of securities on ASX at any given time and the market price may be highly volatile. This may result in Shareholders wishing to sell their Shares in Eagle Mountain in circumstances where they may receive considerably less than the price paid under the Share Offer (where applicable).

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Eagle Mountain’s ongoing activities are likely to require substantial further financing in the future, in addition to amounts raised pursuant to the Offers. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the Offer Price or may involve restrictive covenants which may limit Eagle Mountain’s operations and business strategy.

Although the Directors believe that additional capital can be obtained, there cannot be any assurance that appropriate capital or funding, if and when needed, will be available on terms favourable to Eagle Mountain or at all. If Eagle Mountain is unable to obtain additional financing as needed, it may be required to reduce, delay or suspend its operations which may result in a material adverse effect on Eagle Mountain’s activities and its ability to continue as a going concern.

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Eagle Mountain and Silver Mountain have incurred operating losses since their inception and do not have a significant history of business operations. It is therefore not possible to evaluate Eagle Mountain’s prospects based on past performance. Since Eagle Mountain intends to conduct further exploration activities on the Silver Mountain Project, the Directors anticipate making further losses in the foreseeable future.

While the Directors have confidence in the future revenue-earning potential of Eagle Mountain, there can be no certainty that Eagle Mountain will achieve or sustain profitability or achieve or sustain positive cash flow from its operating activities.

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Mineral exploration, development and mining activities are high-risk undertakings and there can be no assurance that any exploration or development activity in regard to Eagle Mountain’s current properties, or any properties that may be acquired in the future, will result in the discovery or exploitation of an economic resource.

Mineral exploration, development and mining may be hampered by circumstances beyond the control of Eagle Mountain and are speculative operations which by their nature are subject to a number of inherent risks, including the following:

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Mineral exploration and development is a speculative and high risk activity that requires large amounts of expenditure over extended periods of time and may be impeded by circumstances and factors beyond Eagle Mountain’s control. Eagle Mountain’s ability to succeed in this process involves (amongst other things):

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discovery and proving-up, or acquiring, an economically recoverable mineral resource or reserve;

access to adequate capital throughout the acquisition/discovery and project development phases of a mineral exploration project;

maintaining title to the Silver Mountain Project area;

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obtaining required development consents and approvals necessary for the acquisition, exploration, development and production phases of the project; and

accessing the necessary experienced operational staff, the applicable financial management and recruiting skilled contractors, consultants and employees.

The exploration program determined by the Directors is based upon the Directors’ best professional assessment and estimates which have been based on limited geological information available in relation to the area of the Silver Mountain Project. There can be no assurance that the application of these funds on the forthcoming exploration program, or subsequent exploration program, will result in the realisation of Eagle Mountain’s objectives such as the discovery of an economic mineral resource. Even if an apparently viable mineral resource is identified, there is no guarantee that it can be economically exploited. Conclusions drawn during mineral exploration are subject to the uncertainties associated with all sampling techniques and to the risk of incorrect interpretation of geological, geochemical, geophysical, drilling and other data.

By their nature, the estimates and assumptions on which Eagle Mountain’s exploration program is based are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. No assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect Eagle Mountain’s viability.

Eagle Mountain’s exploration activities are subject to all the hazards and risks normally encountered in the exploration of minerals, including but not limited to:

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geological and climatic conditions;

operational and technical risks (as outlined in Section 6.3.b.);

changes in laws, regulations and government policy; and

risks associated with operating in remote areas and other similar considerations.

Whether positive income-flows result from exploration and development expenditure incurred by Eagle Mountain is dependent on many factors including successful exploration, establishment of production facilities, cost control, commodity price movements, successful contract negotiations for production and stability in the local political environment.

In addition, significant expenditure may be required to establish necessary metallurgical and mining processes to develop and exploit any mineral reserves identified on the Silver Mountain Project or any other project area operated by Eagle Mountain in the future. There can be no assurance that Eagle Mountain will have sufficient working capital or resources available to do this.

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The operations of Eagle Mountain may be affected by various factors, including but not limited to:

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failure to locate or identify mineral deposits;

failure to achieve predicted grades in exploration and mining;

operational and technical difficulties encountered in mining;

insufficient or unreliable infrastructure, such as power, water and transport;

difficulties in commissioning and operating plant and equipment;

mechanical failure or plant breakdown;

unanticipated metallurgical problems which may affect extraction costs;

adverse weather conditions;

industrial and environmental accidents;

industrial disputes and labour shortages; and

unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

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Eagle Mountain’s potential earnings will be largely derived from the sale of mineral commodities (including gold and base metals). Accordingly, Eagle Mountain’s future revenues and cash flow will be impacted by fluctuations in the price and available markets of these commodities. Any future revenue derived through any future sales of valuable minerals exposes the potential income of Eagle Mountain to commodity price risks.

Commodity prices fluctuate and may be affected by numerous factors beyond the control of Eagle Mountain including:

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current and expected future supply and demand for relevant commodities in the region and globally;

forward-selling by producers;

the level of production costs in major commodity-producing regions;

macroeconomic factors such as expectations regarding inflation and interest rates; and

the development of new technologies including any substitute products in relation to the current uses of particular commodities.

Changes in commodity prices may have a positive or negative effect on Eagle Mountain’s project development, plans and activities, including its ability to fund those activities. Eagle Mountain cannot provide any assurance as to the prices it will achieve for any mineral commodities it produces. Any substantial decline in the price of those commodities or in transport or distribution costs may have a material adverse effect on Eagle Mountain and the value of its Securities.

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Eagle Mountain’s financial statements are expressed in Australian dollars. International prices of most commodities are denominated in United States dollars and some of the expenditure incurred by Eagle Mountain will also be denominated in United States dollars and Canadian dollars. This will expose Eagle Mountain to the fluctuations and volatility of the rate of exchange between the United States dollar, Canadian dollar and the Australian dollar, subject to any currency hedging Eagle Mountain may undertake. The exchange rate is affected by numerous factors beyond the control of Eagle Mountain, including international markets, interest rates, inflation and the general economic outlook.

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The operations and proposed activities of Eagle Mountain are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, Eagle Mountain’s proposed activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. Such impact can give rise to substantial costs for environmental rehabilitation, damage, control and losses.

The potential environmental impacts of Eagle Mountain’s proposed activities could be expected to require statutory approvals to be obtained by Eagle Mountain. There is no guarantee that such approvals would be granted and failure to obtain any environmental approvals that may be required from relevant government or regulatory authorities may impede or prevent Eagle Mountain from undertaking its planned activities. If there are environmental rehabilitation conditions attaching to the Mining Claims of Eagle Mountain, failure to meet such conditions could also lead to forfeiture of the Mining Claims (or any additional mining claims, permits or other interests held by Eagle Mountain in the future). Eagle Mountain will attempt to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

Eagle Mountain is unable to predict the impact of any changes to environmental laws, regulations or policies that may be adopted in the future. Eagle Mountain cannot guarantee that any new environmental laws, regulations or stricter enforcement policies, once implemented, will not result in significant increases in Eagle Mountain’s expenses and could have a material adverse effect on Eagle Mountain and the value of its Securities.

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Interests in exploration and mining claims and permits in Arizona are governed by the mining laws of Arizona and the United States and are evidenced by the granting of patented mining claims, unpatented mining claims and Arizona state exploration permits.

Each mining claim and permit is subject to various conditions which must be complied with, including an annual property tax in respect of patented mining claims, an annual rental payment in respect of unpatented mining claims, and a specific term of grant and annual expenditure conditions in respect of Arizona state exploration permits.

Eagle Mountain will follow the mandated processes under the relevant Arizona and United States legislation to ensure continuity of its mining tenure and planned activities. However, Eagle Mountain could lose title to, or its interest in, the Mining Claims (or any additional mining claims, permits or other interests acquired by Eagle Mountain in the future) if the conditions attaching to the claim or permit are not satisfied.

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In addition, while patented and unpatented mining claims grant the holder the exclusive right to mine the claim area, Arizona state exploration permits may not provide exclusive access to the permit area as other co-existing permits or mineral leases may exist. If a commercial discovery is made on a conflicting permit or lease and the holder proposes to commence mining operations, this may result in part of Eagle Mountain’s permit area being “cordoned off” which could potentially restrict the development rights of Eagle Mountain in order to accommodate the development of the other resource. Whilst no permits or leases have been granted which conflict with Eagle Mountain’s permits at the Prospectus Date, there can be no assurance that conflicting permits or leases will not be granted in the future.

