THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 ("FSMA").

ThisDocumentcomprisesaProspectusrelatingtoEastStarResourcesplcwhichhasbeenpreparedinaccordancewith theUKversionoftheRegulation(EU)(2017/1129)whichispartofUKlawbyvirtueoftheEuropeanUnion(Withdrawal) Act 2018 (as amended and supplemented from time to time (including, but not limited to, by the UK Prospectus AmendmentRegulations2019andTheFinancialServicesandMarketsAct2000(Prospectus)Regulations2019))(the "UK Prospectus Regulation")andtheprospectus regulation rulesoftheFinancialConductAuthority (the "FCA") (the "Prospectus Regulation Rules").ThisDocumenthasbeenapprovedbytheFCAascompetentauthorityundertheUK Prospectus Regulation and the FCA only approves this Document as meeting the standards of completeness, comprehensibilityandconsistencyimposedbytheUKProspectusRegulation.Accordingly,suchapprovalshouldnotbe consideredasanendorsementoftheissuer,orofthequalityofthe securities,thatarethe subjectofthisDocument; investors should make their own assessment as to the suitability of investing in Ordinary Shares. The listing of the OrdinarySharesontheOfficialListwassuspendedon19July2021followingtheannouncementbytheCompanyofthe Acquisition(asdefinedherein)whichconstitutesaReverseTakeover.

Itisexpectedthat,inaccordancewiththelistingrulespublishedbytheFCAundersection73AofFSMAasamendedfrom timetotime (the "Listing Rules") asthe proposed acquisition (the "Acquisition") of Discovery Ventures Kazakhstan Limited is classified as a ReverseTakeover underthe Listing Rules, upon completion oftheAcquisition,theFCA will canceltheexistinglistingintheOrdinarySharesimmediatelybefore8.00a.m.on 10January 2022.Applicationshave beenmadetotheFCAforalloftheissuedordinarysharesintheCompany(the"Enlarged Ordinary Share Capital")to beadmittedtotheOfficialListoftheFCA(the"Official List")(bywayofastandardlistingunderChapter14oftheListing Rules)andtotheLondonStockExchangeplc(the"London Stock Exchange")tobeadmittedtotradingontheLondon StockExchange'smainmarketforlistedsecurities.ItisexpectedthatadmissionoftheEnlargedOrdinaryShareCapital willbecomeeffective,andthatunconditionaldealingsintheOrdinaryShareswillcommence,at8.00a.m.on 10 January 2022.

THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ BY PROSPECTIVE INVESTORS. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE ORDINARY SHARES, AS SET OUT IN THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 11 OF THIS DOCUMENT.

TheDirectors,ProposedDirectors (whosenamesappearonpage 29)andtheCompany,accept responsibilityforthe informationcontainedinthisDocument.TothebestoftheknowledgeoftheCompany,theProposedDirectorsandthe Directors, the information contained in this Document is in accordance with the facts and this Document makes no omissionlikelytoaffectitsimport.

EAST STAR RESOURCES PLC

(incorporated in England and Wales with company number 13025608)

Acquisition of Discovery Ventures Kazakhstan Limited

Placing and Subscription of 62,000,000 Ordinary Shares at £0.05 per Ordinary Share

Re-Admission of 182,250,164 Ordinary Shares to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's main market for listed securities

and

Notice of General Meeting Peterhouse Capital Limited

Broker and Placing Agent

ThisDocumentdoesnotconstituteanoffertoselloraninvitationtosubscribefor,orthesolicitationofanofferorinvitation to buy or subscribefor,Shares in any jurisdictionwhere such an offer or solicitation is unlawful orwould impose any unfulfilledregistration,publicationorapprovalrequirementsontheCompany.

TheOrdinaryShareshavenotbeenandwillnotbe registeredundertheUSSecuritiesActof1933,asamended (the "Securities Act"),orthesecuritieslawsofanystateorotherjurisdictionoftheUnitedStatesorunderapplicablesecurities laws of any other jurisdiction. Subject to certain exceptions, the Ordinary Shares may not be, offered, sold, resold, transferredordistributed,directlyorindirectly,within,intoorintheUnitedStatesortoorfortheaccountorbenefitof personsintheUnitedStates,oranyotherjurisdictionwheresuchofferorsalewouldviolatetherelevantsecuritieslaws ofsuchjurisdiction.

The distribution ofthisDocument in or into jurisdictions otherthantheUnitedKingdommay be restricted by law and thereforepersonsintowhosepossessionthisDocumentcomesshouldinformthemselvesaboutandobserveanysuch restrictions.Anyfailureto comply withthese restrictionsmay constitute a violation ofthe securities laws of any such jurisdiction.

TheOrdinaryShareshavenotbeenapprovedordisapprovedbytheUSSecuritiesExchangeCommission,anyState securitiescommissionintheUnitedStatesoranyotherUSregulatoryauthority,norhaveanyoftheforegoingauthorities passedcommentuponorendorsedthemeritsofthePlacingoradequacyofthisDocument.Anyrepresentationtothe contraryisacriminaloffenceintheUnitedStates.

ApplicationwillbemadefortheentireOrdinarySharecapitaloftheCompanytobeadmittedtoaStandardListingonthe OfficialList.AStandardListingwillaffordinvestorsintheCompanyalowerlevelofregulatoryprotectionthanthatafforded toinvestorsincompanieswithPremiumListingsontheOfficialList,whicharesubjecttoadditionalobligationsunderthe ListingRules.

ItshouldbenotedthattheFCAwillnothavetheauthorityto(andwillnot)monitortheCompany'scompliancewithany oftheListingRuleswhichtheCompanyhasindicatedhereinthatitintendstocomplywithonavoluntarybasis,norto imposesanctionsinrespectofanyfailurebytheCompanytosocomply.

Peterhouse Capital Limited ("Peterhouse"), has been appointed by the Company as a broker and placing agent in connectionwiththePlacing.PeterhouseisalsoprovidingindependentfinancialadvicetotheDirectorsforthepurposes ofRule3oftheCityCode.PeterhouseisauthorisedandregulatedintheUnitedKingdombytheFCA,isactingexclusively for the Company and for no one else in relation to Admission and the arrangements referred to in this Document. Peterhouse will not regard any other person (whether or not a recipient of this Document) as its client in relation to AdmissionandwillnotberesponsibletoanyoneotherthantheCompanyforprovidingtheprotectionsaffordedtoclients ofPeterhouseorforprovidinganyadviceinrelationtoAdmission,thecontentsofthisDocumentoranytransactionor arrangementreferredtoherein.NoliabilitywhatsoeverisacceptedbyPeterhousefortheaccuracyofanyinformationor opinionscontainedinthisDocumentorfortheomissionofanymaterialinformation,forwhichitisnotresponsible.

GENERAL MEETING

Notice convening a General Meeting of the Company to be held at the offices of Hill Dickinson LLP located at The BroadgateTower,20PrimroseStreet,LondonEC2A2EW at10.30 a.m. on 5 January2022 issetoutattheAppendix located at the end of this Document. The accompanying Form of Proxy for use at the General Meeting should be completedand returnedto ShareRegistrarsLimited, at MolexHouse,TheMillenniumCentre,CrosbyWay,Farnham, Surrey,GU97XX assoonaspossibleandtobevalidmustarrivebynolaterthan10.30 a.m.on 31December2021. CompletionoftheFormofProxywillnotprecludeShareholdersfromattendingandvotingattheGeneralMeetingshould theysowish.

		Page
	SUMMARY 4
	RISKFACTORS11
	CONSEQUENCESOFASTANDARDLISTING	22
	IMPORTANTINFORMATION	23
	EXPECTEDTIMETABLEOFPRINCIPALEVENTS	26
	ADMISSIONSTATISTICS	27
	DEALINGCODES 28
	DIRECTORS,PROPOSEDDIRECTORS,AGENTSANDADVISERS	29
PARTI	LETTERTOSHAREHOLDERS	30
PARTII	INFORMATIONONTHEENLARGEDGROUP	37
PartIII	THEACQUISITION	48
PARTIV	BOARD,KEYMANAGEMENT,FOUNDERSANDCORPORATEGOVERNANCE	50
PARTV	COMPETENTPERSONREPORT	54
PARTVI	THEPLACINGANDSUBSCRIPTION	202
PARTVII	FINANCIALINFORMATIONONTHEENLARGEDGROUP	204
PARTVIII	CAPITALISATIONANDINDEBTEDNESS	249
PARTIX	TAXATION	253
PARTX	CITYCODEDISCLOSURES	256
PARTXI	ADDITIONALINFORMATION	263
PARTXII	NOTICESTOINVESTORS	289
PARTXIII	DEFINITIONS	291

SUMMARY

1. Introduction and warnings
	ThissummaryshouldbereadasanintroductiontothisDocument.Anydecisiontoinvestinthe OrdinarySharesshouldbebasedonconsiderationofthisDocumentasawhole.Civilliability attachesonlytothosepersonswhohavetabledthissummary,includinganytranslationthereof, butonlyifthissummaryismisleading,inaccurateorinconsistentwhenreadtogetherwiththe otherpartsofthisDocument,orifthissummarydoesnotprovide,whenreadtogetherwiththe other parts of this Document, key information in order to aid investors when considering whethertoinvestintheOrdinaryShares.Investorscouldloseallorpartoftheirinvestedcapital byparticipatingintheFundraise. Thesecuritieswhich EastStarResourcesPlc(the"Company")intendstoissueareOrdinary Shares. The Company's International Securities Identification Number (ISIN) is GB00BN92HZ16 and its Legal Entity Identifier (LEI) is 2138001Y6SMQC8DX2B40. The Company can be contacted by writing at its registered office located at Eccleston Yards, 25 EcclestonPlace,London,UnitedKingdom,SW1W9NFandtelephonenumber+44(0)203 918 8792. This Document was approved on 14 December 2021 by the Financial Conduct Authority(whoseaddressisat12EndeavourSquare,London,E201JN,UnitedKingdomand telephonenumberis02070661000),ascompetentauthorityintheUnitedKingdomunderthe UKProspectusRegulation.
	2. Key Information on the Issuer
	2.1 Who is the issuer of the securities?
DetailsandPrincipal ActivitiesoftheIssuer	ThelegalandcommercialnameoftheissuerisEastStarResourcesplc.TheCompanywas incorporated and registered in England and Wales on 17 November 2020 with registered number 13025608 as a private limited company under the Act with the name Cawmed Resources Limited. On 27 January 2021, the Company's name was changed to East Star Resources Limited. On 3 March 2021, the Company was re-registered as a public limited companyundertheActandaccordinglychangeditsnamefromEastStarResourcesLimited toEastStarResourcesplc.TheprincipallegislationunderwhichtheCompanyoperatesand underwhichtheOrdinaryShareshavebeencreatedistheActanditissubjecttotheprovisions oftheCityCode.TheCompanyisdomiciledintheUnitedKingdom.TheLEIoftheCompany is2138001Y6SMQC8DX2B40. TheCompany'sOrdinaryShareswereadmittedtotheOfficialListbywayofaStandardListing andtotradingontheLondonStockExchange'smainmarketforlistedsecuritieson4May2021 andtheCompanyisdeemedtobeacashshellinaccordancewithListingRule5.6.5AR.The Company was formed to undertake one or more acquisitions of a majority interest in a company,businessorasset. OnIPOAdmission,theCompany'sshareswererequiredtohave an aggregate market value of at least £700,000 and the Company was able to satisfy this requirement.SinceIPOAdmission,theListingRuleshavebeenamendedsothattheminimum market capitalisation threshold requirement for premium and standard listing segments for sharesincompanies(otherthanfunds)hasincreasedfrom£700,000to£30,000,000. TheCompanywaslistedasa cash shellpriorto3December2021.In connectionwiththe
	transactiondescribedinthisDocument,theCompanymadeanapplicationtotheFCAforan eligibilityreviewandprovidedtheFCA(togetherwithadraftofthisDocument)inaccordance with Listing Rule 5.6.21R before 4:00 pm on 1 December 2023. The Listing Rules include transitionalarrangementforshellcompanies(includingtheCompany)insuchcircumstances. OncompletionoftheAcquisition,theCompanyisthereforerequiredtohaveaminimummarket capitalisation of £700,000 pursuant to the transitional arrangements applicable to shell companies.IncircumstanceswheretheCompanyweretoundertakeafurtherreversetakeover (oranalogoustransaction)requiringtheeligibilityoftheCompanytobere-assessedfollowing thecompletionoftheAcquisition,suchtransitionalarrangementswouldceasetoapply.
ProposedAcquisitionof DVK	On 26 October 2021, the Company entered into a share purchase agreement with the shareholders of Discovery Ventures Kazakhstan Limited pursuant to which the Company agreed,subjecttocertainconditions,toacquire100percent.oftheissuedsharecapitalofDVK ("Acquisition").Theconsiderationforthe Acquisitionistobesatisfiedinfullbytheissueof45 millionOrdinarySharesintheCompany(the"Consideration Shares").TheSellersshallhave therighttoreceiveanadditional75millionOrdinaryShares(the"Performance Shares")upon theconfirmationofamineralresourceononeoftheLicencesofatleastonemillionouncesof goldequivalentatanaveragegradeofatleasttwogrammespertonneofgoldequivalentas definedbyanindependentprofessionalfirmappointedbytheCompanytoeitherJORCCode orNI 43-101classificationstandards.
PrincipalActivitiesofDVK	Subject to the completion of theAcquisition and Re-Admission, DVK will become a wholly ownedsubsidiaryoftheCompanyandwilltogetherconstitutetheEnlargedGroup.DVKhas been formed with the purpose of undertaking the exploration and development of mineral projects in Kazakhstan. DVK's management combines a team of corporate, technical and commercialprofessionalswithinternationalexperience.
	On 7 October 2021, DVK entered into the JVAgreement with the Kazakh national mining companyTau-KenSamruk JSC ("TKS"). Underthe JVAgreement,TKS agreedto applyfor certainminerallicencesnominatedbyDVKandtovendthemintoSPVs tobe establishedby

	DVK in return for TKS acquiring a 20 per cent. interest in the SPVs, carried free for the first USD 6.8 million in aggregate project expenditures. TKS has applied for and received four licences (the "Licences"). As at the date of this Document, TKS owns 100 per cent. of the Licences while DVK acts as operator and funder of the Licences under the Operatorship Agreement. There is currently a moratorium on the establishment of subsidiaries under AIFC law by quasi public sector entities until 31 December 2021, which applies to TKS as a national company. The joint venture parties therefore expect to establish subsidiaries under AIFC law as soon as practicable during H1 2022 or, in the event that this remains restricted, the parties may seek to establish a joint stock company or a limited liability partnership under Kazakhstan law. DVK will hold a direct interest of 80 per cent. in any established SPV and TKS will hold a direct interest of 20 per cent. Following the establishment of the SPVs, the Licences will be transferred by TKS to the relevant SPVs and it anticipated that the transfer process will be accomplished by June 2022. The Licences cover total area of approximately 1,400 square kilometres and were previously subject to exploration activity during the Soviet era (together the "Project"). The Licences are located in two mineral districts, the Chu-III Belt with its endowment of orogenic and intrusion-related gold deposits and the Rudny Altai Belt with world-class VMS deposits. DVK is solely responsible for the first USD 6.8 million in expenditure across all Licences, after which the partners contribute or dilute. DVK has already completed a magnetic survey over both the Apmintas and Dalny licences with interpretation expected to be completed by December 2021. RC drilling to test some of the existing mineralised areas completed in September 2021, and DVK will embark upon further drilling in 2022 on Apmintas which will be determined by results of recent drilling and the
	magnetic survey.
Enlarged Group Strategy	Subject to the completion of the Acquisition and Re-Admission, the Company will be the holding company of a group which will continue to explore the Project and the objective of the Company will be to undertake new exploration programmes over the Project to develop new resources which can ultimately be brought into production. Concurrently, the Company will continue to look for new opportunities to acquire additional under-explored precious and base metals projects in the country. To maximise its financial resources, it will also explore opportunities to farm-out lower priority targets to third parties. DVK's projects are located in highly prospective areas of Kazakhstan where historical exploration works and old mining operations demonstrate highly mineralised systems throughout. Kazakhstan is a significant producer of precious and base metals, but has remained largely underexplored by modern exploration techniques. The principal initial strategy for the Company will be the exploration of potentially gold-bearing deposits, particularly in the Chu-Ili belt. Gold benefits from diverse sources of demand: as an investment, a reserve asset, a luxury good and a technology component. Gold traditionally acts as a store of wealth and a hedge against systemic risk, currency depreciation and inflation and has historically improved portfolios' risk-adjusted returns, delivered positive returns and provided liquidity to meet liabilities in times of market stress. The strategy of the Enlarged Group will be built on three main pillars: (i) identify highly prospective exploration ground and brownfields projects by its technical team in known mineral districts with demonstrated historical exploration success and limited application of modern exploration techniques; (ii) develop proven and out-of-the-box concepts for potential mineral targets and efficiently conduct exploration by application of state-of-the-art methods and equipment; and (iii) partner with existing companies via joint venture or farm-in. The Company's strategy will be to implement modern exploration techniques to identify and define new resources at the Project with the objective of economic development and any discoveries.
Major Shareholders	As at the Last Practicable Date the Company is aware of the following persons who are interested and who, immediately following Admission, are expected to be interested, directly or
	indirectly, in three per cent. or more of the Company's capital or voting rights:		% of		$%$ of
		Number of	Existing	Number of	the Enlarged
		Ordinary Shares as at date of	Ordinary	Ordinary Share Shares as at	Ordinary
	Share Name of Shareholder	this Document	Capital	Admission	Capital
	Alexander Casey Walker			20,024,522	11.0
	Reedbuck Nominees Pty Ltd ⁽¹⁾		$\overline{\phantom{000000000000000000000000000000000000$	9,762,261	5.4
	Rainer Heinz Ellmies			9,762,261	5.4
	Ilwella Pty Ltd ⁽²⁾		$\overline{\phantom{m}}$	20,100,956	11.0
	TS Capital Limited ⁽³⁾ Offelbar Pty Ltd ⁽⁴⁾	11,739,317 10,339,357	16.9 14.9	18,339,317 10,339,357	10.1 5.7
	InterTrader Limited ⁽⁵⁾	5,720,400	8.2	5,720,400	3.1
	Sebastian Marr ⁽⁶⁾	5,606,071	8.1	6,606,071	3.6
	Monecor (London) Ltd ⁽⁷⁾	5,573,073	8.0	7,173,073	3.9
	First Equity Limited ⁽⁸⁾	3,183,544	4.6	3,583,544	2.0
	Hobart Capital Markets LLP ⁽⁹⁾ Redmayne Bentley	2,337,915 198,971	3.4 0.3	4,337,915 5,498,971	2.4 3.0
	Reedbuck Nominees Pty Ltd is the trustee for the Eilistraee No. 2 Trust, of which 1 Mr. Melvin Yeo is sole director and a beneficiary.

	2	Ilwella Pty Ltd is a company registered inWesternAustralia owned by and run for the benefitofBrianandPeggyFlannery.
	3	TS Capital Limited is a brokerage firm holding shares on behalf of several disparate investors.
	4	QuentinFlanneryandKimFlanneryholdtheirinterestsindirectlythroughOffelbarPtyLtd, ofwhichtheyarethebeneficialowner.
	5	JohnStoryisthebeneficialownerofInterTraderLimited.
	6	SebastianMarr has a direct interest in 4,106,071 Ordinary Shares and holds an indirect interestin1,500,000OrdinarySharesregisteredinthenameofChallengeHoldingsLtdof whichheisthebeneficialowner.
	7	Monecor(London)Limitedisafinancialspreadbettingcompanyandholdsitsshareson behalfofseveraldisparateinvestors.
	8	RichardEdwardsisthebeneficialownerofFirstEquityLimited.
	9	Hobart Markets LLP is a brokerage firm and holds investments on behalf of several disparateinvestors.
		ThevotingrightsofallshareholdersarethesameinrespectofeachOrdinaryShareheld.The Companyhasnocontrollingparties.TheCompany,theProposedDirectorsandtheDirectors arenotawareofanypersons,who,asattheLastPracticableDate,directlyorindirectly,jointly orseverally,exerciseorcouldexercisecontrolovertheCompanynoraretheyawareofany arrangementstheoperationofwhichmayatasubsequentdate resultinachangeincontrol overtheCompany.
Managing Directors		TheexistingDirectorsoftheCompanyareCharlesWood (Non-ExecutiveDirector),Anthony Eastman(Non-ExecutiveDirector)andAlexander("Sandy")Barblett(Non-ExecutiveDirector). OnAdmission,Alexander("Alex")WalkerandDavidMinchinshalljointheBoardas Directors andMr.WoodwillresignasaDirectorwitheffectfromAdmission.
Auditors		The Company's statutory auditors are PKF Littlejohn LLP, having its registered office at 15 WestferryCircus,CanaryWharf,London,UnitedKingdom,E144HDandbeingregistered undertheStatutoryAuditDirective,RegisterofStatutoryAuditorsnumberC002139029.

			2.2 'What is the key financial information regarding the issuer?'
	SubjecttoAdmission,theAcquisitionwillbecompleted,andtheCompanywillacquireupto100 per cent. of the issued share capital of DVK.Accordingly, this Document contains historical financialinformationontheCompanyandDVKalongwithproformafinancialinformationfor the Enlarged Group. The tables below set out summary financial information on (a) the Companyfortheperiodfromitsincorporationto31May2021inaccordancewithInternational Financial Reporting Standards ("IFRS") as extracted from the unaudited interim financial information ofthe Company; and (b) DVKforthe periodfrom incorporation on 6 December 2019to31December2020andthefivemonthperiodto31May2021,reporteduponbyPKF LittlejohnLLPasextractedfromtheauditedhistoricfinancialinformationofDVK.Prospective investorsshouldreviewthefollowingselectedhistoricalfinancialinformationtogetherwiththe wholeofthisdocumentandshouldnotrelyontheselectedinformationitself.
			Audited	Five
	Unaudited financial information of the Company	Incorporation to 31 May 2021 £	financial information of DVK	31 May 2021 \$	months to Incorporation 31 Dec 2020 \$
	Administration
			Expenses(239,334) AdministrationExpenses (46,872) (1,817) Loss before and after Loss before and after
	income tax(239,334)		income tax (97,537) (2,064)
	Basic earnings per
			share (pence)(1.12) Total comprehensive loss (97,537) (2,064)
			Currentassets2,061,179 Total assets511,90667,607
			Currentliabilities (84,054) Total liabilities (317,355) (9,671)
			Net Assets1,977,125 NET ASSETS 194,55157,936
			Total Equity1,977,125 Total Equity194,55157,936
Pro Forma Statement			Setoutbelowistheunauditedproformastatementofnetassetsandtheproformaincome statement for the Enlarged Group, which has been prepared in accordance withAnnex 3, Section11andItem11.5andAnnex20ofCommissionDelegatedRegulation(EU)2019/980 (whichispartofUKlawbyvirtueoftheEuropeanUnion(Withdrawal)Act2018)supplementing theUKProspectusRegulation,andinaccordancewiththeaccountingpoliciesappliedbythe Companyinitsfinancialinformationfortheperiodended31May2021,toillustratetheimpact ofthePlacingandAcquisitionontheCompanyasif ithadoccurredonthe1January2021. Theunauditedproformainformationhasbeenpreparedforillustrativepurposestoillustratethe impactofthePlacingandAcquisitiononlyand,byitsnature,addressesahypotheticalsituation andmaydifferfromtheEnlargedGroup'sactualfinancialpositionorresults.

			The Company Unaudited Net assets as at 31 May 2021	DVK Audited Net assets as at 2021	Issue of Placing	31 May Shares net Acquisition of costs adjustments	Unaudited pro forma adjusted aggregated net assets of the Enlarged Group on admission
		Non-current assets–22,069–2,113,1142,135,183 Current assets 2,061,178338,1082,604,135 –5,003,421	£	£	£	£	£
		–––––––––––––––––––––––– –––––––––––––––– Total assets 2,061,178360,1772,604,1352,113,1147,138,604
		–––––––––––––––––––––––– –––––––––––––––– Current liabilities(84,054) (17,790) – –(101,844) Non-current liabilities – (205,501) – 205,501–
		–––––––––––––––––––––––– –––––––––––––––– Total liabilities(84,054) (223,291) – 205,501(101,844)
	–––––––––––––––––––––––– –––––––––––––––– Total assets less total liabilities1,977,124136,8862,604,135 2,318,6157,036,760		–––––––– –––––––– ––––––––			––––––––	––––––––
		Unaudited pro forma income statement for the period ended 31 May 2021
			The Company Unaudited Income statement For the period to 31 May 2021		DVK Audited Income statement For the period to 31 May 2021	Placing costs	Unaudited pro forma adjusted aggregated income statement of the Enlarged Group on admission
		Operating loss(239,334)(70,868)(495,865)(806,067)	£		£	£	£
		––––––––– ––––––––– ––––––––– ––––––––– Loss before tax (239,334)(70,868)(495,865)(806,067) ––––––––– ––––––––– ––––––––– –––––––––
		Tax– – – – ––––––––– ––––––––– ––––––––– –––––––––
		Loss from continuing operations (239,334)(70,868)(495,865)(806,067)	–––––––––	–––––––––		–––––––––	–––––––––
Auditor Qualifications		Therearenoqualificationsintheauditopinionsonhistoricalfinancialinformation.
		2.3 What are the key risks that are specific to the issuer?
	1. 2.	ThestrategyoftheEnlargedGroupwillbetoundertaketheWorkProgramme,which isfocusedonexplorationanddevelopmentoftheminingassetsintheLicences.There canbenoassurancethattheCompanywillbeabletodeveloptheminingassetstoa stage of production in the short to medium term, and in such circumstances, the EnlargedGroupwouldhavenoimmediatesourceof revenue.TheDirectorsandthe ProposedDirectorsaresatisfiedthatasaresultoftheFundraise,theEnlargedGroup willhavesufficientfundstoundertaketheWorkProgramme.Thereisneverthelessa riskthattheEnlargedGroupwillhaveinsufficientfinancial resourcestoadvancethe ProjecttoproductionandtheDirectorsconsideritlikelythatadditionalfinancingwillbe requiredfromeithertheissueofnewOrdinaryShares(whichcouldbedilutive)orfrom debtfinancing.There canbenoassurancethattheCompanywillbeabletoaccess sufficientfinancefortheEnlargedGrouptoreachastageofproduction.Suchrisksmay mean that Investors are unable to realise any returns for their investment in the Company. TheLicencesoftheEnlargedGrouparecurrentlyheldbyTKSandDVKdoesnothave a direct interest inthe Licences as atthe date ofthis Document, althoughthey are operatedbyDVKFollowingtheestablishmentofSPVs,TKSwilltransfertheLicences totheSPVswhichwillbeownedjointlybyTKS (holdinga20percent.interest)and DVK(holdingan 80percent.interest).TheDirectorsbelievethatthetransferprocess will be completed by June 2022, however, no assurances can be provided that the transferprocesswillbeconcludedinatimelymanneroratall.Ifthetransfersarenot affected,theCompanywouldberequiredtoenforceitsrightsandobligationsunderthe Licences through TKS. If such risks were to materialise, this could mean that the EnlargedGroupisunabletoeffectivelyenforceitsrightsundertheLicences.

3.	TherecouldbeadelayintheestablishmentoftheSPVsinKazakhstanandwhich,in turn,wouldmeanadelayinthetransferbyTKSoftheLicencestotheSPVs.Thereis currentlyamoratoriumuntil31December2021ontheestablishmentof subsidiaries underAIFC law by quasi public companies andthis restriction appliestoTKS, as a nationalcompany.
4.	TheLicencesandpermitscurrentlyheldbythe Company'sjointventurepartnerTKS willbesubjecttoongoingrenewalorextensionsandthiswillremainunalteredfollowing thetransferofLicencesandpermitstotheSPVs tobe establishedbythejointventure partners.Licencesaregrantedforaninitialperiodofsixyearssubjecttomeetingthe minimumexpenditurerequirement,andarecapableofextensionforanadditionalfive yeartermbutthiswouldlikelyresultina40percent.reductioninthelicencearea.The DirectorsbelievethattheNetProceedswillbesufficienttoensurethatitsatisfiesthe minimumexpenditureobligationsduringtheperiodoftheintendedWorkProgramme and in the short to medium term. However, if there is any failure on behalf of the Enlarged Groupto renew or extend a Licence orto meet the minimum expenditure requirements,orsuchrenewalsorextensionsaredelayed,thismayhaveanegative impactonthefinancialconditionoftheEnlargedGroup.
5.	TheCompanyhasa smallmanagementteamandthelossofa keyindividual could haveanadverseeffectonthefutureoftheEnlargedGroup'sbusiness.TheEnlarged Group'sfuture successwillalsodependinalargepartuponitsabilitytoattractand retainhighlyskilledpersonnel.
6.	Mineralexplorationanddevelopmentinvolvesahighdegreeofrisk.Alargenumberof projectsthatareexploredultimatelyfailtobedevelopedintoproducingmines.Success indefiningmineralresourcesandreservesistheresultofanumberoffactors,including the level of geological and technical expertise, the quality of land available for explorationandotherfactors.

3. Key Information on the Securities
3.1 What are the main features of the securities?
OrdinaryShares	ThesecuritiesthattheCompanyintendstoissueareOrdinarySharessuchshareshavinga nominalvalueof£0.01each,whoseISINisGB00BN92HZ16.TheSEDOLiscodeBN92HZ1 and TIDM is EST. The Ordinary Shares are denominated into UK pounds sterling and the FundraisePriceoftheFundraisingSharesarepayableinsterling.TheCompanyhasasingle classofshares andtheissuedsharecapitaloftheCompanyasatthedateofthisDocument is£695,401.64dividedinto69,540,164OrdinaryShares,suchsharesbeingfullypaidup.The termofthe securitiesisperpetual.ApplicationwillbemadefortheEnlargedOrdinaryShare CapitaltobeadmittedtotheOfficialListoftheFCAwithaStandardListingandtotradingon theMainMarketoftheLondonStockExchange.
RightsAttachingto		TheOrdinaryShareshavethefollowingrights:
Securities	Dividend:	TheholdersofOrdinarySharesshallbeentitledtoreceive,andtoparticipate in,anydividendsdeclaredbytheCompany.
	Capital:	On a winding-up of the Company, the balance of the assets available for distributionmay,subjecttoaspecialresolutionandanysanctionrequiredby theAct ortheInsolvencyAct 1986, be divided amongstthemembers.The OrdinarySharesarenotredeemable.
	Voting:	TheOrdinarySharesshallcarrytherighttoreceivenoticeof,attend,speak andvoteatgeneralmeetingsoftheCompanyandeachholderbeingpresent inpersonorbyproxyshalluponashowofhandshaveonevoteandupona pollshallhaveonevoteinrespectofeachOrdinaryShareheld.
	New Issues:	The provisions of section 561(1) of the Act (to the extent not dis-applied pursuanttosections570-571oftheCompaniesAct)conferonshareholders certainrightsofpre-emptioninrespectoftheallotmentofequitysecurities(as definedinsection560oftheAct)whichare,oraretobe,paidupincash.
Restrictionsonthefree transferabilityofOrdinary Shares		TherearenorestrictionsonthefreetransferabilityoftheOrdinarySharessubjecttocompliance withapplicablesecuritieslaws(includingCRESTRegulations)andthefollowingprovisionsof the Company'sArticles. The Directors may refuse to register a transfer of Ordinary Shares whichisin certificatedform,unlesstheinstrumentoftransfer: (i)isin respectofafullypaid shareandashareonwhichtheCompanydoesnothavealien; (ii)isin respectofonlyone classofshare;(iii)isinfavourofnotmorethanfourjointtransferees;(iv)isdulystamped(if required);and(v)islodgedattheCompany'sregisteredofficeorsuchotherplaceastheboard maydecideaccompaniedbythecertificateforthesharestowhichitrelates(exceptinthecase ofatransferbyarecognisedpersontowhomnocertificatewasissued)andsuchevidenceto provethetitleofthetransferortothesharesandthedueexecutionbythemofthetransfer.
DividendPolicy		TheDirectors'currentintentionistoretainanyearningsforuseintheGroup'soperationsand theDirectorsdonotanticipatedeclaringanydividendsintheforeseeablefuture.TheCompany will only pay dividends at such times (if any) and in such amounts (if any) as the Board determinesappropriateandtotheextentthattodosoisinaccordancewithallapplicablelaws.

3.2 Where will the securities be traded?
	Application will be made for the Ordinary Shares issued pursuant to the Fundraise to be admittedtotradingontheMainMarketoftheLondonStockExchange.
	3.3 'Is there a guarantee attached to the securities?
	NotApplicable.Thereisnoguaranteeattachedtothesecurities.
	3.4 What are the key risks that are specific to the securities?
1.	The Sellers of the Target have the right to receive a total of 75 million Performance Shares(representingapproximately 41.2 percentoftheEnlargedOrdinaryShareCapital onAdmission),subjecttotheachievementofcertainperformanceconditions.Theissue of suchPerformanceShareswould result in dilutionto shareholders of 29.2 per cent. (assumingnochangestotheEnlargedOrdinaryShareCapitalfromAdmission).
2.	TheCompanyhasissuedcertainOptionandWarrants.ThefullexerciseoftheOptions andWarrantswould result in dilutionto shareholders of 12.5 per cent (assuming no changestotheEnlargedOrdinaryShareCapitalfromAdmission).
3.	TheCompanywillnotcomplywiththeminimummarketcapitalisation requirementof £30 million under Listing Rule 2.2.7R(1) in the context of the Acquisition and Re Admission,butitispermittedtoproceedwiththetransactiononthebasisoftransitional arrangementsputinplaceforshellcompanies.
4.	TheproposedStandardListingoftheOrdinaryShareswillaffordInvestorsalowerlevel ofregulatoryprotectionthanaPremiumListing.
5.	The Company may be unable to transfer to a Premium Listing or other appropriate stockmarketfollowinganAcquisition.

4. Key Information on the Admission to Trading on a Regulated Market
4.1 Under which conditions and timetable can I invest in this security?
GeneralTerms	ThisDocumentdoesnotconstituteanofferoraninvitationtoanypersontosubscribeforor purchaseanysharesintheCompany.ThenewOrdinarySharesarenotbeingofferedtothe public.SubjecttoandconditionaluponAdmissionoccurringby8.00a.m.on 10January2022 (orsuchlaterdateagreedbetweentheCompanyandPeterhousebutnotlaterthan31January 2022) (the"Admission Condition"),theCompanywillraisegrossproceedsof£3,100,000 from theissueandallotmentof 62,000,000 FundraisingSharesattheFundraisePrice.TheInvestors have irrevocably agreed to subscribe for the Fundraising Shares subject to and conditional upontheAdmissionCondition.Intheeventthatthese conditionsarenot satisfiedorwaived (where capable of waiver), the Fundraise will be revoked and will not proceed. In such circumstances, application monies will be returned without payment of interest, as soon as practicable thereafter, to investors participating in the Fundraise. The Fundraising Shares issuedpursuanttotheFundraiseshallrankparipassuwithallExistingShares.
Timetable	Setoutbelowisanexpectedtimetable:
	Publicationofthisdocument GeneralMeetingoftheCompany CompletionoftheAcquisition Re-AdmissionandcommencementofdealingsontheLondon StockExchangeoftheEnlargedOrdinaryShareCapital CreditingofOrdinarySharestoCRESTAccounts OrdinaryShareCertificatesdispatched	14 December 2021 10.30 a.m.on 5 January2022 10 January2022 8.00a.m.on 10 January2022 8.00a.m.on 10January 2022 within 10 daysofAdmission
AdmissiontoTrading	ThesecuritiessubjecttoAdmissionareatotalof 182,250,164 OrdinaryShares,comprising,the ExistingSharesandtheNewShares.
Dilution	AsaresultofAdmission,theholdersofExistingShareswillexperiencea 61.8 percent.dilution asaresultoftheissueof 112,710,000 NewShares(thatis,theirproportionateinterestinthe Companywilldecreaseby 61.8 percent.).FollowingAdmission,theholdersofExistingShares couldexperienceatotaldilutionof 75.5 percent. (inaggregate)asa resultoftheissueand allotment ofthe NewShares,PerformanceShares andthefull exercise of allWarrants and Options in issue onAdmission (assuming that there are no other changes to the Enlarged OrdinaryShareCapitalfromAdmission).
TotalExpenses	Thetotalcosts(includingfeesandcommissions)(inclusiveofVAT)payablebytheCompanyin connection with the Acquisition, Fundraise and Admission are estimated to amount to approximately£513,865.
	ThefollowingcommissionsandfeesarepayabletoOranaandPeterhouseinconnectionwith servicesprovidedinconnectionwiththeFundraisingandAdmission.
	Oranawillbeentitledtoreceiveatotalof 6,046,005 OranaWarrants(representing, 3.3 percent. oftheEnlargedOrdinaryShareCapital and2.1percent.oftheFullyDilutedOrdinaryShare Capital)andacommissionpaymentof£23,140 (suchsum representing four percent.ofthe fundsintroducedbyOrana).