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The industry in which Eagle Mountain will be involved is subject to domestic and global competition. Some of the competing companies have greater financial and other resources than Eagle Mountain and, as a result, may be in a better position to compete for future business opportunities. While Eagle Mountain will undertake all reasonable due diligence in its business decisions and operations, Eagle Mountain will have no influence or control over the activities or actions of its competitors. As such, there can be no assurance that Eagle Mountain will be able to compete effectively with these companies.

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The business activities of Eagle Mountain are subject to various general economic and investment risks that may impact on the future performance of Eagle Mountain. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of Eagle Mountain and cannot be mitigated. There are a number of general economic and investment risk factors that apply to companies generally and may include economic, financial, market or regulatory conditions. These risk factors include, but are not limited to, the following:

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Economic conditions, both domestic and global, may affect the performance of Eagle Mountain. Factors such as fluctuations in currencies, commodity prices, inflation, interest rates, supply and demand and industrial disruption may have an impact on operating costs and share market prices. Eagle Mountain’s future possible revenues and Share price can be affected by these factors, all of which are beyond the control of Eagle Mountain and its Directors.

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Shares listed on the securities market, and in particular securities of small companies at any early stage of commercial development, can experience extreme price and volume fluctuations that are often unrelated to the operating performances of such companies. The market price of securities may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. These security market conditions may affect the value of Eagle Mountain’s quoted Shares regardless of Eagle Mountain’s operating performance.

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General factors that may affect the market price of securities include economic conditions in both Australia and internationally, investor sentiment, local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity prices, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia, and changes in exchange rates.

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Any material adverse changes in relevant government policies or legislation of Australia or internationally may affect the viability and profitability of Eagle Mountain, and consequent returns to investors.

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The Offer Securities offered pursuant to this Prospectus should be considered speculative due to the nature of Eagle Mountain’s business. There is no guarantee as to payment of dividends, return of capital or the market value of Shares. In particular, the price at which an investor may be able to trade Shares may be above or below the price paid for those Shares.

Prospective investors must make their own assessment of the likely risks and determine whether an investment in Eagle Mountain is appropriate having regard to their own particular circumstances.

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

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Other risk factors include those normally found in conducting business, including litigation resulting from the breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel, non-insurable risks, delay in resumption of activities after reinstatement following the occurrence of an insurable risk and other matters that may interfere with the business or trade of Eagle Mountain.

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Set out below are summaries of various contracts entered into by Eagle Mountain (or its wholly owned subsidiary Silver Mountain) which are or may be material to the Offers or the operation of the business of Eagle Mountain or otherwise are or may be relevant to a potential investor in Eagle Mountain.

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Eagle Mountain, Silver Mountain Nominee, Silver Mountain and Silver Mountain LLC entered into the Share Sale Deed on 27 November 2017.

Pursuant to the Share Sale Deed, on 7 December 2017:

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Eagle Mountain acquired 100% of the issued shares in Silver Mountain; and

Silver Mountain became a wholly owned subsidiary of Eagle Mountain.

The material terms of the Share Sale Deed are as follows:

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Agreement Silver Mountain Nominee agreed to sell all of the shares in Silver Mountain to Eagle Mountain, in consideration for Eagle Mountain issuing 37,500,000 Shares and 4,500,000 Options exercisable at $0.30 each on or before 3 years from the date of grant to Silver Mountain Nominee.

Seller Warranties Silver Mountain Nominee, Silver Mountain, and Silver Mountain LLC gave a number of warranties in favour of Eagle Mountain, including the following:

no other securities on issue : Silver Mountain has no securities on issue in addition to the Silver Mountain shares transferred to Eagle Mountain under the terms of the deed;
wholly owned subsidiary : Silver Mountain LLC is a wholly owned subsidiary of Silver Mountain;
ownership of Mining Claims : Silver Mountain LLC owns 100% of the legal and beneficial interests in the Mining Claims free from any encumbrances;
licences & approvals : Silver Mountain and Silver Mountain LLC hold all permits, licenses, authorities, registrations and approvals necessary for properly carrying on the mining exploration business of Silver Mountain and Silver Mountain LLC, and are not aware of any circumstance or fact which may result in the revocation, variation or non-renewal of any such permits, licenses, authorities, registrations and approvals;

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solvency and litigation : neither Silver Mountain Nominee, Silver Mountain, nor Silver Mountain LLC are subject to an insolvency event, or involved in any litigation or other proceeding; and
standard warranties : a number of other warranties which are generally considered standard for this type of agreement, including warranties in relation to incorporation, compliance with laws and regulations, capital structure, and financial liabilities.
Indemnity Under the terms of the deed, Silver Mountain Nominee agreed to indemnify Eagle Mountain from and against all losses arising out of or in connection with a breach of a Silver Mountain Nominee warranty. Silver Mountain Nominee also agreed to indemnify Eagle Mountain from and against certain United States and Australian taxation liabilities which may arise in connection with the acquisition.

The deed otherwise contains terms and conditions considered standard for a deed of this nature.

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Eagle Mountain entered into an Administration Services Agreement with The Bass Group (Aus) Pty Ltd ( Bass Group ) on 6 December 2017 under which Eagle Mountain agreed to appoint Bass Group to temporarily provide corporate and administration management services and facilities to Eagle Mountain until Eagle Mountain’s own offices have been established and the requisite office personnel engaged.

Bass Group is an entity controlled by Charles Bass, the Managing Director and Chief Executive Officer of Eagle Mountain.

The material terms of the agreement are as follows:

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Services Bass Group will provide Eagle Mountain with the following services, as required by Eagle Mountain:

shared access to Bass Group’s office IT and telecommunications equipment and access to third party provided communications systems and support;
• company secretarial support, administrative support, and accounting, payroll, business analysis and recruitment services; and
• such other corporate and administration management services and facilities as may be requested by Eagle Mountain and agreed by Bass Group.
Fees Bass Group will invoice Eagle Mountain on a monthly basis for all costs, expenses and liabilities incurred by Bass Group in connection with the provision of services.

There is no additional service fee payable by Eagle Mountain in consideration for Bass Group’s provision of the services.

The agreement otherwise contains terms and conditions considered standard for agreements of this nature.

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Eagle Mountain and the Lead Manager have entered into a corporate advisory and capital raising mandate under which the Lead Manager was appointed to act as lead manager to the Offers.

The material terms of the Lead Manager’s engagement are as follows:

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Management of Offer The Lead Manager will act as the sole and exclusive lead manager to the Offers.

Fees & reimbursement In relation to a seed capital raising conducted by Eagle Mountain prior to its admission to the Official List of ASX, Eagle Mountain has paid to the Lead Manager:

a capital raising fee of $57,500; and
a management fee of $11,500.

In relation to the capital raising the subject of this Prospectus, Eagle Mountain will pay the following to the Lead Manager:

a capital raising fee of 4% of the total amount arranged and placed by the Lead Manager under the Share Offer;
a fee of 1% of the total amount raised under the Share Offer;
a fee of 1% of the total amount raised in addition to the maximum subscription under the Share Offer (if any);
a success fee of $50,000 which is payable if each of the following conditions are met:
Eagle Mountain raises $8,000,000 under the Share Offer;
the Share Offer is oversubscribed by at least 10 per cent; and
o Eagle Mountain becomes listed on the Official List of ASX; and
reimbursement of the Lead Manager’s reasonable costs, professional fees and expenses in relation, and incidental, to the Offers.

Options Eagle Mountain will offer 4,500,000 Offer Options to investors as determined by the Lead Manager.

Termination of mandate Either party may terminate the mandate by providing reasonable notice to the other party.

Entitlement to fees on If the mandate is terminated by Eagle Mountain (other than for cause), termination of mandate the Lead Manager will be entitled to: • each of the capital raising fees set out above; and

reimbursement of any incurred or accrued expenses up to the date the Lead Manager’s engagement is terminated.

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Indemnity	Eagle	Mountain agrees to indemnify the Lead Manager and to hold the
	Lead	Manager harmless from and against:
	•	all actions, claims, demands or proceedings which may be
		instituted against the Lead Manager; and
	•	all liabilities, losses, damages, costs and expenses including
		reasonable legal costs and expenses which may be suffered or
		incurred by the Lead Manager, in connection with the mandate.

The mandate otherwise contains terms and conditions considered standard for agreements of this nature.

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Eagle Mountain has entered into an executive service agreement with the following executives:

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Mr Charles Bass, Eagle Mountain’s Managing Director and Chief Executive Officer, who is engaged on a full time basis; and

Mr Fabio Vergara, Eagle Mountain’s Chief Geologist, who is engaged on a full time basis.

The material terms of the agreements are as follows:

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Remuneration of Chief	The Chief Executive Officer is entitled to receive an annual salary of
Executive Officer	$50,000 (including superannuation). The remuneration will be reviewed
	within three months from the date on which Eagle Mountain is admitted
	to the official list of ASX or 1 June 2018, whichever occurs first.
Remuneration of Chief	The Chief Geologist is entitled to receive an annual salary of $158,750
Geologist	(including superannuation).
Employee Incentive Plan	Each executive is entitled to participate in Eagle Mountain’s Employee
	Incentive Plan.
	The Board has determined to offer the following incentives to the
	executives upon commencement of their employment with Eagle
	Mountain:

Chief Executive Officer:
1,500,000 Start-up Options; and
Chief Geologist:

`o`	75,000 Performance Rights, which are subject to various
	vesting conditions; and
`o`	1,000,000 Start-up Options.

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Performance of duties	Each executive must discharge his duties in accordance with the
	Constitution of Eagle Mountain, the Corporations Act, the ASX Listing
	Rules and the corporate governance policies of Eagle Mountain (as
	applicable).
Disclosure of interests	Each executive must make all necessary disclosures to Eagle Mountain in
	relation to all interests and matters which impact his independence and
	any matters which may give rise to a conflict of interest.
Confidentiality	Each executive must keep information regarding Eagle Mountain
	confidential, except if disclosure is required by law or Eagle Mountain
	provides prior written consent.
Intellectual property	Each executive assigns to Eagle Mountain all existing and future
	intellectual property rights in all inventions, designs, works and subject
	matter created or conceived by him in the performance of his duties or
	using any of Eagle Mountain’s resources.
Termination	In the case of the Chief Executive Officer, either party may terminate the
	agreement by providing 30 days written notice to the other party. Eagle
	Mountain may otherwise terminate the Chief Executive Officer’s
	employment in accordance with the Constitution or the Corporations
	Act. Upon termination of the agreement, Mr Bass will cease employment
	with Eagle Mountain as its Chief Executive Officer and Managing Director
	and will become a Non-Executive Director of Eagle Mountain.
	In the case of the Chief Geologist, either party may terminate the
	agreement by providing three months written notice to the other party.
	Eagle Mountain may make payment in lieu of notice. Eagle Mountain may
	otherwise terminate the Chief Geologist’s employment immediately for
	misconduct or other matters that are usual grounds for summary
	dismissal.
Restrictive covenants	The Chief Geologist is subject to post-employment restraints on
	engaging in a business of the same or substantially similar nature to
	Eagle Mountain and soliciting Eagle Mountain’s employees, suppliers or
	clients. The restraint has potential effect globally for up to three months
	following termination of employment

The agreements otherwise contain terms and conditions considered standard for executive service agreements of this nature.

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Eagle Mountain has entered into letters of engagement with each of its Non-Executive Directors and its Alternate Director confirming their appointment and terms of engagement.

The material terms of the letters of engagement are as follows:

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Engagement	Rick Crabb is engaged as a Non-Executive Chairman by Eagle Mountain.
	Roger Port is engaged as a Non-Executive Director by Eagle Mountain.
	Brett Rowe is engaged as an Alternate Director (for Charles Bass) by Eagle
	Mountain.
Directors’ fees and	Each Non-Executive Director is entitled to be paid an annual director’s fee for
incentives	their services of $50,000 (including superannuation).
	Brett Rowe is not entitled to be paid any fees for his services.
	Mr Crabb and Mr Port have each received 1,500,000 Start-up Options under
	the Employee Incentive Plan, and Mr Rowe has received 1,000,000 Start-up
	Options under the Employee Incentive Plan, as part of their respective
	remuneration packages.
Performance of	Each Director is expected to discharge his duties in accordance with the
duties	Constitution of Eagle Mountain, the Corporations Act, the ASX Listing Rules
	and the corporate governance policies of Eagle Mountain (as applicable).
D&O insurance	Each Director will be covered by a directors’ and officers’ liability insurance
	policy taken out by Eagle Mountain in accordance with the terms of the Deeds
	of Insurance, Indemnity and Access that Eagle Mountain has executed with
	each Director.
Disclosure of	Each Director must make all necessary disclosures to Eagle Mountain in
interests	relation to all interests and matters which impact their independence and any
	matters which may give rise to a conflict of interest.
Confidentiality	Each Director must keep information regarding Eagle Mountain confidential,
	except if disclosure is required by law or Eagle Mountain provides prior
	written consent.
Intellectual	Each Director assigns to Eagle Mountain all existing and future intellectual
property	property rights in all inventions, designs, works and subject matter created or
	conceived by the Directors in the performance of their duties or using any of
	Eagle Mountain’s resources.

The letters of engagement otherwise contain terms and conditions considered standard for engagement letters of this nature.

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Eagle Mountain has entered into Deeds of Indemnity, Insurance and Access with each of its Directors and Company Secretary.

The material terms of these deeds are as follows:

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Indemnity	Eagle Mountain agrees to indemnify each Director and Company Secretary
	(Officer) from certain liabilities incurred from acting in that position under specified
	circumstances.
Insurance	Eagle Mountain agrees to maintain directors' and officers' insurance cover (if
	available) in favour of each Officer whilst that person maintains such office and for
	7 years after the Officer has ceased to be an officer, provided that:
	• Eagle Mountain may cease to maintain directors’ and officers’ insurance
	cover in favour of each Officer if Eagle Mountain reasonably determines that
	the type of coverage is no longer available; and
	• Eagle Mountain must notify an Officer if it ceases to maintain directors’ and
	officers’ insurance cover in favour of that Officer.
Access	Eagle Mountain will provide access to any company records which are relevant to
	the Officer’s holding of office with Eagle Mountain, for a period of 7 years after the
	Officer has ceased to be an officer of Eagle Mountain.
Conditions	The indemnity and insurance obligations of Eagle Mountain are subject to any
	restrictions under the Corporations Act.

The deeds otherwise contain terms and conditions considered standard for deeds of this nature.

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Eagle Mountain has established an Employee Incentive Plan for its officers and employees ( Plan ) which is governed by the Employee Incentive Plan Rules ( Rules ).

Under the Plan, Eagle Mountain may grant options ( Plan Options ) to subscribe for fully paid ordinary shares in the capital of Eagle Mountain ( Shares ), performance rights entitling the holder to be issued Shares, or share appreciation rights entitling the holder to subscribe for Shares or to be paid a cash amount of equivalent value as determined by the Board in its sole and absolute discretion (collectively Plan Rights ), on terms and conditions set by the Board at its discretion.

The material terms of the Plan, as set out in the Rules, are as follows:

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Purpose The purpose of the Plan is:

to establish a method by which eligible persons can participate in the future growth and profitability of Eagle Mountain;
to provide an incentive and reward for eligible persons for their contribution to Eagle Mountain;

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to attract and retain a high standard of managerial and technical personnel for the benefit of Eagle Mountain; and
to align the interests of eligible persons more closely with the interests of Shareholders, by providing an opportunity for eligible persons to hold an equity interest in Eagle Mountain.

Eligible The following persons can participate in the Plan if the Board makes them an offer participants to do so:

a full-time or part-time employee, including an Executive Director, a NonExecutive Director, and their related bodies corporate;
a contractor of Eagle Mountain or its related bodies corporate; and
a casual employee of Eagle Mountain or its related bodies corporate where the employee or contractor is, or might reasonably be expected to be, engaged to work the pro-rata equivalent of 40% or more of a comparable full-time position.

Conditions of Plan Options and Plan Rights (collectively Awards ) issued under the Plan are subject grant to the terms and conditions set out in the Rules, which include:

Vesting Conditions – which are time-based criteria, requirements or conditions (as specified in the offer and determined by the Board) which must be met prior to Awards vesting in a participant, which the Board may throughout the course of the period between the grant of an Award and its vesting, waive or accelerate as the Board considers reasonably appropriate; and
Exercise Conditions – which are criteria, requirements or conditions, as determined by the Board or under the Plan, which must be met (notwithstanding the satisfaction of any Vesting Conditions) prior to a Participant being entitled to exercise vested Options.
Plan limits In accordance with ASIC Class Order 14/1000, the total Awards that may be issued under the Plan will not exceed 5% of the total number of Shares on issue. In calculating this limit, Awards issued to participants under the Plan other than in reliance upon this Class Order are discounted.