	Peterhouse will be entitled to receive payment of £95,225 (such sum representing five per cent of fundsraisedbyPeterhouseaspartoftheFundraising, afurthercommissionof onepercent.offundsraisedaspartofthePlacingnotintroducedbyPeterhouseandwhere Peterhouseis requiredtoactasPlacingAgent andexpenses),thegrantoftheRTOBroker Warrants (representing, 0.9 per cent. of the Enlarged Ordinary Share Capital) and the Fee Shares(satisfyingapaymentof£15,000plusVATfromtheissueofnewOrdinarySharesatthe FundraisePrice).NoexpenseswillbechargedbytheCompanytotheInvestorsinconnection withtheFundraise. Mr.AlexWalker,asadirectorofDVK,isentitledtothepaymentofabonusintheamountof USD100,000andtheperformancehurdlesrequiredtobemetforthesatisfactionofthebonus paymenthavebeenachieved.
	4.2 Why is the Prospectus being Produced?
Reasonsforthe Prospectusandthe Fundraise	TheFundraisingwillbeusedtoprimarilysupportthecompletionoftheWorkProgrammeand tomeetthegeneralworkingcapitalrequirementsoftheCompany.TheBoardhasdetermined thatasaresultoftheFundraising,theEnlargedGroupwillhavesufficientfundstocoverboth theexpensesandanyothercostsassociatedwiththeproposedUseofProceeds(described below). The Board does not expect that the Work Programme will lead to the immediate commercialisationofanyoftheLicencesandsubstantialfurtherexplorationanddevelopment workwillberequiredbeyondtheWorkProgrammebeforeanyrevenuesmaybegenerated.
UseofProceeds	Following the completion of theAcquisition, the objective of the Enlarged Group will be to undertakeexplorationactivities,astheoperatorandsolefunderoftheLicences,currentlyheld by TKS pursuant to the JV Agreement and Operatorship Agreement, with a focus on the potentially gold-bearing Chu-Ili projects of Dalny and Apmintas. It is hoped that the initial exploration, combining modern geophysics and follow-up drilling, will make one or more discoverieswhichmayseelaterofmaidenresources.Themaximumfundingrequirementofthe EnlargedGroupoverthenext12to18monthswillbeavailableasaresultoftheNetProceeds received from the Fundraise.A summary of the budget for theWork Programme is set out below:
	Budget Expenditure USD'000
	Licencefees,RentalPermits,EnvironmentalBond 235,439 Staff733,740 Geophysics 518,400 Drillingandlogging 1,447,658 DVKmanagementandoverheads 235,883 Corporateoverheads 784,219 –––––––––
	TOTAL USD 3,955,339 –––––––––
	Following Admission, net of Transaction Costs, the Enlarged Group will have funds of approximately£3,879,205 available(USD 5,144,835 attheExchangeRate).
Underwriting	TheFundraiseisnotunderwrittenbuteachInvestorparticipatingintheFundraisehasprovided alegallybinding commitmenttoirrevocably subscribeforFundraisingShares subjecttoand conditionaluponAdmissionoccurringby 31January2022.
MaterialInterests	There are no interests, including any conflicting interests, known to the Company that are materialtotheCompanyortheFundraise.ItisnotedthatAnthonyEastmanandCharlesWood arepartnersofOranaCorporateLLP ("Orana"),whichhasbeenappointedbytheCompanyto provideaccounting,financialandcompanysecretarialservicestotheCompany.Inconnection withRe-Admission,theCompanyappointedOranatoprovidegeneraladviceandsupporttothe Board in connection with the proposed Acquisition and Admission, in accordance with an engagementletterdated30July2021and,separately,OranawasengagedbytheCompany pursuanttoanengagementletterdated 25November 2021toassistwiththereintroductionof fundinginconnectionwithRe-Admission(the"Orana Engagement Letters").Undertheterms ofOranaEngagementLetters,Oranashallbeentitledtoreceivepaymentforservicesrendered to the Company (being, £75,000, in aggregate), the payment of £23,140 (an amount representing four per cent.ofthefundsintroducedbyOranaaspartoftheFundraising)andit willbeentitledtoreceivetheOranaWarrants.Mr.EastmanandMr.Woodhavedisclosedthis interesttotheBoard.TheDirectorsdonotconsiderthatthisrelationshipislikelytogiveriseto any conflict of interest in respect of the activities of the Company. If after the date of this Document,theBoardhascausetoreassesstheservicesbeingprovidedbyOrana oranyform of remunerationpayabletoOrana,Mr.Eastman (asacontinuingDirector)shallabstainfrom votingordecisionmakinginrespectofanyfinaldecision.

RISK FACTORS

Following completion of the Acquisition and Re-Admission the Company will be an operating company focussed on exploration and development of gold and base metals projects in the Chu-Ili and Rudny Altai mineral belts in Kazakhstan.

Prospective investors should note that the risks relating to the Company and the Enlarged Group, its industry and the Ordinary Shares summarised in the section of this Document headed "Summary" are the risks that the Directors and the Proposed Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Company faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this Document headed "Summary" but also, among other things, the risks and uncertainties described below.

The exploration for and development of natural resources are speculative activities that involve a high degree of financial risk. Prospective investors should carefully consider all the information in this Document including the risks described below. The risks and uncertainties described below are the material risk factors facing the Company which are currently known to the Directors and the Proposed Directors. These risks and uncertainties are not the only ones facing the Enlarged Group (following completion of the Acquisition) and additional risks and uncertainties not presently known or currently deemed immaterial may also have a material adverse effect on the Enlarged Group's business, results of operations or financial condition. If any or a combination of the following risks materialise, the Enlarged Group's business, financial condition, operational performance and share price could be materially and adversely affected to the detriment of the Company and the Shareholders. Investment in the Company is suitable for persons who can bear the economic risk of a substantial or total loss of their investment.

The risk factors deemed most material for the Enlarged Group, taking into account the potential negative impact on the Enlarged Group and the probability of occurrence, are set out first under each respective heading. The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties described in that risk factor are not genuine potential threats to an investment in the Ordinary Shares.

RISKS RELATING TO THE COMPANY'S BUSINESS STRATEGY

There can be no assurance that the Project will reach a stage of production or that it will be able to generate revenue in the short term to medium term and it may be required to raise further funds to support operations

The strategy of the Enlarged Group will be to undertake the Project in accordance with the Work Programme, which is focused on exploration and development activities in order to bring the Project to the stage of production. From Admission, the Enlarged Group will be focused on exploration and development of the Project. The Enlarged Group will be dependent upon the Net Proceeds to funds the current Work Programme. The Directors are satisfied that as a result of the Fundraising, the Enlarged Group will have sufficient funds for the purposes of carrying out the Work Programme, but there is a risk that the Enlarged Group shall require further funds in order to bring the Project through to the stage of production, which would be the point at which the Enlarged Group would be developing a revenue generating asset.

In recent years, global economic conditions have been characterised by ongoing volatility, and can suddenly and rapidly destabilise in response to any number of macro events, including natural disasters, geopolitical instability, changes to energy prices or sovereign defaults. This has most recently been the case as a result of the COVID-19 pandemic. These global events are outside of the control of the Company and could have an impact on operations and in turn results of operations and financial condition.

The Company may not receive sufficient support from its existing Shareholders to raise additional equity, and new equity investors may be unwilling to invest on terms that are favourable to the Company, or at all. The Company may also need to consider pursuing debt financing as a means to obtain additional financing but the lenders may be unwilling to provide debt financing to the Company on attractive terms, or at all. To the extent that additional equity or debt financing is necessary and remains unavailable or only available on terms that are unacceptable to the Company, the Company may be compelled to restructure its business or operations, such as by looking for investment partners, which may reduce the Company's return on the investment.

Investors should also be aware that there is a risk that the Company may not be able to raise additional funds in future in order to support the development of the Project and other activities, which may have a material adverse impact on the financial condition of the Enlarged Group.

Risk associated with the operation of the Joint Venture Partnership

DVK entered into a Joint Venture Agreement and Operatorship Agreement with TKS pursuant to which DVK is required to contribute USD 6.8 million towards funding the joint venture project ("Sole Funding Obligation"), after which TKS has the option to contribute pro-rata, dilute or exit the Joint Venture. DVK has contributed USD 900,000 to date. The Joint Venture Agreement provides for an exit option from this agreement for TKS that may be exercised within three months of DVK contributing the USD 6.8 million. The exercise of such option would compel the Enlarged Group to acquire the share of TKS in the Joint Venture. Upon the exercise of such option, the Enlarged Group would obtain a 100 per cent. interest in the Licences.

In the event of exercise of the Option, DVK will be required to repay TKS all documented costs related to the payment of the restoration bonds for each Licence. The costs of these bonds is an annual expenditure which will be absorbed by the joint venture companies on completion of the transfers and therefore the liability is expected to be limited to one or two years of insurance payments. In 2020 the cost was approximately USD14,500.

Given the relatively low cost of the bond insurance, it is not anticipated that the exercise of the option would have any adverse impact on the financial condition of the Enlarged Group nor would it impact or curtail the Work Programme contemplated in this Document, and which will be funded from the Net Proceeds and existing cash resources.

Investors should nevertheless be aware that in the future, should the Enlarged Group satisfy the Sole Funding Obligation and TKS exercises its option, the Enlarged Group may be required to divert some capital resources to the acquisition of TKS interest in the Project. This could mean that the Enlarged Group is required to curtail, vary or amend the work programme in operation at such time, to reflect the capital expenditure associated with the acquisition of the interest of its joint venture partner. It could also require the Enlarged Group to raise additional finance from shares issuances (which could be dilutive for Investors) and or to raise debt finance to support its ongoing activities.

The COVID-19 pandemic has had a negative impact on worldwide economic activity and may have an ongoing impact on our business

The Enlarged Group's exploration activities may have to be put on hold or operate at reduced capacity or subject to restriction due to COVID-19 and the associated measures put in place by the government of Kazakhstan to control COVID-19, including social distancing measures and travel restrictions. This could cause delays to the exploration of the Licences and in turn further delay the date at which the Company can generate revenues and make progress towards profitability. In addition, it is also likely to cause the Company to incur additional costs as machinery and staff may be required to remain idle whilst projects are on hold due to the government restrictions implemented in response to COVID-19. Such delays and additional costs may have a material adverse impact on the Group's financial condition and operations.

Although Mr. Walker has relocated to Kazakhstan, other key personnel or contractors may be prevented from accessing the Project and other related services, such as mineral assaying, metallurgical testwork, maybe delayed due to restrictions or outbreaks at overseas facilities or an inability to ship sample material. As at the date of this document, few localised restrictions remain in place in Kazakhstan and current exploration activities have not been effected.

The impact of COVID-19 has had a materially adverse effect on the global economy and overall business sentiment, which has the potential to negatively impact the demand and price for gold and base metals and have an impact on the financial position and prospects of the Group. Since the outbreak of COVID-19, however, despite falls in the copper and gold price during the peak of the pandemic, at present the demand for gold and copper is emerging strongly particularly due to increased demand from China and COVID-19 related reductions in the mineral supply.

Currency exchange rate fluctuations may negatively affect the Company

The Company's functional and presentational currency is GBP but a significant proportion of its ongoing operational costs will be denominated and determined in Kazakhstan's tenge. However, market prices for the commodities that the Company hopes to produce will be significantly determined in US dollars and other currencies. Consequently, changes in the exchange rates of these currencies and the tenge may positively or negatively affect the Company's cash flows, operating results or financial condition to a material extent. The Company does not intend to hedge its cash resources against risks associated with disadvantageous movements in the currency exchange rates.

When consolidating a business that has functional currencies other than GBP, the Company will be required to translate, inter alia, the balance sheet and operational results of such business into GBP. Due to the foregoing, changes in exchange rates between GBP and other currencies could lead to significant changes in the Company's reported financial results from period to period. Among the factors that may affect currency values are trade balances, levels of short-term interest rates, differences in relative values of similar assets in different currencies, long term opportunities for investment and capital appreciation and political or regulatory developments. Although the Company may seek to manage its foreign exchange exposure, including by active use of hedging and derivative instruments, there is no assurance that such arrangements will be entered into or available at all times when the Company wishes to use them or that they will be sufficient to cover the risk.

The tenge is generally not convertible outside Kazakhstan. A market exists within Kazakhstan for the conversion of tenge into other currencies, but the limited availability of other currencies may inflate their value relative to the tenge.

Legal System and Legislation Risks

The legal system in Kazakhstan is not fully developed and have inherent uncertainties that could limit the legal protections available to the Enlarged Group. The following risks relating to the Kazakh legal systems create uncertainties, many of which do not exist in countries with more developed market economies inconsistencies among, and ambiguities in: (a) laws including mining laws in Kazakhstan, decrees, orders and regulations issued by the Government and ministries, as well as local rules and regulations; (b) substantial gaps in the regulatory structure due to delay or absence of implementing regulations; and (c) a high degree of discretion on the part of governmental authorities.

In Kazakhstan, although the judicial systems can be described as independent, judges may have little experience in dealing with complex commercial law issues, which leads to unpredictability as to the outcome of any litigation. Further, it may be difficult to obtain swift and equitable enforcement. Another risk is that the introduction of new laws and regulations, or changes in legislation and the interpretation or application of legislation, in particular changes having retrospective effect, may have an adverse effect on the Enlarged Group's business and prospects.

As the legal systems develop, there can be no assurance that changes in legislation or interpretation thereof will not have a material adverse effect on the Group's business, financial condition, results of operations and future prospects.

RISK RELATING TO LICENCES AND MAINTENANCE OF APPROVALS

Ownership and Transfer of the Licences

The Licences on which the Enlarged Group will be reliant upon for the purposes of undertaking the Project are currently held by TKS, the national mining corporation. DVK is the sole funder and operator under the terms of the Operatorship Agreement. The Licences are required for the Enlarged Group to be able to undertake the Project and are therefore of fundamental importance to the operations and success of the Project.

The Licences in the Chu-Ili and Rudny Altai mineral belts in Kazakhstan are held by TKS and are due to be transferred to the Enlarged Group under the Joint Venture Agreement into subsidiaries established under AIFC law. Transfer rights are provided in Articles 40 to 48 of the Subsoil Code and allow the licence holder to grant security over licences in most circumstances.

On completion of the Licence transfer, it is intended that DVK will have an interest in 80 per cent. of the Licences and its joint venture partner, TKS, will hold an interest in the remaining 20 per cent. of the Licence in accordance with the terms of the JV Agreement. New licences will be issued by the competent authority in the name of the relevant SPV.

The joint venture partners will implement the transfer of the Licences following the establishment of the SPVs. Investors should also note the Risk Factor below titled "There could be a delay in the establishment of the SPVs".

There is a hypothetical risk that the registration of the transfer of the Licences could be refused in respect of the SPVs or that TKS reneges on its obligation under the JV Agreement to transfer the Licences to the SPVs. The Directors are not aware of any circumstances that may result in their application being refused or delayed, particularly noting that no formal consent is required in respect of the transfer from of the Licences to each SPV by TKS, as a national company. If such a risk were to materialise, TKS would retain control of the Licences; DVK would still be able to enforce its rights and obligations under each Licence in accordance with the terms of existing joint venture arrangements. For the avoidance of doubt, the process of transferring the Licences is not expected to have any negative impact on the timescale or performance of the Project.

The financial conditional and prospectus of the Enlarged Group could be adversely affected if TKS were unable to perform its obligations under the JV Agreement (for any reason) or the Licences are terminated, revoked or varied as a result of the actions of TKS.

There could be a delay in the establishment of the SPVs

TKS and DVK are required under the Joint Venture Agreement to establish subsidiaries in the AIFC region of Kazakhstan to hold the interests in the Licences. There is currently a moratorium on the establishment of subsidiaries by quasi public bodies in Kazakhstan under AIFC law until 31 December 2021. TKS is a national company and it is prohibited from establishing a subsidiary under AIFC law until the moratorium has been lifted. There is a risk that the moratorium could be extended beyond 31 December 2021 or restrictions under law could prohibit the joint venture parties from establishing a subsidiary under AIFC law.

The joint venture partners may establish a joint stock company or a limited liability partnership under the laws of Kazakhstan. If such a risk were to materialise, the Directors believe that this would have an impact on the form but not the substance of the joint venture and parties may need to amend the Joint Venture Agreement to reflect the new structure.

The Directors do not expect this matter to have any substantive impact upon the operation of the Project. The Directors expect the SPVs will be established during H1 2022 and following their establishment, TKS will procure the transfer of the Licences to an SPVs.

The financial conditional and prospectus of the Enlarged Group could be adversely affected if TKS were unable to establish SPVs and to give effect to the transfer of the Licences. This would mean that DVK would not have a direct interest in the Licences (which would be the main asset of the Enlarged Group) and it would be required to enforce its rights and obligations under the JV Agreement.

The Company may be unable to acquire or renew necessary exploration or mining rights and concessions, licences, permits and other authorisations and/or such concessions, rights, licences, permits and other authorisations may be suspended, terminated or revoked prior to their expiration

According to the Constitution of the Republic of Kazakhstan (1995, as amended), natural resources, including minerals, belong to the state. Rights to use solid minerals are referred to as "subsoil use rights" and are granted in the form of exploration and exploitation licences under the Subsoil and Subsoil Use Code (the "Subsoil Code"). This Code was adopted in December 2017 and came into effect June 2018.

The Licences are exploration licences ("ELs"), as defined under the subsoil use agreements with the government of Kazakhstan. An EL is granted for an initial period of six years (with a further five years extension subject to reduction of the licence area by 40 per cent.). The Enlarged Group's Licences were issued in 2020. Minimum annual expenditure is required and calculated through a "monthly calculation index" (MRP) and the total aggregate annual expenditure requirement for the Licences for the first three years is USD 537,924. The proposed Work Programme provides for expenditure on the Licences of USD 1,836,892 in the first 18 months and so the Directors believe that the Company will comfortably be able to meet the necessary minimum expenditure.

Any delay in obtaining or renewing a licence, permit or other authorisation may result in a delay in investment or development of a resource and may have a materially adverse effect on the business, results of operations, cash flows and financial condition. In addition, any existing exploration or mining rights and concessions, licences, permits and other authorisations may be suspended, terminated or revoked if the Company fails to comply with the relevant requirements.

RISKS RELATING TO THE PERSONNEL

The Enlarged Group will have a small management team

One of the main assets of the Company is the combined experience and expertise of its Board and geological/technical team. The Enlarged Group is reliant on a small number of key personnel, specifically Mr. Walker. The loss of one or more of its key personnel could have an adverse impact on the business of the Enlarged Group. Furthermore, it may be particularly difficult for the Enlarged Group to attract and retain suitably qualified and experienced people, given the competition from other industry participants, the location of its operations and the relevant size of the Enlarged Group.

There is no assurance that the Enlarged Group will successfully continue to retain existing specialised personnel or attract additional experienced and qualified senior management and/or mining personnel required to successfully execute and implement the Enlarged Group's business plan, which will be particularly important as the Enlarged Group expands. Competition for such personnel is intense. The loss of such personnel and the failure to successfully recruit replacements in a timely manner, or at all, would have a material adverse effect on its business, prospects, financial condition and results of operations.

The Company may be unable to hire or retain personnel required to support the Company

The Company may determine that it requires increased support to operate and manage the business in accordance with the Company's overall strategy. There can be no assurance that existing personnel will be adequate or qualified to carry out the Company's strategy, or that the Company will be able to hire or retain experienced, qualified employees to carry out the Company's strategy.

The Company relies on the services of third parties to implement its growth and development Development of the Licences will require the Enlarged Group to engage contractors, subcontractors and consultants.

Independent contractors are often used in operations in the natural resources sector. In periods of high commodity prices, demand for key contractors may exceed supply, resulting in increased costs or lack of availability and delays to projects. Furthermore, the Group will have less control over independent contractors than it does over its employees, which creates a risk that such contractors will not operate in accordance with the Group's safety standards or other policies, potentially exposing the Group to liabilities. Any of the foregoing circumstances could have an adverse effect on the Group's operating results and cash flows.

The successful development of the Licences depends on adequate infrastructure and transportation systems. The regions of Kazakhstan in which the Licences are located are sparsely populated and any such issues in respect of the infrastructure supporting or at the Licences could materially and adversely affect the Enlarged Group's business, results of operations, financial condition and prospects.

EXPLORATION, DEVELOPMENT AND OPERATIONAL RISKS

There is no certainty that exploration and development expenditure by the Enlarged Group will result in the discovery of economic deposits or lead to profitable commercial operations

Mineral exploration and development involves a high degree of risk. A large number of projects that are explored ultimately fail to be developed into producing mines. Success in defining mineral resources and reserves is the result of a number of factors, including the level of geological and technical expertise, the quality of land available for exploration and other factors.

The Licences cover ground which is prospective for valuable minerals and located close to previous or existing operations, but largely underexplored using modern exploration techniques. It is hoped that the Work Programme will lead to new discoveries and resources which can be ultimately commercially developed, but early stage exploration is highly speculative. There can be no assurance that any exploration and development activities of the Group will result in the discovery of an economic deposit.

The projected timing and cost of the Work Programme are estimated and may not produce the desired results. Most exploration projects do not result in the discovery of commercially mineable deposits. Any decision by the Enlarged Group to explore or develop a mineral property will typically be based on the analysis of geological and mineralogical data and estimates of the cost to complete further exploration or development work. Actual costs may differ significantly from those anticipated by such analyses and estimates.

Mineral resource exploration and development activities may be disrupted, damaged or delayed by a variety of problems outside of the Group's control

Mineral resource exploration and development activities may be disrupted, damaged or delayed by a variety of problems outside of the Group's control, such as:

variations in grade, deposit size, density, unusual or unexpected rock formations and other geological problems;
seismic activity, structural cave-ins or slides, flooding, drought, fires, explosions, storms, the physical effects of climate change or other natural disasters;
operational and technical difficulties encountered in trenching, drilling, development, production and treatment activities;
metallurgical and other processing problems;
failure to locate or identify mineral deposits;
delays to or failure to obtain regulatory or landowner consents or approvals;
unavailability or significant increases in the cost of drilling, mining, processing and other equipment or supplies, including water, fuel, power and transportation facilities;
industrial disputes and labour force disruptions or shortages of skilled workers and management;
delays in installing and commissioning plant and equipment;
difficulty in commissioning mechanical equipment or performance problems, break down or failures and other technical problems with mechanical equipment;
default or non-performance by third parties providing essential services;
interruptions due to adverse or hazardous weather conditions;
environmental and industrial hazards and accidents;
changes in government regulations relating to matters such as prices, taxes, equity participation, royalties, land use, importing and exporting of minerals and environmental protection; and
civil unrest, an outbreak of hostilities and other force majeure events.

If the Group's operations were to be subject to any of the issues listed above, this could affect the costs, timelines and viability of the Group's operations for indeterminate periods and its overall financial condition and prospects. Although the Group intends to maintain suitable insurance policies to cover certain of the above risks, the Group's insurance may not cover every potential risk associated with its operations. Adequate coverage at reasonable rates is not always obtainable and may not cover any business interruptions such as equipment failure or labour dispute. The occurrence of a significant adverse event not covered by insurance could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

RISKS ASSOCIATED WITH THE NATURAL RESOURCES SECTOR

Recovery, reserve and resource estimates may prove inaccurate and reporting standards may differ from the standards of other jurisdictions

There are numerous uncertainties the Group faces that are inherent in estimating quantities of resources and reserves and cash flows to be derived therefrom, including many factors that are beyond the control of the Group. The interpretation and estimates of the amounts of reserves and resources are subjective and the results of exploration and estimation of future cash flows subsequent to the date of any particular estimate may result in substantial revisions to the original interpretation and estimates.

Moreover, different geologists may make different estimates of reserves, resources and cash flows based on the same available data and may make different estimates depending on which classification system is adopted. Actual production, revenues and expenditures with respect to reserves and resources will vary from estimates and the variances may be material.

The estimates assume that the Group's assumptions as to its capital expenditure and operating costs are accurate and that the development plans of the Group are successfully implemented. There can be no assurance that actual capital expenditures will not vary significantly from current estimates or that the Group will be able to implement its development strategy on the timetable currently envisaged.

The Company's future growth could be adversely affected if it fails to manage relationships with local communities, government and non government organisations

The public is increasingly concerned about the perceived negative effects of globalisation. Consequently, businesses often face increasing public scrutiny of their operations. Although there are no major habitations on or near the current activities ongoing at the Licences, nearby communities may perceive the operations as disadvantageous to their environmental, economic or social circumstances.

The Subsoil Code also includes provisions that promote local employment and procurement (Article 28) and investment in local training and research. Articles 212 and 213 provide further specifications relevant to training, research, and local procurement apply in respect of production licences; investors should be aware that the Enlarged Group will be required to observe such obligations at a point of being granted a production licence (if applicable). Mining licences generally contain conditions that elaborate on the above-mentioned environmental and social obligations.

Negative community reaction to such operations could have a materially adverse impact on the cost, profitability, ability to finance or even the viability of an operation. Such events could also lead to disputes with the national or local governments or with local communities and give rise to material reputational damage. The ownership of rights with respect to land and resources can be challenged. The inherent unpredictability in these disputes may cause disruption to projects or operations. Failure to manage relationships with local communities, government and nongovernment organisations may adversely affect the Company's reputation, as well as its ability to commence production projects, which could in turn affect the Company's revenues, results of operations and cash flows.

Safety, health and environmental exposures and related regulations may expose the Company to increased litigation, compliance costs, interruptions to operations, unforeseen environmental remediation expenses and loss of reputation

The extractive and processing industry is highly regulated by health, safety and environmental laws. The Company's operations may be subject to these kinds of governmental regulations in any region in which it operates. Operations are subject to general and specific regulations and restrictions governing production, mining and processing, land tenure and use, environmental requirements (including site specific environmental licences, permits and remediation requirements), workplace health and safety, social impacts and other laws.

The activities of the Enlarged Group will be subject to usual hazards and risks normally associated with exploring and developing natural resource projects. Should any of these risks and hazards affect the Enlarged Group's exploration, development or mining activities, it may cause the cost of production to increase to a point where it would no longer be economically viable to produce mineral resources from the Enlarged Group's properties, require the Company to write-down the carrying value of one or more mineral projects, cause delays or a stoppage of mining and processing, result in the destruction of mineral properties or processing facilities, cause death or personal injury and related legal liability; any and all of which may have a material adverse effect on the Company.

The Law of the Republic of Kazakhstan "On Civil Protection" (dated April 11, 2014 No. 188-V, as amended) is the main law governing health and safety at industrial sites. In accordance with this law, the project design documentation as well as mine plans, industrial safety declarations, and closure plans must undergo compulsory industrial safety expertise. A positive conclusion on industrial safety issued by the Industrial Safety Committee is mandatory to all mining operations.

The natural resources sector is subject to commodity price fluctuations, which may adversely impact the results of operations, financial condition and prospects of the Group

Historically, the prices of certain commodities have been volatile for many reasons, including levels of global and regional supply and demand (particularly from the US and China) and in response to the actions of commodity traders. Other factors affecting commodity prices include but are not limited to geopolitical uncertainty; availability of processing equipment; availability of transportation; level and availability of government subsidies; price and availability of new technologies; political, economic and military developments; domestic and foreign governmental regulations and actions, including export restrictions, taxes, repatriations and nationalisations; global and regional economic conditions; and weather conditions and natural disasters. It is not possible to predict accurately future commodity price movements and commodity prices may not remain at their current levels. Any material decline in commodity prices in the medium to long term could have a material adverse impact on the results of operations, financial condition and prospects of the Group. As the global economic environment experiences a substantial downturn due to COVID-19 and continues to remain relatively weak for the medium to long term, the ability of the Group to realise the value in its Portfolio (whether through a trade sale, joint venture, strategic partnership or otherwise) may be adversely affected, and may not be economically viable at certain long term price levels. However, despite falls in the copper and gold price during the peak of the COVID-19 pandemic, at present the demand for copper and gold is emerging strong from the pandemic particularly due to increased demand from China and COVID-19 related reductions in the mineral supply. The price of copper has also seen a particular appreciation in recent years since it is an important commodity in the electrification of energy and transport. Prices for these commodities are now currently exceeding their prevailing market prices prior to the COVID-19 pandemic.

Adverse and volatile economic conditions can also limit the Group's ability to anticipate revenues and costs and can affect the Group's ability to implement planned projects. In addition, industry analysts are likely to take such conditions into account when assessing the prospective business and creditworthiness of the Group and any adverse determinations may make it more difficult for the Company to raise capital in the future to finance the Group's business.

General Waiver required under the Subsoil Use Code

As at the date of this Document, the Licences are registered in the name of TKS, the national mining company. Corporate entities in Kazakhstan with an interest in subsoil user rights are generally required to obtain the consent or waiver of the competent authority prior to undertaking any placing or issue of further securities (including, the exercise of convertible options, warrants and other securities). Issuers whose securities are traded on a recognised stock exchange are generally exempt from this requirement if it has obtained a general consent from the competent authority to issue new securities. On that basis, the Directors intend to seek a general consent for the placement or issue of further securities in the Company shortly after acquiring an interest in the Licences through the SPVs. The Directors have formed the view, after consultation with its local advisers, that such approvals are not required in respect of Admission and the Fundraising on the basis that DVK does not have direct or indirect control of subsoil user rights (including the Licences). There is in the Directors view a very low risk that the local competent authorities or national bodies could apply a different interpretation in relation to the transaction. Failure to observe these requirements can result in the issuance of significant fines and or penalties, or in certain cases, the withdrawal of the licences. Any breach could therefore have a material adverse impact on the Enlarged Group.

RISKS RELATING TO THE COMPANY'S LISTING AND ORDINARY SHARES

Issue of New Shares as a result of the Acquisition will be dilutive to the interests of the holders of the Existing Shares and future issues of new Ordinary Shares are likely to be dilutive to the interests of the holders of Existing Shares

As a result of Admission, the holders of Existing Shares will experience a 61.8 per cent. dilution as a result of the issue of 112,710,000 New Shares (that is, their proportionate interest in the Company will decrease by 61.8 per cent.). Set out below is a Table summarising the Ordinary Shares being issued on Admission (together comprising the "New Shares") and the impact of dilution to the interests of the holders of Existing Shares.

Ordinary Shares issued on Admission	Percentage of the Enlarged Ordinary Share Capital on Admission	Percentage dilution resulting to the holders of Existing Shares on Admission on a pro-rata basis and assuming no other changes to Enlarged Ordinary Share Capital
45,000,000 Consideration Shares 62,000,000 Fundraising Shares 5,350,000 Ilwella Loan Shares 360,000 Fee Shares	24.7% 34.0% 2.9% 0.2%	39.3% 47.1% 7.1% 0.5%
Total	–––––––– 61.8% ––––––––	–––––––– 61.8% ––––––––

Any subsequent issue of Ordinary Shares in the future may dilute the interests of Shareholders and could impact upon the price of the Ordinary Shares.

Investors should be aware that under the terms of the Acquisition Agreement, the Sellers are entitled to receive Performance Shares subject to and conditional upon the satisfaction of certain performance conditions. It is not anticipated that the performance conditions will be satisfied in the short term following Admission, as the milestone can only be achieved after the exploration and development activities under the Work Programme have reached a significant stage of progression. Nor can then be any assurance that the performance condition will be satisfied. The Performance Shares will represent approximately 41.2 per cent. of the Enlarged Ordinary Share Capital on Admission. Assuming that there are no changes to the Enlarged Ordinary Share Capital, the maximum total dilution which would result from the issue and allotment of the Performance Shares to the Sellers in accordance with the Acquisition Agreement is 29.2 per cent.

Following Admission, the holders of Existing Shares could experience a total dilution of 75.4 per cent. (in aggregate) as a result of the issue of the New Shares, the Performance Shares and the full exercise of all Options and Warrants in issue on Admission (assuming that there are no changes to the Enlarged Ordinary Share Capital from Admission).

Please note that under Risk Factor titled "There can be no assurance that either Project will reach a stage of production and/or that it will be able to generate revenue in the short term to medium term and it may be required to raise further funds to support operations" (above), the Company may seek to raise further capital from the issue of new Ordinary Shares and such share issues could be potentially dilutive to existing shareholders.

Shareholders may well be diluted if the Options and Warrants are exercised

As at the date of this Document, the Company has granted Options to management and certain employees of the Enlarged Group and it has also issued Warrants to Founders and certain advisers, namely, Peterhouse and Orana. In the event that any of the Options and Warrants are exercised and the share price per Ordinary Share is higher than then subscription price for the Options and Warrants, the interests of the Shareholders will be diluted. Assuming no changes are made to the Enlarged Ordinary Share Capital, the maximum total dilution which would result from the exercise of the Options and Warrants is 12.5 per cent.

The Company will not comply with the minimum market capitalisation requirement of £30m under Listing Rule 2.2.7R(1) in the context of the Acquisition and Re-Admission, but it is permitted to proceed with the transaction on the basis of transitional arrangements put in place for shell companies

The Company's Ordinary Shares were admitted to the Official List by way of a Standard Listing and to trading on the London Stock Exchange's main market for listed securities on 4 May 2021 ("IPO Admission") and the Company is deemed to be a cash shell in accordance with Listing Rule 5.6.5AR. The Company was formed to undertake one or more acquisitions of a majority interest in a company, business or asset.

On IPO Admission, the Company's shares were required to have an aggregate market value of at least £700,000 and the Company was able to satisfy this requirement. Since IPO Admission, the Listing Rules have been amended so that the minimum market capitalisation threshold requirement for premium and standard listing segments for shares in companies (other than funds) is increased from £700,000 to £30,000,000.

The Company was listed as a cash shell prior to 3 December 2021. In connection with the transaction described in this Document, the Company made an application to the FCA for an eligibility review and provided the FCA (together with a draft of this Document) in accordance with Listing Rule 5.6.21R before 4:00 pm on 1 December 2023. The Listing Rules include transitional arrangement for shell companies (including the Company) in such circumstances. On completion of the Acquisition, the Company is therefore required to have a minimum market capitalisation of £700,000 pursuant to the transitional arrangements applicable to shell companies.

In circumstances where the Company were to undertake a further reverse takeover (or analogous transaction) requiring the eligibility of the Company to be re-assessed following the completion of the Acquisition, such transitional arrangements would cease to apply.

In circumstances where the Company were unable to satisfy the minimum market capitalisation requirement, the Company would be unable to meet the eligibility requirements to maintain its listing and would be required to de-list, meaning that shareholders of the Company would hold shares in a nontrading public company (assuming it was unable to secure a listing on another exchange).

The Directors do not have an intention of undertaking a further acquisition that may result in a reverse takeover under the listing rules (or an analogous transaction) which would result in the eligibility requirements of the Company being reassessed.

The proposed Standard Listing of the Ordinary Shares will afford Investors a lower level of regulatory protection than a Premium Listing

A Standard Listing will afford investors in the Company a lower level of regulatory protection afforded to investors in a company with a Premium Listing, which is subject to additional obligations under the Listing Rules. A Standard Listing will not permit the Company to gain a FTSE indexation, which may have an adverse effect on the valuation of the Ordinary Shares.

The Company may be unable to transfer to a Premium Listing

The Company is not currently eligible for a Premium Listing under Chapter 6 of the Listing Rules. There can be no guarantee that the Company will meet such eligibility criteria or that a transfer to a Premium Listing or other listing venue will be achieved. If the Company does not achieve a Premium Listing or the Directors decide to maintain the Standard Listing, the Company will not be obliged to comply with the higher standards of corporate governance or other requirements which it would be subject to upon achieving a Premium Listing and, for as long as the Company continues to have a Standard Listing, it will be required to continue to comply with the lesser standards applicable to a company with a Standard Listing. This would mean that the Company could be operating a substantial business but would not need to comply with such higher standards as a Premium Listing provides.

Investors may not be able to realise returns on their investment in Ordinary Shares within a period that they would consider to be reasonable

Investments in Ordinary Shares may be relatively illiquid. There may be a limited number of Shareholders and this factor, together with the number of Ordinary Shares to be issued pursuant to the Placing, may contribute both to infrequent trading in the Ordinary Shares on the London Stock Exchange and to volatile Ordinary Share price movements. Investors should not expect that they will necessarily be able to realise their investment in Ordinary Shares within a period that they would regard as reasonable. Accordingly, the Ordinary Shares may not be suitable for short-term investment. Admission should not be taken as implying that there will be an active trading market for the Ordinary Shares. Even if an active trading market develops, the market price for the Ordinary Shares may fall below the Placing Price.

Dividend payments on the Ordinary Shares are not guaranteed and the Company does not intend to pay dividends prior to an Acquisition

To the extent the Company intends to pay dividends on the Ordinary Shares, it will pay such dividends following (but not before) an Acquisition, at such times (if any) and in such amounts (if any) as the Board determines appropriate and in accordance with applicable law, but expects to be principally reliant upon dividends received on shares held by it in any operating subsidiaries in order to do so. Payments of such dividends will be dependent on the availability of any dividends or other distributions from such subsidiaries. The Company can therefore give no assurance that it will be able to pay dividends going forward or as to the amount of such dividends, if any.

RISKS RELATING TO TAXATION

Changes in taxation legislation or practice may adversely affect the Company and the tax treatment for Shareholders investing in the Company

Any change in the Company's tax status or in taxation legislation could affect the Company's ability to provide returns to Shareholders. Statements in this Document concerning the taxation of investors in Ordinary Shares are based on current tax law and practice which are subject to change. The taxation of an investment in the Company depends on the individual circumstances of investors. Investors should consider carefully whether an investment in the Company is suitable for them in light of the potential risk factors, their personal circumstances and the financial resources available to them and should obtain their own professional advice where they consider necessary.

There can be no assurance that the Company will be able to make returns for Shareholders in a tax-efficient manner

The Company has made certain assumptions regarding taxation. However, if these assumptions are not borne out in practice, taxes may be imposed with respect to any of the Company's assets, or the Company may be subject to tax on its income, profits, gains or distributions in a particular jurisdiction or jurisdictions in excess of taxes that were anticipated. This could alter the post-tax returns for Shareholders (or Shareholders in certain jurisdictions). The level of return for Shareholders may also be adversely affected. Any change in laws or tax authority practices could also adversely affect any post-tax returns of capital to Shareholders or payments of dividends (if any, which the Company does not envisage the payment of, at least in the short to medium-term). In addition, the Company may incur costs in taking steps to mitigate any such adverse effect on the post-tax returns for Shareholders.

CONSEQUENCES OF A STANDARD LISTING

Application will be made for the Ordinary Shares to be admitted to listing on the Official List pursuant to Chapter 14 of the Listing Rules, which sets out the requirements for Standard Listings. Listing Principles 1 and 2 (but not 3 to 6) as set out in Chapter 7 of the Listing Rules also apply to the Company, and the Company complies with such Listing Principles.

However, while the Company has a Standard Listing, it is not required to comply with the provisions of, among other things:

Chapter 8 of the Listing Rules regarding the appointment of a sponsor to guide the Company in understanding and meeting its responsibilities under the Listing Rules in connection with certain matters. The Company has not and does not intend to appoint such a sponsor in connection with the Placing and Admission;
Chapter 9 of the Listing Rules relating to continuing obligation. It should be noted that the Company is not subject to restrictions relating to further issues of shares, issuing shares at a discount in excess of ten (10) per cent. of market value, notifications and contents of financial information;
Chapter 10 of the Listing Rules relating to significant transactions. It should be noted therefore that Acquisitions will not require Shareholder consent, even if Shares are being issued as consideration for the Acquisition;
Chapter 11 of the Listing Rules regarding related party transactions. Nevertheless, pursuant to LR 14.3.25R the Company is obliged to comply with DTR 7.3 (related party transactions) which requires the Company to establish procedures to establish and maintain adequate procedures, systems and controls to enable it to assess whether a transaction or arrangement with a related party is in the ordinary course of business and has been concluded on normal market terms. There is also an announcement obligation for related party transactions of a material size.as more fully described in LR 14.3.25;
Chapter 12 of the Listing Rules regarding purchases by the Company of its Shares. In particular, the Company has not adopted a policy consistent with the provisions of Listing Rules 12.4.1 and 12.4.2; and
Chapter 13 of the Listing Rules regarding the form and content of circulars to be sent to Shareholders.