Administration The Board has the unfettered and absolute discretion to administer the Plan.

Transferability Awards issued under the Plan are not transferable and will not be quoted on ASX. and quotation

The Rules otherwise contain terms and conditions considered standard for employee incentive plan rules of this nature.

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Eagle Mountain’s wholly owned subsidiary Silver Mountain has entered into an exploration service agreement with Dragon’s Deep Exploration Inc. (a company incorporated in Arizona, USA) ( Dragon ).

The material terms of the agreement are as follows:

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Term The agreement commenced on 11 June 2013 for a period of six months. The agreement has been continuously extended by the conduct of the parties, and on 3 January 2018 was formally extended to 31 March 2018. The parties have agreed to negotiate, prior to 31 March 2018, a new agreement to replace the existing agreement.

Services	Dragon will provide various consulting services to Silver Mountain, including the
	following:

• technical geologic and exploration services (such as mapping, sampling and drilling services, supervision of contractors and suppliers, and providing support staff and geologists on site as required); • land acquisition and support services (including staking services, liaising with Arizona state land department and federal agencies, and co-coordinating surface access and any issues with land owners and mineral rights holders as necessary); and • assistance with the preparation of mining reports which comply with United States reporting requirements.

Fees & Dragon is entitled to various fees as consideration for the performance of the bonuses services, and reimbursement of reasonable expenses, with the fees payable to be calculated on an hourly or daily basis depending upon the type of services being provided, and the person or persons engaged to provide the services.

In addition, Dragon is entitled to certain performance bonuses in the form of cash and Shares in Eagle Mountain upon the happening of the events specified in the table below.

Under the terms of the agreement, Silver Mountain, in its sole and absolute discretion, may elect to make a cash payment to Dragon in lieu of arranging for some or all of the Shares to be issued to Dragon.

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Silver Mountain (or any of its wholly US$50,000 US$150,000 owned subsidiaries) completes a minimum of 24 drill holes with at least a 70% “success” within 24 months after the date on which Silver Mountain commences drilling.

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	Success in this context is defined to mean the Australian equivalent of a minimum 40 gram-metre zone within each drill hole for 70% of non- condemnation holes drilled.
	Silver Mountain (or any of its wholly owned subsidiaries) commences a Preliminary Feasibility Study (as that term is defined in the JORC Code) in respect of any land covered by any Mining Claims. US$100,000 US$200,000
Termination	Either party may terminate the agreement by providing one months written notice to the other, provided that the party has first complied with the dispute resolution procedure set out in the agreement (if applicable).

The agreement otherwise contains terms and conditions considered standard for an agreement of this nature.

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Eagle Mountain has entered into a lease agreement with Elk Mountain Mining Pty Ltd (ACN 602 900 774) ( Lessor ), a company ultimately controlled by Mr Charles Bass, a Director of Eagle Mountain, in relation to its business premises situated at Suite 3, Ground Floor, 22 Stirling Highway, Nedlands, Western Australia.

The material terms of the agreement are as follows:

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Term	The initial term of the lease is 5 years commencing on 1 January 2018.
	Eagle Mountain may elect to extend the lease for a further term of 3 years
	commencing on 1 January 2023 provided that Eagle Mountain has not
	breached its obligations under the lease during the initial term.
Rent payable	Upon commencement of the lease, Eagle Mountain is required to pay to the
	Lessor $350 (plus GST) per square metre of premises leased per annum
	(payable in equal monthly installments in advance).
	The leased premises comprise approximately 177m2.
	The rent payable will be reviewed on each anniversary of the commencement
	date of the agreement, and will be subject to a fixed rate increase of 2% on this
	date.
Incentive	In consideration for Eagle Mountain agreeing to observe and perform its
payment to Eagle	obligations under the lease, the Lessor has agreed to provide to Eagle Mountain
Mountain	an incentive payment equal to $61,950 plus GST.

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Termination

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The lessor may terminate the lease in the event of a material breach of the lease by Eagle Mountain. Unless otherwise terminated or extended by the parties, the lease will expire at the conclusion of the term (or the further term if applicable).

The agreement otherwise contains terms and conditions considered standard for a lease agreement of this nature.

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Eagle Mountain has also entered into a licence agreement with Elk Mountain Mining Pty Ltd (ACN 602 900 774) (Licensor), a company ultimately controlled by Mr Charles Bass, a Director of Eagle Mountain, pursuant to which the Licensor grants Eagle Mountain a licence to use certain car parking facilities at 22 Stirling Highway, Nedlands, Western Australia at the rate of $175 (plus GST) per car bay per calendar month, being $4,200 (plus GST) per annum for 2 car bays. The fee payable will be reviewed on each anniversary of the commencement date of the agreement.

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The Shares issued under this Prospectus will be fully paid ordinary shares in the capital of Eagle Mountain and will rank equally with the Existing Shares.

Full details of the rights and liabilities attaching to the Shares are contained in the Constitution of Eagle Mountain and, in certain circumstances, are regulated by the Corporations Act, the ASX Listing Rules, the ASX Settlement Rules and the common law. The Constitution is available for inspection free of charge at Eagle Mountain’s registered office.

The following is a broad summary (though not necessarily an exhaustive or definitive statement) of the rights and liabilities attaching to the Shares:

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All issued Shares rank equally in all respects.

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At a general meeting of Eagle Mountain, every holder of Shares present in person, by an attorney, representative or proxy has one vote on a show of hands and on a poll, one vote for each Share held, and for every contributing share (i.e. partly paid) held, a fraction of a vote equal to the proportion which the amount paid up bears to the total issue price of the contributing share. Where there is an equality of votes, the chairperson has a casting vote.

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Subject to the Corporations Act, the ASX Listing Rules and any rights of persons entitled to shares with special rights to dividends (at present there are none), all dividends as declared by the Directors are to be payable on all such shares in proportion to the amount of capital paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividends is paid, unless the share is issued on terms providing to the contrary.

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Dividends are payable out of the assets of Eagle Mountain in accordance with section 254T of the Corporations Act and as determined by the Directors, which shall be conclusive. The Directors may direct that payment of the dividend be made wholly or in part by the distribution of specific assets or other Securities of Eagle Mountain.

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Subject to the Corporations Act, the ASX Listing Rules and any rights or restrictions attached to a class of Shares, the liquidator may on winding-up of Eagle Mountain, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of Eagle Mountain and may for that purpose set such value as the liquidator considers fair upon any property to be so divided and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

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Subject to the Constitution, Shares in Eagle Mountain may be transferred by:

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a proper ASX Settlement transfer or any other method of transferring or dealing in Shares introduced by the ASX or operated in accordance with the ASX Settlement Rules or the ASX Listing Rules as recognised under the Corporations Act; or

an instrument in writing in any usual or common form or in any other form that the Directors, in their absolute discretion, approve from time to time.

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The Directors may refuse to register a transfer of Shares (other than a proper ASX Settlement transfer) only where:

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the law permits it;

the law requires it; or

the transfer is a transfer of restricted securities (as defined in ASX Listing Rule 19.12) which is, or might be, in breach of the ASX Listing Rules or any escrow agreement entered into by Eagle Mountain in respect of those restricted securities.

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Subject to the Constitution, the Corporations Act and the ASX Listing Rules:

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Shares in Eagle Mountain are under the control of the Directors, who may allot or dispose of all or any of the Shares to such persons, and on such terms, as the Directors determine; and

the Directors have the right to grant options to subscribe for Shares, to any person, for any consideration.

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The rights attaching to the shares of a class (unless otherwise provided by their terms of issue) may only be varied by a special resolution passed at a separate general meeting of the holders of those shares of that class, or in certain circumstances, with the written consent of the holders of at least seventy-five percent (75%) of the issued shares of that class.

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Each holder of Shares will be entitled to receive notice of, and to attend and vote at, general meetings of Eagle Mountain and to receive notices, accounts and other documents required to be furnished to Shareholders under the Constitution, the Corporations Act and the ASX Listing Rules.

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The terms and conditions of the Options are set out below:

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Each Option entitles the holder ( Option Holder ) to subscribe for one fully paid ordinary Share in Eagle Mountain.

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The exercise price ( Exercise Price ) of an Option is as follows:

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the exercise price of a Start-up Option is $0.20; and

the exercise price of an Offer Option and a Vendor Option is $0.30.

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The expiry date ( Expiry Date ) for Options is as follows:

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in relation to a Start-up Option, the Start-up Option may be exercised at any time before 5.00pm (WST) on the date that is 5 years after the date on which the Start-up Option is granted; and

in relation to an Offer Option and a Vendor Option, the Option may be exercised at any time before 5.00pm (WST) on the date that is 3 years after the date on which the Option is granted.

An Option that is not exercised by the Expiry Date will automatically expire.

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Eagle Mountain must give the Option Holder a certificate or holding statement stating:

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the number of Options granted to the Option Holder;

the Exercise Price of the Options; and

the date of issue of the Options.

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An Option Holder must not sell, transfer, mortgage, pledge, charge, grant a security interest over or otherwise dispose of ( Dispose ) any Options, or agree to do any of the same, without the prior consent of the Board, except where such Disposal occurs by force of law.

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The transfer of any Options is subject to any restrictions on transfer under the Corporations Act and the ASX Listing Rules (if applicable).

An Option that is a Start-up Option, and any Shares issued upon exercise of a Start-up Option, must not be Disposed of until the earlier of:

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3 years from the date on which the Start-up Options were granted to the Participant, or such earlier date as the Commissioner of Taxation allows in accordance with section 83A-45(5) of the Income Tax Assessment Act 1997 (Cth); and

the date on which the Participant ceases to be employed by Eagle Mountain and any related body corporate of Eagle Mountain.

This paragraph 9.2.e. does not apply if the Holder Disposes of the Start-up Options or Shares issued upon the exercise of Start-up Options, under a takeover or restructure arrangement which meets the requirements of section 83A-130 of the Income Tax Assessment Act 1997 (Cth).

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If and for the period that Eagle Mountain is admitted to the Official List of ASX:

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quotation of Options: the Directors may determine, at their sole discretion, that Eagle Mountain will apply to ASX for official quotation of Options if the requirements for quotation under the ASX Listing Rules as satisfied, but until such an application is made, the Options will form a class of unquoted securities; and

quotation of Shares: Eagle Mountain will apply to ASX for official quotation of the Shares issued on exercise of Options.

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If and for the period that Eagle Mountain is admitted to the official list of ASX:

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The Option Holder is not entitled to participate in any new issue to Eagle Mountain’s Shareholders of securities in Eagle Mountain unless they have exercised their Options before the record date for determining entitlements to the new issue of securities and participate as a result of holding Shares.

Eagle Mountain must give the Option Holder notice of the proposed terms of the issue or offer in accordance with the ASX Listing Rules.

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If Eagle Mountain makes a bonus issue of Shares or other securities to Shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) ( Bonus Issue ) and a Share has not been issued in respect of the Option before the record date for determining entitlements to the Bonus Issue, then the number of underlying Shares over which the Option is exercisable will be increased by the number of Shares which the Option Holder would have received if the Option Holder had exercised the Option before the record date for determining entitlements to the

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Bonus Issue.

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If Eagle Mountain makes a pro rata issue of Shares (except a Bonus Issue) to Shareholders (except an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) ( Pro Rata Issue ) and a Share has not been issued in respect of the Option before the record date for determining entitlements to the Pro Rata Issue, the Exercise Price of each Option will be reduced in accordance with the ASX Listing Rules.

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If and for the period that Eagle Mountain is admitted to the official list of ASX:

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If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of Eagle Mountain ( Reorganisation ), then the rights of the Option Holder (including the number of Options to which the Option Holder is entitled and the Exercise Price) will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the Reorganisation.

Any calculations or adjustments which are required to be made will be made by Eagle Mountain's Directors and will, in the absence of manifest error, be final and conclusive and binding on Eagle Mountain and the Option Holder.

Eagle Mountain must, within a reasonable period, give to the Option Holder notice of any change to the Exercise Price of any Options held by the Option Holder or the number of Shares which the Option Holder is entitled to subscribe for on exercise of an Option.

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To exercise Options, the Option Holder must give Eagle Mountain:

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a written exercise notice (in the form approved by the Board from time to time) specifying the number of Options being exercised;

payment of the Exercise Price for the Shares the subject of the exercise notice; and

any certificate for the Options.

The Option Holder may only exercise a minimum of 500 Options and then in multiples of 100 Options, unless the Option Holder holds less than 500 Options.

Options will be deemed to have been exercised on the later of the date the exercise notice is lodged with Eagle Mountain and the date Eagle Mountain receives fully payment of the Exercise Price.

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If the Option Holder exercises less than the total number of Options registered in the Option Holder's name:

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the Option Holder must surrender their Option certificate (if any); and

Eagle Mountain must cancel the Option certificate (if any) and issue the Option Holder a certificate or holding statement stating the remaining number of Options held by the Option Holder.

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Within 10 Business Days after receiving an application for exercise of Options and payment by the Option Holder of the Exercise Price, Eagle Mountain must issue the Option Holder the number of Shares specified in the application.

Subject to the Constitution, all Shares issued on the exercise of Options will rank in all respects (including rights relating to dividends) equally with the existing ordinary shares of Eagle Mountain at the date of issue.

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These terms and the rights and obligations of the Option Holder are governed by the laws of Western Australia. The Option Holder irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of Western Australia.

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These terms and conditions of Options may be amended as necessary by Eagle Mountain’s Board of Directors in order to comply with the ASX Listing Rules (if applicable), or any directions of ASX (if applicable) regarding the terms and conditions of Options, provided that, subject to compliance with the ASX Listing Rules, the economic and other rights of the Option Holder are not diminished or terminated following such amendment.

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The terms and conditions of the Performance Rights are set out below:

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In this Section 9.3 capitalised terms have the meaning given to them in this Section 9.3.a. If a term is not defined in this Section 9.3.a. it has the meaning given to it in the Glossary.

Change of Control Event means a person, or a group of associated persons, becoming entitled to sufficient Shares to give that person or persons the ability, in a general meeting, to replace all or a majority of the Board.

Exercise Condition means a condition (excluding a Vesting Condition) which must be satisfied or waived before the Exercisable Award may be exercised.

Exercise Period means the period from the Vesting Date to the Expiry Date.

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Exercisable Award means a Performance Right which must be exercised in order for a Participant to be issued with a Share .

Expiry Date means 5.00pm Western Standard Time in Australia on the day specified in an Offer as the “Expiry Date” as determined by the Board in its absolute discretion.

Group Company means Eagle Mountain and any related body corporate of Eagle Mountain.

Holder means the registered holder of a Performance Right.

Offer means an offer of Performance Rights made under the Rules.

Participant means an eligible person to whom Performance Rights have been validly issued or granted under the Plan.

Performance Hurdle means a performance hurdle as specified in an Offer.

Permanent Disablement means:

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the illness or incapacity of the Participant necessitating the permanent withdrawal of the Participant from the work force, as accepted to the satisfaction of the Board; or

any other circumstances which the Board considers should be treated as Permanent Disablement for the purposes of the Plan.

Plan means the Employee Incentive Plan for Eagle Mountain established in accordance with the Rules.

Restricted Period means the period commencing on the date on which Eagle Mountain issues or grants a Performance Right and expiring on the Vesting Date.

Rules means the rules of the Plan as set out in this document as amended from time to time.

Takeover Period in relation to a takeover bid in respect of Shares, means either:

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where a general offer has been made to acquire Shares, the period of 6 months (or such other period as the Board, in its absolute discretion, determines and notifies in writing to Participants) after such offer has become or been declared unconditional; or

in relation to a scheme of arrangement, the period of 6 months (or such other period as the Board, in its absolute discretion, determines and notifies in writing to Participants) after the scheme has become effective whereby more than 50 per cent of the Shares carrying a right to vote in general meetings of Eagle Mountain have vested in another person or in any combination of persons acting in concert.

Vesting Condition means a condition (excluding an Exercise Condition) which must be satisfied or waived before the Performance Rights can vest, and may include Performance Hurdles.

Vesting Date means the date on which all Vesting Conditions and Exercise Conditions have been satisfied or waived.

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Each Performance Right entitles the Holder to be issued with one Share on:

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if the Performance Right is an Exercisable Award, exercise of the Performance Right; or

if the Performance Right is not an Exercisable Award, vesting of the Performance Right.

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This rule 9.3.C. applies if a Performance Right is not an Exercisable Award.

Subject to the terms of grant and the Rules, Performance Rights will automatically vest on the Vesting Date.