It should be noted that the FCA will not have the authority to (and will not) monitor the Company's compliance with any of the Listing Rules which the Company has indicated herein that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company so to comply.

IMPORTANT INFORMATION

In deciding whether or not to invest in New Shares, prospective Investors should rely only on the information contained in this Document. No person has been authorised to give any information or make any representations other than as contained in this Document and, if given or made, such information or representations must not be relied on as having been authorised by the Company or the Directors. Without prejudice to the Company's obligations under the FSMA, the Prospectus Regulation Rules, Listing Rules and Disclosure Guidance and Transparency Rules, neither the delivery of this Document nor any subscription made under this Document shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Document or that the information contained herein is correct as at any time after its date.

Prospective Investors must not treat the contents of this Document or any subsequent communications from the Company, the Directors, or any of their respective affiliates, officers, directors, employees or agents as advice relating to legal, taxation, accounting, regulatory, investment or any other matters.

The section headed "Summary" should be read as an introduction to this Document. Any decision to invest in the Ordinary Shares should be based on consideration of this Document as a whole by the Investor. In particular, Investors must read the section headed "What are the key risks that are specific to the issuer" of the Summary together with the risks set out in the section headed "Risk Factors".

This Document is being furnished by the Company in connection with an offering exempt from registration under the Securities Act solely to enable prospective Investors to consider the purchase of the New Shares. Any reproduction or distribution of this Document, in whole or in part, and any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the New Shares offered hereby is prohibited. Each offeree of New Shares, by accepting delivery of this Document, agrees to the foregoing.

This Document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer or invitation to subscribe for or buy, any Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation. The distribution of this Document and the offering of the Ordinary Shares in certain jurisdictions may be restricted. Accordingly, persons outside the United Kingdom who obtain possession of this Document are required by the Company, and the Directors to inform themselves about, and to observe any restrictions as to the offer or sale of Shares and the distribution of, this Document under the laws and regulations of any territory in connection with any applications for Shares, including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. No action has been taken or will be taken in any jurisdiction by the Company or the Directors, that would permit a public offering of the Ordinary Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this Document other than in any jurisdiction where action for that purpose is required. Neither the Company, nor the Directors accepts any responsibility for any violation of any of these restrictions by any other person.

The Ordinary Shares have not been and will not be registered under the Securities Act, or under any relevant securities laws of any state or other jurisdiction in the United States, or under the applicable securities laws of any other jurisdiction. Subject to certain exceptions, the Ordinary Shares may not be, offered, sold, resold, reoffered, pledged, transferred, distributed or delivered, directly or indirectly, within, into or in the United States, Australia, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa.

Data protection

The Company may delegate certain administrative functions in relation to the Company to third parties and will require such third parties to comply with data protection and regulatory requirements of any jurisdiction in which data processing occurs. Such information will be held and processed by the Company (or any third party, functionary or agent appointed by the Company) for the following purposes:

(a) verifying the identity of the prospective Investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;
(b) carrying out the business of the Company and the administering of interests in the Company;
(c) meeting the legal, regulatory, reporting and/or financial obligations of the Company in the United Kingdom or elsewhere; and
(d) disclosing personal data to other functionaries of, or advisers to, the Company to operate and/or administer the Company.

Where appropriate it may be necessary for the Company (or any third party, functionary or agent appointed by the Company) to:

(a) disclose personal data to third party service providers, agents or functionaries appointed by the Company to provide services to prospective Investors; and
(b) transfer personal data outside of the EEA to countries or territories which do not offer the same level of protection for the rights and freedoms of prospective Investors as the United Kingdom.

If the Company (or any third party, functionary or agent appointed by the Company) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant personal data is disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such personal data.

In providing such personal data, Investors will be deemed to have agreed to the processing of such personal data in the manner described above. Prospective Investors are responsible for informing any third-party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions.

Selling and transfer restrictions

Prospective Investors should consider (to the extent relevant to them) the notices to residents of various countries set out in "Part XII – Notices to Investors".

Investment considerations

In making an investment decision, prospective Investors must rely on their own examination, analysis and enquiry of the Company, this Document and the terms of the Placing, including the merits and risks involved. The contents of this Document are not to be construed as advice relating to legal, financial, taxation, investment decisions or any other matter. Prospective Investors should inform themselves as to:

the legal requirements within their own countries for the purchase, holding, transfer or other disposal of the Ordinary Shares;
any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of the Ordinary Shares which they might encounter; and
the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of the Ordinary Shares or distributions by the Company, either on a liquidation and distribution or otherwise. Prospective Investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.

An investment in the Company should be regarded as a long-term investment. There can be no assurance that the Company's objective will be achieved.

It should be remembered that the price of the Ordinary Shares, and any income from such Shares, can go down as well as up.

This Document should be read in its entirety before making any investment in the Ordinary Shares. All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Memorandum of Association and Articles of Association of the Company, which Investors should review.

Forward-looking statements

This Document includes statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the Document and include statements regarding the intentions, beliefs or current expectations of the Company and the Board of Directors concerning, among other things: (i) the Company's objective, acquisition and financing strategies, results of operations, financial condition, capital resources, prospects, capital appreciation of the Ordinary Shares and dividends; and (ii) future deal flow and implementation of active management strategies, including with regard to any acquisitions. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not a guarantee of future performance. The Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in this Document. In addition, even if the Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this Document, those results or developments may not be indicative of results or developments in subsequent periods.

Prospective Investors should carefully review the "Risk Factors" section of this Document for a discussion of additional factors that could cause the Company's actual results to differ materially, before making an investment decision. For the avoidance of doubt, nothing in this paragraph constitutes a qualification of the working capital statement contained in paragraph 15 of "Part XI – Additional Information".

Forward looking statements speak only as at the date of this Document. Subject to its legal and regulatory obligations (including under the Prospectus Regulation Rules), the Company expressly disclaims any obligation to update or revise any forward looking statement contained herein to reflect any change in expectations with regard thereto or any changes in events, conditions or circumstances on which any statement is based unless required to do so by law or any appropriate regulatory authority, including, FSMA, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and UK MAR.

Market data

Where information contained in this Document has been sourced from a third party, the Company and the Directors confirm that such information has been accurately reproduced and, so far as they are aware and have been able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Currency presentation

Unless otherwise indicated, all references to "\$", "USD" or "US dollars" are to the lawful currency of the US, all references in this Document to "£" or "Pounds Sterling" are to the lawful currency of the UK.

No incorporation of website

The contents of any website of the Company or any other person do not form part of this Document.

Definitions

A list of defined terms used in this Document is set out in "Part XIII – Definitions".

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Document	14 December 2021
General Meeting of the Company	10.30 a.m. on 5 January 2022
Results of the General Meeting	11.00 a.m. on 5 January 2022
Completion of the Acquisition	10 January 2022
Re-Admission and commencement of dealings in the Enlarged Ordinary Share Capital	8.00 a.m. on 10 January 2022
CREST members' accounts credited in (where applicable)	10 January 2022
Dispatch of definitive share certificates for Shares (where applicable)	by no later than 10 days from Admission

All references to time in this Document are to London, UK time unless otherwise stated and each of the times and dates are indicative only and may be subject to change.

ADMISSION STATISTICS

Shares in issue at the date of this Document	69,540,164
Total Placing Shares	38,050,000
Total Subscription Shares	23,950,000
Total Consideration Shares to be issued on Admission	45,000,000
Total Ilwella Loan Shares to be issued on Admission	5,350,000
Total Fee Shares to be issued on Admission	360,000
Enlarged Ordinary Share Capital	182,250,164
Percentage of Enlarged Ordinary Share Capital represented by Fundraising Shares	34.0%
Total number of Options	11,250,000
Total number of Founder Warrants	6,000,000
Total number of Broker Warrants	2,767,500
Total number of Orana Warrants	6,046,005
Total number of Warrants in issue on Admission	14,813,505
Total number of Options and Warrants	26,063,505
Total Performance Shares capable of being issued following Admission	75,000,000
Fully Diluted Ordinary Share Capital on Admission	283,313,669
Percentage of Fully Diluted Ordinary Share Capital represented by Warrants	5.2%
Fundraise Price per New Share	£0.05
Estimated Net Proceeds receivable by the Company	£2,604,135
Estimated transaction costs (inc VAT)	£513,865
Expected market capitalisation of the Company on Admission at the Fundraise Price	£9,112,508

DEALING CODES

The dealing codes for the Ordinary Shares will be as follows:

ISIN	GB00BN92HZ16
SEDOL	BN92HZ1
TIDM	EST
LEI	2138001Y6SMQC8DX2B40

DIRECTORS, PROPOSED DIRECTORS, AGENTS AND ADVISERS

Directors	Charles Wood (Non-executive Director) Anthony Eastman (Non-executive Director) Alexander ("Sandy") Barblett (Non-executive Director)
Proposed Directors	Alexander ("Alex") Walker (Chief Executive Officer) David Minchin (Non-executive Director)
Registered Office	Eccleston Yards 25 Eccleston Place London SW1W 9NF
Company Secretary	Orana Corporate LLP Central Working Victoria Eccleston Yards 25 Eccleston Place London SW1W 9NF
Company Website	www.east-star-resources.com
Broker and Placing Agent	Peterhouse Capital Limited 80 Cheapside London EC2V 6EE
Reporting Accountants and Auditor to the Company	PKF Littlejohn LLP 15 Westferry Circus Canary Wharf London E14 4HD
Solicitors to the Company as to Admission	Hill Dickinson LLP The Broadgate Tower 20 Primrose Street London EC2A 2EW
Kazakh Legal Advisers	Aequitas Abai Avenue, 47, Office 2 050000 Almaty Kazakhstan
Competent Person	SRK ES 12 St Andrew's Crescent Cardiff CF10 3DD Wales UK
Registrars	Share Registrars Limited Molex House The Millennium Centre Crosby Way Farnham Surrey GU9 7XX

PART I

LETTER TO SHAREHOLDERS

EAST STAR RESOURCES PLC

(Registered in England under Companies Act 2006, Registered No. 13025608)

Existing Directors: Registered Office:

C Wood (non-executive director) Eccleston Yards A Eastman (non-executive director) 25 Eccleston Place A Barblett (non-executive director) London

SW1W 9NF

To the holders of Existing Shares and warrants in issue at 14 December 2021 the date of this Document

Dear Shareholder,

Acquisition of Discovery Ventures Kazakhstan Limited

Waiver of Rule 9 of the City Code on Takeovers and Mergers

Admission of 182,250,164 Ordinary Shares to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's main market for listed securities

Placing and Subscription for 62,000,000 Ordinary Shares at £0.05 per Ordinary Share

and

Notice of General Meeting

1. Introduction

I am writing to you on behalf of the Board of the Company in relation to the proposed transaction. The Company announced on 19 July 2021 that it had conditionally agreed to acquire the entire issued share capital of Discovery Ventures Kazakhstan Limited ("DVK") from the Sellers with the consideration being satisfied by the issue and allotment to the Sellers of the Consideration Shares and Ilwella Loan Shares. The Acquisition is conditional upon, inter alia, Admission and subject to the completion of the Acquisition, the Company will become the holding company of DVK. Following Re-Admission, the principal activity of the Enlarged Group will be the exploration, development and exploitation of the Project in Kazakhstan.

The purpose of this Document is to explain the background to and reasons for the Acquisition, which is in line with the Company's strategy. The Acquisition, if completed, will constitute a Reverse Takeover under the Listing Rules because of the size of DVK in relation to that of the Company and the fact that it will give rise to a fundamental change to the business, board composition and voting control of the Company resulting in the Company becoming an operating company.

Shareholder approval is also required under the City Code to approve the Waiver of the obligation that may otherwise arise on certain Sellers to make a general offer for the Company. The Concert Party comprises Mr. Alexander Walker, Reedbuck Nominees Pty Ltd (the ultimate beneficial owner of which is Mr. Melvin Yeo) and Mr. Rainer Heinz Ellmies (the "Concert Party"). Following the completion of the Acquisition, the Sellers shall receive the Consideration Shares and, subject to the satisfaction of certain conditions, will be entitled to receive the Performance Shares. In addition, the members of the Concert Party intend to participate in the subscription for a total of 1,300,000 Placing Shares. As a result of the issue of the Consideration Shares and the subscription for 1,300,000 Placing Shares, the Concert Party shall have an aggregate holding of 39,549,044 Ordinary Shares representing 21.7 per cent. of the Enlarged Ordinary Share Capital. The Concert Party may further increase their interest in the Company as a result of the exercise of 8,000,000 Management Options to be granted to Mr. Walker and the issue and allotment of the Performance Shares. If Mr. Walker's Management Options are exercised and the Performance Shares are allotted, the Sellers who are deemed to be acting in concert, would in aggregate hold 111,297,450 Ordinary Shares, representing 43.8 per cent. of the Company's issued share capital as enlarged by such exercise and allotment.

Without the waiver of the obligation under Rule 9 of the City Code, the issue of the Performance Shares and the exercise of the Management Options by Mr. Walker would require the members of the Concert Party to make a general offer for the entire issued and to be issued share capital of the Company not already held by them. The Panel has agreed with the Company to grant such a waiver, subject to the approval of the Waiver Resolution at the General Meeting by Independent Shareholders.

Accordingly, a General Meeting of the Company is being convened at which resolutions will be proposed, inter alia, to approve the Acquisition (including the Whitewash Resolution), the issue and allotment of the New Shares and the grant of Options and Warrants (including the Management Options), in accordance with the notice of General Meeting (attached at the Appendix to this Document) and are summarised in paragraph 13 of this Part. Your attention is drawn to the information set out in Parts I to VI of this Document, which contain important information in relation to the Proposals.

2. Background to and reasons for the Acquisition and the Enlarged Group Strategy

Background

The Company was admitted to the standard listing segment of the Official List with trading becoming effective on the Main Market with effect from 4 May 2021, having raised gross proceeds of approximately £1,985,000 to pursue its strategy from fundraising activities.

The Company was formed to undertake one or more acquisitions of a majority interest in a company, business or asset with a focus upon opportunities in the natural resources sector. In selecting opportunities, the Directors have considered assets close to first production and, subject to providing necessary support and funding, project which are capable of becoming revenue generating within a suitable timeframe from completion of an acquisition. The Company has not limited its review to a particular class of commodities or a geographic location. The Directors have, nevertheless, restricted their search to geographic regions with established mining projects, established mining regulation and which is considered suitable for investment by institutional investors.

The Company has now identified the Acquisition and the Directors believe that the proposed Acquisition is within the Company's strategy which is likely to generate value for its shareholders.

Reasons for the Acquisition and the Enlarged Group's Strategy

The Directors of the Company have been seeking to identify acquisition opportunities within the natural resources sector in a stable jurisdiction which has the possibility of transforming the Company into a mining and exploration group.

DVK has been formed with the purpose of identifying and developing gold and base metals projects in prospective regions of the country. The Company's strategy is built on three main pillars:

Identify highly prospective exploration ground and brownfields projects by its technical team in known mineral districts with demonstrated historical exploration success and limited application of modern exploration techniques.
Develop proven and out-of-the-box concepts for potential mineral targets and efficiently conduct exploration by application of state-of-the-art methods and equipment.
Partner with existing companies via joint venture or farm-in.

DVK's management combines a successful team of corporate, technical, and commercial professionals with an excellent international track record. DVK and the national mining company, Tau-Ken Samruk ("TKS"), formed a joint venture which initially covers four mineral exploration licences held by TKS totalling more than 1,400 square kilometres, across two mineral districts, the Chu-Ili Belt with its endowment of orogenic and intrusion-related gold deposits and the Rudny Altai Belt with world-class VMS deposits. The Licences are currently held by TKS and following Admission, the joint venture partners will work together to establish new SPVs and TKS will procure the transfer of the Licences to the newly formed SPVs. DVK will hold an 80 per cent. interest in the Licences and TKS shall hold a 20 per cent. interest in the Licences through the SPVs. The Directors expect the establishment of the SPVs and the transfer of the Licences to be concluded by June 2022. As at the date of this Document, DVK acts as both the operator and funder of the Licences under the terms of an Operatorship Agreement with TKS.

In the Chu-Ili belt, historically gold mineralisation was discovered either by soil sampling or quartz sampling from the surface as grab/chip samples from float material, outcrops or weathered crust (eluvium), some substantial and high grade deposits were uncovered using these methods including the Akbakay mining complex containing more than six million ounces. By targeting areas of existing known high grade mineralisation based on historical reports, and adding modern exploration techniques including magnetics surveys, DVK expects to realise the potential of these existing areas and uncover additional data to target new areas in the region.

In the Rudny Altai VMS belt, the majority of VMS deposits in the region were initially found during historical exploration due to their surface appearance as outcrops of mineralised rocks and geochemical soil anomalies related to shallow targets, covered by thin overburden. DVK expects to use geophysical surveys such as electromagnetic, gravity and IP to target anomalies without a surface expression or from previous mines on the licence that were discontinued as the ore body could not be followed at depth.

Lastly, given the many visits by the DVK management team to Kazakhstan since early 2019, DVK are aware of the large number of exploration projects in country that lack the funding or expertise to take them forward. Now with full time in country management, DVK expect to grow their portfolio by pegging additional ground and farming in to licences with credible historical data that show promise for economic deposits.

The Directors believe that the following statements are the key features which make the Project an attractive prospect:

the Acquisition is in line with the Company's stated strategic objectives to undertake one or more acquisitions of a majority interest in a company, business or asset with a focus upon opportunities in the natural resources sector, with no specific limitation on commodity or geography.
DVK's strategy is to identify, acquire and develop early-stage gold and base metals exploration opportunities in Kazakhstan with the objective of making potentially commercially productive mines. DVK has a highly qualified technical and commercial team which has the experience to identify prospective exploration areas and negotiate both acquisitions and potential divestments and farm-outs.
Kazakhstan has a rich mining history for gold and base metals, but is relatively underexplored and has lacked modern exploration since independence from the Soviet Union.
the potential exploration and development opportunities offered by the Project has the potential to generate significant value for Shareholders.
following the Transaction and with an enhanced management team, the Company will also pursue new opportunities to add to its portfolio through further acquisitions in underexplored but prospective areas of Kazakhstan and select farm-outs to enhance its capital structure.

Further details of the Project are set out in Part II and in the Competent Person's Report contained in Part V of this Document.

3. Terms and Conditions of the Acquisition

A summary of the principal terms and conditions of the Acquisition are set out in Part III of this Document.

4. Summary Financial information

The historical financial information relating to the Company is set out in Part VII(A) of this Document and unaudited financial information of the Company made up to 31 May 2021 as set out at Part VII(B). The historical financial information relating to DVK is set out in Part VII(C) and VII(D) of this Document. A pro forma balance sheet of the Enlarged Group immediately following completion of the Acquisition is set out in Part VII(G) and VII(H) of this Document.

5. Risk Factors

The material risks which the Directors consider that you should take into account when considering whether to vote in favour of the Resolutions, are set out under "Risk Factors" on pages 11 to 21 of this Document.

6. Directors, Proposed Directors and Key Management

Upon completion of the Acquisition, Mr. Charles Wood (non-executive director) will resign as a director of the Company and the Proposed Directors, Mr. Alexander Walker and Mr. David Minchin will be appointed to the Board of the Company immediately from Admission. Accordingly, the Board of Directors on Admission will comprise of:

Alexander ("Alex") Walker	Chief Executive Officer
Anthony Eastman	Non-executive Director
Alexander ("Sandy") Barblett	Non-executive Director
David Minchin	Non-executive Director

Brief biographies of the Directors and Proposed Directors on Admission are set out in Part IV of this Document. In addition, Mr. Azamat Bizhanov is a geologist and he will be a key member of management of the Enlarged Group and his biography is set out at the same Part.

7. Current Trading, Strategy and Prospects

Strategy of the Enlarged Group is set out in Part II of this Document.

8. The Work Programme and Use of Proceeds

A summary of the proposed Work Programme and intended Use of Proceeds is set out at paragraph 5 of Part II of this Document.

9. Admission to trading on the Official List

The Directors will apply for the entire ordinary share capital of the Company, including the New Shares, to be admitted to the Official List by way of a Standard Listing and to trading on the London Stock Exchange's Main Market for listed securities in connection with the completion of the Acquisition.

Dealings in the Ordinary Shares in issue immediately after Re-Admission are expected to commence at 8.00 a.m. on 10 January 2022, and copies of this Document and other documents the Company is required to make available for inspection will be available to the public, free of charge, from the Company's registered office for a period of 14 days from the commencement of dealings.

Such documents will also be available at the Company's website at https://east-starresources.com/investors/from the date of publication of this Document.

10. Rule 9 of the City Code

The Acquisition, and in particular the issue by the Company of the Consideration Shares and the subscription for 1,300,000 Placing Shares by the members of the Concert Party, together with the potential issue of the Performance Shares and the exercise of the Management Options by Mr. Walker, gives rise to certain considerations under the City Code. Brief details of the Panel, the City Code and the protections they afford are set out below.

The City Code is issued and administered by the Panel. The City Code applies to all takeover and merger transactions, however effected, where the offeree company is, inter alia, a listed or unlisted public company with its registered office in the United Kingdom. The Company and its Shareholders are entitled to the protections afforded by the City Code and its provisions.

Under Rule 9 of the City Code, a person who acquires, whether by a series of transactions over a period of time or not, interests in shares which (taken together with securities in which he is already interested and which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, the person is normally required by the Panel to make a general offer to all the remaining shareholders of that company to acquire their shares. Similarly, when any person individually or a group of persons acting in concert, already holds interests in shares which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, that person may not normally acquire further securities without making a general offer to the shareholders of that company to acquire their shares. An offer under Rule 9 must be in cash and at the highest price paid by the person required to make an offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Under the City Code, a "concert party" arises, inter alia, when persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate, to obtain or consolidate control of that company. Under the City Code, control means an interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control.

In this context, voting rights means all the voting rights attributable to the capital of the company which are currently exercisable at a general meeting. The City Code also states that, directors of a company will be presumed to be acting in concert with the company of which they are a director.

For the purposes of the City Code, certain of the Sellers, as vendors of DVK are presumed to be acting in Concert and accordingly form the Concert Party. Full details of the Concert Party and their respective interests in relevant securities are set out in Part X ("City Code Disclosures") of this Document.

Application of the City Code

The Company has agreed with the Panel that following Admission, the following Sellers, details of whom are set out in Part X ("City Code Disclosures") and in the notes below, should be considered to be acting in concert under the City Code. As set out below, the Concert Party will hold 39,549,044 Ordinary Shares on Admission representing 21.7 per cent. of the Company's Enlarged Ordinary Share Capital (see columns B and C). The Sellers also have a right (subject to the satisfaction of certain conditions) to the issue and allotment of the Performance Shares and will hold a total of 8,000,000 Management Options (such Management Options being allocated to Mr. Alex Walker), which are capable of being exercised subject to certain vesting conditions. If the Performance Shares are issued and the 8,000,000 Management Options are exercised by Mr. Walker, and assuming that no other Shares are issued by the Company the maximum potential interest of the Concert Party in the voting rights of the Company would be 111,297,450 Ordinary Shares representing 43.8 per cent. of the Company's so enlarged share capital (see columns E and F).

A: Member of Concert Party	B: Ordinary Shares on Admission	C: % of Enlarged Ordinary Share Capital on Admission	D: Entitlement to Performance Shares and Management Options	E: Fully Diluted shareholding (assuming the issue of Performance Shares and Management Options)	F: % of so Enlarged Ordinary Share Capital (assuming no other Shares are issued)
Alexander Casey Walker	20,024,522	11.0	39,874,202	59,898,724	23.6
Reedbuck Nominees Pty*	9,762,261	5.4	15,937,102	25,699,363	10.1
Rainer Heinz Ellmies	9,762,261	5.4	15,937,102	25,699,363	10.1

*Reedbuck Nominees Pty Ltd is the trustee for the Eilistraee No. 2 Trust, of which Mr. Melvin Yeo is sole director and a beneficiary.

In respect of the members of the Concert Party, whilst their aggregate shareholding on Admission is currently expected to be below the Rule 9 threshold of 30 per cent. of the total voting rights of the Company, for so long as they are presumed to be acting in concert for the purposes of the City Code, should the Concert Party increase their shareholding through 30 per cent. as a result of the issue of the Performance Shares or the exercise of the Management Options by Mr. Walker they would be required to make a general offer for the Company in the absence of a waiver granted by the Panel in respect of Rule 9 of the City Code. Accordingly, the Waiver Resolution seeks to waive the obligation under Rule 9 of the City Code that would otherwise arise on the Concert Party, to make a general cash offer to all the remaining Shareholders to acquire their shares as a result of the issue of the Performance Shares or the exercise of the Management Options by Mr. Walker. In accordance with the City Code, the Waiver Resolution (Resolution 1) is being proposed at the General Meeting to approve a waiver of the application of Rule 9 of the City Code and will be taken on a poll of Independent Shareholders. No member of the Concert Party will be entitled to vote on the Whitewash Resolution and accordingly no member of the Concert Party will do so.

In addition, Quentin Flannery, an existing Shareholder in the Company, is presumed not to be an Independent Shareholder for the purposes of the Waiver Resolution and is not eligible to vote on the Waiver Resolution, as he is a director of Ilwella, one of the Sellers. Shareholders who participate in the Placing are also presumed not to be Independent Shareholders for the purposes of the Waiver Resolution and are also not eligible to vote on the Waiver Resolution.

11. Dividend Policy

Details of the Company's dividend policy are set out in paragraph 9 of Part IV.

12. Taxation

General information relating to UK taxation with regards to Admission and the Placing is summarised in Part XI of this Document. A Shareholder who is in any doubt as to his or her tax position, or is subject to tax in a jurisdiction other than the UK, should consult his or her professional advisers immediately.

13. General Meeting

Attached to this Document you will find a notice convening a General Meeting of the Company which is to be held at the offices of Hill Dickinson LLP located at The Broadgate Tower, 20 Primrose Street, London EC2A 2EW at 10.30 a.m. on 5 January 2022. A summary of the action required to be taken by Shareholders is set out at paragraph 14 of this Part and in the form of proxy accompanying this Document.

The purpose of the General Meeting is to consider and, if thought fit, pass the Resolutions, in each case as set out in full in the notice of General Meeting. Resolutions 1 to 4 inclusive will be proposed as ordinary resolutions and Resolutions 5 to 6 will be proposed as special resolutions of the Company and each Resolution will be inter-conditional upon the others having been validly passed:

Ordinary Resolutions

Resolution 1: Approval of the Waiver

This resolution will be proposed as an ordinary resolution and seeks to approve the terms of the Waiver, as described in this Document. This resolution must be passed by a simple majority of Independent Shareholders on a poll.

Resolution 2: Approval of the Acquisition

This resolution will be proposed as an ordinary resolution and seeks to approve the terms of the Acquisition, as described in this Document.

Resolution 3: Directors Authority to issue shares and grant rights over shares

This is an ordinary resolution to authorise the Directors to issue the New Shares and (subject to the satisfaction of the Performance Condition) the Performance Shares, and to grant the RTO Broker Warrants, Orana Warrants and the Management Options in connection with the Acquisition and Admission. This resolution is conditional upon the approval of Resolution 1 and 2. The authority conferred by this resolution shall expire on the fifth anniversary of Admission save that Company may before such expiry make an offer or agreement which would or might require the equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

Resolution 4: Directors Authority to issue shares and grant rights over shares

This is an ordinary resolution to authorise the directors to allot shares and to grant rights over securities of the Company up an amount representing 20 per cent. of the aggregate value of the Ordinary Shares in issue as at the close of the first business day in following Admission generally for such purposes as the Directors may think fit. This Resolution is conditional upon the approval of resolutions 1, 2 and 3. The authority under this Resolution shall expire the later of the date falling 18 months after the date of the passing of this resolution and the conclusion of the next Annual General Meeting of the Company, save that Company may before such expiry make an offer or agreement which would or might require the equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

Resolution 5: Dis-application of pre-emption rights

This is a special resolution to dis-apply pre-emption rights in connection with authorities created pursuant to Resolution 3. This Resolution is conditional upon the approval of resolutions 1, 2 and 3.

Resolution 6: Dis-application of pre-emption rights

This is a special resolution to dis-apply pre-emption rights in connection with authorities created pursuant to Resolution 4. This Resolution is conditional upon the approval of resolution 4.

14. Actions to be taken in relation to General Meeting

You will find enclosed with this Document a Form of Proxy for use in connection with the General Meeting. Whether or not you intend to be present at the General Meeting, you are asked to complete the Form of Proxy in accordance with the instructions printed on it so as to be received by the Company's registrars, Share Registrars Limited, as soon as possible but in any event not later than 10.30 a.m. on 31 December 2021. The completion and return of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you so wish.

15. Recommendation

For the reasons set out in this Document, the Directors consider the terms of the Acquisition to be fair and reasonable insofar as the Shareholders are concerned and in the best interests of the Company and its Shareholders as a whole.

In addition, the Directors, who have been so advised by Peterhouse, consider that the Proposals are fair and reasonable and in the best interests of the Company and its Shareholders as a whole. In providing advice to the Directors, Peterhouse has taken into account the commercial assessments of the Directors.

Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions necessary to approve and implement the Acquisition (including the Waiver Resolution) as they intend to do, save as set out below, in respect of their own beneficial holdings of Ordinary Shares, representing approximately 1.4 per cent. of the existing issued share capital.

As Anthony Eastman and Sandy Barblett are participating in the Placing, they are presumed not to be Independent Shareholders for the purposes of the Waiver Resolution and are therefore not eligible to vote on the Waiver Resolution in respect of their beneficial holdings of Ordinary Shares representing approximately 0.6 per cent. of the existing issued share capital.

In addition, as set out in paragraph 10 above, Quentin Flannery is presumed not to be an Independent Shareholder for the purposes of the Waiver Resolution and is not eligible to vote on the Waiver Resolution.

Yours Faithfully

Chairman East Star Resources Plc

PART II

INFORMATION ON THE ENLARGED GROUP

1. Introduction

The Enlarged Group will be formed following the completion of the Acquisition by the Company of DVK to create a new exploration-focused mining company dedicated to the identification and exploitation of precious and base metals projects in the Republic of Kazakhstan.

The Company is a cash shell with a standard listing and whose shares were admitted to trading on the London Stock Exchange's Main Market on 4 May 2021. On IPO Admission, the Company's shares were required to have an aggregate market value of at least £700,000 and the Company was able to satisfy this requirement. Since IPO Admission, the Listing Rules have been amended so that the minimum market capitalisation threshold requirement for premium and standard listing segments for shares in companies (other than funds) is increased from £700,000 to £30,000,000.

DVK is a private registered company and it has entered into a joint venture arrangements with the Kazakhstan National Mining Company, TKS, who holds certain licences and permits relating to the exploration of gold and base metals in Chu-ili and Rudny Altai mineral belts of Kazakhstan. The Enlarged Group's principal activity will be to continue the exploration for and development of gold and base metals mineral resource assets in Kazakhstan pursuant to the licences and permits currently held by TKS. DVK acts as both the operator and funder of the Licences under the terms of an Operatorship Agreement with TKS. DVK and TKS intend to establish new SPVs and to arrange for the Licences to be transferred to those SPVs, in which DVK shall have an interest of 80 per cent. and TKS shall have an interest of 20 per cent. The joint venture parties expect to conclude this process by June 2022.

The Enlarged Group intends to continue developing its existing activities commenced on the TKS Licences by identifying commercially mineable gold and copper resources in Kazakhstan. Given the early-stage nature of the Projects and the risk associated with finding and commercialising new mineral discoveries, the Enlarged Group is likely to seek to combine exploration at certain core Licences with opportunities to farm out or joint venture lower priority assets. Furthermore, to mitigate its exploration risk, the Enlarged Group will also seek to expand its current portfolio of licences with other mineral opportunities in Kazakhstan which are more developed.

Information about the Company

On 27 April 2021, the Company published a prospectus in connection with admission to trading on the London Stock Exchange's Main Market (the "IPO Prospectus") and this outlined the strategic objectives of the Company. The Company was formed with the purpose of undertaking one or more acquisitions of a majority interest in a company, business or asset. The Company is focused on opportunities within the natural resources sector.

The Company has now identified the Acquisition and the Directors believe that the Acquisition aligns with the intended acquisition strategy outlined in the IPO Prospectus. The Acquisition will be satisfied by the Company issuing and allotting to the Sellers a total of 45,000,000 Consideration Shares to the Sellers and 5,350,000 Ilwella Loan Shares to Ilwella Pty Ltd for the conversion of their existing loan notes in DVK. The Sellers shall also subscribe for a total of 9,300,000 new Ordinary Shares, as part of the Placing. The Sellers shall together hold a total of 59,650,000 Ordinary Shares on Admission, which will represent approximately 32.7 per cent. of the Enlarged Ordinary Share Capital.

Information about DVK

Background Information on DVK

DVK was incorporated on 6 December 2019 in Nur-Sultan, Republic of Kazakhstan registered under the laws of the Astana International Financial Centre with business identification number 191240900063 as a private company. The registered office address of DVK is 55/22, Mangilik Yel, Block C4.3, office 140, Z05T3F5, Nur-Sultan, Republic of Kazakhstan and it is also the principal business address of DVK.

The Company was incorporated with an initial share capital of USD 100 divided into 100 shares with a nominal value of USD 1 each. On 11 February 2021, the share capital of DVK was increased in accordance with a resolution of its sole shareholder to USD 70,590 divided into 70,590 ordinary shares having a nominal value of USD 1 each.

DVK was incorporated as a wholly owned subsidiary of ScandiVanadium Ltd, ("SVL") a listed Australian company focused on the development of an exploration minerals project in Sweden. On 6 May 2020, SVL transferred 100 per cent. of the share capital of DVK to its wholly owned subsidiary Kaz Ventures Australia Pty Ltd. ("KVA"). On 12 June 2020, SVL entered into a binding term sheet with the national mining company of Kazakhstan, TKS, whereby SVL and TKS would enter into a joint venture agreement to cooperate in the development of certain exploration licences in Kazakhstan.

With development of its mining interests in Sweden being frustrated and COVID-19 causing Australian investors to be largely focused on Australian assets, the board of SVL decided to discontinue its focus on international assets and changed its name to Province Resources Ltd ("PRL"). On 11 February 2021, KVA increased the share capital of DVK from 100 ordinary shares to 70,590 ordinary shares by issuing 70,490 new shares. KVA transferred its 100 ordinary shares in DVK to Reedbuck Nominees Pty Ltd and the new shares were allotted to each of Alexander Walker, Rainer Heinz Ellmies, Reedbuck Nominees Pty Ltd and Ilwella Pty Ltd. The term sheet was subsequently amended and a binding Operatorship Agreement and Joint Venture Agreement were signed between TKS and DVK.

As at the date of this Document, DVK currently has no subsidiaries or branches. Under the terms of the JV Agreement, TKS and DVK have agreed to undertake the formation of joint venture companies under the laws and acts of the AIFC in the Republic of Kazakhstan. The JV Agreement assumes that the corporate entities will be established in accordance with AIFC law. As a result of a decree issued by the President of the Republic of Kazakhstan there is currently a moratorium on the creation of subsidiary interests by quasi public bodies of any affiliated entities until 31 December 2021. TKS is recognised as a quasi public body and is subject to the same restrictions on the establishment of subsidiaries under AIFC law as at the date of this Document. The parties intend to establish subsidiaries under AIFC law after 1 January 2022 assuming that no restrictions continue to apply and the moratorium has been lifted. In circumstances where the restrictions continue in force after 1 January 2022 or the parties are otherwise restricted from establishing a joint venture subsidiary under AIFC law, then the parties will consider the incorporation and establishment of a joint stock company or a limited liability partnership under the laws of Kazakhstan, rather than under AIFC laws and regulations.

Set out below is a summary of the existing shareholders of DVK and their respective holdings. Each of the existing shareholders have agreed to dispose of their interest in DVK in consideration for the issue and allotment of the Consideration Shares in accordance with the Acquisition Agreement described in Part III (each being a Seller).

Name of Shareholder	Class and nominal value of shares	Number of Shares in DVK	Percentage holding in DVK
Alexander Casey Walker	Ordinary shares of USD 1.00	30,000	42.50
Reedbuck Nominees Pty1	Ordinary shares of USD 1.00	15,000	21.25
Rainer Heinz Ellmies	Ordinary shares of USD 1.00	15,000	21.25
Ilwella Pty Ltd2	Ordinary shares of USD 1.00	10,590 ––––––––––	15.00 ––––––––––
		70,590	100.00
		––––––––––	––––––––––

1 Reedbuck Nominees Pty Ltd is the trustee for the Eilistraee No. 2 Trust, of which Mr. Melvin Yeo is sole director and a beneficiary.

2 Ilwella Pty Limited is a company registered in Western Australia owned by and run for the benefit of Mr. Brian and Peggy Flannery.

As at the date of this Document, other than the Convertible Loan Notes described below, there are no options or warrants or other rights over the unissued shares of DVK. The Convertible Loan Notes will be fully discharged and terminated as part of the arrangements associated with the Acquisition and Admission.

Sole Director and Senior Management of DVK

As at the date of this Document, DVK has one director, being Mr. Alex Walker. On completion of the Acquisition, Mr. David Minchin will be appointed to the board of DVK, subsequent to his appointment to the board of the Company. Mr. Azamat Bizhanov is a key member of the management team and he is engaged as a consultant; a summary of his contract of employment is summarised at paragraph 13.1.3 of Part XI. Summaries of the terms of service agreements and appointment letters for each of the Proposed Directors and Directors are set out at paragraphs 13.1.1 and 13.1.2 of Part XI of this Document.

Shareholder Convertible Loan Note Arrangements

On 14 January 2021, DVK entered into a convertible loan note instrument pursuant to which Ilwella had agreed to subscribe for unsecured convertible loan notes in DVK in the amount of USD 314,000 ("Convertible Loan Notes"). It has been agreed, pursuant to the terms of the Acquisition Agreement that such amount will be satisfied and the convertible loan notes fully redeemed, by the Company issuing and allotting to Ilwella the Ilwella Loan Shares (such notes having converted at the Fundraise Price).

DVK Convertible Loan Note Arrangements

On the date of entering into the binding term sheet, the Company had agreed to subscribe for convertible loan notes in DVK. The Company has subscribed for four individual convertible loan notes each with a face value of USD 175,000 and an aggregate face value of USD 700,000. As at the date of this Document, the Company has paid USD 700,000 to DVK in respect of the subscription for the convertible loan notes in connection with draw down notices received from DVK ("CLN Subscription Funds") and therefore, the loan notes have been fully drawn down by DVK. On completion of the Acquisition the CLN Subscription Funds will be treated as an intergroup debt between the Company as the ultimate holding company of DVK.

2. Joint Venture with TKS

DVK entered into a Joint Venture Arrangement and Operatorship Agreement with TKS pursuant to which TKS will secure title to the Licences and transfer them into certain joint venture companies, which will be operated and initially funded by DVK.

Originally the Licences were selected and outlined by DVK as most prospective land, based on an inhouse desktop study and analysis. The Licences are located within the territories available for licencing on "fist-come, first serve" basis and using TKS 'priority right' which was available prior to 30 June 2020. DVK approached TKS to assist with licencing and support with further project development.

As at the date of this Document, TKS is the registered owner of the Licences, while DVK acts as operator and funder.

The joint venture parties are intending to establish SPVs into which the Licences will be transferred, and following such transfer, DVK will have an interest of 80 per cent. and TKS will hold an interest of 20 per cent. in the Licences through the SPVs. The Licences will be registered in the name of the relevant SPV. The parties expect to be able to establish the SPVs and to organise the transfer of the Licences to the SPVs by June 2022.

DVK is solely responsible for the first USD 6.8 million in aggregate expenditure across all Licences, after which the partners contribute according to their equity interest in the SPV or are diluted. Under the Joint Venture Agreement, TKS has an exit option that may be exercised within three months of DVK contributing the USD 6.8 million. In this instance, one hundred per cent. of TKS's shares in the joint venture will be transferred to DVK.

A summary of key terms of the Joint Venture Agreement and the Operatorship Agreement are set out at paragraph 18.3 and 18.4 of Part XI of this Document.

3. Project and Licences

The Project comprises a total of four licences which permit the exploration of solid minerals and are currently registered in the name of TKS. Following the establishment of the SPVs by the joint venture partners, TKS will procure that the Licences are transferred to the SPVs. A summary of the following Licences is set out below.

Licence No.	Date Granted	Exploration Area	Expiry Date
670-EL	27 June 2020	Located in Western Balkhash region, southwest of Balkhash Lake. It belongs to the western part of Zhambyl Oblast in Moyinkum district.	6 years from the date of issuance
774-EL	26 August 2020	Located in Zhanaarkinsky district of Karaganda oblast region	6 years from the date of issuance
847-EL	7 October 2020	Located in Rudny Altai region of Eastern Kazakhstan	6 years from the date of issuance
914-EL	4 November 2020	Located in Rudny Altai region of Eastern Kazakhstan	6 years from the date of issuance

The Licences are exploration licences ("ELs"), as defined under the Subsoil Use Code of Kazakhstan. An EL is granted for an initial period of six years (with a further five years extension subject to reduction of the licence area by 40 per cent.).

Licence 670-EL (Dalny) is located in Western Balkhash region, southwest of Balkhash lake. It belongs to the western part of Zhambyl Oblast in Moyinkum district. The regional and district centres are Taraz city and Moyinkum village, located 245 km and 50 km southwest of the Licence area, respectively.

Licence 774-EL (Apmintas) is located in Western Balkhash region, northwest of the Balkhash lake. The Licence belongs the northern part of the Betpak-Dala desert, in the southern part of the Zhanaarkinsky district of the Karaganda oblast (region). The regional and district centres are Karaganda city and Zhanaarka village (also called Atasau before February 2020), located 390 km and 320 km northeast of the Licence, respectively.

Licences 670-EL and 774-EL are located in the northeastern flank of Dzhalair-Naiman Paleozoic orogenic collisional belt ("DN"), with a strike of more than 800 km in north-western direction from lake Issyk-Kul in the southeast to northern Kazakhstan. Due to the number of metal deposits and occurrences the most economically significant part of the DN belt within the Western Balkhash area is called Chu-Ili ore belt. Intrusion-related gold is most appropriate type of mineralisation that can be expected within 774-EL and 670-EL Licences.

The 670-EL Licence area was subjected to several regional geological, geophysical and hydrogeological studies which took place within a period of 1927-1985. According to historical reports, the Licence contains two groups of gold occurrences and six individual occurrences. According to open sources this area has been never granted to any exploration/mining company. The most significant are Alatagyl and Zhenis group of occurrences.

The 774-EL Licence area was subjected to several regional geological, geophysical and hydrogeological studies within a period of 1945-1990s. Two gold deposits discovered during early exploration (Zhaksy and Altynsai) are cut from the Licence. According to historical reports the Licence area contains 6 gold occurrences Novoe, Southern Shabdar, a group of Eshkilitau occurrences I, II and II, western part of Uzuntas occurrence. Exploration performed in 1999, financed by the government of Kazakhstan, led to an estimate of its prognostic resources in P1 and P2 category, which can correspond to JORC categories "exploration target" and "exploration results" and should not be considered a Mineral Resources Estimation. Total gold resources in hard rock were estimated in 6 tons of gold in P1 category and 15 tons in P2 category.

The whole Novo-1 and Novo-2 Licences were covered by two geological survey campaigns in 1959 and 1979. The western 30 per cent. of the Licences is covered by geological map, prepared as a result of geological (mainly a desktop) appraisal in 2004, however, this new interpretation is not correlated for the other parts of Rudny Altai. According to the mineral map, published in the 1960s, the Licence area contains more than 20 base metals occurrences and significant amounts of soil and stream sediment anomalies. In addition to this there are six locations shown as depleted copper, gold and base metal deposits.

4. Exploration Opportunity

The management of the Enlarged Company will specifically focus its activities on the Republic of Kazakhstan due to the rich mineral endowment of the country and its relatively low level of exploration in comparison with other major mining jurisdictions. Since gaining independence from Russia following the collapse of the Soviet Union in 1991, exploration activity in Kazakhstan has remained largely centered on areas of existing operations with limited focus on greenfield opportunities. Coupled with the basic nature of existing technical and subsurface data available, largely produced during the Soviet era by state geological and geophysical entities, the Company believes that the potential for making significant commercial mineral discoveries is favourable through the application of modern exploration methods.

New discoveries are particularly difficult to identify where little to no mineralisation is outcropping at surface and where the orebody is covered in overlying material. Geophysical tools, such as magnetic imaging of anomalies in the earth's magnetic field caused by mineralised bodies can penetrate overburden and reveal areas of potential interest which can then be explored through reverse circulation or diamond drilling. The Company has profiled a number of potentially attractive areas prior to directing the application by TKS under the JV Agreement and then will utilise such exploration methods to focus activity on particularly prospective areas of the Licences.

Initial Targeting

DVK has completed a magnetic survey over both the Apmintas and Dalny licences with interpretation expected to complete in December 2021. RC drilling to test some of the existing mineralised areas completed in September 2021. The initial RC drilling targeted the following areas as well as some outcropping, mapped at surface during drilling and a soil anomaly in the north of the Apmintas licence:

Eshkilitau II gold occurrences controlled by side faults of the Ergenektin regional fault and forms a northwest striking trend with Altynsai gold deposit in the south. Total length of the trend is ~10 km.
Novoe gold occurrence gold mineralisation is associated with veins and veinlets of quartzankerite composition containing disseminated pyrite, chalcopyrite, arsenopyrite, galena and free gold. The sizes of gold nuggets reach 0.4-1.0 cm across. Gold content of the vein zones were reported as 0.5-5.6 g/t Au. Grab samples up to 1214 and 4484 g/t Au and channel samples from 0.3 to 20.5 g/t Au were also reported.
Southern Shabdar gold occurrence gold bearing weathered crust on Ordovician sedimentary sequence occurs within an area of approximately 700x400 m. Historical average gold grades vary from 2.0 to 8.0 g/t Au with a maximum of up to 32 g/t Au. Most of the gold is fine free gold and nuggets can reach 1.4 mm across. The hard rock mineralisation contains two mineralised zones; each about 200x400 m in size and an average gold grade of 2.35 and 1.7 g/t Au respectively.
Uzuntas gold occurrence gold-bearing quartz veins up to 500 m in length, 0.2-1.0 m thick and up to 10-15 m in bulges. Historical channel intersections include 29.6 g/t Au @ 2.9 m and grab samples of 17.8 g/t Au.

Future drilling on Apmintas will be determined by the results of the recent drilling and magnetic survey in conjunction with the historical data. DVK also expects to drill the following targets on Dalny in 2022 with others potentially generated from the analysis of the magnetics data:

The Alatagyl group of gold occurrences quartz veining zones located in the contact of a felsite stock of about 1300x700 m across and presumably occurs in the hinge zone of the anticlinal fold.
The Alatagyl group of gold occurrences quartz veining zones located in the contact of a felsite stock of about 1300x700 m across and presumably occurs in the hinge zone of the anticlinal fold. A large gold soil anomaly is noted where 5000 rock chip samples over a grid of 50x10 m and 108 channel samples were collected. In rock chip samples gold grades varied from 0.03 to 10.0 g/t Au. In 53 channel samples, the gold grade was within 0.1-5.6 g/t Au.
Zhenis group of gold occurrences covers an area of 7.0x1.0 km characterized by wide IP and Res anomalies. Arsenic and silver soil anomalies are common in the area, related to quartz veining zones. Content of As in anomalies varies from 50 to 200 g/t, content of Ag – 0.1-4.0 g/t. Anomalous gold grades of 0.01-1.2 g/t Au were identified in several soil samples (single points) across the Site.

DVK intends to follow up this initial targeting with further RC and diamond drilling where prospectivity is demonstrated. Additionally, drilling will focus on 'blind' targets, under cover, generated from analysis of the magnetics survey.

5. Work Programme and Use of Proceeds

In connection with the Acquisition, (a) the Company's brokers, Peterhouse Capital Limited, has undertaken a placing and has received irrevocable commitments to subscribe for a total of 38,050,000 new Ordinary Shares at the Fundraise Price; and (b) the Company has received irrevocable commitments from to subscribe for a total of 23,950,000 new Ordinary Shares at the Fundraise Price, to raise gross proceeds of £3,100,000. Commitments from placees and subscribers are conditional only upon Admission occurring on or before 31 January 2022.

The estimated Net Proceeds, following the deduction of Transaction Costs, are expected to be £2,604,135. The Net Proceeds will be applied towards the Work Programme with a view to generating value for Shareholders. None of the costs will be charged to Investors. Further details of the Fundraise are set out in Part VI of this Document.

In the 12 months following Admission, the Enlarged Group intends to use the raised funds to continue and advance the exploration activities of DVK on the Licences as defined in the Work Programme. This activity will consist of new geophysical surveying and mapping across each of the Licences to determine optimal locations for exploratory drilling. The initial focus of activity predominantly on the Dalny and Apmintas Licences in the Chu-Ili Belt, with limited exploration also conducted over Novo 1 and 2.

Of the total budget for the Work Programme, around two thirds will be dedicated to non-invasive (geophysical surveys, mapping, sampling) and invasive exploration (drilling) as well as other project expenditure, specifically licence fees, environmental and social obligations and environmental bonds. Of this, the significant majority will be dedicated to the Chu-Ili Licences. Under the Licence terms, the Company must meet a minimum aggregate expenditure of USD 1,046,083 and the Directors are satisfied that the proposed Work Programme will meet this requirement.

The objective will be to build a technical subsurface database to facilitate targeted drilling which will lead to the discovery of a mineralised deposit. Any discoveries can then be further explored and drilled to a standard suitable for estimation of maiden resource report. It is not envisaged that any of the activities contemplated in the Work Programme will results in maiden resources on any of the Licences and further fundraisings will be required prior to any additional technical programmes.

The maximum funding requirement of the Enlarged Group over the next 12 to 18 months, will be available as a result of the Net Proceeds received from the Fundraise. A summary of the budget for the Work Programme is set out below:

USD	GBP
235,439	171,871
733,740	535,630
518,400	378,432
1,447,658	1,056,790
235,883	172,195
784,219	572,480 ––––––––––
3,955,339	2,887,398 ––––––––––
	–––––––––– ––––––––––

Following Admission, net of Transaction Costs, the Enlarged Group will have funds of approximately £3,879,205 available (USD 5,144,835 based on the Exchange Rate).

Upon Re-Admission, the Company will have sufficient funds to be able to meet the minimum exploration expenditure and work programme requirements in respect of each Licence.

Further details of the Work Programme are set out in the CPR located at Part V of this Document.

6. Market Overview

The principle initial strategy for the Company will be the exploration of potentially gold-bearing deposits, particularly in the Chu-Ili belt. Gold benefits from diverse sources of demand: as an investment, a reserve asset, a luxury good and a technology component. Gold traditionally acts as a store of wealth and a hedge against systemic risk, currency depreciation and inflation and has historically improved portfolios' risk-adjusted returns, delivered positive returns and provided liquidity to meet liabilities in times of market stress.

The global gold market is large, global and highly liquid. The World Gold Council estimates that physical gold holdings by investors and central banks were worth approximately USD 4.8 trillion with an additional USD 1.1 trillion in open interest through derivatives traded on exchanges or the OTC market. According to the World Gold Council, gold's trading volumes averaged USD 180 billion per day in 2020. Gold-backed ETFs offer an additional source of liquidity, with the largest US-listed funds trading an average of USD 3 billion per day.

The COVID-19 pandemic was the driving factor behind weakness in consumer demand throughout 2020, culminating in a 14 per cent. decline in annual demand to 3,760 tonnes, the first sub-4,000 tonne year since 2009. Gold jewellery demand fell to 1,412 tonnes, 34 per cent. lower than in 2019, while central bank buying slowed sharply to 273 tonnes, almost 60 per cent. lower than the previous year. The technology sector, impacted by disruption from COVID-19, saw gold usage decline seven per cent. in 2020 to 302 tonnes.

In the first half of 2021 gold's performance was driven primarily by higher interest rates – especially during Q1 and then again in late June on the back of a more hawkish-than-expected statement by the US Federal Reserve. Gold was also influenced by upbeat investor sentiment as the global economy started to recover from the impact of COVID-19. In addition, gold benefited from a recovery in consumer demand in Q1, although second waves of the virus and new lockdowns presented challenges in Q2.

Gold demand for Q2 2021 (excluding OTC) was virtually in line with Q2 2020 at 955 tonnes. The US dollar gold price gained four per cent. during Q2, generating an average price for the quarter of USD 1,816.5/oz, marginally higher than in Q1. After two quarters of sizable outflows gold ETFs saw moderate inflows in Q2 and this, along with a modest improvement in net long positioning in the futures market, provided support to the price.

7. Kazakhstan

Local Governance

On 25 October 1990, Kazakhstan declared its sovereignty on its territory as a republic within the Soviet Union. Nursultan Nazarbayev led the country from 1990 to 2019 until being succeeded by Kassym-Jomart Tokayev. On 20 March 2019, Kazakhstan changed the name of its capital city from Astana to Nur-Sultan in honor of its former president.

Kazakhstan is the world's largest landlocked country and the ninth-largest country in the world. It has a population of 19.2 million residents. Kazakhstan's economy is one of the largest in the Central Asian states, mainly due to the country's vast natural resources. Geographically the largest of the former Soviet republics, excluding Russia, Kazakhstan, possesses substantial fossil fuel reserves and other minerals and metals, such as uranium, copper, and zinc. It also has a large agricultural sector featuring livestock and grain. The government realizes that its economy suffers from an overreliance on oil and extractive industries and has made initial attempts to diversify its economy by targeting sectors like transport, pharmaceuticals, telecommunications, petrochemicals and food processing for greater development and investment.

In 2010, Kazakhstan joined Russia and Belarus to establish a Customs Union in an effort to boost foreign investment and improve trade. The Customs Union evolved into a Single Economic Space in 2012 and the Eurasian Economic Union ("EAEU") in January 2015. The economic downturn of its EAEU partner, Russia, and the decline in global commodity prices from 2014 to 2016 contributed to an economic slowdown in Kazakhstan. In 2014, Kazakhstan devalued its currency, the tenge, and announced a stimulus package to cope with its economic challenges. In the face of further decline in the ruble, oil prices, and the regional economy, Kazakhstan announced in 2015 it would replace its currency band with a floating exchange rate, leading to a sharp fall in the value of the tenge. In 2019, its national GDP stood at USD 489 billion, representing a real growth rate of over 6 per cent.

Legal System

Kazakhstan's legal system classifies as a Romano-Germanic (continental) system of law. The basic law having the highest legal force is the Constitution adopted in 1995 at a national referendum. The law currently in effect in Kazakhstan is the regulations of the Constitution, the Constitution-compliant laws and other legal acts, international treaties and other obligations of the Republic of Kazakhstan and the regulatory resolutions of the Constitutional Council and the Supreme Court. The international treaties ratified by Kazakhstan prevail over the national legislation and apply directly, unless the international treaty requires a special act to be issued in order for the treaty to apply.

Practically all forms and stages of doing business in Kazakhstan are legally regulated. A large number of subordinate acts (instructions, orders, etc.), which are mandatory and binding, are in effect alongside with the principal statutory acts (laws, Government decrees, etc.).

Kazakhstan's law application and enforcement practice cannot boast uniformity. Same-level courts can issue different, sometimes contrary, judgments in similar disputes. This may to a certain extent be explained by the fact that, formally, judicial precedent is not the source of law in Kazakhstan. In practice, the provisions of regulatory legal acts often find different, sometimes mutually contradicting interpretation by different governmental agencies.

Currently, Kazakh legislation is going through the stage of harmonization with the unified supra-national legislation of the Eurasian Economic Union. The past several years witnessed the adoption of a large number of international treaties establishing the unified principles of governmental agencies' work and commercial activities regulation in the Union's territory.

On 1 January 2016 Kazakhstan promulgated its Entrepreneurial Code No. 375-V to incorporate the regulations from several laws governing certain issues of entrepreneurship, mostly in the field of relationships between business and the state. Industry-specific types of entrepreneurship are to be regulated by special laws, as before.

The Code is generally intended to improve and develop the legislation regulating interaction between business entities and the state, support business, and eliminate gaps and contradictions in the legal regulation of entrepreneurial relations. In addition to the traditional means of protection including judicial protection, arbitration and mediation, the Code also mentions participatory procedures and introduces the person of Kazakhstan Business Rights Commissioner.

Investors enjoy protection of their rights and interests ensured by the Constitution, Entrepreneurial Code and other regulatory legal acts, as well as by ratified international treaties. This guarantee provides for investor's right to the compensation of harm caused by the issuance of subordinate legislative acts incompliant with the legislation or by unlawful actions (omissions) of the state officials.

Local Mining Laws applicable to Licences and Enlarged Group

The Kazakhstan Code on Subsoil and Subsoil Use (Subsoil Code) was adopted on 27 December 2017 and entered into force on 29 June 2018, i.e. upon expiration of six-month period of the date of its official publication, which took place on 28 December 2017. The only exception is a norm governing a particular case of introducing data into the program for the state management of the subsoil fund upon the subsoil user's application (Article 278.4.3 of the Code), which entered into force on 8 January 2018. Certain regulatory norms will be put into effect in 2021 and 2024.

The Subsoil Code cancelled the previous basic law governing the subsoil use issues as applied to all minerals – Kazakhstan Law on Subsoil and Subsoil Use of 24 June 2010 (which replaced the 1996 Law on Subsoil and Subsoil Use and 1995 Oil Law). During several years from the date of adopting the Subsoil Code, Kazakhstan has adopted new subordinate acts in furtherance of the Subsoil Code and adapted the previously adopted subordinate acts to the provisions of the Subsoil Code. Relations in the subsoil use area are also governed by the provisions of civil, environmental, corporate, currency, land and other sectoral legislation.

The most important international treaty relating to subsoil use and ratified by Kazakhstan is the Energy Charter Treaty. International regulation also covers environmental protection, legal status of the Caspian Sea and other issues. Besides, also in effect are bilateral investment treaties entered into by Kazakhstan with practically all economically developed countries and some CIS countries.

Granting of a Subsoil Use Right

The subsoil use right is granted to conduct the following operations: (a) geological study of subsoil; (b) minerals exploration; (c) minerals production; (d) use of subsoil space; and (e) prospecting. Subsoil use right represents an opportunity secured by the Subsoil Code to use subsoil within a definite term on a fee-paid basis in the allocated plot for business purposes. Subsoil use right may be granted to local and foreign legal entities and individuals. Subsoil use rights may also be granted to several persons under the same contract. Such persons are joint right holders and may hold the subsoil use right only after determining the share held by each of them. In order to identify the territory of a subsoil block for the purpose of exploration and geological study of subsoil the Kazakhstan territory is conditionally divided into blocks, each side of which is equal to one minute in the Geographic Reference System.

Licensing Regime of Subsoil Use

Subsoil use right originates on the basis of a licence or a subsoil use contract. Subsoil use right may be acquired in the event of granting the subsoil use right by a public authority, transferring the subsoil use right (share therein) under civil transactions and in accordance with the legal succession procedure, if a legal entity is reorganized, except for transformation or inheritance. To date, there are two regimes of subsoil use: licence regime and contract regime.

Licence Regime

Licences are issued for certain types of subsoil use operations, as follows: (a) geological study of subsoil; (b) solid minerals exploration; (c) solid minerals extraction; (d) common minerals production; (e) use of subsoil space; and (f) prospecting. A licence for exploration of solid minerals is issued based on an application from a future subsoil user for the term of six consecutive years with a possibility to extend the licence for another term of up to five years, if a relevant application is filed by a subsoil user. The subsoil use right under an exploration licence cannot be transferred within the first year of its term. If an exploration licence covers ten blocks or more, it may be extended if a subsoil user waives of a part of the exploration plot, and the territory of such part must be at least 40 per cent. of such blocks. The term of a licence for extraction of solid minerals cannot exceed 25 consecutive years and may be extended for an unlimited number of times for the term not to exceed the initial licence term. The territory of a plot (plots) for exploration of solid minerals under one licence cannot exceed 200 blocks. Licence for extraction of solid minerals is subject to revocation by the competent authority under one of the below grounds: (i) violation of requirements to obtainment of a permit for the subsoil use right transfer entailing a threat to national security; (ii) failure to pay the subscription bonus and fees for the use of land plots (lease payment) in the amount and in accordance with the procedure established by the tax legislation of Kazakhstan; (iii) failure to perform obligations on annual minimum expenses for solid minerals exploration established by a licence; and (iv) any grounds for revocation of a licence specified in the licence. In the event of violating the obligations stipulated by a licence, the competent authority will send a respective notice in writing. In the event of failure to eliminate a violation within the term established by the Subsoil Code, the competent authority will revoke the licence by sending a respective notice in writing.

Grant of the Licences

Pursuant to the Subsoil Code, to obtain a subsoil use right for exploration solid minerals, a potential subsoil user must apply to the Competent Authority with an application to contain certain information and documents on the licenced territory to be obtained, on technical and financial capacities of a subsoil user. Upon review of the application the Competent Authority either grants a licence to a subsoil user or publish on its website a refusal for granting. TKS is a legal holder of the title over the Licences. Pursuant to the law as well as to specific terms and conditions of the Licences, TKS as a subsoil user has to perform specific obligations of the subsoil user, including payment of a subscription bonus, financing the exploration works, comply with environmental requirements, submit regular reports on subsoil use activities to state bodies.

Transfer of Licences

By virtue of the law, the subsoil use right under the Licence can be transferred to third party only upon expiry of one year term of each Licence. Transfer of title over the Licences will lead to re-issuance of the Licences due to change of a subsoil user. TKS and DVK intend on submitting a combined application to the Competent Authority for the transfer of the Licences following the establishment of the SPVs.

Liability under the Subsoil Use Legislation

From the formal and legal point of view, improper performance of licensing obligations is a violation of the licensing terms and conditions and may serve as a ground for revoke of the relevant subsoil use licence (Articles 33, 200 of the Subsoil Code). The current legislation defines that any violations of the licence that were not rectified by the subsoil user within the period specified by the Competent Authority (3-month period for majority of cases) serves a sufficient basis for revoke of the licence, regardless of the significance or insignificance of such violations.

Liability Established by the Administrative Legislation

The Administrative Code of the Republic of Kazakhstan (Administrative Code) contains a few articles applicable when committing violations in the subsoil use sphere, depending on the actual violation. The article, which is most frequently used by the inspecting state authorities and courts, is Article 356 of the Administrative Code "Violation of the rules for subsoil use", according to which violation of the rules for subsoil use operations, as well as the terms and conditions of subsoil use contracts, entails a fine of up to USD 1000. Payment of a fine does not deprive the Competent Authority of the right to revoke the licence for failure to eliminate the committed violations within the period specified in the Competent Authority's notice of the committed violations.

Share Issues

There is a general requirement to obtain the consent of the local competent authority for the issuances of new shares or other types of securities capable of being converted into shares by the subsoil user or its parent company. On Admission, the Company will not have a direct interest in the subsoil rights. At the point that the Company acquires indirectly the subsoil user rights it will be required to observe those provisions. The Enlarged Group will seek a general consent of the competent authority for future share issuances. Non-compliance could result in the imposition of fines and penalties, which could be significant, and could pose a risk for the withdrawal of licences.

Other Laws

Mining activities are generally governed by unique laws, regulations, and fiscal terms, specific to the sector. In Kazakhstan, the main taxes faced by mining companies (subsoil users) specifically include:

• Corporate Income Tax ("CIT"): This is a common tax payable by all legal entities in Kazakhstan and branches of foreign legal entities. CIT is applied to taxable income at a rate of 20 per cent, though some mining companies have negotiated a reduction for certain projects.

According to the Constitutional Law of the Republic of Kazakhstan "On the Astana International Financial Centre" adopted on 07 December 2015, legal entities are exempt from CIT on income received as a result of sale of securities (both equity and debt) or dividends/accrued interest, provided the securities are listed, on the Astana International Exchange on the date of sale, or the date when the dividends/accrued interest are paid.
Mineral Extraction Tax ("MET"): This tax is payable for the extracted volumes of all minerals including crude oil, gas condensate, natural gas, metals and other minerals and ground water. It is due for payment once the ore is extracted and deducted from the annually reported 'state reserve'. The tax rates are calculated based on the value of the extracted metal or mineral content using credible official sources of global price publications. The current MET for gold is five per cent. of the value of the gold in the mill feed and the corresponding number for copper is 5.7 per cent.
Excess Profit Tax ("EPT"): This was abolished for mining companies as of 1st January 2018. The EPT was enforced when a company's after-tax net income exceeded 25 per cent. of the costs claimed under CIT.
Rents: This represents the fee for use of land plots where exploration and mining activities are taking place. The rent payments are payable on a quarterly basis. For exploration licences, the rates vary and increase according to the size of the licences, whilst for production licences this is a flat annual fee.
Security of Liquidation: every subsoil user has to secure financing of the liquidation works by providing either the bank guarantee, pledge of bank deposit or relevant insurance. The sum of security is to be calculated in accordance with the adopted Methodology.

PART III

THE ACQUISITION

1. Details of the Acquisition

The Company announced on 19 July 2021 that it had conditionally agreed to acquire the entire issued share capital of DVK from the Sellers with the consideration being satisfied in the form of Consideration Shares on Admission and, subject to meeting certain conditions, the Sellers shall be entitled to receive Performance Shares. The Sellers shall be entitled to receive the Performance Shares in circumstances where the parties are able to confirm the existence of a mineral resource of one million ounces of gold equivalent. Furthermore, Ilwella shall receive the issue and allotment of the Ilwella Loan Shares on Admission as a result of the conversion of their existing Convertible Loan Notes. The allocation of Consideration Shares, Performance Shares and Ilwella Loan Shares amongst the Sellers is summarised at paragraph 2 of this Part below.

The Acquisition is subject to and conditional upon the satisfaction of certain conditions by not later than 31 March 2022 ("Long Stop Date"), including inter alia, Admission and the approval of the Resolutions. A summary of the Acquisition Agreement and the main conditions to the Acquisition are set out at paragraph 18.1 of Part XI. The parties agreed to use reasonable endeavours to procure that the conditions described above are satisfied as soon as reasonably practicable but not later than the Long Stop Date and no party is entitled to withdraw from the Acquisition Agreement before that date unless any of the conditions described above become incapable of fulfilment.

The Acquisition Agreement was entered into on 26 October 2021 pursuant to which the Sellers have conditionally agreed to sell and the Company has conditionally agreed to purchase the entire issued share capital of DVK. The Acquisition Agreement contains customary warranties and representations relating to DVK which are given by the Sellers to the Company (on a several basis) as at the date of signing the Acquisition Agreement, with each such representation and warranty being repeated on the date of completion of the Acquisition. The Acquisition Agreement includes restrictions regarding the conduct of the business of DVK pending completion of the Acquisition requiring that the business is carried on in the ordinary course.

The Acquisition Agreement may be terminated at any time by the Company prior to completion of the Acquisition without liability if the Sellers shall have breached any of the warranties or other terms of the Acquisition Agreement or if any event occurs which has or is likely to have a material adverse effect on the financial position or business prospects of DVK.

The Acquisition Agreement is governed by the laws of England and Wales and the parties have irrevocably submitted to the exclusive jurisdiction of the courts of England and Wales in relation to any action or proceeding arising out of the Acquisition Agreement.

2. Allocation of Consideration Shares, Ilwella Loan Shares and Right to Performance Shares

The Table set out below summarises each Sellers allocation of both Consideration Shares, Ilwella Loan Shares and Performance Shares as a result of the Acquisition.

Seller	Number of Consideration Shares and Ilwella Loan Shares	Consideration Shares as a percentage of Enlarged Ordinary Share Capital on Admission	Number of Performance Shares	Total Ordinary Shares (assuming the full issue of all Performance Shares)
Alexander Casey Walker	19,124,522	10.5%	31,874,202	50,998,724
Reedbuck Nominees Pty	9,562,261	5.2%	15,937,102	25,499,363
Rainer Heinz Ellmies	9,562,261	5.2%	15,937,102	25,499,363
Ilwella Pty Ltd	12,100,956	6.6%	11,251,594	23,352,550

3. Restrictions in relation to the Sellers

Subject to limited exceptions, the Consideration and Ilwella Loan Shares issued to the Sellers pursuant to the Acquisition are subject to restrictions whereby they cannot be transferred or disposed of (without the prior written consent of the Board and Peterhouse) until the first anniversary of Re-Admission and thereafter for a period of six months, they may only deal in the shares of the Company with the written consent of the Company and subject to such restrictions as it may impose for the purpose of maintaining an orderly market in the Company's Ordinary Shares. If the Sellers acquire any Placing Shares (the "Seller Placing Shares"), the Sellers agree that such shares will be not be capable of being transferred for a period of six months from Admission other than with the written consent of the Company and subject to the Company's written consent, any such disposal shall be in such manner as the Company or its broker may in its absolute discretion require with a view to the maintenance of an orderly market in the shares of the Company.

4. Dealings in Consideration Shares and Ilwella Loan Shares

An application will be made for the Consideration and Ilwella Loan Shares (as part of the Enlarged Ordinary Share Capital) to be admitted, to trading on the Main Market for listed securities and to listing on the standard listing segment of the Official List. It is expected that Re-Admission will become effective and that dealings in the Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. on 10 January 2022.

Where applicable, definitive share certificates in respect of the Consideration Shares and Ilwella Loan Shares to be issued pursuant to the Acquisition are expected to be dispatched, by post, at the risk of the recipients, to the Sellers, not later than fourteen days following Admission.

The Consideration and Ilwella Loan Shares are in registered form and can also be held in uncertificated form. Prior to the dispatch of definitive share certificates in respect of any Consideration and Ilwella Loan Shares which are held in certificated form, transfers of those Consideration and Ilwella Loan Shares will be certified against the register of members of the Company. No temporary Documents of title will be issued. The rights attaching to the Consideration and Ilwella Loan Shares will be uniform in all respects and all of the Ordinary Shares will form a single class for all purposes.

Conditional upon Re-Admission occurring and becoming effective by 8.00 a.m. London time on or prior to 31 March 2022, each of the Sellers agrees to become a member of the Company and agrees to subscribe for those Consideration and Ilwella Loan Shares set out in the Acquisition Agreement. To the fullest extent permitted by law, the Sellers will not be entitled to rescind the Acquisition Agreement at any time.

PART IV

BOARD, KEY MANAGEMENT, FOUNDERS AND CORPORATE GOVERNANCE

1. Details of the Directors

Details of the Directors of the Company as at the date of this Document are set out below.

Charles Wood, Age 46 (Non-Executive Director)

Charles Wood is an experienced capital markets professional with 20 years' expertise in the management and financing of growth companies internationally. He holds a Bachelor of Commerce and is a fellow of the Financial Services Institute of Australasia (FINSIA).

Mr. Wood is a Partner of London based Corporate Finance boutique, Orana Corporate LLP. He has considerable experience with both ASX and AIM listed companies. He has held and holds a number of Executive and Non-Executive roles in public and private businesses providing corporate finance, business development and strategic advice.

Anthony Eastman, Age 46 (Non-Executive Director)

Anthony Eastman is a member of the CAANZ and ICAEW and a Partner at Orana Corporate LLP. Mr. Eastman has a number of years' experience in financial management and corporate advisory services, primarily in the natural resources sector, along with extensive experience in the public company environment, having been a director and company secretary of a number of ASX and AIM junior mining and oil & gas focused companies.

He has previously worked with Ernst & Young and CalEnergy Gas Ltd, a subsidiary of the Berkshire Hathaway Group of Companies in both Australia and the United Kingdom.

Alexander ("Sandy") Barblett, Age 54 (Non-Executive Director)

Sandy Barblett has over 20 years' experience working with private and public listed international companies. He sits as a director and advises companies both private and listed on AIM and the ASX in relation to raising private equity and general fund raising, admission onto public markets, strategy and management selection. Additionally, he has previously held senior leadership roles within the technology sector, most notably with former FTSE 250 company Pace Plc.

Mr. Barblett has a bachelor of business from Curtin University of Technology in Perth, Australia and a bachelor of laws from the University of Queensland; he previously worked for Minter Ellison as a solicitor.

2. Directors immediately on and following Admission

On Admission, Mr. Charles Wood will stand down as a Director of the Company and he has signed and delivered a resignation letter to the Board. Mr. Alexander ("Alex") Walker and Mr. David Minchin will be appointed as Directors of the Company with effect from Admission and are referred to in this Document as the Proposed Directors. Biographies for the Proposed Directors are set out below.

Alex Walker, Age 37 (Chief Executive Officer)

Alex Walker is an investment banker and resources executive with more than 14 years' experience in natural resources investment with Norwegian Bank, Pareto Securities, London-based investment bank, Brandon Hill Capital and Australian broking firm Patersons Securities. Mr. Walker co-founded and was the General Manager of ScandiVanadium Ltd. He was also involved in the process of listing ScandiVanadium Ltd on the Australian Securities Exchange.

Mr. Walker holds a MSc in Mineral and Energy Economics from Curtin University of Technology, Graduate Diploma of Applied Finance, BComm, BSocSci, and is a Graduate of the Australian Institute of Company Directors.

David Minchin, Age 40 (Non-executive Director)

David Minchin is a geologist with over 15 years' experience in production, exploration, and resource investment. Mr. Minchin has worked for Rio Tinto and the British Geological Survey, as well working as Senior Exploration Geologist for ICL-Boulby where he was closely involved in the discovery of the 3.2 billion tonne polyhalite deposit that was subsequently put into production and extended operating mine life by over 30 years. Mr. Minchin has worked as Director of Geology for AMED Funds, a London based private equity group that focuses on exploration projects in Africa. In this role, Mr. Minchin was part of the team responsible for investing and monitoring approximately USD 450 million in projects from exploration through to feasibility and across a range of commodities. Mr. Minchin is currently CEO of Helium One Global Limited, an AIM quoted company developing a significant primary helium project in Tanzania and was formerly Managing Director of ASX-listed ScandiVanadium.

3. Key Management

Azamat Bizhanov (Geologist)

Azamat Bizhanov is an exploration and resource geologist with more than ten years' experience. Previously he served as the Kazakhstan Exploration Manager for Freeport-McMoran where he was involved in identifying and evaluating porphyry copper opportunities in Kazakhstan and Mongolia. Azamat has a successful background in the execution of both greenfield and brownfield exploration programs in Kazakhstan – in particular he was involved in the implementation of geological and resource modeling at the largest uranium project in South Kazakhstan.

Azamat is a Registered Professional Geoscientist and a Member of the Australian Institute of Geoscientists.

4. Founders

The original founders of the Company, having subscribed for in aggregate a total of 6,000,000 Warrants in the Company are: (i) David Minchin; (ii) Challenge Holdings Ltd; (iii) Offelbar Pty Ltd; (iv) Tournesol Consulting Ltd; (v) Ainslie Capital Ltd; (vi) JLTM Investments Ltd; (vii) Sandy Barblett; and (viii) Fiona Wilmot, (together the "Founders").

5. Independence of the Board

As at the date of this Document, the Board of Directors have considered and determined that each of Mr. Sandy Barblett and Mr. David Minchin will be considered independent directors of the Company, whilst noting their interests in the share capital of the Company. It is noted in particular that their combined interest in the share capital of the Company do not exceed 1.5 per cent. of the Enlarged Ordinary Share Capital.

It is intended that as the Company grows, additional Directors may join the board and independence will be one of the factors taken into account at such time. As at the date of this Document no prospective Director has been identified and no arrangements exist (formal or informal) for the appointment of any other Director.

6. Corporate governance

As a company being admitted to the Standard Segment of the Official List, the Enlarged Group is not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, the Directors are committed to ensuring that appropriate standards of corporate governance are maintained, so far as is appropriate given the Enlarged Group's current stage of development, the size and composition of the Main Board and available resources. The Board will aim to comply with the QCA Guidelines on Corporate Governance ("QCA Guidelines"). The Company does not currently comply with the QCA Guidelines in full.