The Board may, in its absolute discretion, determine that Performance Rights may vest:

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during or, in the Board’s absolute discretion, immediately prior to a Takeover Period;

at any time after a Change of Control Event has occurred;

at any time after the announcement of a proposed capital reconstruction referred to in paragraph 9.3.L.;

if Eagle Mountain is listed on the official list of ASX, following the occurrence and announcement by Eagle Mountain of an event that in the opinion of the Board is likely to lead to Eagle Mountain being removed from the official list of ASX;

within 12 months, in the event of the death or Permanent Disablement of a Participant, in respect of Performance Rights held by or on behalf of that Participant;

within 12 months, in the event of the cessation of a Participant’s employment with a Group Company as a result of the Participant’s position becoming redundant; or

if at the time of cessation of the Participant’s employment some or all of the Vesting Conditions have been or will be substantially satisfied.

If Performance Rights have vested and the Performance Rights are Exercisable Awards, they will be converted to Shares as soon as practicable thereafter.

If, in the reasonable opinion of the Board, a Participant acts fraudulently or dishonestly in any material respect or is in material breach of his or her obligations to any Group Company, then, notwithstanding any other provision in the Rules, the Board may deem any unvested Performance Rights held by or on behalf of the Participant to have lapsed.

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This paragraph 9.3.D, applies if a Performance Right is an Exercisable Award.

Subject to paragraph 9.3.D.V, a Holder may not exercise Performance Rights before expiry of the Restricted Period.

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Subject to paragraph 9.3.D.V, a Holder may only exercise Performance Rights during the Exercise Period.

A Performance Right not exercised by the Expiry Date shall automatically lapse.

Notwithstanding the above conditions, Performance Rights may be exercised:

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during or, in the Board’s absolute discretion, immediately prior to a Takeover Period;

at any time after a Change of Control Event has occurred;

at any time after the announcement of a proposed capital reconstruction referred to in paragraph 9.3.L;

if Eagle Mountain is listed on the official list of ASX, in the Board's absolute discretion, following the occurrence and announcement by Eagle Mountain of an event that in the opinion of the Board is likely to lead to Eagle Mountain being removed from the official list of ASX; or

in the Board's absolute discretion, within 12 months, in the event of the death or Permanent Disablement of a Participant, in respect of Performance Rights held by or on behalf of that Participant.

If, in the reasonable opinion of the Board, a Participant acts fraudulently or dishonestly in any material respect or is in material breach of his or her obligations to any Group Company, then, notwithstanding any other provision in the Rules, the Board may deem any unexercised Performance Rights held by or on behalf of the Participant to have lapsed.

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This paragraph 9.3.E applies if a Performance Right is an Exercisable Award.

Performance Rights may only be exercised by notice in writing to Eagle Mountain which is signed by the Holder and delivered to the registered office of Eagle Mountain. The notice must specify the number of Performance Rights being exercised (which must be no less than 500 and then in multiples of 100) and must be accompanied by the certificate or holding statement for those Performance Rights, for cancellation by Eagle Mountain.

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Subject to paragraphs 9.3.C and 9.3.D above, within 10 Business Days of Performance Rights having:

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vested, if not Exercisable Awards; or

vested and been exercised, if Exercisable Awards,

Eagle Mountain must:

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issue the number of Shares specified in the notice to the Holder;

cancel the certificate or holding statement for the Performance Rights vested and exercised (as applicable); and

if applicable, issue a new certificate or holding statement for any remaining unvested or unexercised (as applicable) Performance Rights covered by the certificate or holding statement accompanying the notice.

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All Shares issued upon the vesting or exercise (as applicable) of Performance Rights will be credited as fully paid and will be of the same class and rank equally in all respects with other Shares, and, in particular, entitle their holders to participate fully in:

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dividends declared by Eagle Mountain after the date of issue; and

all issues of securities offered to holders of Shares where entitlements to participate in those issues are determined by reference to a record date after the date of issue of Shares issued upon the vesting or exercise (as applicable) of Performance Rights.

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If Eagle Mountain is required to issue Shares to a Participant upon the exercise or vesting of Performance Rights under the Rules, the Board may, if permitted by law, in its sole and absolute discretion, elect to satisfy this requirement, in whole or part, by:

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acquiring all or part of the relevant number of Shares on market on behalf of the Participant; and/or

procuring the transfer of all or part of the relevant number of Shares from a third party to the Participant.

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If existing Shares are officially quoted by ASX, Eagle Mountain must apply for official quotation by ASX of all Shares issued pursuant to the vesting or exercise (as applicable) of Performance Rights not later than 10 Business Days after the date of issue.

Eagle Mountain will not apply to have the Performance Rights granted under the Plan quoted on ASX or any other stock exchange.

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Holders will only be permitted to participate in a pro rata issue of Shares to Shareholders on the prior vesting or exercise (as applicable) of Performance Rights. Eagle Mountain must notify the Holder of the proposed issue at least 7 Business Days before the record date to determine entitlements to the pro rata issue.

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If from time to time prior to the expiry of any Performance Rights Eagle Mountain makes an issue of any class of Shares to Shareholders on a pro rata basis by way of capitalisation of profits or reserves (other than an issue in lieu of dividends) ( Bonus Issue ) then upon the vesting or exercise (as applicable) of a Performance Right, each Holder is entitled to have issued (in addition to the Shares which would otherwise be issued upon such vesting or exercise (as applicable)) the number of Shares of the class which would have been issued to the Holder under the Bonus Issue ( Bonus Shares ) if on the date on which entitlements to participate in the Bonus Issue were calculated the Holder had been registered as the holder of the number of Shares of which the Holder would have been registered as holder if immediately prior to

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that date the Performance Right had vested and the Shares the subject of such vesting or exercise (as applicable) had been duly issued.

The Bonus Shares must be paid up by Eagle Mountain out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue rank equally in all respects with the other Shares of that class on issue at the date of issue of the Bonus Shares.

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In the event of a reorganisation (including a consolidation, subdivision, reduction or return) of the issued capital of Eagle Mountain, the number of Performance Rights to which each Holder is entitled will be changed in the manner required by the Listing Rules and, in any case, in a manner which will not result in any benefits being conferred on holders of Performance Rights which are not conferred on Shareholders.

Eagle Mountain must give notice to each Holder of any adjustment to the number of Shares for which the Holder is entitled to pursuant to the provisions of paragraph 9.3.L

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A Holder must not dispose of any Performance Rights, or agree to dispose of any Performance Rights, without the prior consent of the Board or where such disposal occurs by force of law.

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The terms and conditions of Performance Rights may be amended as necessary by Eagle Mountain in order to comply with the Listing Rules (if applicable), or any directions of ASX (if applicable) regarding the Performance Rights, provided that, subject to compliance with the ASX Listing Rules, the economic and other rights of the Holder are not diminished or terminated following such amendment.

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Eagle Mountain proposes to apply for, and expects to be granted, a waiver by ASX from ASX Listing Rule 1.1 (condition 12) to permit Eagle Mountain to have on issue, at the time of its admission to the Official List of ASX, the Performance Rights with an exercise price of less than $0.20 each.

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The Constitution of Eagle Mountain provides that the Directors may be paid for their services as Directors.

The Constitution also provides that Non-Executive Directors may collectively be paid, as remuneration for their services, a fixed sum not exceeding the aggregate maximum set by Shareholders in general meeting. As at the Prospectus Date, the aggregate maximum has been set at $300,000.

A Director may be paid fees or other amounts as the Directors determine, where a Director performs duties or provides services outside the scope of their normal duties. A Director may also be reimbursed for out-of-pocket expenses incurred as a result of their directorship or any special duties.

The table below sets out the current cash and non-cash remuneration of each Director.

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Charles Bass	$50,000 per annum	1,500,000 Start-up Options
	(including superannuation)
Rick Crabb	$50,000 per annum	1,500,000 Start-up Options
	(including superannuation)
Roger Port	$50,000 per annum	1,500,000 Start-up Options
	(including superannuation)
Brett Rowe	Nil	1,000,000 Start-up Options
(Alternate Director to Charles Bass)

Whilst all Directors have received non-cash remuneration, none of the Directors have a future entitlement to any further non-cash remuneration as at the Prospectus Date.

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The following table sets out the relevant interest of each Director in the Securities of Eagle Mountain as at the Prospectus Date.