The Board holds regular scheduled and other timely board meetings as issues arise which require the attention of the Directors. From Admission, the Board will be responsible for the management of the business of the Enlarged Group, setting the strategic direction of the Enlarged Group and establishing the policies of the Enlarged Group. It will be the Board's responsibility to oversee the financial position of the Enlarged Group and monitor the business and affairs of the Enlarged Group, on behalf of the Shareholders to whom they are accountable. The primary duty of the Board is to act in the best interests of the Company at all times. The Board will also address issues relating to internal control and the Enlarged Group's approach to risk management and has formally adopted an anti-corruption and bribery policy.

The Board has determined that with effect from Re-Admission, it will establish an Audit Committee and a Remuneration Committee, with such committees having formally delegated duties and responsibilities. Given the size and structure of the current Board, it has been determined that the Company it is not necessary to delegate the function of the nomination of Directors and senior managers to a separate nomination committee.

Audit Committee

The audit committee, which, on Admission, will comprise of three members, being, Anthony Eastman (as Chair), Sandy Barblett and Alex Walker, which will have primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Enlarged Group is properly measured and reported on and for reviewing reports from the Company's auditors relating to the Enlarged Group's accounting and internal controls. The committee is also responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Enlarged Group is properly monitored and reported. The audit committee will meet not less than three times a year.

Remuneration Committee

The remuneration committee, which, on Admission, will comprise two directors, Mr. Sandy Barblett (as Chair) and Mr. Anthony Eastman, being responsible for both the review and recommendation of the scale and structure of remuneration for senior management. In reviewing the remuneration policy of the Enlarged Group, this will include any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Enlarged Group. The members of the committee shall serve for an initial term of three years from Re-Admission, which will be extendable for a maximum of two terms no longer than 3 years. The committee shall meet at least twice per year.

7. Lock-in Arrangements

Details of the lock-in and orderly market arrangements entered into in connection with Admission are summarised in paragraph 18.12 of Part XI of this Document.

8. Share dealing code

The Company has adopted a share dealing code for persons discharging managerial responsibilities and their persons closely associated, which complies with UK MAR and the Company will take all reasonable steps to ensure compliance by persons discharging managerial responsibilities and their persons closely associated.

9. Dividends

The Directors' current intention is to retain any earnings for use in the Enlarged Group's operations and the Directors do not anticipate declaring any dividends in the foreseeable future. The Company will only pay dividends at such times (if any) and in such amounts (if any) as the Board determines appropriate and to the extent that to do so is in accordance with all applicable laws.

10. Conflict of Interest

The Directors have, or may come to have, other fiduciary obligations, including to other companies on whose board of directors they presently sit or to other companies whose board of directors they may join in the future. The Directors will honour any pre-existing fiduciary obligations ahead of their obligations to the Company. The Company and the Directors are otherwise not aware of any actual or potential conflict of interest, otherwise than as described in this paragraph.

Anthony Eastman and Charles Wood are partners of Orana Corporate LLP, which has been appointed by the Company to provide accounting, financial and company secretarial services to the Company. Furthermore, Orana has been appointed as an adviser in relation to the Acquisition and Re-Admission, and, separately, Orana has been engaged by the Company to assist with the introduction of funding in connection with Re-Admission, as more particularly described in paragraph 18.7 of Part XI "Additional Information". Under the terms of that engagement, Orana is entitled to receive a total of £75,000 for services provided in connection with Admission, a fee of £23,140 (such sum representing four per cent. of funds introduced by Orana in connection with the Fundraising) and the Orana Warrants. Further details of the Orana Warrants are summarised in paragraph 18.9 of Part XI "Additional Information".

Mr. Eastman and Mr. Wood have disclosed this interest to the Board. The Directors do not consider that this relationship is likely to give rise to any conflict of interest in respect of the activities of the Company. If after the date of this Document, the Board has cause to reassess the services being provided by Orana Corporate LLP or any form of remuneration payable to Orana Corporate LLP, Mr Eastman (as a continuing Director of the Company) shall abstain from voting or decision making in respect of any final decision.

PART V

COMPETENT PERSON REPORT

\$&203(7(173(5621¶65(325721 THE ASSETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN

Chu-ili and Rudny Altai Mineral Belts, Republic of Kazakhstan Discovery Ventures Kazakhstan Ltd.

SRK Exploration Services Ltd ES8061 22 September 2021

\$&203(7(173(5621¶S REPORT ON THE ASSETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN

Chu-ili and Rudny Altai Mineral Belts, Republic of Kazakhstan

Prepared for:

East Star Resources PLC Eccleston Yards 25 Eccleston Place London SW1W 9NF

+44 (0)203 918 8792 https://east-star-resources.com/

Prepared by:

SRK Exploration Services Ltd 12 St Andrews Crescent Cardiff, CF10 3DD United Kingdom

+44 2920 233233 www.srk.com

Reg. No. 04929472

Lead Author: Mikhail Tsypukov, Principal Exploration Geologist Initials: MT Reviewer: Colin Rawbone, Principal Exploration Geologist Initials: CSR

File Name:

ES8061_DVK_CPR_v2-0.docx Suggested Citation: SRK Exploration Services Ltd. 2021. \$&203(7(173(5621¶65(3257217+(\$66(762) DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN. . Prepared for Discovery Ventures Kazakhstan Ltd.: Project number: ES8061. Issued 22 September 2021 Cover Image(s):

Upper left - a view of Chudak VMS deposit, 847-EL; lower left - miniralised quartz vein from Novoe site, 774-EL; right - altered volcanic rock containing malachite and azurite from a leached zone of Chudak VMS deposit, 847-EL.

SRK Exploration Services Ltd ES8061 22 September 2021

ACKNOWLEDGMENTS

SRK Exploration Services would like to thank Alex Walker and Rainer Ellmies (Discovery Ventures Kazakhstan) for the useful and productive discussions during the preparation of this report and Azamat Bizhanov for organizing visits on DVK assets and field support.

COPYRIGHT AND DISCLAIMER

Copyright (and any other applicable intellectual property rights) in this document and any accompanying data or models is reserved by SRK Exploration Services Limited ("SRK ES") and is protected by international copyright and other laws.

The use of this document is strictly subject to terms licenced by SRK ES to its client as the recipient of this document and unless otherwise agreed by SRK ES, this does not grant rights to any third party. This document may not be utilised or relied upon for any purpose other than that for which it is stated within and SRK ES shall not be liable for any loss or damage caused by such use or reliance. In the event that the Recipient of this document wishes to use the content in support of any purpose beyond or outside that which it is expressly stated or for the raising of any finance from a third party where the document is not being utilised in its full form for this purpose, the Recipient shall, prior to such use, present a draft of any report or document produced by it that may incorporate any of the content of this document to SRK ES for review so that SRK ES may ensure that this is presented in a manner which accurately and reasonably reflects any results or conclusions produced by SRK ES. This document may not be reproduced or circulated in the public domain (in whole or in part) or in any edited, abridged or otherwise amended form unless expressly agreed by SRK ES. Any other copyright owner¶VZRUNPD\QRWEHVHSDUDWHGIURP this document, used or reproduced for any other purpose other than with this document in full as licenced by SRK ES. In the event that this document is disclosed or distributed to any third party, no such third party shall be entitled to place reliance upon any information, warranties or representations which may be contained within this document and the Recipients of this document shall indemnify SRK ES against all and any claims, losses and costs which may be incurred by SRK ES relating to such third parties.

Client Feedback - We merit all comments received from our clients, take pride in providing an excellent service and place value on our ability to correct error. Should you wish to comment on any aspect of the service that an individual staff member has provided, or else the company as a whole, please feedback a reply to the email address [email protected], or if appropriate write in confidence to our Managing Director at the address above.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Executive Summary

EXECUTIVE SUMMARY

Introduction

S5.([SORUDWLRQ6HUYLFHV/WG³SRK ES´?LVSDUWRIWKHJOREDO65.&RQVXOWLQJ*URXSWKH³65. *URXS´? SRK ES has been requested by East Star Resources Ltd ³EST´KHUHLQDIWHUDOVRUHIHUUHG WRDVWKH³&OLHQW´?WRprepare a Competent Person RepoUW³&35´?on the Mineral Assets of 'LVFRYHU\9HQWXUHV.D]DNKVWDQ/WGµ¶'9.¶¶hereinafter also referred to as WKHµ¶&RPSDQ\¶¶? Mineral Assets include exploration licences 670-EL (SURMHFW³'DOQ\´?DQG-EL (project ³\$SPLQWDV´?ORFDWHGLQWKH:HVWHUQ%alkhash region and 847-EL (SURMHFW³1RYR´?DQG-EL (SURMHFW³1RYR´?located in the Rudny Altai Region (collectively referred to as DVK ³3URMHFWV´RU ³\$VVHWV´?RIWKH5HSXEOLFRI.D]DNKVWDQ³Kazakhstan´ RU³5.´).

To date, Kazakh National Mining CoPSDQ\³7DX-.HQ6DPUXN´³7.6´?RZQVRIWKH3URMHFWV while DVK acts as Operator and Funder of the Projects. Under and executed Joint Venture Agreement TKS will transfer licences to Special Purpose Vehicles ³639´?RZQHG'9.DQG 20% TKS not before 12 months after licence award which is expected to be in the period from September 2021 to March 2022.

DVK is a company, established in Kazakhstan and focused in the mineral commodity business, oriented on acquisition of exploration and mining rights over prospective land and deposits.

SRK ES understands that the CPR will be reproduced in the main body of a Prospectus relating to the Company and the Mineral Assets mentioned above in support of an Initial Public Offering of the shares of the Company on the London Stock Exchange, (LSE). This report is based on the project related data provided by the Client and obtained by SRK ES from public sources. Verification of ownership has not been conducted for the purposes of this report and it is taken in good faith that the client and or vendors have the rights to the ground and licences and are in good standing with respect to their obligations under the relevant Mining Codes.

Discovery Ventures Kazakhstan

Discovery Ventures Kazakhstan Ltd. (DVK) has been registered at the Astana International Finance Centre (AIFC) since December 2019. Its purpose is mineral exploration and developing PLQLQJSURMHFWVLQ.D]DNKVWDQ'9.¶VPDQDJHPHQWFRPELQHVDVXFFHVVIXOWHDPRIFRUSRUDWH technical, and commercial professionals with an excellent international track record. DVK and the national mining company, Tau-Ken Samruk (TKS), formed a joint venture which initially covers 4 mineral exploration licenses totalling more than 1,400 km2, across two mineral districts, the Chu-Ili Belt with its endowment of orogenic and intrusion-related gold deposits and the Rudny Altai Belt with world-class volcanogenic massive sulphide (VMS) deposits. DVK is solely responsible for the first US\$6.8 m in expenditure across all licenses, after which the partners contribute or dilute.

Exploration Licences 774-EL and 640-EL

Licence 774-EL is located in Western Balkhash region, northwest of the Balkhash lake. The Licence belongs the northern part of the Betpak-Dala desert, in the southern part of the Zhanaarkinsky district of the Karaganda oblast (region). The regional and district centres are \$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Executive Summary

Karaganda city and Zhanaarka village (also called Atasau before February 2020), located 390 km and 320 km northeast of the Licence, respectively. An abandoned airfield Kuzh Kugan is located 50 km south-southeast from the Licence. Sary Arkɚ International Airport (Karaganda) is located 400 km northeast. Nearest railway station is Karazhal, located 150 km north from the licence which is connected with Karaganda-Zharyk-Zhezkazgan railway via a single-track railway. Close to the Licence area there are many dirt roads suitable for 4WD vehicles in the dry season.

Licence 670-EL is located in Western Balkhash region, southwest of Balkhash lake. It belongs to the western part of Zhambyl Oblast in Moyinkum district. The regional and district centres are Taraz city and Moyinkum village, located 245 km and 50 km southwest of the Licence area, respectively. In the vicinity of the Licence there is dirt road network, which is quite suitable for vehicles, with the exception of springtime.

Geology, Project History and Mineralisation

Licences 670-EL and 774-EL are located in the northeastern flank of Dzhalair-Naiman Paleozoic RURJHQLFFROOLVLRQDOEHOW³'1´?ZLWKDVWULNHRIPRUHWKDQ km in north-western direction from lake Issyk-Kul in the southeast to northern Kazakhstan. The belt comprises different sedimentary, volcanogenic and magmatic complexes of Paleozoic and Mesozoic age, formed in different geological and tectonic environments and amalgamated due to subduction and collision processes during the assembly of the Gondwana continent in the Mid-Paleozoic. The DN belt includes dismembered fragments of ophiolite complexes (oceanic crust), island arc volcanic rocks, back arc and rift sedimentary sequences and magmatic complexes.

Due to the number of metal deposits and occurrences the most economically significant part of the DN belt within the Western Balkhash area is called Chu-Ili ore belt. Intrusion-related deposit type (IR) suggests a genetic link between gold deposits and granite intrusions. Intrusion-related gold is most appropriate type of mineralisation that can be expected within 774-EL and 670-EL licences. Currently, this group of deposits includes gold deposits associated with subalkaline intrusions of intermediate to felsic composition. Considering oxidation/reduction conditions, the initial magma belongs to ilmenite series or ilmenite-magnetite transition which corresponds to reduced magma and can be also named as Reduced Intrusion Related Gold Systems (RIRGS). The most typical deposits are associated with a system of sheeted veins, with a small amount of sulphides, usually occurring above the intrusive domes. The authors of the classification emphasize that RIRGS deposits differ from porphyry deposits or porphyry stockwork mineralisation, and differ from veins inheriting stress fractures ("antithetic tensional vein arrays") in the group of orogenic deposits (Lang, Baker, 2001; Hart, 2005). In this regard, areas with the development of intrusive magmatism (gabbro-diorite, diorite-granodiorite-granite formations) have prospects.

During the historical exploration within the Chu-Ili belt in the 1960s, a number of Cu and Au occurrences related to porphyry intrusives were discovered. Some of them were preliminary assessed for economic mineralisation, however, no economic deposits have been discovered.

The 774-EL licence area was subjected to several regional geological, geophysical and hydrogeological studies at scale 1:200,000 and 1:50,000 which took place within a period of 1945- 1990s. Two gold deposits discovered during early exploration Zhaksy and Altynsai are cut from the licence. According to historical reports the licence area contains 6 gold occurrences Novoe, Southern Shabdar, a group of Eshkilitau occurrences I, II and II, western part of Uzuntas occurrence and 7 mineralisation points. There were no historical resource estimates for the

\$&203(7(173(5621¶65(325T ON THE ASSETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Executive Summary

occurrences located on the licence area. Exploration performed in 1999, financed by the government of RK, allowed to identity, and preliminary study, the Southern Shabdar mineralised zone (Au), and estimate its prognostic resources in P1 and P2 category, which correspond to JORC defined categories outlining ³H[SORUDWLRQWDUJHW´DQG³H[SORUDWLRQUHVXOWV´ and should not be considered an Mineral Resource Estimate (MRE). The occurrences consist of mineralised quartz veins or vein zones and were studied during historical exploration by geological mapping, trenches and/or prospecting shafts. Mineralisation points were characterized by limited sampling as a few grab or rock chip samples.

Eshkilitau group of occurrences includes Eshkilitau I, II and III gold occurrences, related to quartz veins Upper Ordovician sedimentary rocks of Kuyandinskaya suite. The suite consists of conglomerate and sandstone with siltstone and schist interbeds. The rocks are folded into recumbent folds or narrow linear folds with steep or subvertical dip of the fold limbs. The Ordovician rocks had been significantly weathered during Mesozoic and Cenozoic time and altered to a weathered crust that can be up to a few tens of meters thick. Gold grades in quartz veins usually do not exceed 3 g/t. The Eshkilitau occurrences are controlled by side faults of the Ergenektin regional fault and forms a northwest striking trend with Altynsai gold deposit in the south. Proved total length of the trend is about 10 km. In the text of the historical report Eshkilitau occurrences are described as singular veins (or main veins), which is not supported by geological maps from the same report where systems of veins are apparent.

Eshkilitau-II occurrence is represented by a series of subvertical quartz veins of northwest and east-west orientation. The length of the individual veins varies within 100-300 m with the thickness of 0.3-0.5 m (up to 2 m). The east-west oriented vein bifurcates, making a horsetail vein system. The occurrence was studied by 55 trenches and 7 prospecting shafts, totalling about 1000 grab and channel samples. The gold grades in samples vary from 0.1 to 2.0 g/t Au. Two samples collected from the bending part of the vein returned 168.0 and 200.8 g/t Au.

Novoe gold occurrence is located in the hinge zone of anticline formed by Upper Ordovician sandstone sequence. The hinge zone is broken by a series of faults striking northeast and intruded by a sill of granodiorite-diorite porphyry of the Middle Devonian Tastobinsky complex. The thickness of the sill varies from 20 to 150 m.

Gold mineralisation is associated with veins and veinlets of quartz-ankerite composition containing disseminated pyrite, chalcopyrite, arsenopyrite, galena and free gold. The sizes of gold nuggets reach 0.4-1.0 cm across. Gold content of the vein zones were reported as 0.5-5.6 g/t Au. In grab samples, gold grades were identified as high as 1,214 and 4,484 g/t Au while in channel samples across the mineralised zones gold grades vary from 0.3 to 20.5 g/t Au. Host rocks were subjected to beresite alteration. The occurrence was studied only from the surface by trenches and was considered as highly prospective. Inferred resources in P2 category were estimated at 0.4 tons of Au (Koshkin et al., 2000). There is no geological map available for the occurrence.

Southern Shabdar gold occurrence is located within a depression related to Ergenektin regional fault zone and is related to gold bearing weathering material with fresh rocks below. There is no original description, coordinates, or data available on the occurrence and the information below is taken from a regional map and review of Koshkin et al. (2000). Gold bearing weathered crust on Ordovician sedimentary sequence occurs within an area of approximately 700x400 m. The depth to mineralisation varies between 20-45 m and the total thickness of the weathered crust from 30 to 80 m deep. The thickness of the mineralised crust is 4 m on average and can be up to 15 m.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Executive Summary

Average gold grades vary from 2.0 to 8.0 g/t Au with a maximum of up to 32 g/t Au. Most of the gold is fine free gold and nuggets can reach 1.4 mm across. There are four mineralised bodies recognized: Northern, Central, Southern and South-Western. The drilling programme allowed authors to estimate gold resources of the mineralised weathered crust in P1 category at 4.8 tons of gold.

The hard rock mineralisation is related to granodiorite porphyry stock below the weathered crust. Mineralisation is located in intrusive stocks and in Middle Ordovician sedimentary rocks along the contact. Sedimentary rocks contain organic matter. There are two mineralised zones; the upper and lower, each about 200x400 m in size. Gold mineralisation is associated with disseminated sulphides and quartz-sulphide stockwork. The average thickness of upper and lower zones was reported as 9.8 and 4.1 m with the average gold grade 2.35 and 1.7 g/t Au respectively. The highest gold grade in the upper zone was reported as 59.8 g/t Au, in lower zone ± 4.4 g/t Au. The veining mineralised zones were subjected to beresite and propylitic alteration. The depth to the upper mineralised zone varies within 80-90 m. Sulphide mineralisation is represented by pyrite and arsenopyrite, with minor amount of chalcopyrite, pyrrhotite, marcasite, petzite, gersdorffite, galena and chalcopyrite.

Total gold resources in hard rock were estimated at 6 tons of gold in P1 category and 15 tons in P2 category (less confidence) (Kushnerenko et al., 1994). There is no geological map available for the occurrence.

The 670-EL licence area was subjected to several regional geological, geophysical and hydrogeological studies at scale 1:200,000 and 1:50,000 which took place within a period of 1927- 1985s. According to historical reports, the licence contains two groups of Au occurrences and six individual occurrences. According to open sources this area has been never granted to any exploration/mining company.

The most significant are the Alatagyl and Zhenis group of occurrences (Au).

The Alatagyl group of occurrences includes Alatagyl North and Alatagyl gold occurrences and is related to gold-bearing quartz veining zones, hosted by sandstone, siltstone and shale of Upper Ordovician Dulankarinskaya suite. At the Alatagyl North occurrence, north-south and east-west striking quartz veining zones are located in the contact of a felsite stock. The stock is about 1,300x700 m across and presumably occurs in the hinge zone of the anticlinal fold. Host sedimentary rocks around the stock were subjected to sericitization, carbonatization, and silicification. Width of the alteration zone is 50-200 m. At the occurrence, a large gold soil anomaly is noted. The gold content in soil samples reaches 0.8 g/t Au. Veining zones and host rocks at the contact contain disseminated pyrite, arsenopyrite and fine gold. In 1966, total of 5,000 rock chip samples over a grid of 50x10 m and 108 channel samples were collected. In rock chip samples gold grades varied from 0.03 to 10.0 g/t Au. In 53 channel samples, the gold grade was within 0.1- 5.6 g/t Au. The host rock along the veining zones were subjected to beresite alteration (quartz, sericite, carbonate, chlorite).

Alatagyl gold occurrence is confined to the hinge zone of an anticlinal fold that was intruded by Middle Devonian granites. The occurrence contains three mineralised zones of east-west and north-west strike ± the Northern, the Central and the Western. Vein zones were traced on 250-390 m along the strike with a width of 20 to 100 m.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Executive Summary

Both Alatagyl and Alatagyl North gold occurrences were studied with drilling from several companies. In the period 1981-1986 a total of 13 drill holes were drilled. The length of the holes varied from 50 to 222 m. In most samples, gold grades were below 0.2 g/t Au. In mineralised intervals, gold grades varied from 0.8-1.2 g/t Au to 5.4 g/t Au. The highest gold grades were reported in the interval of 25-29 m of drill hole 13, where gold grades in 1 m samples varied from 1.3 to 5.4 g/t Au. In drill hole 136 in the interval 6-8 m, gold grades were 2.3 and 2.9 g/t Au. In drill hole 15, 1 m interval contained 3.0 g/t Au.

Zhenis group of occurrences in the central western part of the Licence covers an area of 7.0x1.0 km and includes gold occurrences Zhenis, Kaizharylgan, Suuksaiskoe, Podnik and several mineralisation points. The site is composed of metamorphosed sedimentary rocks of Upper Cambrian Sulusai Suite that includes phyllite and shale of different composition (quartz-carbonatemica, epidote-albite, albite-biotite-chlorite±actinolite, sericite-quartz, carbonaceous and clayey shale). Sedimentary suites have tectonic contacts and are folded into narrow isoclinal folds with steep dipping limbs at angles 85±90° and intruded by Lower-Middle Devonian diabase porphyry dikes along northwest striking faults. All occurrences within the Site are related to narrow and elongate zones of silica alteration, quartz veining and bands of organic rich schist that contain disseminated sulphide mineralisation. Such zones strike in northwest correspond to geophysical anomalies and contain elevated Au and As grades in soils and hard rock. Anomalous grades of 0.01-1.2 g/t Au were identified in several soil samples (single points) across the Site and do not form significant in size anomalies. A number of large and elongated As and Ag anomalies were identified throughout the whole Zhenis site. Quartz veining, alteration and soil anomalies (As, Ag) are controlled by northwest faults and intersection of those with east-west faults.

Zones of geophysical and soil geochemical anomalies were studied by trenches and shallow Rotary Airblast (RAB) drilling. In a highly prospective area, 3.4x1.0 km in size, located in the central part of Zhenis Site, a series of 1 km trenches were located with a step of 200 m across the anomalous zone. According to geological map, elevated content of Au in a few channel samples across the Site did not go above 0.2-0.6 g/t, Ag ± less than 12 g/t over 1 m interval. There is no information on RAB drilling results available.

Exploration Licences 847-EL and 914-EL

Licences 847-EL and 914-EL are located in Rudny Altai region of the Eastern Kazakhstan. Administratively, the Licences belong to Shemonaikha district. Regional centre Ust-Kamenogorsk is located 45 km to the southeast, and district centre Shemonaikha city, 20 km to the northwest from the Licences. Airport of Ust-Kamenogorsk is located 35 km southeast of the Licences. The railway connecting Ridder and Tomsk cities crosses the Licence areas from the south to the northwest with Aurora and Festivalnaya railway station is located on the territory of the Licences. In the Licence area there is a network of dirt roads that are quite suitable for driving all year round. A hard-surfaced road from Ust-Kamenogorsk to Shemonaikha crosses the licence areas in the western part.

The climate is continental, with long winters from mid-October to March and wet summers. The hottest months are June, July, and August with absolute maximum temperature of +40°C. The coldest months are January and February with absolute minimum temperature of -48°C. The licences are situated in the foothills of the Rudny Altai and belongs to the transitional type of low mountainous regions and hummocks with individual peaks, less often, ridges, which stand out

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5< VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Executive Summary

among the hilly terrain, flushed with thick loess-like loams, covering all low areas of the region and gentle watersheds. The relief of the region is characterised by low absolute heights and low relative elevations. The highest absolute high is 571.7 m AMSL confined to the northwestern ridge of hills.

Geology, Project History and Mineralisation

The Rudny Altai region is one of the largest volcanogenic massive sulphide (VMS) provinces in the world, part of Central Asian Orogenic belt (CAOB). The Rudny Altay VMS belt extends from south Russia through the eastern Kazakhstan to northwestern China. The length of belt in Russia and Kazakhstan exceeds 500 km with the width up to 80-100 km. VMS deposits within the belt are predominantly hosted by Devonian basalt-andesite-rhyolite association with a felsic to mafic VHTXHQFHRIURFNVDQGDUHUHFRJQL]HGDV³NXURNR´DQG³EHVVKL´W\SHV The whole Novo-1 and Novo-2 Projects were covered by two geological survey campaigns at scale 1:200 000 (1959 and 1979). The western 30% of the projects are covered by geological map at scale 1:200 000, prepared as a result of geological (mainly desktop) appraisal in 2004, however, this new interpretation is not correlated for the other parts of Rudny Altai.

According to the mineral map, published in the 1960s, the project area contains more than 20 occurrences (Cu, Pb, Zn, Au, W) and a significant amount of soil and stream sediment anomalies. In addition to this there are 6 locations shown as depleted Cu, Au and base metal deposits, however, no information on these are provided for SRK ES to review, except Chudak Cu deposit.

Chudak Cu deposit is located in the eastern part of 847-EL, close to the eastern boundary of the Licence. It belongs to Priirtysh volcanic belt (Orlovka-Belousovka metallogenic subzone) and comprises quartz vein containing massive and disseminated sulphide mineralisation, hosted by volcanic-sedimentary Upper Devonian Pikhtovsk suite. The vein was traced more than 200 m along the strike and more than 200 m in vertical extent. It is characterised as steeply dipping and composed of pyrite, chalcopyrite, covellite, chalcocite and secondary copper minerals (malachite, azurite etc.) with limited amount of sphalerite. The thickness of the massive mineralisation varied from 0.3 to 2.2 m, and halo of disseminated mineralisation around the vein can be up to 16.13 m thick.

The deposit was discovered in 1862 and was largely mined out from 1867 to 1890. In 1925-1953 the area of the deposit was covered by several geological surveys at different scales to study resource potential of the area. Exploration on the flanks of the deposit continued in 1940-1941and 1954-1960 and included trenching and more than 10,000 m of prospecting drilling. Based on drilling results, mineral potential of the area was recognized as low and noneconomic. There is no geological map available for the occurrence.

SRK ES Site Visits

In May 2021 Mikhail Tsypukov, Principal Exploration Geologist with SRK ES visited the DVK exploration licenɫes and reviewed site conditions, geology, and mineralisation.

Environmental and Permitting

are a few ephemeral streams within 670-EL whose drainage system may influence ecology of protection zones during the flooding seasons. According to information from the DVK, the Environmental Impact Assessment (EIA) and Exploration Programmes of the licence holder TKS for exploration licences 670-EL, 770-EL, 847-EL and 914-EL have been approved by the State Environmental Expertise, so the Licence holder can conduct exploration, including geological traverses, geophysics, trenching and drilling. The EIA for 670-EL is limited to the areas outside of the nature protection zones. Information on environmental permits for those projects is included to Table 10-1. All EIAs contains land rehabilitation measures in accordance with Legislation of the Republic of Kazakhstan.

DVK Exploration Programme

65.(6KDYHUHYLHZHG'9.¶VSURSRVHGH[SORUDWLRQEXGJHWIor the four licences discussed in this report. The budget spans a 24-month period, between August 2021 and July 2023. The budget outlines exploration expenditures, corporate overheads, staffing costs, and amounts related to licencing and permitting. SRK ES has not carried out a detailed review of the estimates or quotations from third parties that make up the total figures provided by DVK.

These plans detail a US\$3 m budget for 24 months which is considered reasonable and warranted by SRK ES.

Conclusions and Recommendations

SRK ES has reviewed results of historical exploration and visited the DVK assets to confirm the geology and mineralisation. SRK ES has also reviewed and discussed the 24 months exploration EXGJHWIRUDOODVVHWVLQWKH&RPSDQ\¶VSRUWIROLR,QWKHOLJKWRIWKHUHVXOWVWRGDWHDQGWKHJHQHUDO merits of the Licence Areas, SRK ES supports the work programme proposed. DVK management team has a demonstrated track record of exploration methods and corporate strategies to achieve WKH&RPSDQ\¶VDLPVDQGLQ65.(6ތVRSLQLRQWKH'9.WHDPLVZHOOSODFHGWRGHOLYHUWKHLU intentions which are stated in this CPR.

SRK is of opinion that Intrusion-related gold is most appropriate type of mineralisation that can be expected within 774-EL and 670-EL licences, located within Chu-Ili ore belt. By reviewing of site geology and conditions SRK ES can summarize its recommendations as follows:

The licence areas are poorly (774-EL) or poorly to moderately (670-EL) exposed with limited number of outcrops. No significant transported sediments, like loess or aeolian sand, has been observed within the licences.
Taking into account site geology, presence of gold mineralisation and gold deposits along the sheared zone and significant thickness of weathered crust (774-EL) and soil coverage (670- EL), SRK ES believes that both licences has favourable geological conditions to host economic gold mineralisation that has not been discovered during historical exploration.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Executive Summary

Gold bearing quartz veins and veining/stockwork zones are controlled by regional and local faults, intrusions and possibly folds, so regional and more detailed remote sensing structural study with ground verification is recommended for understanding of geology and structural control and mineralisation and defining of mineral trends and environments where favourable conditions for mineralisation can be expected. This is especially true for the Licence 670-EL where diluvial and soil cover on the slopes of the hills is thin and folds and bedding is clearly seen on satellite images.
UAV (drone-based) magnetic and radiometric survey and geochemical survey using ultra-trace geochemical technique (ICP-MS) applied on selected areas can help to map the structures, marker lithologies and buried mineralisation and assist in DVK exploration.
Historically gold mineralisation was discovered either by soil sampling or quartz sampling from the surface as grab/chip samples from float material, outcrops or weathered crust (eluvium), so geochemical methods should be considered as most appropriate reconnaissance and ground truthing methods, following geological reconnaissance, mapping of selected areas and remote sensing structural study.
Thick alteration halos are not typical for intrusion related gold systems, however, due to presence of intense silica (Alatagyl) and argillite (Novoe) alteration accompanying veining, IP and resistivity surveys can be considered as geophysical prospecting methods over selected areas.

Volcanogenic massive sulphide (VMS) mineralisation is the main type of mineralisation within the Rudny Altai region that also can be expected within the licences 847-EL and 914-EL. By reviewing the data available for both exploration licences, SRK ES summarises its recommendations as follows:

The majority of VMS deposits in the region was initially found during historical exploration due to their surface appearance as outcrops of mineralised rocks and geochemical soil anomalies related to shallow targets, covered by thin overburden of Quaternary sediments and soils.
Due to its location within Orlovka-Belousovka metallogenic subzone and presence of favourable Devonian basalt-andesite-rhyolite association, SRK ES believes that the licences have potential to host VMS mineralisation shallow enough to be economic.
VMS deposits produce significant electromagnetic, gravimetric, and magnetic responses and thus provide great potential for detecting of ore bodies using airborne and ground geophysics (Ford et al., 2007). For VMS, deposits contrasting in magnetic, electromagnetic, and gravitational properties in comparison with host rocks, become direct exploration vectors. SRK ES is of opinion that further exploration within the licences should be focused on the areas that are composed of Lower and Middle Devonian volcanic formations, including basalt-rhyoliteandesite, basalt-rhyolite and andesite-dacite rock assemblages and be based on airborne and ground geophysical methods, as more appropriate for VMS mineralisation. Taking into account significant soil coverage, as a first approximation DVK should use maps of Paleozoic formations at scale 1:200,000, which should be verified against visible rock outcrops. According to those maps, the most prospective for VMS discoveries are the western part of 914-EL and the eastern part of 847-EL which are mainly composed of Devonian volcanogenic formations. SRK recommends not to focus only on five stratigraphical levels of Lower and Middle Devonian volcanogenic formations, mentioned in publications (see Chapter 8.2.1) but also consider

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/IC OF KAZAKHSTAN Executive Summary

Upper Devonian volcanogenic formations as Chudak VMS deposit is hosted by Upper Devonian Pikhtovsk suite.