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Charles Bass	36,650,001	4,500,000 Vendor Options
		1,500,000 Start-up Options
Rick Crabb	380,000	1,500,000 Start-up Options
Roger Port	300,000	1,500,000 Start-up Options
Brett Rowe	500,000	1,000,000 Start-up Options
(Alternate Director to Charles Bass)

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Mr Bass has an indirect interest in 36,650,001 Shares and 4,500,000 Vendor Options held by Silver Mountain Nominee as trustee for the Silver Mountain Trust. Silver Mountain Nominee is an entity controlled by Mr Bass’ spouse, and the beneficiaries of the Silver Mountain Trust include children of Mr Bass.
Mr Bass has a “substantial holding” for the purposes of the Corporations Act as he controls 5% or more of the voting Shares at the Prospectus Date.
Mr Bass has a “relevant interest” under the Corporations Act (i.e. an ability to effect control over voting shares) of more than 20% at the Prospectus Date. His ability to acquire or otherwise receive additional Shares (including on exercise of Options) will be restricted by the takeovers provisions in Chapter 6 of the Corporations Act, subject to certain limited exceptions.
Mr Port has an indirect interest in 300,000 Shares held by Leptiptidium Pty Ltd (ACN 609 615 143) as trustee for the Maitland No.2 Trust. Leptiptidium Pty Ltd is an entity controlled by Mr Port, and Mr Port is a beneficiary of the Maitland No.2 Trust.
Mr Rowe has an indirect interest in 500,000 Shares held by Mr Franco Del Borrello as trustee of a bare trust of which Mr Rowe is a beneficiary. These Shares were transferred from Silver Mountain Nominee to Mr Franco Del Borrello (refer to note 6 below for further information).
Of the 37,500,000 Shares acquired by Silver Mountain Nominee pursuant to the Share Sale Deed (refer to Section 8.2), 500,000 Shares have been transferred to a bare trustee who holds these Shares for the benefit of Mr Rowe and 350,000 Shares have been transferred to a third party not associated with any Director.
Directors may acquire Shares offered pursuant to this Prospectus.

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At the Prospectus Date, each of the Directors (or their respective nominees) may participate in the Share Offer on the same basis as the general public and subscribe for up to the number of Shares as set out in the following table.

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Charles Bass	Nil
Rick Crabb	200,000
Roger Port	100,000
Brett Rowe	Nil
(Alternate Director to Charles Bass)

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The cash expenses of the Offers are expected to comprise the following estimated costs and are exclusive of any GST payable by Eagle Mountain.

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ASIC fees3	$2,400	$2,400
ASX fees	$80,325	$82,425
Lead Manager’s stamping fees	$360,000	$480,000
Lead Manager success fees	Nil	$50,000
Consultants’/experts’ fees	$190,937	$190,937
Legal fees	$105,800	$105,800
Promotion, printing, distribution &	$26,620	$26,620
registry expenses
Totals	$766,082	$938,182

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Assumes minimum subscription under the Share Offer and nil subscription under the Option Offer. 2. Assumes full oversubscription of the Offers.
GST does not apply to ASIC fees.
The above costs of the Offers include $108,241 expenses incurred prior to 31 December 2017.

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The taxation obligations and the effects of participating in an Offer can vary depending on the circumstances of each individual investor. Applicants who are in doubt as to their taxation position should seek professional advice. It is the sole responsibility of Applicants to inform themselves of their taxation position resulting from participation in an Offer.

The Directors do not consider that it is appropriate to give potential Applicants advice regarding the taxation consequences of applying for Offer Securities under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation positions of potential applicants.

Neither Eagle Mountain, nor any of its officers or advisors, accept any responsibility or liability for any taxation consequences to Applicants in relation to an Offer.

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As at the Prospectus Date, neither Eagle Mountain nor its subsidiary entities is involved in any material legal proceedings and the Directors are not aware of any material legal proceedings pending or threatened against Eagle Mountain or its subsidiary entities.

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Other than as set out below or elsewhere in this Prospectus:

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all other persons named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus do not have, and have not had in the 2 years before the Prospectus Date, any interest in:

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the formation or promotion of Eagle Mountain (or Silver Mountain since it was acquired by Eagle Mountain on 7 December 2017);

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property acquired or proposed to be acquired by Eagle Mountain, or Silver Mountain since it was acquired by Eagle Mountain on 7 December 2017, in connection with the formation or promotion of Eagle Mountain or Silver Mountain or the Offers; or

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the Offers; and

amounts have not been paid or agreed to be paid (whether in cash, Securities or otherwise), and other benefits have not been given or agreed to be given, to any of those persons for services provided by those persons in connection with the formation or promotion of Eagle Mountain, or Silver Mountain since it was acquired by Eagle Mountain on 7 December 2017, or the Offers.

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Peloton Capital

Lead Manager to the Offers Corporate Advisor
Peloton Capital will be paid between approximately $360,000 and $530,000 (plus GST) for services related to this Prospectus and the Offers. Peloton Capital has been paid or is entitled to be paid approximately $69,000 (plus GST) for corporate advisory and capital raising services provided to Eagle Mountain in the period 2 years prior to the Prospectus Date.
SRK Consulting Independent SRK Consulting will be paid approximately $45,000 Technical Report (plus GST) for preparing the Independent Technical Report set out at Appendix 1 to this Prospectus.
DeConcini McDonald Project Tenure DeConcini McDonald Yetwin & Lacy, P.C. will be paid Yetwin & Lacy, P.C. Report approximately $20,800 for preparing the Project Tenure Report set out at Appendix 2 to this Prospectus.
William Buck Investigating William Buck Consulting (WA) Pty Ltd will be paid Consulting (WA) Pty Ltd Accountant’s Report approximately $8,000 (plus GST) for preparing the Investigating Accountant’s Report contained this Prospectus.
William Buck Audit Audit services William Buck Audit (WA) Pty Ltd will be paid (WA) Pty Ltd approximately $12,000 (plus GST) for providing audit services to Eagle Mountain.

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Jackson McDonald (a	Solicitors to the	Jackson McDonald will be paid approximately
partnership)	Offers and general	$85,000 (plus GST and disbursements) for services
	legal services	related to this Prospectus and the Offers.
		Jackson McDonald has been paid or is entitled to be
		paid approximately $145,000 (plus GST and
		disbursements) for legal services provided to Eagle
		Mountain in the period 2 years prior to the
		Prospectus Date, inclusive of the $85,000 in relation
		to this Prospectus and the Offers.
Computershare	Share registry	Computershare will be paid approximately $2,000
Investor Services Pty	services	plus GST for services to be provided in relation to
Ltd		receiving and managing subscriptions under the
		Offers.

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The following persons have given their written consent to be named in this Prospectus in the form and context in which they are named and to the inclusion of a statement or report in this Prospectus in the form and context in which it is included:

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Peloton Capital	Lead Manager	Not applicable
SRK Consulting	Independent Geologist	Independent Technical Report
William Buck Consulting (WA)	Investigating Accountant	Investigating Accountant’s Report
Pty Ltd
William Buck Audit (WA)	Auditor	Not applicable
Pty Ltd
DeConcini McDonald	Arizona Attorney	Project Tenure Report
Yetwin & Lacy, P.C.
Jackson McDonald (a	Solicitors to the Offers	Not applicable
partnership)
Computershare Investor	Share Registrar	Not applicable
Services Pty Ltd

Each of the parties named above as providing their consent:

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did not authorise or cause the issue of this Prospectus;

does not make, or purport to make, any statement in this Prospectus nor is any statement in this Prospectus based on any statement by any of those parties other than as specified in this Section 10.8; and

to the maximum extent permitted by law, expressly disclaims any responsibility or liability for any part of this Prospectus other than a reference to its name and a statement contained in this Prospectus with consent of that party as specified in this Section 10.8.

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

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

This Prospectus is signed for and on behalf of Eagle Mountain pursuant to a resolution of the Board by:

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Date: 23 January 2018

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In this Prospectus the following terms have the following meanings:

Alternate Director

An alternate director of Eagle Mountain from time to time, being Brett Rowe at the Prospectus Date.

Applicant

A person who applies for Offer Securities under and in accordance with this Prospectus.

Application A valid application for Offer Securities offered under this Prospectus.

Application Form

An application form attached to or accompanying this Prospectus, or an online application form available on Eagle Mountain’s website in relation to the Share Offer, as the context requires.

Application Money Money received from an Applicant in respect of an Application.

ASIC

Australian Securities and Investments Commission.

ASX

ASX Limited (ACN 008 624 691) trading as the ‘Australian Securities Exchange’.

ASX Listing Rules The listing rules of ASX.

ASX Recommendations

ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3rd edition).

ASX Settlement

ASX Settlement Rules

The official ASX Settlement Operating Rules.

Auditor William Buck Audit (WA) Pty Ltd (ACN 125 012 124).

Board

The board of Directors of Eagle Mountain.

CHESS Clearing House Electronic Sub-register System.

Chief Executive Officer

The chief executive officer of Eagle Mountain from time to time, being Charles Bass at the Prospectus Date.

Chief Geologist

The chief geologist of Eagle Mountain from time to time, being Fabio Vergara at the Prospectus Date.

Closing Date

The date on which the Offers close, being Wednesday, 28 February 2018 unless closed early or extended.

Company Secretary

The company secretary of Eagle Mountain from time to time, being Mark Pitts at the Prospectus Date.

Constitution

The constitution of Eagle Mountain.

Corporations Act Corporations Act 2001 (Cth).

Director

A director of Eagle Mountain from time to time.

ASX Settlement Pty Ltd (ACN 008 504 532).

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Eagle Mountain

Eagle Mountain Mining Limited (ACN 621 541 204).

Executive Director

An executive director of Eagle Mountain from time to time.

Existing Option

An Option granted by Eagle Mountain prior to the Opening Date.

Existing Option Holder The holder of an Existing Option.

Existing Performance Right

A Performance Right granted by Eagle Mountain prior to the Opening Date.

Existing Security

An Existing Share, an Existing Option or an Existing Performance Right, as the case may be.

Existing Share

A Share issued by Eagle Mountain prior to the Opening Date.

Existing Shareholder

Those persons or entities that are Shareholders of Eagle Mountain as at the Prospectus Date and hold Existing Shares.

Financial Year

The financial year commencing on 1 July and ending on the next 30 June.

Glossary of Terms This glossary of terms.

Holding Statement

A holding statement for Shares under CHESS.

Independent Geologist SRK Consulting.

Independent Technical Report

The report of the Independent Geologist set out at Appendix 1 to this Prospectus.

Investigating Accountant

William Buck Consulting (WA) Pty Ltd (ACN 125 178 734).

JORC Code

The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 edition).

Lead Manager

The lead manager to the Offers, Peloton Capital.

Managing Director

The managing director of Eagle Mountain from time to time, being Charles Bass at the Prospectus Date.

Mining Claims

The patented mining claims, unpatented mining claims, and Arizona state exploration permits held by Silver Mountain LLC, details of which are set out at Annex 1 to the Project Tenure Report at Appendix 1 to this Prospectus.

Non-Executive Director

A non-executive Director of Eagle Mountain from time to time, being Rick Crabb and Roger Port at the Prospectus Date.

Offer Option

An option to subscribe for a Share offered under this Prospectus exercisable at $0.30 each on or before 3 years from the date of grant of the Offer Option.

Offer Period

In relation to an Offer, the period between the Opening Date and the Closing Date of that Offer.

Offer Price

The offer price of an Offer Security under this Prospectus.

Offer Securities

A Share or an Option offered under this Prospectus.

Offers

The Share Offer and the Option Offer, or either of those offers, as the context requires.

Official Quotation

Investigating Accountant’s Report

Quotation of Shares on the official list of ASX.

The report of the Investigating Accountant contained in Section 7.

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Opening Date The date on which the Offers open, being Thursday, 1 February 2018.

Option

An option to subscribe for a Share, and includes a Start-up Option and an Offer Option.

Option Holder A holder of an Option.

Option Offer

The offer to investors, as determined by the Lead Manager of up to 4,500,000 Offer Options at an issue price of $0.001 per Offer Option to raise up to $4,500 (before costs).

Pacific Horizon

The area of the Silver Mountain Project referred to as Pacific Horizon, details of which are set out in Section 3.2.c.

Peloton Capital

Peloton Capital Pty Ltd (ACN 149 540 018).

Performance Right

A performance right granted by Eagle Mountain under Eagle Mountain’s Employee Incentive Plan on the terms set out in Section 9.3.

Project Tenure Report

The Project Tenure Report prepared by DeConcini McDonald Yetwin & Lacy, P.C. set out at Appendix 2 to this Prospectus.

Prospectus

This prospectus and any supplementary or replacement prospectus.

Prospectus Date

The date this Prospectus was lodged with ASIC.

Red Mule

The area of the Silver Mountain Project referred to as Red Mule, details of which are set out in Section 3.2.e.

Scarlett

The area of the Silver Mountain Project referred to as Scarlett, details of which are set out in Section 3.2.d.

A fully paid ordinary share in the capital of Eagle Mountain.

Share Offer

The offer to the public of 30,000,000 Shares at an offer price of $0.20 per Share to raise up to $6,000,000 (before costs), with capacity to accept oversubscriptions of up to a further 10,000,000 Shares to raise up to a further $2,000,000 (before costs).

Share Registrar

Computershare Investor Services Pty Ltd (ACN 078 279 277).

Share Sale Deed

The Share Sale Deed between Eagle Mountain and Silver Mountain Mining dated 27 November 2017 pursuant to which Eagle Mountain agreed to acquire all of the fully paid ordinary shares in Silver Mountain.

Shareholder

A holder of a Share.

Silver Mountain Silver Mountain Mining Pty Ltd (ACN 163 828 466).

Silver Mountain LLC

Silver Mountain Mining LLC, a limited liability company incorporated in Arizona, USA.

Silver Mountain Nominee

Silver Mountain Mining Nominee Pty Ltd (ACN 163 993 762).

Silver Mountain Project

The portfolio of prospective copper and gold metal exploration assets located in the Yavapai County of central Arizona, USA held by Silver Mountain LLC, details of which are set out in Section 3.

Silver Mountain Trust

The Silver Mountain Mining Trust.

SRK Consulting

SRK Consulting (Australasia) Pty Ltd (ACN 074 271 720).

Securities

Has the meaning given to that term in section 92(4) of the Corporations Act.

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Start-up Option

An option to subscribe for a Share, exercisable at $0.20 each on or before 5 years from the date of grant of the Start-up Option.

USA

United States of America.

Vendor Option

An option to subscribe for a Share, issued to Silver Mountain Nominee as consideration for Eagle Mountain’s acquisition of Silver Mountain, exercisable at $0.30 each on or before 3 years from the date of grant of the Vendor Option.

WST

Australian Western Standard Time.

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The following is an explanation of the various technical and industry terms used in this Prospectus:

Ag Silver.

Arizona state exploration permits Arizona state exploration mineral permits provide the holder with the right to conduct exploration activities over the permit area, but not the right to mine. These permits are subject to an annual holding fee of US$500, a rental fee of US$1.00 per acre for the first five years, and impose annual exploration expenditure requirements on the holder. Should a decision to mine the permit area be made, the holder must then apply for a mineral lease.

assay

To determine the quality and components of a metal or ore.

Au Gold.

breccia Fragmented rock.

Cu Copper.

g/t Gram per tonne.

gossan

patented claim

porphyry

An intermediate or acid igneous rock of finegrained size, with some larger crystals, usually feldspar, scattered in the finder-granted groundmass.

unpatented claim

VTEM

Versatile time domain electromagnetics.

A red-brown to yellow rock constituted primarily of oxide and hydroxide minerals. It derives from weathering of a sulphide-bearing parent lithology.

A more detailed glossary of technical terms is set out in the Independent Technical Report at Appendix 1 to this Prospectus.

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AI assistant

EAGLE MOUNTAIN MINING LIMITED — Capital/Financing Update 2018

64839_rns_2018-03-13_ec2ff4de-e18a-4cc6-9f69-02305726d9eb.pdf

Residents of the United States of America

Alternate Director

Applicant

Application Form

ASIC

ASX

ASX Recommendations

ASX Settlement

ASX Settlement Rules

Chief Executive Officer

Chief Geologist

Closing Date

Company Secretary

Constitution

Director

Eagle Mountain

Executive Director

Existing Option

Existing Performance Right

Existing Security

Existing Share

Existing Shareholder

Financial Year

Independent Technical Report

Investigating Accountant

JORC Code

Lead Manager

Managing Director

Mining Claims

Non-Executive Director

Offer Option

Offer Period

Offer Price

Offer Securities

Offers

Official Quotation

Investigating Accountant’s Report

Option

Option Offer

Pacific Horizon

Peloton Capital

Performance Right

Project Tenure Report

Prospectus

Prospectus Date

Scarlett

Share

Share Offer

Share Registrar

Share Sale Deed

Shareholder

Silver Mountain LLC

Silver Mountain Nominee

Silver Mountain Project

Silver Mountain Trust

SRK Consulting

Securities

Start-up Option

Vendor Option

WST

assay

gossan

patented claim

porphyry

unpatented claim

VTEM

More from EAGLE MOUNTAIN MINING LIMITED

EAGLE MOUNTAIN MINING LIMITED Capital/Financing Update 2018