		EXECUTIVE SUMMARY IV
		USEFUL DEFINITIONS XIX
1		INTRODUCTION 24
1.2		Background 24
1.3		Requirement, Structure and Compliance 24
	1.3.1	Requirement 24
	1.3.2	Structure 24
	1.3.3	Compliance 25
1.4		Base Technical Information, Effective Date, and Publication Date 25
1.5		Verification and Validation 25
1.6		Limitations, Reliance on SRK ES, Declaration, Consent, and Cautionary Statements 26
	1.6.1	Limitations 26
	1.6.2	Reliance on Information 27
	1.6.3	Technical Reliance 27
	1.6.4	Legal Reliance 27
	1.6.5	Financial Reliance 28
	1.6.6	Declaration 28
	1.6.7	Consent 28
	1.6.8	Copyright 28
1.7		Qualifications of Consultants and Competent Persons 28

2		RELEVANT MINERAL LAW OF THE REPUBLIC OF KAZAKHSTAN 30
2.1		Mineral Rights 30
	2.1.1	Types of Subsoil Use Licences 32
2.2		Responsible Mining, Environmental Approvals and Closure 34
	2.2.1	EIA Approvals and Environmental Permits 34
	2.2.2	Mine Closure (Liquidation) Requirements 36
	2.2.3	Health and Safety Provisions 36
2.3		Fiscal Regime 37
3		DISCOVERY VENTURES KAZAKHSTAN 39
3.1		Company Description 39
3.2		Members of the Board 39
3.3		Company Strategy 39
3.4		Mineral Tenements and Land Tenure Status 39
3.5		Exploration Budget 40
4		EXPLORATION LICENCE 774-EL DESCRIPTION AND LOCATION 41
4.1		Introduction 41
4.2		Accessibility, Local Resources, Climate and Physiography 41
	4.2.1	Accessibility 41
	4.2.2	Local Resources and Infrastructure 41
	4.2.3	Climate 41
	4.2.4	Physiography 42
4.3		SRK ES Site Visit 43

5		EXPLORATION LICENCE 670-EL DESCRIPTION AND LOCATION 50
5.1		Introduction 50
5.2		Accessibility, Local Resources, Climate and Physiography 50
	5.2.1	Accessibility 50
	5.2.2	Local Resources and Infrastructure 50
	5.2.3	Climate 51
5.3	5.2.4	Physiography 52 SRK ES Site Visit 52

6		EXPLORATION LICENCES 847-EL AND 914-EL DESCRIPTION AND LOCATION 59
6.1		Introduction 59
6.2		Accessibility, Local Resources, Climate and Physiography 59
	6.2.1	Accessibility 59
	6.2.2	Local Resources and Infrastructure 60
	6.2.3	Climate 60
	6.2.4	Physiography 61
6.3		SRK ES Site Visit 61
7		GEOLOGY OF APMINTAS AND DALNY PROJECTS (EXPLORATION LICENCES 670-EL AND 774-
		EL) 68
7.1		Regional Geological Settings 68
7.2		Deposit Model 69
	7.2.1	Intrusion-related Gold 69
	7.2.2	Cu-Au Porphyry 74
7.3		Project Apmintas (Exploration Licence 774-EL) 75
	7.3.1	Property Geology 75
	7.3.2	Mineralisation 79
	7.3.3	Project History 84
	7.3.4	Historical Exploration 84
	7.3.5	Historical MRE 87
	7.3.6	Historical Production 87
	7.3.7	DVK Exploration 87
7.4		Project Dalny (Exploration Licence 670-El) 87
	7.4.1	Property Geology 87
	7.4.2	Mineralisation 90
	7.4.3	Project History 101
	7.4.4	Historical Exploration 101
	7.4.5	Historical MRE 103
	7.4.6	Historical Production 103
	7.4.7	DVK Exploration 103
8		GEOLOGY OF NOVO-1 AND NOVO-2 PROJECTS (EXPLORATION LICENCES 847-EL AND 914-EL) 104
8.1		Regional Geological Settings 104
8.2		Deposit Model 107
	8.2.1	VMS Mineralisation in Rudny Altai 107
8.3		Property Geology 110
	8.3.1	Paleozoic Era 110
	8.3.2	Cenozoic Era 113
	8.3.3	Magmatic Complexes 113
8.4		Mineralisation 114
	8.4.1	Chudak Cu Deposit 114
8.5		Project History 115

8.6	Historical Exploration 115
8.7	Historical MRE 116
8.8	Historical Production 117
8.9	DVK Exploration 117
9	ADJACENT PROPERTIES 118
9.1	Licence 774-EL 118
9.2	Licence 670-EL 119
9.3	Licences 847-EL and 914-EL 122
10	ENVIRONMENT, PERMITTING, AND SOCIAL IMPACT 124
10.1	Environmental Considerations and Permitting 124
10.2	Social Impact 124

11	RECOMMENDATIONS 125
11.1	Exploration Licences 774-EL and 670-EL 125
11.2	Exploration Licences 847-EL and 914-EL 125
12	RISKS AND OPPORTUNITIES 127
12.1	Risks 127
12.2	Opportunities 127
12.3	Concluding Remarks 128

13	REFERENCES 130
	SIGNATURES 132

	JORC CODE TABLE 1 133

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Contents

Tables

An exploration budget for the four DVK licences for the period, between August 2021 and July


JORC compliant gold resources (Measured Indicated and Inferred) estimated by SRK and







	Payment for EL and ML land use (MRP) 33 Requirements for annual EL expenditures (in MRP) 34 Requirements for minimal annual operation expenditures on mining licence (in MRP) 34 Mineral Extraction Tax (applied to quantity of extracted ore volumes mined) 38 Information on DVK Mineral Tenements 40 2023 40 Locations visited by SRK ES in Novo-1 and Novo-2 areas 62 WAI versus GKZ style gold resources of Chu-Ili ore belt 72 Historical mineralised intersections at Alatagyl North (more than 0.5g/ Au) 92 Some of VMS deposits of Rudny Altai (Lobanov et al., 2014) 109 Adjacent properties to the DVK licence 774-EL 118 Adjacent properties to the DVK licence 670-EL 120 Adjacent properties to the DVK licences 847-EL and 914-EL 122 Table 10-1: Information of environmental permits for TKS licences 124

A COMPET(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Contents

Figures

Figure 2-1:	Areas allowed for licencing in Kazakhstan (purple) 31
Figure 4-1:	Location of Licence 774-EL, Western Balkhash Region, Kazakhstan 42
Figure 4-2:	SRK ES tracks and waypoints during 774-EL site visit, Western Balkhash Region, Kazakhstan 43
Figure 4-3:	A view from the traverse road to Eshkilitau I site (recent excavations are visible close to
	horizon line) (left image) and a typical plain relief of Betpak Dala desert 44
Figure 4-4:	Current mining activity and conditions on Eshkilitau-III site 45
Figure 4-5:	Current mining activity and conditions at Uzuntas site 46
Figure 4-6:	Southern Shabdar site on ESRI satellite image 47
Figure 4-7:	Current conditions at Shabdar site 48
Figure 4-8:	Current mining activity and conditions at Novoe site 49
Figure 5-1:	Location of Licence 670-EL, Western Balkhash Region, Kazakhstan 51
Figure 5-2:	SRK ES tracks and waypoints during 670-EL site visit, Western Balkhash Region, Kazakhstan 53
Figure 5-3:	Historical trenches and drill holes at the southeastern flank of Alatagyl North occurrence 54
Figure 5-4:	Historical trenches and drill holes at the southeastern flank of Alatagyl North occurrence 55
Figure 5-5:	SRK ES waypoint Sornoe Stockwork represented by quartz stockwork zone in schistose
	sandstone along Alatagyl fault zone 57
Figure 5-6:	Typical landscape of Alatagyl group of Au occurrences (upper images), quartz vein that was
	traced for more than 3.2km along the Akkuduk fault zone (lower left image) and possible location of Jideli Cu occurrence, SRK ES waypoints Dh37 and DH38 (lower right image) 58
Figure 6-1:	Location of Projects Novo-1 and Novo-2, Rudny Altai Region, Eastern Kazakhstan 60
Figure 6-2:	SRK ES track and Waypoints on site visit 62
Figure 6-3:	Typical landscape of the Project area 63
Figure 6-4:	An area of Chudak Cu deposits on BING satellite image with SRK ES track and waypoints 64
Figure 6-5:	A current view of Chudak Cu deposit 65
Figure 6-6:	500 m prospecting trench along quartz-sulphide vein (WP 1) 66
Figure 6-7:	Historical exploration of quartz-scheelite vein (WP 5) 67
Figure 7-1:	Tectonic map of Early Paleozoic complexes (altaides) of Central Asia (Choulet et al., 2012) 69
Figure 7-2:	Zoning distribution of mineralisation around intrusives related to Reduced Intrusion Related
	Gold Systems (RIRGS) (Lang, Baker, 2001; Hart, 2005) 71
Figure 7-3:	Geology map at scale 1:200,000 of licence 774-EL (Kataev et al., 1983) 77
Figure 7-4:	Mapping drilling profiles III-III and VI-VI over Ergenektin trough (Kataev et al., 1983) 78
Figure 7-5:	Main lineaments and geological complexes of Licence 774-EL 80
Figure 7-6:	Eshkilitau-II gold occurrence 81
Figure 7-7:	Eshkilitau-III gold occurrence 82
Figure 7-8:	Geological map at scale 1:200,000 of Licence 670-EL 89
Figure 7-9:	Geology of Alatagyl North gold occurrence 92
	Figure 7-10: Geology of Alatagyl Gold Occurrence 96
	Figure 7-11: Central part of Zhenis group of gold occurrences 98
	Figure 7-12: Geology of Maizharylgan copper occurrence 100
	Figure 7-13: Geochemical and geophysical anomalies over Maizharylgan and Zhideli Cu occurrences 100
	Figure 7-14: Geology of Zhideli copper occurrence 101
Figure 8-1:	Position of Rudny Altai terrane within central part of Central Asian Orogenic Belt (Lobanov et
	al., 2013) 105
Figure 8-2:	Tectonic scheme and location of VMS and iron deposits in Rudny Altay metallogenic belt
	&KHNDOLQDQG'¶\DFKNRY? 106
Figure 8-3:	Geology map of exploration licences 847-EL and 914-EL, Rudny Altay, Eastern Kazakhstan 112
Figure 8-4:	The area of Chudak Cu-deposit (Google Earth) 114
Figure 9-1:	Licences adjacent to permit 774-EL 119
Figure 9-2:	Licences adjacent to permit 670-EL 121
Figure 9-3:	Exploration and mining permits adjacent to licences 847-EL and 914-EL 123

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Contents

Appendices JORC CODE TABLE 1 \$&203(7(173(5621¶6 REPORT ON THE ASSETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Useful Definitions

USEFUL DEFINITIONS

Glossary

Anomalous	Samples that differ significantly from all the others in a group or population.
Anticline	\$µŀ¶VKDSHGIROGRUVWUXFWXUHLQVWUDWLILHGURFNVZLWKWKHROGHVWURFNVLQWKH centre.
Basin	A general region with an overall history of subsidence and thick sedimentary accumulation.
Channel sampling	A means of taking a sample from a rock face by collecting the cuttings from a small channel.
Clays	\$WHUPXVHGWRGHVFULEHPLQHUDOVWKDWDUHW\SLFDOO\OHVVWKDQȝPPLFURPHWUHV in diameter.
Deposit	\$QDQRPDORXVRFFXUUHQFHRIDVSHFLILFPLQHUDORUPLQHUDOVZLWKLQWKH(DUWK¶V crust.
Diamond drilling	The act or process of drilling boreholes using bits inset with diamonds as the rock-cutting tool.
Drill core	A solid, cylindrical sample of rock produced by diamond drilling.
Electromagnetic survey	A geophysical method whereby an electromagnetic current is emitted into the ground and secondary electromagnetic currents that are generated by sub surface conductive material are recorded.
Environmental Impact Assessment	A multi-disciplinary study which evaluates the effect on the environment of a large construction or development project.
Fault	A fracture or a fracture zone along which there has been displacement of the two sides relative to one another parallel to the fracture. The displacement may be from a few centimetres to many kilometres.
Folding	A bending or buckling in any pre-existing structure in a rock as a result of deformation.
Fresh or Sulphide material	Material defined which has retained its original form unaltered by oxidation. Metal ores that are recorded as sulphides include copper, mercury and nickel.
Geological continuity	Geological features such as rock type, structures and mineralisation that can be demonstrated to be continuous between locations.
Geophysical data	Data from the branch of geology that studies the physics of the Earth, using the physical principles underlying such phenomena as seismic waves, heat flow, gravity, and magnetism.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Useful Definitions

Georeference	Relating the internal coordinates of a map or image to a geographic system. Used to correctly position digital images in in a GIS environment.
Grab sampling	Samples collected from surface outcrops, mine dumps etc., used in connection with examination of the characteristic minerals in the deposit rather than for valuation.
Grade	The proportion of a mineral within a rock or other material. For graphite, base metals and iron mineralisation, this is usually reported as a percentage. For precious metals, it is usually reported as grams per tonne of rock (g/t).
Grassroots	Early stages of exploration including activities such as mapping and geochemical sampling
Indicated Mineral Resource	That part of a mineral resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed
Induced Polarisation	A geophysical method whereby an electrical current is induced into the ground and electrical currents generated by chargeable minerals (e.g. sulphides) are measured and recorded.
Inferred Mineral Resource	The part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability.
Intrusive	Rocks that while molten, penetrated into or between other rocks, but solidified before reaching the surface.
Joint	A fracture in a rock between the sides of which there is no observable relative movement.
JORC Code	The 2012 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves as published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia
Measured Mineral Resource	\$µ0HDVXUHG0LQHUDO5HVRXUFH¶LVWKDWSDUWRID0LQHUDO5HVRXUFHIRUZKLFK quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Useful Definitions

Metamorphosed	Rocks which are changed by a process of heat and pressure within the earth.
Mineral deposit	A concentration of a mineral that is considered valuable and has been shown to have size and grade that could have the potential to be economically exploited.
Mineral Exploration Licence	A legal permit with defined boundaries that gives the licensee the exclusive right to conduct mineral exploration within its boundaries.
Mineral occurrence	A concentration of a mineral that is considered valuable. Usually defined as a single locality or outcrop of elevated metal concentration
Mineral Reserve	A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.
Mineral Resource	A concentration or occurrence of material of intrinsic economic interest in or on WKH(DUWK¶VFUXVWLQVXFKDIRUPDQGTXDQWLW\WKDWWKHUHDUHUHDVRQDEOHSURVSHFWV for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.
Ore Reserve	The economically mineable part of a Measured or Indicated Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments, which may include feasibility studies, have been carried out, and include consideration of and modification by realistically assumed, mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserves are sub-divided in order of increasing confidence into Probable Ore Reserves and Proved Ore Reserves.
Orebody	A continuous mass of mineralisation estimated to be economically mineable.
Orogenic belt	A zone affected by orogeny (mountain building) due to the collision and uplift of WKH(DUWK¶VWHFWRQLFSODWHV
Oxide Material	Zone of defined material which has been altered through to result in minerals bearing at least one oxygen atom and one other element in its chemical formula. Found near surface this material is usually resulting from exposure to the water table where oxygen is prevalent
Precambrian rocks/sediments	From the period of time from the formation of the Earth (4,500Ma) to about 590Ma.
Pre-feasibility Study	A geological, technical and economic study to determine whether a deposit can be exploited.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$1REPUBLIC OF KAZAKHSTAN Useful Definitions

Probable Ore Reserve	The economically mineable part of an Indicated, and in some cases Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when material is mined. Appropriate assessments, which may include feasibility studies, have been carried out, and include consideration of and modification by realistically assumed, mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could be reasonably justified;
Proved Ore Reserves	The economically mineable part of a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when material is mined. Appropriate assessments, which may include feasibility studies, have been carried out, and include consideration of and modification by realistically assumed, mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could be reasonably justified.
Scoping Study	An early stage review of a project to assess the viability of different options.
Sedimentary	5RFNIRUPHGDWWKHHDUWK¶VVXUIDFHIURPVROLGSDUWLFOHVZKHWKHUPLQHUDORU organic, which have been moved from their position of origin and re-deposited.
Social Impact Assessment	Study that focuses on how to identify, avoid, mitigate and enhance outcomes for communities and is most effective as an iterative process across the life cycle of developments, rather than a one-off activity at the outset of mining.
Strata	Layer of rock.
Stratigraphy	The sequence or layers of rocks
Syncline	A U-shaped fold or structure in stratified rocks, with youngest rocks in the centre.
Synclinoriums	A basin shaped fold system.
Trench	The excavation of a horizontally elongate pit (trench), typically up to 2 m deep and up to 1.5 m wide in order to access fresh or weathered bedrock and take channel samples across a mineralised structure. The trench is normally orientated such that samples taken along the longest wall are perpendicular to the mineralised structure.

Abbreviations

AMSL Above Mean Sea Level
AOI Area of Interest
Alba Alba Mineral Resources plc
AusIMM Australian Institute of Mining and Metallurgy
CGSU Committee of Geology and Subsoil Use of Kazakhstan

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Useful Definitions

CP	Competent Person
CPR	&RPSHWHQW3HUVRQ¶V5HSRUW
DVK	Discovery Ventures Kazakhstan Ltd, junior exploration company
EIA	Environmental Impact Assessment
FGS	Fellow of the Geological Society
GBP	British Pound
GIS	Geographic Information System. A system used to create, manage, manipulate and store all types of spatial data.
GKZ	State Committee on Reserves in Former Soviet Union countries.
ICP-MS	Inductively coupled plasma mass spectrometry
IPO	Initial Public Offering
JORC	Joint Ore Reserves Committee
LSE	London Stock Exchange
EL	Mineral Exploration Licence
FIMMM	Fellow of the Institute of Materials, Minerals and Mining
pXRF	Portable X-Ray Fluorescence analyser
PFS	Pre-Feasibility Study
QAQC	Quality Assurance and Quality Control
SD	Standard Deviation
SIA	Social Impact Assessment
SRK ES	SRK Exploration Services Ltd.
TKS	.D]DNK1DWLRQDO0LQLQJ&RPSDQ\³7DX-.HQ6DPUXN´
USD	United States Dollar
UTM	Universal Transverse Mercator
VHMS	Volcanic-Hosted Massive Sulphide deposit
VMS	Volcanogenic Massive Sulphide deposit.
WGS	World Geodetic System
XRF	X-Ray Fluorescence analysis

SRK EXPLORATION SERVICES LTD 22 SEPTEMBER 2021 MT/CSR xxiii

\$&203(7(173(5621¶65(3257217+(\$66(7S OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Introduction

1 INTRODUCTION

1.2 Background

65.([SORUDWLRQ6HUYLFHV/WG³SRK ES´?LVSDUWRIWKHJOREDO65.&RQVXOWLQJ*URXSWKH³65. *URXS´? SRK ES has been requested by East Star Resources Ltd ³EST´KHUHLQDIWHUDOVRUHIHUUHG WRDVWKH³&OLHQW´?WRprepare a Competent Person Report (³CPR´) on the Mineral Assets of 'LVFRYHU\9HQWXUHV.D]DNKVWDQ/WGµ¶'9.¶¶hereinafter also referred to as WKHµ¶&RPSDQ\¶¶? comprising exploration licences 670-EL (³3Uoject 'DOQ\´? and 774-(/³Project \$SPLQWDV´?located in the Western Balkhash region and 847-EL (³3URMHFW1RYR´?DQG-(/³Project 1RYR´), located in the Rudny Altai Region FROOHFWLYHO\UHIHUUHGWRDVWKH³3URMHFWV´ RU³\$VVHWV´?of the Republic of Kazakhstan ³Kazakhstan´ RU³5.´). Kazakh National Mining Company ³7DX-Ken 6DPUXN´³7.6´?RZQVRZQHURIWKH3URMHFWs while DVK acts as Operator and Funder of the Projects. TKS will transfer licences to Special Purpose Vehicles (³SPV´) owned 80% DVK and 20% TKS (a Joint Venture) not before 12 months after licence award which is expected to be in the period from September 2021 to March 2022.

DVK is a company, established in Kazakhstan and focused in the mineral commodity business, oriented on acquisition of exploration and mining rights over prospective land and deposits.

It should be noted that this report is based on the project related data provided by the Client and obtained by SRK ES from the public sources.

Verification of ownership has not been conducted for the purposes of this report and it is taken in good faith that the client and or vendors have the rights to the ground and licences and are in good standing with respect to their obligations under the relevant Mining Codes.

1.3 Requirement, Structure and Compliance

1.3.1 Requirement

SRK ES have compiled this Competent Persons Report in line with the guidance published by the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the ³-25&&RGH´RU³-25&´?(GLWLRQ

1.3.2 Structure

This CPR is limited to the Projects Dalny, Apmintas, Novo 1 and Novo 2 and associated licences. These Projects are at an early stage of exploration, and as such this CPR has been structured on an asset basis where the technical sections comprise: Geology, Historical Exploration, Exploration, Conclusions and Recommendations.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Introduction

1.3.3 Compliance

In this CPR, the standard adopted for the reporting of the Mineral Resources and Ore Reserve statements is that defined by the terms and definitions given in the JORC Code. The JORC Code is a recognised reporting code and is acceptable to the Standard List of the London Stock Exchange.

This CPR has been prepared under the direction of the Competent Persons, Dr Mikhail Tsypukov, FIMMM(CP) (Membership ID 459707), Principal Geologist, as defined by the JORC Code, who assume overall professional responsibility for the Mineral Resource and Ore Reserve statements as presented herein.

Notwithstanding the above, SRK ES notes the following:

where any information in the CPR has been sourced from a third party, such information has been accurately reproduced and no facts have been omitted which would render the reproduced information inaccurate or misleading;
drafts of the CPR were provided to the Company for the purpose of confirming both the accuracy of factual information and the reasonableness of assumptions relied upon in this CPR; and
this CPR has not undergone regulatory review.

1.4 Base Technical Information, Effective Date, and Publication Date

SRK ES¶RSLQLRQFRQWDLQHGKHUHLQDQGeffective 22 September 2021 is based on information provided to SRK ES by the Company and its partners, or collected by SRK ES throughout the course of its investigations. The information in turn reflects various technical and economic conditions at the time of writing this report. Given the nature of the exploration and mining business, these conditions can change significantly over relatively short periods of time. Consequently, actual results may be significantly more or less favourable.

1.5 Verification and Validation

In respect of the technical information provided, this has been taken in good faith by SRK ES, and other than where expressly stated, this has not all been independently verified. SRK ES has, however, conducted a detailed review and assessment of all material technical issues likely to influence the value of the assets, which has included the following:

Project Dalny (Exploration Licence 670-EL)

site visit to the Project in May 2021;
an examination of historical information available for the Project.

Project Apmintas (Exploration Licence 774-EL)

site visit to the Project in May 2021;
discussion and enquiry with key DVK personnel and TKS; and
an examination of historical information available for the Project.

Project Novo 1 (Exploration Licence 914-EL)

\$&203(7(173(5621¶65(3257217+(\$66(7S OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Introduction

site visit to the Project in May 2021;
discussion and enquiry with key personnel from the DVK; and
an examination of historical information available for the Project.

Project Novo 2 (Exploration Licence 847-EL)

site visit to the Project in May 2021;
discussion and enquiry with key personnel from the DVK; and
an examination of historical information available for the Project.

SRK places reliance on the Company and their respective technical representatives that all technical information, as of 07th May 2021, is accurate. An SRK ES competent person undertook the site visit to verify and validate the understanding, interpretation and data sets presented by the Client for preparing this document on 07 May 2021. SRK ES is not aware of any material developments in the projects as described between this time and the Effective date for this report, as stated in Section 1.5 (22 September 2021)

SRK ES has not performed an independent verification of land title and tenure information as summarised in this report. SRK ES did not verify the legality of any underlying agreement(s) that may exist concerning the permits or other agreement(s) between third parties but has relied on information provided by DVK.

1.6 Limitations, Reliance on SRK ES, Declaration, Consent, and Cautionary Statements

1.6.1 Limitations

SRK ES is responsible for this CPR and declares that SRK ES has taken all reasonable care to ensure that the information contained in this report, is to SRK ES¶NQRZOHGJHKDYLQJPDGHDOO reasonable enquiries, in accordance with the facts and contains no omission likely to affect its import.

SRK ES does not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this CPR or statements contained therein. The Company has confirmed in writing with SRK ES that to their knowledge the information provided by them (when provided) was complete and not incorrect or misleading in any material respect.

SRK has no reason to believe that any material facts have been withheld. Further, the Company have confirmed in writing to SRK that they believe they have provided all material information.

SRK ES understands that the CPR will be reproduced in the main body of a Prospectus relating to the Company and Mineral Assets described below. It is understood that the Prospectus will be prepared by the Company and its appointed advisors for distribution to the existing and prospective shareholders. The CPR has been prepared to fulfil LSE market requirements.

In this report, whilst focussing on the proposed technical Mineral Assets, SRK ES will:

Not provide a discounted cash flow or other form of valuation of the Mineral Assets;

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Introduction

5HO\RQWKH&RPSDQ\¶VUHSRUWLQJDFFRXQWDQWVLQUHVSHFWRIKLVWRULFDOH[SHQGLWXUHVUHYHQXHs and production in respect of the assets; and
5HO\RQWKH&RPSDQ\¶VOHJDODGYLVHUVIRUDOOOHJDOLVVXHVLQUHODWLRQWRWKH&RPSDQ\¶VULJKWV and titles associated with the assets.

1.6.2 Reliance on Information

SRK ES has relied upon the accuracy and completeness of technical, financial, and legal information and data furnished by or through DVK.

DVK has confirmed to SRK ES that, to its knowledge, the information provided by it was complete and not incorrect or misleading in any material respect. SRK ES has no reason to believe that any material facts have been withheld. Whilst SRK ES has exercised all due care in reviewing the supplied information, SRK ES does not accept responsibility for finding any errors or omissions contained therein and disclaims liability for any consequences of such errors or omissions.

SRK ES has not undertaken any accounting, financial, or legal due diligence of the Mineral Assets or the associated company structures. The comments and opinions contained in this report are restricted to technical and economic aspects associated with Danly, Apmintas, Novo-1 and Novo-2 assets. Where aspects of legal issues, marketing, commercial and financing matters, insurance, land titles and usage agreements, and any other agreements and/ or contracts DVK may have entered into are covered in this CPR, SRK ES has relied on information provided by the Company.

This CPR includes technical information, which requires subsequent calculations to derive subtotals, totals, and weighted averages. Such calculations may involve a degree of rounding and consequently introduce an error. Where such errors occur, SRK ES does not consider them to be material.

1.6.3 Technical Reliance

SRK ES is satisfied that, as far as reasonably practical, sufficient checks have been conducted to demonstrate that all technical information provided to SRK ES as at the Effective Date (defined in Section 1.4) is both valid and accurate for the purposes of compiling the CPR.

1.6.4 Legal Reliance

In consideration of the legal aspects relating to TKS assets, SRK ES has placed reliance on the representations of the Company that the following are correct as of the Effective Date (defined in Section 1.4) and remain correct until the Publication Date (defined in Section 1.4):

The Board of Directors of the Company are not aware of any legal proceedings that may have any influence on the rights to explore, develop, and mine the minerals present within and associated with TKS assets.
TKS is the legal owner of all mineral and surface rights of the assets mentioned in this CPR.
No significant legal issue exists which would affect the likely viability of the exploration and production licences as reported herein.

\$&203(7(173(5621¶65(3ORT ON THE ASSETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Introduction

1.6.5 Financial Reliance

DVK has provided SRK ES with their estimates for exploration or other project development expenditure for the next two years. These cover technical and infrastructure expenditures only, and some are based on assumptions or plans that are still under review. SRK ES has not carried out a detailed review of the estimates or quotations from third parties that make up the total figures provided by DVK. The exploration budget is discussed further in Section 0 below.

1.6.6 Declaration

SRK ES is not an insider, associate or an affiliate of DVK or EST, and neither SRK ES nor any affiliate has acted as advisor to DVK, EST, their subsidiaries or affiliates in connection with this project. The results of the technical review by SRK ES are not dependent on any prior agreements concerning the conclusions to be reached, nor are there any undisclosed understandings concerning any future business dealings. SRK ES has been paid a fee for its services in accordance with normal professional consulting practice.

This report may include technical information that requires subsequent calculations to derive subtotals, totals, and weighted averages. Such calculations inherently involve a degree of rounding and consequently introduce a margin of error. Where these occur, SRK ES does not consider them to be material.

1.6.7 Consent

Neither the whole nor any part of this report nor any reference thereto may be included in any other document without the prior written consent of SRK ES as to the form and context in which it appears.

1.6.8 Copyright

Copyright of all text and other matter in this document, including the manner of presentation, is the exclusive property of SRK ES. It is an offence to publish this document or any part of the document under a different cover, or to reproduce and/or use, without written consent, any technical procedure and/or technique contained in this document. The intellectual property reflected in the contents resides with SRK ES and shall not be used for any activity that does not involve SRK ES, without the written consent of SRK ES.

1.7 Qualifications of Consultants and Competent Persons

SRK ES is part of the international group holding company SRK Consulting (Global) Limited, which includes over 1,400 professional personnel in 45 offices in 20 countries on 6 continents providing expertise in a wide range of exploration, mining and engineering disciplines.

SRK personnel include specialists in the fields of exploration, geology, mineral resource estimation and classification, open-pit and underground mining, geotechnical engineering, metallurgical processing, hydrogeology and hydrology, tailings management, infrastructure, environmental management and mining economics.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Introduction

SRK has a demonstrated track record in undertaking independent assessments of mineral UHVRXUFHVDQGRUHUHVHUYHVSURMHFWHYDOXDWLRQVDQGDXGLWVFRPSHWHQWSHUVRQ¶VUHSRUWVDQG independent feasibility evaluations on behalf of exploration and mining companies and financial institutions world-wide.

65.¶VLQGHSHQGHQFHLVHQVXUHGE\WKHIDFWWKDWLWKROGVQRHTXLW\LQDQ\SURMHFWDQGWKDWLWV ownership rests solely with its personnel.

SRK ES specialises in exploration for all metal and industrial mineral commodities, elevating projects from the earliest stage of exploration through to resource drilling. We have the team and the technical expertise to deliver tailored field and consultancy services for exploration projects worldwide, and are committed to being the partner of choice by adding value to projects, delivering high quality services and maintaining an innovative exploration approach.

Further details can be found at: www.srk.com

The SRK ES personnel involved with this project have extensive experience in the exploration and mining industry and are members in good standing of appropriate professional institutions.

The compilation of this technical report was completed by Mikhail Tsypukov, PhD (FIMMM, membership number 459707), with additional contributions provided by Gregory Kisluchenko and Christopher Lambert, and under the supervision of James Gilbertson, CGeol (Geological Society, London, 1013644). By virtue of his education, membership to a recognised professional association and relevant work experience, Mikhail Tsypukov is an independent Competent Person as this term is defined by The JORC Code (2012). The site visits to the Danly, Apmintas, Novo-1 and Novo-2 Projects were undertaken by Dr Mikhail Tsypukov. The report has been peer reviewed by Colin Rawbone, MAusIMM(CP) (membership number 313771).

2 RELEVANT MINERAL LAW OF THE REPUBLIC OF KAZAKHSTAN

2.1 Mineral Rights

According to the Constitution of the Republic of Kazakhstan (1995, as amended), natural resources, including minerals, belong to the state. Rights to use solid minerals are referred to as ³VXEVRLOXVHULJKWV´DQGDUHJUDQWHGLQWKHIRUPRIH[SORUDWLRQDQGH[SORLWDWLRQOLFHQFHVXQGHUWKH Subsoil and Subsoil Use Code (the "Subsoil Code"). This Code was adopted in December 2017 and came into effect June 2018. It requires that minerals use is undertaken in compliance with tax, HQYLURQPHQWDODQGLQGXVWULDOVDIHW\OHJLVODWLRQ,QWKHKLVWRU\RI.D]DNKVWDQ¶VLQGHSHQGHQFHWKH legal regime for subsoil use has changed several times. The previous legislation, the Law on Subsoil and Subsoil Use, was in effect between 1999 and 2018 and the adoption of the new Subsoil Code made the following key changes:

Transition to a Licencing System from central Government Contracts (except for uranium).
,QWURGXFWLRQRIOLFHQFHVJUDQWHGRQD³)LUVWFRPHILUVWserve´EDVLVDQGUHIXVDORIDQDSSOLFDWLRQ must be in writing with reasons and may be legally challenged.
Licence holders do not need to be Kazakh entities or individuals.
Open access to geological information and the available licences for the current licenced areas in Kazakhstan.
The permitting process is significantly faster, decreasing from an average of 1.5 to 2 years to 10 days (for an exploration licence) and 40 days (for a mining licence).

³)LUVWFRPHILUVWVHUYH´principle applies only to areas that are allocated by the Committee of *HRORJ\DQG6XEVRLO8VHRI.D]DNKVWDQ³&*68´?\$FFRUGLQJto the CGSU pilot internet project available at: https://gis.geology.gov.kz/geo/T, about 20-25% of the country is available for licencing. However, it is possible to make an application to CGSU to include the area of interest into territory allowed for licensing.

Transfer rights are provided in Articles 40 to 48 of the code and allow the licence holder to grant security over licences in most circumstances. The Code provides for open access to geological information related to subsoil use, except for geological data that is declared confidential or secret. Geological information includes historical geological reports, data collected from geological exploration, and technical reports on the evaluation of resources and reserves. Geological information is stored, processed, and provided by the Republican Centre of Geological Information "Kazgeoinform" LLP. Geological information is provided based on an application from an interested entity. If a potential investor is interested in a site, they must apply to the Ministry of Industry and Infrastructure Development. Available licenced areas can be found through a freely accessible interactive map hosted by the Committee for Geology. By mid-2021 it is expected that the National Data Bank will be operational. This is a comprehensive online data system which will allow online access to over 57,000 historical documents and maps.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Relevant Mineral Law of the Republic of Kazakhstan

Figure 2-1: Areas allowed for licencing in Kazakhstan (purple)

Responsible mining is covered in Articles 52 to 58 and compliance and enforcement are covered in Articles 66 to 68. More information on required environmental approvals and financial provisions for mine closure is presented in Chapter 2.2. The Subsoil Code also includes provisions that promote local employment and procurement (Article 28) and investment in local training and research. Articles 212 and 213 provide further specifications relevant to training, research, and local procurement. Mining licences generally contain conditions that elaborate on the above-mentioned environmental and social obligations. These include general statements about the need to meet legislative norms and specifications pertaining to:

Annual payments for the social and economic development of the region (amount varies).
Annual investments in training and research (1% of production expenses or more).

Financial assurance for mine closure. The Subsoil Code has extended provisions relating to the ability of production licence holders to effectively suspend operations for economic reasons without losing the licence in question are relatively new and will be appreciated by those active in the industry (see Articles 222 to 230). In case of violation of the mining licence, a competent authority formally notifies the subsoil user to fix identified violations and/or non-compliances to the terms of the mining contract within a prescribed period. The competent authority has the right to unilaterally terminate the contract if two violations or non-compliances remain uncured in a timely manner. Since January 2012, non-tariff regulation of precious metals in Kazakhstan has restricted gold exports from Kazakhstan. This regulation gives a priority right of the state to purchase gold bullion designated for export at market prices. In addition, an export licence is required to export gold and raw materials containing gold, including copper concentrates, anywhere except the Eurasian Economic Union. This restriction was introduced in order to increase the gold reserves of the

Sources: https://gis.geology.gov.kz/geo/T Notes: Location of TKS Projects under consideration ± red dots

National Bank of the Republic of Kazakhstan ("NBK"). It had the secondary intention of encouraging the utilisation of domestic refining capacity. In Kazakhstan, companies who are permitted to export copper concentrates containing gold are required to repatriate gold doré for refining in Kazakhstan. For example, Polymetal export copper concentrate from Varvarinskoye for smelting in Russia, along with other concentrates, and a portion of the gold recovered is transported to refineries in Kazakhstan.

2.1.1 Types of Subsoil Use Licences

There are three main group of commodities that have specific licencing regime and rights and limitations: oil and gas, uranium, metals and industrial commodities (MIC). Below is a summary on the MIC licencing as most relevant to DVK.

There three main types of subsoil use licence related to MIC ± geological study (GIN), exploration (EL) and mining (ML).

Licence for Geological Study

GIN licence is issued to private individuals for 3 years period and requires a single licence fee to the State by receiving of the GIN licence. GIN budget is not regulated by the Government and at the discretion of the licence holder.
Programme for GIN is prepared by the licence holder and requires approval of the ecological department approval followed by the Government Subsoil Committee approval.
Ownership of GIN licence does not give the licence holder an exclusive right on the Area of Interest (AOI), which means that other types of licences can be issued for the AOI or part of it.
Drilling is allowed only for geophysical study and water exploration. If water resources are found and approved by the Government Commission of Mineral Reserves (GKZ), then a water use permission can be granted to the applicant in accordance with Water Code of the Republic of Kazakhstan.
Any exploration trenching, pitting, stripping or mining are not allowed. Any constructions in the AOI are not allowed except temporary construction facilities (TCF).
Regular reports and all data obtained by the GIN licence holder during the study shall be transferred to the Government and will be secured for 5 years after which it will become available for public use.
GIN licences cannot be issued on the land which is covered by other subsoil use licence without permission of the existing licence holder, except airborne geophysical studies.
GIN licences cannot be transferred to a third party.

Exploration Licence

Successful applicants shall be in compliance with qualification requirements of Subsoil Use Code of the Republic of Kazakhstan.
Exploration licence contours are defined by blocks, similar to the Australian licencing system. Maximal size of EL should not exceed 200 blocks.

EL is granted for an initial period of six years (with a further five years extension subject to reduction of the licence area by 40%). Minimum annual expenditure is required and calculated WKURXJKD³PRQWKO\FDOFXODWLRQLQGH[´ (MRP)
Exploration programme is prepared by the licence holder and requires approval of the ecological department followed by the Government Subsoil Committee approval.
Hydrogeological study during exploration is mandatory. Mineral resource estimate should be accompanied by hydrogeological parameters including chemistry of groundwater.
Mining and stripping work for the pilot production is allowed only if relevant mineralization has been identified.
The subsoil user does not have the right to erect capital structures at the licence area, as well as move a waste disposal.
The extraction of rock mass and (or) the movement of soil in an amount exceeding one thousand cubic meters requires permission of the Subsoil Committee.
Mineralisation, as well as extracted rocks during the exploration are the property of the subsoil user.
Regular annual reports and all data obtained by EL holder during the exploration shall be transferred to the Government and will be secured for 5 years after which it will become available for public use.
EL cannot be transferred to the third party during the first year of exploration.
Government financial requirements for EL include a one-time subscription bonus equal to 100 MRP, payment for land use shown in Table 2-1 and minimal exploration expense shown in Table 2-2.

Period (years)	Payment rate (MRP)	Payment USD for 200 blocks EL*
1-3	15	3,000
4-5	23	4,600
6-7	32	6,400
>7	60	12,000
ML per 1km2	450

Table 2-1: Payment for EL and ML land use (MRP)

Notes: USD expenditures are calculated for 200 blocks EL, for 2021 (MRP=6.9USD)

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Relevant Mineral Law of the Republic of Kazakhstan

Years	1 block	2-5 blocks		6-10 blocks >10 blocks, per each additional block	Total annual payment for 200 blocks ES, USD*
1-3	1,200	1,800	2,300	120	173,190
4-6	1,200	2,300	3,500	180	260,130
7-8	1,800	3,500	5,800	230	341,550
9-10	2,300	5,800	8,000	350	514,050
>10	3,500	8,000	11,500	460	682,410

Table 2-2: Requirements for annual EL expenditures (in MRP)

Notes: USD expenditures are calculated for 200 blocks EL, for 2021 (MRP=6.9USD).

Mining Licence

Mining licence (ML) is granted on a basis ³ILUVWFRPH± first serve´RUXQGHUWKHH[FOXVLYHULJKW after completion of exploration. Successful applicants shall be in compliance with qualification requirements of Subsoil Use Code of the Republic of Kazakhstan.
Mining licence is granted for an initial term of 25 years but is extendable for multiple similar periods and can be temporarily mothballed for a period of 5+5 years.
ML allows to mine any type of commodity. Government requirements for annual land use fee and minimal operation expenditures are presented in Table 2-1 and Table 2-3.
A number of annual reports are required from the licence holder.

Table 2-3: Requirements for minimal annual operation expenditures on mining licence (in MRP)

Years	5ha	5-8ha	>8ha, per each addition ha
Annually	1,600	2,300	2,300
Native metals, ferrous and non-ferrous metals
Annually	6,940	13,740	720

2.2 Responsible Mining, Environmental Approvals and Closure

2.2.1 EIA Approvals and Environmental Permits

Compliance with environmental legislation is required from the earliest stages of planning a mining project, including project conceptualisation and design (Article 52 of the Subsoil Code). An environmental impact assessment (EIA) approval is a prerequisite to financing and implementing a SURMHFW\$UWLFOHRIWKH(QYLURQPHQWDO&RGH?7KH(,\$SURFHVVLVUHIHUUHGWRDVDQ³2926´ SURFHVVDQGWKHDSSURYDOWDNHVWKHIRUPRIDUHFRUGRIGHFLVLRQUHIHUUHGWRDVD³SRVLWLYH conclusion of the state environmental e[SHUWLVH´7KHGHFLVLRQLVWDNHQE\UHOHYDQWQDWLRQDODQG local government officials based on review of the technical design and the corresponding report documenting the EIA undertaken concurrently with the design process. The decision must also take account public concerns raised in the EIA process.

A positive EIA approval decision is a prerequisite to granting of environmental permits. Several environmental permits must be obtained before a mine becomes operational. These include

permits for environmental emissions (effluent discharges, air emissions and waste disposal), abstraction of water and disturbance to forestry or other designated natural resources. In addition to environmental permits, mining and other industrial operations are required to have environmental monitoring programmes and environmental action plans. Failure to comply with the above-mentioned requirements entails potential fines and could in some serious cases result in a complete shutdown of operations. The primary law governing environmental management is the Environmental Code (2007, as amended) sets out the process for environmental permitting, including in the need for and process of EIA. The procedure for conducting and reviewing an EIA is provided by the Ministry of Environment undHU2UGHUʋ-ɩLVVXHG-XQHDQGDPHQGHG June 2016. Since Kazakhstan became independent in 1991 it has worked with international agencies to align legislation with recognised good practice and to observe obligations in international legal instruments that it has signed. Legal reforms were given additional impetus by the Kazakhstan 2050 Strategy, announced by the President in 2012, which aims to make the country one of the top 30 most developed countries by 2050. The Environmental Code has been amended numerous times since 2007, when it was enacted. It is now a vast legal instrument comprising 47 Chapters and 326 Articles. It has been compiled with input from many international advisors and considering legislation of OECD countries. Kazakhstan is continuing to revise its (QYLURQPHQWDO&RGHWRIDFLOLWDWHWKHFRXQWU\¶VWUDQVLWLRQWRDJUHHQHFRQRP\&RPPLWPHQWWRWKLV WUDQVLWLRQLVH[SUHVVHGLQWKH&RXQWU\¶V*UHHQ(FRQRP\&RQFHSW3ROLF\7KHFKDQJHVLQ environmental legislation have a direct impact on the mining sector. The evolving legislation promotes better integration of environmental management into the mining operations. The current and proposed changes will bring Kazakhstan operations more in line with good international practices. New legal requirements in legislation expected to come into force during 2021 will require operators to:

Reduce their greenhouse gas emissions.
Implement automated environmental monitoring.
Introduce Best Available Technologies (BAT) to minimize the RSHUDWLRQ¶VHQYLURQPHQWDO footprint.
Collect and treat stormwater.

From 2025, the pollution payments (emission fees) will double and then they will continue to increase (the rate will double again) every three years. Companies that introduce BAT will be granted a complex environmental permit and eventually become exempt from pollution payments for 10 years.

Environmental criminal offences related to environmental protection, use of natural resources are reflected in Section 13 of the Criminal Code (Law No 226-V, 3 July 2014, as amended). Administrative violations related to environmental protection and the use of natural resources are listed in Section 21 of the Administrative Violations Code (Law No 235-V, 5 July 2014, as amended) and include fines, administrative charges and other penalties an enterprise may be liable for in case of non-compliance or violations of local in case of non-compliance or violations of local environmental requirements.

Financial compensation for environmental damage during the exploration. The Subsoil Code dictates exploration companies provide sufficient insurance to allow financial compensation for any possible damage during the exploration programme by means of an insurance contract, a bank deposit or a guarantee from reputable financial institution or company (Articles 58). In case of

failure by the licence owner to fulfill its obligations to eliminate the consequences of subsoil use the payment of the insured amount will be paid in favor of the Republic of Kazakhstan, which will be responsible for elimination of the damage. The insurance coverage is calculated based on the size of the licence area. The insurance contract is concluded for 8 years for a new licence, commencing at the time of obtaining the license. For the active licences the term of the insurance contract should cover at least the remining licence term plus two years.

2.2.2 Mine Closure (Liquidation) Requirements

The Subsoil Code requires the applicant for an exploitation licence to:

Provide a mine closure plan as part of application for mining licence.
Include a cost estimate in the mine closure plan to cover decommissioning of the mine and associated processing and waste facilities and rehabilitation of disturbed areas.
Provide financial assurance for full cost of mine closure, by means of a bank deposit, a corporate guarantee or insurance (the insurance relations are governed by the civil legislation of the Republic of Kazakhstan).
Periodically review and update the closure cost estimate.

Prior to the adoption of this legislation, reclamation activities could be included in either a closure plan or an environmental action plan linked to environmental permitting. A liquidation fund had to be established by each mine, with contributions made by the mine operator. The required contributions were not always based on a closure cost estimate. Generally, they were expressed as a small percentage of an annual operating budget (generally ranging from 0.1% to 1% of OPEX) and would not actually cover the full costs of closure.

The mine operator can use the liquidation funds for its closure activities with the permission of the competent authority at the end of the mine life and once the final closure plan is approved by the regulators. If there is progressive remediation of the site during operations, the expense is deducted from the liquidation fund when the closure cost estimate is updated (every three years). If the actual closure cost exceeds the value of the fund, the mining operator must cover the remaining costs.

Under the new Subsoil Code, all infrastructure associated with a mining operation will have to be included in the closure cost and the cost estimate must be updated every three years. Mine closure is carried out in accordance with the closure project which is developed two years prior to the expiration of the exploitation licence based on the latest closure plan. According to the subsoil legislation, the operator is obliged to start its closure no later than eight months from the date of exploitation licence termination.

2.2.3 Health and Safety Provisions

All mining operation facilities are classified as hazardous industrial objects. According to Article 53 of the Subsoil Code, it is obligatory to meet the rules and regulations for the safe work conduct and take measures that prevent and eliminate accidents. To this end, emergency response and preparedness plans are mandatory for all mining operations.

The Industrial Safety Committee also approves the following permits pertinent to the extractive industry:

Explosives handling
Blasting works
Industrial safety declaration

2.3 Fiscal Regime

Mining activities are generally governed by unique laws, regulations, and fiscal terms, specific to the sector. In Kazakhstan, the main taxes faced by mining companies (subsoil users) include:

Corporate Income Tax (CIT): This is a common tax payable by all legal entities in Kazakhstan and branches of foreign legal entities. CIT is applied to taxable income at a rate of 20%, though some mining companies have negotiated a reduction for certain projects.
According to tKH&RQVWLWXWLRQDO/DZRIWKH5HSXEOLFRI.D]DNKVWDQ³2QWKH\$VWDQD,QWHUQDWLRQDO )LQDQFLDO&HQWUH´DGRSWHGRQ'HFHPEHUXQWLO-DQXDU\OHJDOHQWLWLHVDUH exempt from CIT on income received as a result of sale of securities (both equity and debt) or dividends / accrued interest, provided the securities are listed, on the Astana International Exchange (AIX) on the date of sale, or the date when the dividends/accrued interest are paid.
Mineral Extraction Tax (MET): This tax is payable for the extracted volumes of all minerals including crude oil, gas condensate, natural gas, metals and other minerals and ground water. It is due for payment once the ore is extracted and deducted from the annually reported 'state reserve'. The tax rates are calculated based on the value of the extracted metal or mineral content using credible official sources of global price publications. The MET for minerals and coal ranges between 0% and 18.5% depending on the type of mineral. The MET replaced the royalty that applied to subsoil users under the previous tax code (Table 4-1). The current MET for gold is 5% of the value of the gold in the mill feed. For copper, the MET is 5.7%. These numbers are in line with other mining jurisdictions and, when considered in conjunction with the competitive operating costs in Kazakhstan, are unlikely to be a deterrent to investment.
Excess Profit Tax (EPT): This was abolished for mining companies as of 1st January 2018. The EPT was enforced when a company's after-tax net income exceeded 25% of the costs claimed under CIT. The removal of this tax is a clear message that the government is prepared to incentivise investment.
Rents: This represents the fee for use of land plots where exploration and mining activities are taking place. The rent payments are payable on a quarterly basis. For exploration licences, the rates vary and increase according to the size of the licences, whilst for production licences this is a flat annual fee.
Liquidation Funds: these are obtained from the procurement of a subsoil use contract and are not income nor deductions.

Mineral	Rate
Gold, silver, platinum & palladium	5.0%
Copper	5.7%
Nickel	6.0%
Tin	3.0%
Zinc	7.0%
Lead	8.0%

Table 2-4: Mineral Extraction Tax (applied to quantity of extracted ore volumes mined)

The MET rates have remained constant since 2009, except for tin which was reduced in the 2018 tax changes from 6% to 3%, with the aim of developing deposits and eventual production of the commodity. There are concerns over how the MET is calculated when compared to other mining nations.

Currently, the MET is based on the quantity of extracted ore volumes, rather than quantity of the useful metallic content of the ore. There is a concern that mining companies are being taxed excessively due to absence of differentiating between the metal content and waste content.

Although the cost of mining in Kazakhstan is generally favourable, allowing lower grade deposits to be economically extracted, the MET for these deposits is high compared to other mining jurisdictions. The cost of mining may vary from mine to mine, however, the current minimum wage in Kazakhstan is KZT 42,500 per month and the average wage is between KZT 150,000 ± 200,000 per month.

\$&203(7(173(5621¶65(325721 THE ASSETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Discovery Ventures Kazakhstan

3 DISCOVERY VENTURES KAZAKHSTAN

3.1 Company Description

DVK and the national mining company, Tau-Ken Samruk (TKS), formed a joint venture which initially covers 4 mineral exploration licenses totalling more than 1,400 km2, across two mineral districts, the Chu-Ili Belt with its endowment of intrusion-related gold deposits and the Rudny Altai Belt with world-class massive sulphide deposits. In the joint venture DVK holds 80% and TKS 20%. DVK is solely responsible for the first US\$6.8 m in expenditure across all licenses, after which the partners contribute or dilute.

3.2 Members of the Board

According to Astana Financial Service Authority ³\$)6\$´?Discovery Ventures Kazakhstan Ltd is a private company registered in Astana International Financial Centre ³\$,)&´?at 06.12.2019, business Identification Number 191240900063, registration address - 55/22, Mangilik Yel, Block C4.3, office 140, Nur-Sultan, Kazakhstan. The Company has one director ± Alexander Casey Walker.

3.3 Company Strategy

7KH&RPSDQ\¶VVWUDWHJ\LVEXLOWRQWKUHHPDLQSLOODUV

Identify highly prospective exploration ground and brownfields projects by its technical team in known mineral districts with demonstrated historical exploration success and limited application of modern exploration techniques.
Develop proven and out-of-the-box concepts for potential mineral targets and efficiently conduct exploration by application of state-of-the-art methods and equipment.
Partner with existing companies via joint venture or farm-in agreements.

DVK takes a broad approach to its targeted commodities throughout precious, industrial and battery metals but is principally focused on copper and gold.

3.4 Mineral Tenements and Land Tenure Status

Originally the Project areas were selected and outlined by DVK as most prospective land, based on an in-house desktop study and analysis. The Projects are located within the territories available for OLFHQFLQJRQ³ILVW-FRPHILUVWVHUYH´EDVLV DQGXVLQJ.D]DNK1DWLRQDO0LQLQJ&RPSDQ\³7DX-Ken 6DPUXN´³7.6´?µSULRULW\ULJKW¶ZKLFKZDVDYDLODEOHSULRUWR-XQH. DVK approached TKS to assist with licencing and support with further project development. Therefore, to date, TKS is 100% owner of the Projects while DVK acts as Operator and Funder. TKS will transfer licences to two

Special Purpose Vehicles ³639´?, each owned 80% DVK and 20% TKS (the Joint Venture), not before 12 months after the licence award. Information on mineral tenements is presented in Table 3-1 below. All licences are valid for a period of 6 years starting from the issue date.

		Blocks		Minimal annual exploration expenses
Licence	Issue date		Area	1-3 year		4-6 year		Total for 6 years
			km2	MRP	USD	MRP	USD	MRP	USD
670-EL	27-Jun-20	196	480	24,620	169,878	36,980	255,162	184,800	1,275,120
774-EL	26-Aug-20	110	259	14,300	98,670	21,500	148,350	107,400	741,060
847-EL	07-Oct-20	148	325	18,860	130,134	28,340	195,546	141,600	977,040
914-EL	03-Nov-20	159	368	20,180	139,242	30,320	209,208	151,500	1,045,350

Table 3-1: Information on DVK Mineral Tenements

Notes: USD expenditures are calculated for MRP=6.9USD.

3.5 Exploration Budget

DVK has provided SRK ES with an exploration budget for the four licences discussed in this report. The budget spans a 24-month period, between August 2021 and July 2023. The budget outlines exploration expenditures, corporate overheads, staffing costs, and amounts related to licencing and permitting. SRK has summarised these expenditures in Table 3-2.

Table 3-2: An exploration budget for the four DVK licences for the period, between August 2021 and July 2023

Task	670-EL (Dalny)	774-EL (Apmintas)	847-EL (Novo 2)	914-EL (Novo 1)
Licence, Rental Permits, Environmental Bond	53,879	30,239	40,684	43,708
Staff	82,771	82,771	82,771	82,771
Non-invasive technical studies	119,636	66,704	381,466	358,534
Invasive technical studies	640,695	148,420	30,000	30,000
Support Studies	24,219	24,219	24,219	24,219
DVK Management	160,600	160,600	160,600	160,600
TOTAL USD	1,081,800	512,954	719,740	699,832
Required minimum spend (2 years)	330,356	191,880	253,068	270,780
Difference	751,444	321,074	466,672	429,052

4 EXPLORATION LICENCE 774-EL DESCRIPTION AND LOCATION

4.1 Introduction

Licence 774-EL is located in Western Balkhash region, northwest of Lake Balkhash, within topographic sheet L-42-XVII and in lesser extent L-42-XI (scale 1:200,000).

4.2 Accessibility, Local Resources, Climate and Physiography

4.2.1 Accessibility

Licence 774-EL is located in the northern part of the Betpak-Dala desert, in the southern part of the Zhanaarkinsky district of the Karaganda oblast (region). The regional and district centres are Karaganda city and Zhanaarka village (also called Atasau before February 2020) located 390 km and 320 km northeast of the Licence, respectively. An abandoned airfield Kuzh Kugan is located 50 km south-southeast from the Licence. Sary Arkɚ International Airport (Karaganda) is located 400 km northeast. Nearest railway station is Karazhal, located 150 km north from the licence which is connected with Karaganda-Zharyk-Zhezkazgan railway via a single-track railway. Close to the licence area there are many dirt roads suitable for 4WD vehicles in the dry season.

4.2.2 Local Resources and Infrastructure

There is poor infrastructure and a lack of labour resources available in vicinity of the Licence. The nearest settlements are Shalginsky and Karazhal, located 70 km and 150 km to the north, respectively. According to the Committee of Statistics of RK, total of 8,092 people lived in Karazhal in 2019, in Shalginsky village - 200 people. There are two major employers in Karazhal, the Karazhal barite processing plant (since 2015) and Western Karazhal iron mine. There is no central heating and water supply in the villages.

4.2.3 Climate

The climate in the northern part of the Betpak-Dala desert is continental. Summer is hot and dry, with an average of +28°C and reaching a maximum temperature in June and July of +43°C. The coldest months are January and February, with an average temperature of -15°C, reaching a minimum temperature of -39°C. The average annual precipitation is 115.5 mm. The highest amount of precipitation (up to 70%) falls in winter months and about 30% in the spring. Snow cover appears in Mid-November and lasts until the end of February, not exceeding 15 cm. Strong permanent winds, mainly from the southwest, are typical, often turning into sandstorms. The average speed of wind varies from 2.6 to 5.8 m/s, the maximum speed is 24 m/s.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(PUBLIC OF KAZAKHSTAN Exploration Licence 774-EL Description and Location

Figure 4-1: Location of Licence 774-EL, Western Balkhash Region, Kazakhstan

Notes: EPSG projection of all maps in this report WGS 84 UTM zone 43N (where appropriate)

4.2.4 Physiography

The relief in the area is a hillocky plain, a combination of smooth hills and low ridges with relative elevation of 20-40 m on average, and up to 70-100 m on the highs. The absolute elevation of individual hills ranges from 505 to 581 m with Eshkilitau (581 m) and Uzuntas (525 m) forming the dominant hills. There is little bedrock exposure in the area with either thin weathered crust or loose regolith forming the dominant rock cover. There are no permanent rivers or streams within the licence area. Small brine lakes collect after rain fall that are from 28.2 to 98g/l salt content and not suitable for drinking. Springs and wells are extremely rare and are located only on the paths of livestock driving. Spring discharge rate is low, and water is often brackish (mineralisation from 0.6 to 23g/l). The flora is scarce, represented by typical desert species: salt gross and wormwood, which cover the area with an almost continuous cover. The fauna consists of lizards, monitor lizards and snakes. Poisonous insects include scorpions, camel spider, karakurt. Birds include eagles, mountain ducks, owls, kites, hawks, and magpies. Antelopes and saigas are rare and predators include wolves, foxes, rodents, gophers, vole mice, moles.

There are no nature protection zones, reserve or national parks in vicinity of the Licence.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&2VERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Exploration Licence 774-EL Description and Location

4.3 SRK ES Site Visit

Dr Mikhail Tsypukov, FIMMM, visited the site on May 3rd 2021 accompanied by DVK team that LQFOXGLQJJHRORJLVW\$]DPDW%L]KDQRYWKH³7HDP´

Figure 4-2: SRK ES tracks and waypoints during 774-EL site visit, Western Balkhash Region, Kazakhstan

During the visit the Teams visited most of the main known occurrences and reviewed geology, evidence of historical exploration and site conditions. The area was assessed from the Shaginsky village, which is in very poor condition - mostly destroyed and abandoned.

Accessibility of different parts of the licence area and known occurrences is moderate to good due to plain relief of Betpak Dala desert and presence of permanent dirt roads that are currently used by Altynsai miners. There is a system of deep ephemeral streams and takyrs within the site than can hardly be crossed by vehicle and require a detour.

SRK ES confirms, that location, geology, style of mineralisation, as well as historical exploration activities as described in this report are precise and correct. Mineralised quartz veins and veining zones were observed in all visited occurrences.

Mineralized quartz veins in Eshkilitau I, II and III, Southern Shabdar are accompanied by argillic DOWHUDWLRQPDNLQJDQRUWKZHVWVWULNLQJWUHQG³(VKNLOLWDXPLQHUDOLVHGWUHQG´?\$W1RYRHVLWHargillic alteration is most intense, covering an area more than 200 m in width and 700 m in length, which possibly indicate the presence of shallow intrusions.

There is a chance that similar style mineralization can be found along this trend between the known occurrences and around Novoe site.

SRK is of the opinion that mineralised zones are controlled by structures, folds and intrusions that should be mapped and defined and used in follow-up exploration to investigate areas with thick weathered crust and overburden.

All main historical prospects within the area, that were visited by SRK ES, including Uzuntas, Eshkilitau I, II and III, Southern Shabdar, and Novoe are subjected to recent artisanal exploration and mining with heavy machinery (excavators and dozers) and by manual labour.

Artisanal miners tested an Eshkilitau mineralised trend by trenches and pits to identify and trace the mineralisation. The miners also tested known Au prospects within this trend and are mining gold bearing material from pits or trenches, depending on shape of mineralisation. Most of the mining is performed from the richest sites which correspond to historically known occurrences shown on the maps.

The mining pits/trenches vary in size from 10x20 m to 20x40 m and 10-20x350 m and are 5-10 m deep.

Most significant current mining is observed at Eshkilitau-III, Uzuntas and Novoe occurrences. In Novoe, a team of 3 artisanal miners were mining an ore shoot by narrow shaft at the time of SRK ES visit. In Eshkilitau-III there is no currently active mining camp. Both in Eshkilitau-III and Uzuntas, piles of mineralized material ready for transportation were observed.

SRK ES visited the camp of the Altynsai gold deposit, which was mined out in 1980s, and found the camp in operating condition, with 2 neat buildings (possibly processing facilities), clean surroundings, small living carriages, a few cars and workers walking between the buildings.

There is no active licence for Altynsai deposit area (see Chapter 9.1), however the plant continues to operate as showed SRK ES site visit.

A critical issue that should be considered by DVK is responsibility of the licence holder for land rehabilitating and environmental damage. SRK ES advises DVK to perform a drone photo/topographic survey over the mining sites within the Licence, to record the state of the land. This information should be addressed to the mining and environmental protection authorities as well as local Akimat to prove that this mining activity is not a responsibility of the licence holder.

Figure 4-3: A view from the traverse road to Eshkilitau I site (recent excavations are visible close to horizon line) (left image) and a typical plain relief of Betpak Dala desert

Notes: On a right image, a clearly visible prominent ledge in relief which rises over the lowlands on 50-70m and corresponds to Ergenektin oblique slip-fault

Figure 4-4: Current mining activity and conditions on Eshkilitau-III site

Notes: There were no artisanal miners at Eshkilitau-,,,PLQHU¶VFDPSE\WKHWLPHRIYLVLW65.(6LVRIRSLQLRQWKDWPLQLQg at deep locations was performed with frozen ground conditions.

Figure 4-5: Current mining activity and conditions at Uzuntas site

Notes: At Uzuntas site upper 3-6 m of the quartz vein over a length of 350m was mined out by artisanal miners; at lower row of images ± a pile of selected quartz blocks and bags filled with weathered mineralised material ready for transportation

Figure 4-6: Southern Shabdar site on ESRI satellite image

Notes: The site was prospected by series of trenching and drilling profiles; red dots - drill hole collars that have exist at present (Figure 4-7)

Figure 4-7: Current conditions at Shabdar site

Notes: There are no evidence of recent artisanal mining activity on site

Figure 4-8: Current mining activity and conditions at Novoe site

Notes: Novoe site has subjected to most severe mining over an area exceeding 200x300m in size, from 3-5m to >10m in depth; people on the image ± artisanal miners, bringing weathered mineralised material from a small shaft to the surface.

5 EXPLORATION LICENCE 670-EL DESCRIPTION AND LOCATION

5.1 Introduction

Licence 670-EL is located in Western Balkhash region, southwest of Balkhash lake, within topographic sheet L-43-XXXII and in lesser extent ± L-43-XXVI (scale 1:200,000).

5.2 Accessibility, Local Resources, Climate and Physiography

5.2.1 Accessibility

Licence 670-EL is in the in the western part of Zhambyl Oblast (region) in Moyinkum district. The regional and district centres are Taraz city and the Moyinkum village, located 245 km and 50 km southwest of the Licence area, respectively. Taraz¶International Airport Aulie-Ata is the nearest airport to the Licence, located 255 km southwest. The Kiyakhty and Khantau railway stations of Moiynty-Chu railway are located 30 km and 40 km east from the Licence, respectively. In the vicinity of the Licence there is dirt road network, which is quite suitable for the vehicles, with the exception of springtime.

5.2.2 Local Resources and Infrastructure

Approximately 50 km west and southwest of the Licence are villages Khantau, Mirny, Moyinkum, and Birlik. According to the Committee of Statistics of RK, a total of 8,607 people live in the Moyinkum village (2019). According to 2009 census, a total of 3,157 people live in the Birlik, 978 in Hantau, and 841 in Mirny. The locals are mainly engaged in livestock farming, and less with agriculture. In Mirny there are two small factories TOO Kazgranit and TOO Orgstroy specialising in production of paving stone and granite blocks respectively. In Khantau village, ACIG JSC built a cement plant that uses limestone from Khantau limestone deposit, but in 2019 the plant stopped its activity. There is no central heating and water supply in the Khantau village.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/IC OF KAZAKHSTAN Exploration Licence 670-EL Description and Location

Figure 5-1: Location of Licence 670-EL, Western Balkhash Region, Kazakhstan

5.2.3 Climate

The climate in the licence area is harsh continental with a hot, dry summer and short winter. The hottest and driest months are June, July, and August, with absolute maximum temperature of +37to +43°C. The coldest months are January and February, with absolute minimum temperature of -31.8°C. The average monthly temperature in summer is +23.0 to +24.9° C, in winter -7.6 to - 12.6°C. The temperature in winter is uneven. Sharp daily fluctuations are from +10.1°C down to - 28.2°C. Frost starts in October and continue until April. Annual atmospheric precipitation is 150-200 mm varying significantly from month to month. The highest amount of precipitation falls December to February (50%). In the summer months, the least amount of precipitation is 2.2 to13.9 mm, while in winter, the snow cover begins in Mid-November and continues until March, varying from 10 to 90 cm in thickness. North winds are typical. In winter, west, northwest and north winds are dominant. The average annual wind speed is 2.4 m/s, with the highest average monthly speed in July and August 3.1 to 3.3 m/sec.

A COMPETENT PERS21¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Exploration Licence 670-EL Description and Location

5.2.4 Physiography

A typical relief within the licence area is hummock, in places turning into a plain, which has a gradual slope to the northeast, towards the Balkhash-Alakul depression. The absolute elevation within the area is 450-520 m AMSL, with average relative elevations within 30 to50 m. Hills often have flat dome-shaped tops, smooth gentle slopes among the small-hummock relief areas of the ridge stand out. The asymmetrical ridges are usually low with elevation of 10 to 15 m (up to 25 to 30 m) above the valleys. Small depressions between hills and ridges are salt marshes and takyrs.

Gravelly soils, as well as grey desert soil, mainly loamy and clayey brown soil, are widely developed in the area. The hydrographic network, represented by rare ephemeral streams, belongs to Balkhash Lake basin.

Due to climatic conditions, the flora is scarce and is represented only by desert plants as saxaul, boyalich, saline feather grass, chingil and wormwood. The following animals live in the region: saiga, argali, gazelle. Among the predators are wolf and fox. Birds include the bustard, eagle, hawk, lark, partum. Feathered predators are quite numerous ± golden eagles and kites.

There are two nature protection zones covering parts of 670-EL (Figure 5-1):

Andasai State Nature Reserve, covering the most northwestern part of the licence. It was established in 1966, covering an area of 1 mln hectares, located in the Moyinkum region on the right bank of the Chu River. Andasai State Nature Reserve was created to preserve and increase the number of wild animals and birds.
Zhusandala State Protected Zone covering the southern part of the licence. The protected zone was organised by the Decree of the Government of the Republic of Kazakhstan (No. 382, dated March 15, 2001) to protect flora species which are rare (14 species) or endangered (4 species) and diverse fauna (223 species). The zone covers 2.7 mln hectares in Balkhash, Ili and Zhambyl regions in Almaty district, and Kordayskom, Moyynkum, Shuisky regions in Zhambyl district.

5.3 SRK ES Site Visit

Dr Mikhail Tsypukov, FIMMM, visited the site on May 5th 2021, accompanied by DVK personnel, including Azamat Bizhanov (geologist).

During the site visit the team visited Alatagyl group of occurrences, where the most significant historical Au intersections were obtained, including Alatagyl North, and Alatagyl zones ± the Western, Northern and Central as well as less significant Sornoe and Zharylgan occurrences. SRK ES tried to identify Maijarylgan and Zhideli Cu prospects, however only a few historical drill hole collars were observed, so it is not clear if the location of the sites, determined by SRK ES from the historical maps is correct. On the visited occurrences SRK ES reviewed logistics, geology, evidence of historical exploration and site conditions. The following conclusions are made:

According the reconnaissance, the licence area can be accessed from Mirny and Moyinkum settlement using well developed dirt roads.
Mirny was the city that served the uranium mine, and the access road used by SRK ES connects several uranium mines, waste dumps and depositories, that are closed to the public

with radiation warning signs. SRK ES recommends using alternative access in the future as this road may be closed by local authorities any time.

Most of the roads from historical exploration are in poor condition and were not in use since the 1960s/1970s.
Accessibility of different sites within the licence can be characterised as low to moderate, due to lack of permanent dirt roads and dissected topography, presented by steep hills with narrow bumpy valleys and ephemeral streams in between. In some valleys there might be deep ephemeral streams and bumpy tracks that can be hardly crossed by vehicle and require a detour.
SRK ES confirms, that location, geology, and style of mineralisation on the visited Alatagyl Northern, Western and Central zones are in accordance with historical descriptions.
At Alatagyl North occurrence, the most significant mineralised intervals were obtained by drilling. It is hardly visible from the surface observations, but SRK ES confirms significant amount of historical trenching and drilling within the area: some historical trenches were 4-5 km in length.
SRK ES suspects that historical exploration, including trenches and drilling was even more intense than shown on historical maps. Thus, at Alatagyl Western Zone, 15 vertical drill holes in two profiles, with 5 and 10 m intervals are observed (Figure 5-4).

Figure 5-2: SRK ES tracks and waypoints during 670-EL site visit, Western Balkhash Region, Kazakhstan

Figure 5-3: Historical trenches and drill holes at the southeastern flank of Alatagyl North occurrence

Notes: Upper left image ± a view to the eastern flank of Alatagyl North from the east, on the foreground ± historical trench K-46 (>5km in length); upper right image ±quartz with oxidized sulphides from a vein in sandstone; lower left image ± mineralised zone i

Figure 5-4: Historical trenches and drill holes at the southeastern flank of Alatagyl North occurrence

Notes: Upper row of images - a view to the Alatagyl Northern Zone from the northeast; quartz with oxidized sulphides; middle row of images ± mineralised vein material with pseudomorphs of quartz after calcite (carbonate replacement as evidence of hydrothermal boiling in the high-level) and a fence of 6 drill holes across the vein zone; lower row of images ± a historical trench overgrown by grass and recent (new) trenches of artisanal miners, with piles of mineralised quartz prepared for transportation

Figure 5-5: SRK ES waypoint Sornoe Stockwork represented by quartz stockwork zone in schistose sandstone along Alatagyl fault zone

Notes: Lower right image ± pyrite aggregate in host sandstone in quartz vein selvage

Figure 5-6: Typical landscape of Alatagyl group of Au occurrences (upper images), quartz vein that was traced for more than 3.2km along the Akkuduk fault zone (lower left image) and possible location of Jideli Cu occurrence, SRK ES waypoints Dh37 and DH38 (lower right image)

Notes: Due to thin soil cover, remote sensing structural mapping using high resolution imagery can be successfully used for interpretation of folds, hinge zones, and faults in some areas, that can be seen on upper right image, where folded rock strata are clearly visible on the surface. According to historical reports, quartz veins (left image) hosts disseminated sulphide mineralisation with up to Sb 1.2%, Cu 2.0%, Au 0.4 g/t (Vafin et al., 1986).

Evidence of artisanal mining was limited to Alatagyl Western Zone, where quartz vein was trenched and sampled (Figure 5-4).

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(RY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Exploration Licences 847-EL and 914-EL Description and Location

6 EXPLORATION LICENCES 847-EL AND 914-EL DESCRIPTION AND LOCATION

6.1 Introduction

Licences 847-EL and 914-EL are located in Rudny Altai region of the Eastern Kazakhstan, within topographic sheet M-44-XVI and M-44-XVII (scale 1:200,000).

6.2 Accessibility, Local Resources, Climate and Physiography

6.2.1 Accessibility

Licences 847-EL and 914-EL are located in the northern part of the Eastern Kazakhstan, in the Shemonaikha district. Regional centre Ust-Kamenogorsk is located 45 km to the southeast, and district centre Shemonaikha city, 20 km to the northwest from the Licences. Airport of Ust-Kamenogorsk is located 35 km southeast of the Licences. From May 1 to August 31, 2021, the runway of the Ust-Kamenogorsk airport will be repaired. Local flights until September will be carried out from a dirt strip in five directions - Almaty, Nur-Sultan, Semey, Urjar, Zaisan. The railway connecting Ridder and Tomsk cities crosses the Licence areas from the south to the northwest. Aurora and Festivalnaya railway stations are located on the territory of the Licences. Rulikha and Predgornoye stations are located 2 km to the northwest and 5 km to the southeast of the licences, respectively. In the Licence area there is a network of dirt roads that are quite suitable for driving all year round. A hard-surfaced road from Ust-Kamenogorsk to Shemonaikha crosses the licence areas in the western part, passing through the villages Predgornoye, Berezovka, Pervomaisky, Rulikha and Ust-Talovka.

Figure 6-1: Location of Projects Novo-1 and Novo-2, Rudny Altai Region, Eastern Kazakhstan

6.2.2 Local Resources and Infrastructure

Within a radius of 10 km from the licence areas there are settlements Ust-Talovka, Vydrikha, Verkhubinka, Verkhne-Berezovsky, Pervomaisky, Berezovka, and Rassypnoe. According to the 2009 census, the most populated are Ust-Talovka ± 5,771, Pervomaisk ± 4,597, and Vydrikha ± 2,378 people. In Shemonaikha district there are many enterprises related to mining and processing of polymetallic ores in Shemonaikha (VOSTOKTSVETMET LLC branch of VOSTOKAVTOTRANS LLC), iron ore in Ust-Talovka (Kazakhmys Copper Chemical Plant), sunflower oil production in Pervomaisky (Vostokselkhozprodukt LLC), cattle breeding, cultivation of grain and leguminous crops, including seed production in Vydrikha (Vydrikhinskoye LLC). The local population is dealing with livestock rearing, grain farming, working in mining and processing enterprises.

6.2.3 Climate

The climate is continental, with long winters from mid-October to March and wet summers. The hottest months are June, July, and August with absolute maximum temperature of +40°C. The

coldest months are January and February with absolute minimum temperature of -48°C. The average monthly temperature in summer is +20°C, in winter, -13°C. Annual precipitation is up to 780 mm in average. The maximum precipitation occurs in summer months in the form of thunderstorms (up to 35%). Autumn rains take place in September. Snow cover starts in November and reaches 1 m or more. The number of days with precipitation per year does not exceed 150. Typical winds are northwestern winds, in a lesser extent ± southwestern winds. The average wind speed is 27 m/s, the maximum speed reaches 30 m/s.

6.2.4 Physiography

The licences are situated in the foothills of the Rudny Altai and belongs to the transitional type of low mountainous regions and hummocks with individual peaks, less frequently forming ridges, which stand out among the hilly terrain, flushed with thick loess-like loams, covering all low areas of the region and gentle watersheds. The relief of the region is characterised by low absolute heights and low relative elevations. The highest absolute high is 571.7 m AMSL confined to the northwestern ridge of hills. The lowest mark on the surface is in the southeast of the licence areas - 295 m AMSL. The relative elevations range from 100 to 250 m with a maximum of 276.7 m. The area is characterised by a general increase in the absolute elevations from southwest to northeast.

The hydrographic network is poorly developed; the Uba river flows to the south in the westsouthwest of the Licence areas. Irtysh river valley is located south from the Licence area.

The flora in the area is scarce, devoid of woody vegetation, with the exception of small shrubs and grasses that cover the slopes of hills and dens with a discontinuous cover and are represented by honeysuckle and wild rose. Significant areas of flat valleys and plains ploughed and sown with grain crops. The Licence areas are mainly covered by agricultural fields.

The fauna is scarce and is represented mainly by rodents: ground squirrels, jerboas, and foxes. Of the birds, owls, hawks live, and large birds of prey are less common.

There are no nature protection zones, reserve or national parks in vicinity of the Licence.

6.3 SRK ES Site Visit

Dr Mikhail Tsypukov, FIMMM, visited licences 847-EL and 914-EL on May 29th and 30th 2021, accompanied by DVK personnel, including Azamat Bizhanov (geologist).

During the preparation of the visit, SRK ES picked up coordinates of mineral occurrences and deposits located on the licences from mineral map 1:200,000 and compared their location against satellite image of the area. With the exception of Chudak Cu deposit, all these points are located in the active agricultural fields with no evidence of historical trenches or pits around. In addition to this, SRK ES picked up coordinates of all locations where historical trenches and pits are observed on the satellite image. Thus, while on site, the area of Chudak Cu-deposit and three locations with historical trenches and pits, visible on satellite image, were visited (Table 2-1, Figure 6-2: SRK ES track and Waypoints on site visit).

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38BLIC OF KAZAKHSTAN Exploration Licences 847-EL and 914-EL Description and Location

Table 6-1:	Locations visited by SRK ES in Novo-1 and Novo-2 areas
------------	--------------------------------------------------------

	WP Northing Easting	Field observations
1	50°¶´ 82ƒ¶´	Series of parallel trenches, more than 500 m in length, striking NW330 along quartz-carbonate-sulphide veins and striking NE45 across metamorphic sequence; host rock ± carbonate-chlorite-sericite schist.
5	50ƒ¶´ 81ƒ¶´	450 m trench along main quartz-sulphide-scheelite vein, striking NE40; series of short trenches/pits striking NW315 across the quartz veins.
6	50ƒ¶´ 81ƒ¶´	Quartz-carbonate-sulphide veins along the shear zone hosted by carbonate chlorite schist, explored by a series of trenches and pits along the strike of the veins.
7		50°¶´ 82°¶´ Chudak Cu deposit, hosted by Upper Devonian volcanic-sedimentary Pikhtovsk suite

Notes: WP- waypoints containing historical trenches and pits picked up from satellite images; WP 1, 5 and 6 are located within Irtysh shear zone, hosted by Frasnian stage - (D2 f) comprising basalts, andesites, carbonaceous-clayey siltstone, and shale metamorphosed in greenstone facies. WP 7 is located within Priirtysh volcanic belt (Orlovka-Belousovka metallogenic subzone) (see Chapter 8 for details).

Figure 6-2: SRK ES track and Waypoints on site visit

Notes: Waypoints includes locations with historical trenches and pits (WP 1, 5, 6 and 7) as well as locations where landscape pictures were made (WP 2, 3, 4)

On the visited locations SRK ES reviewed logistics, geology, evidence of historical exploration and site conditions. The following conclusions are made:

Most of the Project area is covered by active agricultural fields with fertile soils and is characterised by limited outcrops, which can be found mainly on the tops of the hills (Figure 6-3). Accessibility of hills, outcrops and occurrences is very limited due to crop fields, which in most cases have a very limited number of paths.

Southwestern part of exploration licence 847-EL is located within Irtysh shear zone with dominance of schist, and shale with limited amount of parent rocks as sandstone, siltstone and volcanic rocks.

Figure 6-3: Typical landscape of the Project area

Notes: Lower left image ± a view to waste dump of Nikolaevskoe VMS deposit, located about 5.5 km NE of 847-EL

Very limited amount of historical exploration is observed on surface. Most of the trenches and pits identified from satellite images are located within 847-EL and related to quartz-carbonatesulphide (scheelite) veins within schist and shale formation of Irtysh shear zone.
The area of Chudak Cu deposit is a small rocky hill composed of volcanic rocks, covering an area of approximately 200 x 400 m, surrounded by agricultural field (Figure 6-4). This area contains outcrops, a small quarry some 5 m across and piles of crushed altered volcanic rocks, which could be waste dump material (Figure 6-5). No mine shafts exist to date.

Figure 6-4: An area of Chudak Cu deposits on BING satellite image with SRK ES track and waypoints

Notes: SRK believes, that the site was reclaimed as no mine shaft preserved

In the Chudak deposit, volcanic rocks located on the top hill are subjected to intense iron alteration, forming a gossan or ³iron cup´ (Figure 6-5). Below the gossan zone there are outcrops of light grey volcanic rocks containing malachite and azurite, representing a leached zone, which is typical for weathered crust developed over Cu-sulphide deposits.
No shafts, trenches or pits survived on the Chudak deposit. SRK ES is of opinion that the site had been reclaimed after mining had been stopped.
Other sites, visited by SRK ES belong to Irtysh Shear Zone and are related to quartz veins containing sulphide and (or) scheelite mineralisation (Figure 6-6, Figure 6-7).

Figure 6-5: A current view of Chudak Cu deposit

Notes: Upper row of images: left - Chudak deposit, a view to SE 126°; right - small shallow quarry, some 5 m across, a view to NNE 10; dark brown volcanic material at the top of the hill represents a gossan zone and an outcrop of light grey altered volcanic rock± a leached zone with malachite and azurite. Middle row of images: left - azurite and malachite represent a leached zone which is located below the gossan zone; right - chalcocite with malachite films, represent supergene enrichment zone, located below leached zone. Lower row of images: left - quartz vein in silicified volcanic rock; right ± a collar of incline drill hole, a few to NE 72°.

\$&203(7(173(5621¶65(3257217HE ASSETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Exploration Licences 847-EL and 914-EL Description and Location

Figure 6-6: 500 m prospecting trench along quartz-sulphide vein (WP 1)

Notes: Upper row of images: left - a few (NE 45°) to historical trench, that exposes a quartz-sulphide vein; right - silicified carbonate-chlorite-sericite schist that hosts the vein. Lower row of images: left - quartz vein containing sericite, chlorite and altered sulphides.; right ± silicified schist containing oxidized sulphide mineralisation from the contact with quartz vein.

Figure 6-7: Historical exploration of quartz-scheelite vein (WP 5)

Notes: Upper images: quartz-scheelite vein exposed by a 500 m trench along the strike and by a series of small pits; it can be assumed that due to very limited amount of waste material around the pit mineralised quartz was collected and processed. Lower images: fragments of quartz-scheelite vein.

7 GEOLOGY OF APMINTAS AND DALNY PROJECTS (EXPLORATION LICENCES 670-EL AND 774-EL)

7.1 Regional Geological Settings

The licence areas 670-EL and 774-EL are located in the north-eastern flank of Dzhalair-Naiman Paleozoic orogenic collisional belt ³'1´?, with a strike of more than 800 km in north-western direction from lake Issyk-Kul in the southeast to northern Kazakhstan. The belt comprises different sedimentary, volcanogenic and magmatic complexes of Paleozoic and Mesozoic age, formed in different geological and tectonic environments and amalgamated due to subduction and collision processes during the assembly of the Gondwana continent in the Mid-Paleozoic. The DN belt includes dismembered fragments of ophiolite complexes (oceanic crust), island arc volcanic rocks, back arc and rift sedimentary sequences and magmatic complexes. Due to a large amount of metal deposits and occurrences the most economically significant part of the DN belt is within the Western Balkhash area is called Chu-Ili ore belt. The DN belt is located between Precambrian Chuya and Aktau-Dhzungar blocks that represented two blocks of continental crust during the Paleozoic collision.

The DN zone consists of a number of large elongated synclinoriums and anticlinoriums that are formed respectively by Cambrian-Ordovician and Devonian volcanogenic sedimentary complexes. A simplified stratigraphic section of the ND zone can be described as follows (oldest to youngest):

Lower Cambrian volcanogenic and intrusive complexes (terrigenous sedimentary corks, spilite, diabase) including ophiolites (gabbro, peridotite) occurring as blocks and slabs in tectonic mélange zone.
Cambrian volcano-sedimentary suites comprising of island arc tholeiitic and subalkaline basalts, dolostone, cherts, terrigenous sediments;
Ordovician turbidite and carbonate-siliceous suites (Samygin et al., 2017)
Lower Devonian volcanogenic and sedimentary Koktasskaya Suite (the youngest) occurring on the flanks of the ND.

Intrusive complexes are represented by fragments of ophiolite gabbro and associated plagiogranite intrusions of Lower Cambrian age. In the Devonian, significant amounts of diorite and granodiorite stocks and sills were intruded along deep seated lithospheric structures on eastern and western flanks of the ND belt. The Devonian intrusives within the zone are deformed and presented to date as elongated bodies striking northwest as well as Early Paleozoic volcano-sedimentary suites that form linear folds of northwest orientation. In Late Devonian during the final magmatic stage, subvolcanic porphyry dykes were intruded into the sequence (granosyenite, granite, granodiorite, diorite, gabbrodiorite).

Figure 7-1: Tectonic map of Early Paleozoic complexes (altaides) of Central Asia (Choulet et al., 2012)

7.2 Deposit Model

7.2.1 Intrusion-related Gold

Intrusion-related deposit type (IR) suggests a genetic link between gold deposits and granite intrusions. Currently, this group of deposits includes gold deposits associated with subalkaline intrusions of intermediate to felsic composition. Considering oxidation/reduction condition the initial magma belongs to ilmenite series or ilmenite-magnetite transition which corresponds to reduced magma and can be also named as Reduced Intrusion Related Gold Systems (RIRGS) (Ishihara,

1977; Sillitoe, 1991; Hart et al., 2004; Hart, 2007). The following are the most typical criteria for classifying hydrothermal formations as RIRGS:

Carbon dioxide hydrothermal fluids associated with the cooling plutons.
Association of Au, Bi, W, As, Mo, Te, Sb with low concentrations of Pb and Zn.
Due to significant temperature gradient around the plutons, a zonal distribution of metals around the intrusives over a distance up to several kilometers is observed, including Au-Bi-Te-W association close to the intrusive, As-Sb-Au association in the intermediate zone, and Ag, Pb, Zn at a distal zone.
Low sulphide content, mostly <5 vol.%, including arsenopyrite, pyrrhotite and pyrite, lack of magnetite and hematite.
Quartz, quartz-sulphide veins are usually accompanied by minor, weak hydrothermal alteration in the host rocks.
Tectonic setting includes ± marginal zones of convergent lithospheric plates, ancient continental margins behind accretionary or collisional orogens, magmatic belts associated with the subduction zone.
Very common for magmatic arcs where W and Sn deposits can be present.

According to generally accepted RIRGS classification (Lang, Baker, 2001; Hart, 2005), this group includes gold deposits occurring both in intrusions of various types and in the host metamorphosed volcanic-sedimentary complexes (Figure 7-2). The RIRGS type has the following subtypes (Hart, 2005):

Skarns Olkhovskoye deposit (Krasnoyarsk Territory), Nickel Plate (Canada), Santa Fe (Mexico).
Replacement gold deposits ore clusters Park City and Bingham (Utah), USA.
Disseminated gold deposits Bereznyakovskoe (East Ural, Russia).
Stockwork gold deposits Klyuchevskoye field (Eastern Transbaikalia, Russia).
Vein deposits, including sheeted veins Lyubavinskoe deposit (Transbaikalia,Russia), Berezovskoe (Ural, Russia), Kalgoorlie (Australia), Fort Knox (Alaska), Vasilkovskoe (Kazakhstan).

The most typical deposits are associated with a system of sheeted veins, with a small amount of sulphides, usually occurring above the intrusive domes. The authors of the classification emphasize that RIRGS deposits differ from porphyry deposits or porphyry stockwork mineralisation, and also differ from veins inheriting stress fractures ("antithetic tensional vein arrays") in the group of orogenic deposits.

Figure 7-2: Zoning distribution of mineralisation around intrusives related to Reduced Intrusion Related Gold Systems (RIRGS) (Lang, Baker, 2001; Hart, 2005)

Intrusion-related gold deposits in Chu-Ili ore belt

Gold is the main target commodity of the Chu-Ili ore belt. According to historical reports, most of gold mineralisation within the Chu-Ili metallogenic belt is related to quartz-sulphide veins and stockwork zones hosted by Devonian Kyzylzhartas gabbro-granodiorite-granite porphyry complex or Ordovician sedimentary rocks in vicinity of Devonian porphyry complex, so can be considered as intrusion-related type. Some researchers describe gold-bearing quartz veins of the belt as Akbakaitype mineralisation after deposits of Akbakai gold cluster that includes gold deposits Akbakai, Aksakal, Kenzhem, Beskimpir, Karjernoe, and Svetinskoe and numerous occurrences located 0.5- 10 km from Akbakai and are exploited by \$2³\$.Altynasmas´.

Most of Akbakai cluster gold deposits were discovered in the 1960¶ s and have been mined through the 1970¶V and 1980¶V According to open-source publications, historical resources are being significantly depleted. Table 7-1 demonstrate remaining resources of the Akbakai ore cluster though total resources of the cluster including historical production can be 2.0-2.5 times higher, exceeding 250 tons of gold with Akbakai gold deposit exceeding 100 tons of gold.

	Year	SRK Estimate (t Au)	Year	GKZ Estimate (t Au)
Akbakai Ore Cluster (AOC)
Akbakai	2014	26.326	2015	40.354
Karjernoe	2014	3.2	2015	3.158
Svetinske	2014	5.120	2015	7.322
Beskempir	2014	13.80	2015	15.151
Aksakal	2011*	16.119*	2014	16.993
Kenzhem	2011*	30.722*	2014	28.209
Total AOC		95.287		111.187

Table 7-1: JORC compliant gold resources (Measured Indicated and Inferred) estimated by SRK and WAI versus GKZ style gold resources of Chu-Ili ore belt

Sources: Altynalmas, 2015

Notes: *Mineral Resource Estimate by Wardell Armstrong International UK; GKZ ± Kazakh State Committee on Ore Reseerves

Gold-bearing vein and stockwork zones are controlled by second order structures of different orientation related to northwest trending regional Ergenektin fault. In Kenzhem gold deposit, the gold bearing veins are hosted by northeast structures, in Akbakai and Beskempir ± by east-west and northeast structures. The length of mineralised veins varies from tens of meters to hundreds of meters, 800 m in Akbakai. On a number of occurrences and deposits, gold bearing quartz veins are developed as ³KRUVHWDLOVSOD\´veins (Eshkilitau-I, II) or saddle veins (Novoe). The thickness of the veins varies significantly within one deposit or occurrence - from 0.1 m up to a few meters, average thickness of the main vein in Akbakai is 1.0-2.0 m, in Kenzhem - 2.0-3.2 m, in Beskempir ± 1.6- 1.8 m. A down dip extension of veins varies and can reach few hundred meters (Kenzhem 200 m, Aksakal >500 m, Beskempir 300-400 m, Akbakai up to 1,300 m).

Gold-bearing quartz veins can be hosted by Middle-Late Ordovician sediments (Svetinskoe, Kenzhem), Middle Devonian Kyzylzhartas gabbro-diorite-granite complex (Beskempir) and Tastobin granite-granosyenite porphyry complex (Novoe, Zhaksy, Kengir) or both sediments and magmatic rocks (Akbakai, Aksakal).

Content of sulphides in quartz veins is usually within 2-4% and was reported as 3-7% for Akbakai and 7-10% for Beskempir. Mineralisation can include native gold, pyrite, arsenopyrite, bismuthinite, galena, chalcopyrite, sphalerite, jamsonite, fahlores, lead sulfoantimonides, antimonite, native antimony, bismuth sulfosalts, gersdorfite, pyrrhotite, electrum. Gold grade varies significantly within each deposit due to presence of gold nuggets, forming ore shots or clusters, from less than 1 g/t Au up to a few hundred g/t Au ± Altynsai 1.0-1,341 g/t Au, Zhaksy 0.7-1,520.8 g/t Au. Most part of the gold is free gold, some gold is trapped in arsenopyrite, pyrite and chalcopyrite. The size of native gold varies significantly within each deposit, from less than 1 mm up to cm-size nuggets in ore shots, but the majority of gold is 0.1-1.0 mm in size.

Main types of alteration related to quartz veins are narrow beresite inner zones (quartz-chloritesericite) followed by outer propylitic zones (epidote-carbonate-chlorite/±actinolite). Total width of alteration does not exceed 5 m.

Two small gold deposits Altynsai and Zhaksy are cut from the licence. According to Koshkin et al. (2000) both deposits were exploited in the 1980¶Vby Artel Balkhash and then were mothballed. SRK is not aware if any company exploited Altynsai and Zhaksy deposits since then. Altynsai gold deposit is represented by main quartz vein located in the hanging wall of west-northwest fault. The vein, 0.1-1.4 m thick, was traced on 1,750 m along the strike. According to historical reports the gold grades in vein varied from 1 to 1,341 g/t Au. Ore minerals are represented by pyrite, galena, sphalerite and chalcocite. Smaller veins shown are non-economic.

Other type of IR deposit within DN zone is shear zone hosted gold mineralisation in carbon-rich schist sequence at Ushalyk. The deposit is located within Shu-Balkhash ophiolite mélange zone ȯ? which is composed by slabs and blocks of sedimentary and magmatic rocks including Zhaisanskaya carbon-rich schist VXLWHȯ?Zhabmylskaya sandstone VXLWHȯ-O1) and intermediate intrusives (D1-2) (Chernykh, 1989). Ushalyk gold mineralisation is hosted by Zhaisanskaya suite that includes interbeds of carbon-rich schist of different composition (graphite- quartz-carbonate schist, clayey schist, graphite-quartz-sericite-carbonate schists, albite-chlorite schist). Carbon-rich schist forms a slab, striking for 3,000 m in NW direction with widths up to 200 m.

Disseminated gold mineralisation is related to quartz-sulphide veins, aggregates and veinlet zones that form lenticular stockwork zones, lenses, stripes and bonanza style ore shoots. Mineralised zones steeply dip SW and NE at angles 60-80º. The main ore body has a thickness of 18 m striking 160 m along the NW strike. According to historical reports, gold mineralisation had been traced up to 250-300 m in depth. Most mineralisation is controlled by quartz-sericite- (+/-chlorite) alteration; finely-banded host schist consists of quartz (67-80%), sericite, chlorite, albite, carbonate, and organic matter (graphite, 0,8-3,0%). Content of sulphides is 1-2% on average, but can be up to 50%, represented by arsenopyrite, pyrite, pyrrhotite, marcasite, sphalerite, galena, chalcopyrite, tellurides of Au and Ag; goethite, hydrogoethite. scorodite and gypsum prevail in oxidation zone. Gold occurs in 4 generations ± 10-ȝPLQVL]HLQFOXVLRQVLQS\ULWHDUVHQRS\ULWHDQGS\UUKRWLWH JUDLQV?ȝPSDUWLFOHVDYHUDJH?ILOOLQJILVVXUHVDQGIRUPLQJLQWHUVWLWLDOFHPHQWIRUPDLQly pyrite aggregates in quartz-sericite-chlorite zones (2), dendrites of electrum (Au, Ag), tellurites of Au and Ag in late stage quartz-carbonate veins (3), plates, flocks, irregular shape aggregates (0,1 mm) in association with goethite and hydrogoethite in oxidation zone. Content of gold in ore varies from 5- 8 g/t to 20-30 g/t, with average of 12 g/t Au. Ushalyk gold mineralisation reveals clear lithological control and structural control, located within carbon rich quartz-mica schist sequence in the intersection of NE fault with the main NW striking ophiolite zone.

According to historical exploration results, listvenite-berezite style alteration is associated with Ushalyk gold mineralised zones (Chernykh, 1989). It includes carbon-albite-sericite-quartz, quartzmica, quartz-pyrite, quartz-albite-carbonate-mica assemblages. Main minerals of gold-related metasomatic rocks are (average content in %) quartz (40), sericite and chlorite (20-40), albite (20), pyrite (1020) (Chernykh, 1989). Quartz-sericite-chlorite alteration is considered as main alteration controlling gold mineralisation within Ushalyk deposit. Quartz-pyrite alteration is developed locally within mineralised zones represented by quartz (40-70%) and pyrite (25-50%). Banded carbon-rich metasomatic rocks occur on the flanks of the mineralised zone - graphite and graphitoid as disseminated grains, lenses and aggregates form banded texture. Graphite is enriched fault zones, where its content varies from 0.8 to 5.&RQWHQWRIJROGLQ³JUDSKLWHIDXOWV´YDULHVIURP.1 to 2.5 g/t Au. Mineralised zones of Ushalyk gold deposit contain geochemical soil anomalies of Au, As, Mo, Ag, Sb and Cu. Soil gas mercury survey revealed in the deposit area contrasting anomalies of mercury in the range of 150-400 x 10-9 mg/l Hg, while background values registered at 30-70 x 10-9 gm/l Hg. GKZ-style resources of Ushalyk gold deposit were historically estimated in 4.5 tons of Au.

\$&203(7(173(5621¶65(3257217HE ASSETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Geology of Apmintas and Dalny Projects (exploration licences 670-EL and 774-EL)

7.2.2 Cu-Au Porphyry

In general terms, porphyry deposits can be defined as Cu (Au, Mo, Sn) deposits located within the volcano-plutonic arcs and associated with shallow porphyry intrusions. The nature and very existence of porphyry deposits is determined by many factors, including (but not limited to) composition and dynamics of the asthenosphere, the chemical composition of the crust and underlying mantle, the structure of the magmatic system (column) and the specific volcano-plutonic structure (Seedorff et al., 2005; Sillitoe, 2010; Richards, 2011; Zhaoshan, 2011).

Common features of porphyry deposits are as follows:

Confined to extended, relatively narrow (linear) metallogenic provinces, where they are associated with volcano-plutonic belts (magmatic arcs).
Multiphase intrusions, including phases which can be characterized in relation to mineralisation as pre- syn- and post- phases.
Porphyry deposit is part of large-scale porphyry system, volcano-plutonic complex, where epithermal, skarn, IR vein deposits can also be formed (Cu, Mo, Au, Sn, W, etc.).
Syn-mineralisation intrusions (phases) are small stocks of system of dykes, 0.1±2.0 km across, with subvertical contacts that include (from top to bottom, from late to early):
Dykes.
Small stocks.
Large stocks.
Plutons.
Medium to felsic magmas (> 55 SiO2).
Small depth of penetration 1-4 km.
Presence of several intermediate magma chambers at a depth of 6-8 km (and deeper), various magma sources for one porphyry system, including continental and oceanic crust, mantle wedge (metasomatized upper mantle).
Rapid rise of magma, cooling and release of volatiles.
Porphyry deposits occur in clusters.
Porphyry structure is characterized by phenocrysts in the small-grained matrix (less than 1 mm).
Several stages of extensive hydrothermal-metasomatic alteration associated with each mineralised pulse (phase), superimposed alteration and mineralization controlled by fracturing.
Hypogenic sulphide minerals are usually concentrated in quartz stockwork zones, as well as in the form of disseminated and nest-disseminated mineralisation and are often associated with an early potassic alteration represented by biotite, magnetite, and K-feldspar (Meyer and Hemley, 1967).
The alteration zoning is caused by the development of chloride fluid from the center to the periphery (Sinclair, 2007) represented by potassic minerals, overlaid by zones of chloritesericite assosiation, secondary quartzites and marginal propylites.
Zoning in the distribution of metals includes Fe-Cu-Au in the central part, Mo in intermediate zones and Au-Ag-Pb-Zn in periphery.
Porphyry intrusives are confined to regional faults and local zones of extension, contributing to the free migration of fluid within convergent plate boundaries, above subduction zones.
In 30% of deposits, mineralisation also occurs in the host volcanic and sedimentary rocks, while in 70% of deposits it is located in intrusive rocks (Lowell, Guilbert, 1970).
The geological structure of porphyry deposits can be complicated by development of skarns, zones of secondary sulphide enrichment and other superimposed processes associated with fluid evolution (Berger et al., 2008).

Porphyry Mineralisation in the Chu-Ili Ore Belt

During the historical exploration within the Chu-Ili belt in 1960s, a number of Cu (Au) occurrences related to porphyry intrusives were discovered. Some of them were preliminary assessed for economic mineralisation, however, no economic deposits have been discovered.

In this regard, areas with the development of intrusive magmatism (gabbro-diorite, dioritegranodiorite-granite formations) have prospects. According to the conducted research, several ore occurrences were identified (Tauli, Teris, Raisay, Kozhkainar, etc.). Some were recognized as promising, in particular the Mayzharylgan ore occurrence, on which it was recommended to continue work (Puzanov, Yakubinsky et al., 1976). The shallow Yugo-Vostochnoye Druzhnoye deposit in the Kyzylsai paleocaldera and a number of porphyry copper ore occurrences in the exocontact of the Khantau granite pluton were also identified. SRK believes that work in this area is one of the priorities.

7.3 Project Apmintas (Exploration Licence 774-EL)

7.3.1 Property Geology

The property is composed by Paleozoic and Cenozoic sequences.

Paleozoic volcano-sedimentary complexes

Paleozoic rocks included Middle and Upper Ordovician and Lower and Upper Devonian suites. The suites of different age and composition reveal tectonic contacts and/or angular unconformity and are described below.

Middle Ordovician (Llandel-Caradoc stage, O2l-k) crops out in the south-eastern part of the licence, as a narrow strip along the Ergenektin system of faults. It is represented by flysch formation including interbedding of polymictic sandstone, siltstone and rare interbeds of coarse sandstone and quartz-sericite schist and conglomerate. The thickness of Middle Ordovician package is estimated as 1600 m (Kataev et al., 1983).

Upper Ordovician Kuyandinskaya suite (O3 kn) compose a significant part of the licence and are represented by interbedding of sandstone, conglomerate and siltstone. The suite includes two units which differ in composition. The lower unit (O3 kn1) contains lenses of marly siltstone and tuff horizons, and relevant faunal remains. The thickness of the unit is 1,000-1,200 m (Kataev et al.,

1983). The upper unit (O3 kn2) is characterized by dominance of grey to green polymictic sandstone, fine- to medium-grained with clayey and quartz-sericite cement and rare conglomerate interbeds.

Lower Devonian Koktasskaya volcano-terrigenous suite (D1 kt) is mapped in the south-western and north-eastern parts of the licence and is composed of Lower and Upper units with a total thickness up to 1,900 m. The Lower unit (D1 kt1) hosts Eshkilitau gold occurrences and Altynsai deposit and a number of gold mineralisation points north-west from Altynsai. In the area of Altynsai gold deposit the unit is represented by red and grey-greenish sandstone and conglomerate. Its composition changes along the strike. In the north-western direction, tuffaceous siltstone became a dominant rock type, while coarse terrigenous facies are replaced by andesite tuff red sandstone to southeast. The Upper Koktass unit (D1 kt2) has terrigenous deposits in the lower part, andesite lava and tuff, with sandstone and siltstone interbeds in the middle part and dominant andesite porphyry in the upper part (Kataev et al., 1983).

The Upper Devonian Dairinskaya suite (D3 dr) consists of red-brown sandstone, gravelstone and conglomerate which crops out along the north-eastern flank of the licence area. The thickness of the rock beds significantly changes along the strike of the suite. The pebbles are represented by andesite, rhyolite and silicious sediments. Total thickness of the suite is estimated as 1,100 m.

According to historical estimates only 10% of the territory contains outcrops, while about 11.4% is covered by Cenozoic unconsolidated sediments and 78.6% of the territory is represented by Mesozoic weathered crust over the Paleozoic rocks. According to historical drilling results (Kataev et al, 1983) the Mesozoic weathered crust presents under Cenozoic loose sediments and its thickness can reach 30-80 m (Figure 7-4).

Figure 7-3: Geology map at scale 1:200,000 of licence 774-EL (Kataev et al., 1983)

Notes: Legend: 1-Modern deposits-takyr-saline clay and loam, alluvial clay, gravel, pebble; 2-Upper Quaternary±Modern deposit - aeolian sand, sandy loam; 3-Lower-Upper Quaternary deposit - proluvial clay and loam with boulders and cherty-limestone as basal rock; 4-Upper Miocene- Lower Pliocene - reddish-brown clay with sand and gravel interbeds; 5-Upper Oligocene. Multicolored clay, quartz and quartz-feldspar sand, gravel, sandstone; 6-Upper Devonian Dayrinskaya suite - sandstone, gravelstone, conglomerate; 7-Lower-Middle Devonian Degreezskaya suite, lower sub-suite - siltstone, sandstone, conglomerate, rhyolite, dacite, andesite and their tuffs; 8-Lower Devonian Koktasskaya suite, upper sub-suite - andesite porphyrite, dacite, andesite and dacite tuff, tuffaceous siltstone, sandstone and conglomerate; 9-Lower Devonian Koktasskaya suite, lower sub-suite - tuffaceous siltstone, sandstone, conglomerate, ash rock; 10-Upper Ordovician Kuyandinskaya suite, upper sub-suite - sandstone, conglomerate; 11-Upper Ordovician Kuyandinskaya suite, lower sub-suite - siltstone, sandstone, tuffite, conglomerate; 12-Middle Ordovician, Llandailian-Caradocian, lower sub-suite - siltstone, sandstone, shale, greetstone, conglomerate; 13-Middle Devonian Betpakdala complex of subvolcanic intrusions - rhyolite- porphyry, rhyodacite- porphyry; 14-Middle Devonian Cyzylzjartass intrusion complex, second phase - medium to fine-grained granodiorite and granodiorite porphyry; 15-Middle Devonian Tastobynsky intrusion complex, granite porphyry (ࢢʌ), granodiorite porphyry ( ࢢįʌ), granosyenite porphyry ( ࢢȟʌ), fine-grained granite ( ࢢ ;(16-Devonian Davletbaysky complex of subvolcanic andesite porphyrite (Įʌ?EDVDOWSRUSK\ULWHȕʌ

Cenozoic Formations

Cenozoic lithological units are widely distributed over the area filling submontane troughs, shallow depressions and valleys and include Earlier-Middle Paleogene, Neogene, and Quaternary systems.

Paleogene deposits are filling a trough-like Ergenektin depression along the north-eastern boundary of the licence. The eastern boundary of the trough is a prominent ledge in relief which rises over the lowlands located to the west on 50-70 m. This step corresponds to Ergenektin oblique slip-fault. Paleogene deposits are represented by continual molasse (sands, clay, gravel, and pebble beds). Paleogene deposits can be 50-70 m thick and are represented by transported material (Figure 7-4).

Miocene and Pliocene deposits are represented by molasse sediments as clay (dominant), sand and gravel beds with high amount of gypsum. Middle-Upper quaternary sediments are represented by clay, clayey loam, sandy loam, sandy clay, and loam. Upper Quarternary and modern deposis consists of eolian sand, gravel and pebble beds, loamy clay, and sandy clay.

Notes: 1-modern sand, pebble beds, clayey loam; 2- Upper Quaternary clayey loam, sandy clay, rock debris; 3-Middle-Upper Quaternary clayey loam, sandy loam, diluvial loam; 4-Upper Miocene-Lower Pliocene red-brown sandy clay with sand lenses; 5-Lower-Middle Miocene, grey-green clay with sand lenses; 6-Paleozoic basement rocks; 7-Upper Oligocene quartz coarse sand, pebble beds; 8-Paleocene-Eocene pebble beds, unsorted sand; 9-Mesozoic weathered crust over Paleozoic rocks.

Magmatic Complexes

Tastobinsky complex of small intrusion (D2 ts)

Middle Devonian Tastobinsky complex is represented by dykes and sills of different phases or multiphase stocks including granosyenite porphyry, granite porphyry, granodiorite porphyry. The intrusives are mainly developed within the Ordovician sedimentary complexes in the northwestern part of the licence. According to historical reports a number of gold occurrences within the region are controlled by Devonian porphyry intrusions of Tastobinsky complex, including Zhaksy gold occurrence.

Kyzylzhartassky complex (D2 kz)

Middle Devonian Kyzylzhartassky complex is represented by stocks of gabbro, gabbrodiorite, granodiorite, granite and granite porphyry and has limited distribution within the licence area, occurring in its northwestern part and within Ergenektin regional fault zone, along the northeastern border of the licence. Most gold occurrences in the region are associated with the Kyzylzhartassky complex. The latter phase of the complex is represented by granite veins within the intrusives which reveal a gradual transition with host granodiorite and granite porphyry.

Betpakdalinsky complex (D2)

The complex is represented by subvolcanic rhyolite and rhyodacite porphyry occurring as dykes, sills and tectonic blocks within the Ergenenktin fault zone. The intrusives strik in northwestern direction concordant with main structure, revealing magmatic or tectonic contacts with host Lower Devonian Koktasskaya volcano-terrigenous suite. The intrusives have elongated shape, forming bodies up to 5-6 km in length and 0.2-1.2 in width.

7.3.2 Mineralisation

According to historical reports the licence area contains 6 gold occurrences Novoe, Southern Shabdar, Uzuntas, and a group of Eshkilitau occurrences I, II and III, and 7 mineralisation points. The occurrences consist of mineralised quartz veins or vein zones and were studied during historical exploration by geological mapping, trenches and/or prospecting shafts. Mineralisation points were characterized by limited sampling as a few grab or rock chip samples.

Figure 7-5: Main lineaments and geological complexes of Licence 774-EL

Notes: Numbers in circles ± 1-Uzuntas syncline, 2-Ergenektin shear (fault) zone, 3-Malain syncline, 4-Tastobin syncline, 5- Ergebulak anticline. Yellow dots ± occurrences (large dots) and mineralisation points (small dots)

Eshkilitau group of gold occurrences

Eshkilitau group of occurrences includes Eshkilitau I, II and III gold occurrences, related to quartz veins Upper Ordovician sedimentary rocks of Kuyandinskaya suite. The suite consists of conglomerate and sandstone with siltstone and schist interbeds. The rocks are folded into recumbent folds or narrow linear folds with steep or subvertical dip of the fold limbs. The Ordovician rocks had been significantly weathered during Mesozoic and Cenozoic time and altered to a weathered crust that can be up to a few tens of meters thick. Gold grades in quartz veins usually do not exceed 3 g/t Au. The Eshkilitau occurrences are controlled by side faults of the Ergenektin regional fault and forms a northwest striking trend with Altynsai gold deposit in the south. Thus proved total length of the trend is about 10 km. In the text of the report (Kataev et al., 1983) Eshkilitau occurrences are described as singular veins (or main veins), which is not supported by geological maps from the same report where systems of veins are apparent. The description below is made based on geological maps (where possible) with contribution from the text of the report.

Eshkilitau-I

Eshkilitau-I gold occurrence is represented by a series of short veins, 20-30 m in length (average), 0.3-0.8 m thick in Ordovician conglomerates of Kuyandinskaya suite. Some veins were traced 150 m along the strike. The occurrence was studied by 8 trenches totalling 146 channel and grab samples. Gold grades in samples do not exceed 3 g/t Au.

Eshkilitau-II

The occurrence is represented by a series of subvertical quartz veins of northwest and east-west orientation. The length of the individual veins varies within 100-300 m with the thickness of 0.3- 0.5 m (up to 2 m). The east-west oriented vein bifurcates, making a horsetail vein system (Figure 7-6). The occurrence was studied by 55 trenches and 7 prospecting shafts, totalling about 1000 grab and channel samples. The gold grades in samples vary from 0.1 to 2.0 g/t Au. Two samples collected from the bending part of the vein returned 168.0 and 200.8 g/t Au.

Figure 7-6: Eshkilitau-II gold occurrence

Notes: QIV ± modern alluvial deposits; QIII ±clayey loam, sandy clay, rock debris; O3 ± Upper Ordovician conglomerates

Eshkilitau-III

The occurrence is represented by a main vein, 0.3-1.0 m thick, traced for 1000 m in northwestern direction (Figure 7-7) and smaller vein, 0.3-0.5 m thick, traced for 250 m located northeast from the main vein (not shown in Figure 7-7). The main vein dips southwest 290-300° at angle 45-50°. Dip and strike of the smaller vein is not mentioned in the report. The veins were explored by 14 trenches. A total of 273 of channel and grab samples were collected and analysed for Au by Auspectometric and Fire Assay methods. Gold grades in quartz veins varies from 0.2 to 3.0 g/t Au, host rocks along the vein contacts contain low gold grades (0.01-0.5 g/t Au).

Figure 7-7: Eshkilitau-III gold occurrence

Notes: Small dots± modern alluvial deposits; Large dots ± Upper Ordovician conglomerates

Novoe

Novoe gold occurrence is located in the hinge zone of anticline formed by Upper Ordovician sandstone sequence. The hinge zone is broken by a series of faults striking northeast and intruded by a sill of granodiorite-diorite porphyry of the Middle Devonian Tastobinsky complex. The thickness of the sill varies from 20 to 150 m.

Gold mineralisation is associated with veins and veinlets of quartz-ankerite composition containing disseminated pyrite, chalcopyrite, arsenopyrite, galena and free gold. The sizes of gold nuggets reach 0.4-1.0 cm across. Gold content of the vein zones were reported as 0.5-5.6 g/t Au. (Volobuev, Nurpeisova, 1980). Grab samples were determined as high as 1214 and 4,484 g/t Au while in channel samples across the mineralised zones gold grades vary from 0.3 to 20.5 g/t Au (Koshkin et al., 2000). Host rocks were subjected to beresite alteration.

The occurrence was studied only from the surface by trenches and was considered as highly prospective. Inferred resources in P2 category were estimated at 0.4 tons of Au (Koshkin et al., 2000).

Southern Shabdar

Southern Shabdar gold occurrence is located within a depression related to Ergenektin regional fault zone. The occurrence was discovered during regional gold prospecting (Kushnerenko et al., 1994) and is related to gold bearing weathering material with fresh rocks below. There is no original description, coordinates and data available on the occurrence and the information below is taken from a regional map and review of Koshkin et al. (2000). Gold bearing weathered crust on Ordovician sedimentary sequence occurs within an area of approximately 700x400 m. The depth to mineralisation varies between 20-45 m and the total thickness of the weathered crust is from 30 to 80 m deep. The thickness of the mineralised crust is 4 m on average and can be up to 15 m. Average gold grades vary from 2.0 to 8.0 g/t Au with a maximum of 32 g/t Au. Most of the gold is fine free gold and nuggets can reach up to 1.4 mm across. There are four mineralised bodies recognized: Northern, Central, Southern and South-Western. The drilling programme allowed authors to estimate gold resources of the mineralised weathered crust in P1 category at 4.8 tons of gold.

The hard rock mineralisation is related to granodiorite porphyry stock below the weathered crust. Mineralisation is located in intrusive stocks and in Middle Ordovician sedimentary rocks along the contact. Sedimentary rocks contain organic matter. There are two mineralised zones; the upper and lower, each about 200x400 m in size. Gold mineralisation is associated with disseminated sulphides and quartz-sulphide stockwork. The average thickness of upper and lower zones was reported as 9.8 and 4.1 m with the average gold grade 2.35 and 1.7 g/t Au respectively. The highest gold grade in the upper zone was reported as 59.8 g/t Au, in lower zone ± 4.4 g/t Au. The veining mineralised zones were subjected to beresite and propylitic alteration. The beresite alteration is developed in the central part of the mineralised zones and represented by quartzalbite-muscovite-sericite-carbonate-chlorite association. Propylitic alteration containing quartzepidote-albite-zoisite-chlorite association occurs on the flanks of the mineralised zones. The depth to the upper mineralised zone varies within 80-90 m. Sulphide mineralisation is represented by pyrite and arsenopyrite, with minor amounts of chalcopyrite, pyrrhotite, marcasite, petzite, gersdorffite. In some locations quartz veins and veinlets contain Au-Ag mineralisation with galena and chalcopyrite.

Total gold resources in hard rock were estimated in 6 tons of gold in P1 category and 15 tons in P2 category (less confidence) (Kushnerenko et al., 1994).

Uzuntas

Uzuntas gold occurrence is related to northwest striking Ergenektin fault zone and accompanied side faults of different orientation. At site a stock of Middle Devonian gabbro-diorite (Kyzylzhartassky complex) intruded Upper Ordovician terrigenous rocks (Kuyandinskaya suite) and andesite porphyry of Middle Devonian (Koktasskaya suite). Ordovician sediments are folded into a narrow isoclinal fold with steep (up to vertical) dipping limbs. Lower Devonian andesite porphyry overlap with unconformity the underlying terrigenous rocks forming a brachysyncline fold with limbs dipping at 40-50°. These geological units are cut by numerous dykes of Middle-Late Devonian granite porphyry and by northwest and east-west striking schistosity zones and oblique-slip faults. The schistosity zones contain numerous quartz veins of west-northwest strike (280-310°).

According to Kataev and Zinchenko (1984) three different types of quartz veins were recognized with one type containing gold mineralisation. Prospectivity of two other types of quartz veins is not clear. Gold-bearing quartz veins reveal steeply dipping and are formed by white and greyish quartz containing disseminated pyrite, chalcopyrite, sphalerite, malachite, chalcocite and limonite. The veins are up to 500 m in length, 0.2-1.0 m thick and up to 10-15 m in bulges. The main vein located in schistose gabbro, 450 m in length, was studied by 4 trenches (Bitsura, 1981). The best

intersection was 29.6 g/t Au@ 2.9 m, while other channel samples returned 0.02-1.5 g/t Au. Another short vein, 60 m in length, 2.1 m thick is located 280 m south from the main vein. Grab samples from this vein returned up to 17.8 g/t Au, while only up to 0.2 g/t Au was reported from the channel samples. Elevated gold grades 0.2-0.8 g/t Au were identified in host altered gabbro along the contact with vein. According to Kataev and Zinchenko (1984), three mineralised quartz veins were identified in Uzuntas occurrence based on this results: 29.6 g/t Au@ 2.9 m; 0.2 g/t [email protected] m; 0.4 g/t [email protected] m; 0.2 g/t Au@ 0.98 m and 0.1 g/t [email protected] m. Prognostic resources of gold in P2 category of the Uzuntas occurrence were estimated in 1135.7 kg Au (Kataev, Zinchenko et al., 1983).

7.3.3 Project History

According to information reviewed by SRK ES, the Licence area has not been granted to any private exploration/mining company, except part of the Licence area granted to TOO "StroyNedroServiceSKZ in October 2019 as 14-GIN licence for Geological Study (Chapter 9.1). SRK ES is not aware of any mining performed within the Project area. All exploration described in Chapter 7.3.4 was related to State geological programmes (mapping, prospecting).

7.3.4 Historical Exploration

The licence area was subjected to several geological, geophysical and hydrogeological studies at scale 1:200,000 and 1:50,000. Two gold deposits discovered during early exploration Zhaksy and Altynsai are cut from the licence. According to open sources this area has been never granted to any exploration/mining company.

Early Regional Reconnaissance, 1920-1950th

Regional geological prospecting and exploration started in the region in 1927 (Yakovlev, 1927) which was a part of USSR Middle Asia geological mapping programme. This work was completed in 1937 by publishing a geological map at scale 1:1,000,000. In 1945-1948 All-Union Aerogeological trust performed geological mapping at scale 1:1,000,000 and prepared geological map of the sheet L-42 (Borsuk, 1948).

Geological Mapping at Scale 1:200,000

In 1948-1953 Andessaiskaya Team performed exploration of the region and prepared geological and geomorphological maps and a map of Cenozoic sediments at scale 1:200,000. In 1950 the neighbouring area (L-42-XVIII) was covered by geological survey at scale 1:200,000 performed by the Institute of Geological Sciences of the Academy of Sciences of the USSR.

The first mineral discovery within the licence area was the Altynsai gold occurrences which was made in 1952 by the Dzhamantasskaya Expedition (Zharin et al., 1952) during the geological prospecting at scale 1:200,000 and 1:50,000.

In the middle of 1950¶VVSEGEI (All-Union Geological Institute, Leningrad) prospected the area for piezo-optic raw material (Zakharchenko et al., 1956) which had no success.

A new phase of geological studies of the region started in the end of 1960¶V In 1969 Akhmetova and Berkaliev suggested stratigraphic divisions of Ordovician rocks based on fossil remains. First high standard geological maps for the sheets L-42-XI and L-42-XVII at scale 1:200,000 were completed in 1972 and 1979 respectively (Triphan et al., 1972 and Dobrynin et al., 1979). During detailed metallogenic study and geological appraisal at scale 1:200,000 performed by VSEGEI in 1974-1977 a number of new gold occurrences were discovered, including Zhaksy, Eshkilitau I, II, III and Uzuntas (Alperovich et al., 1977). Two gold occurrences, Altynsai and Dzhaksy controlled by Altynsai structural zone were explored in 1977-81 and 1980-83 respectively by Balkhash Expedition (Bitsura and Sushkov, 1981; 1983).

Geological and Associated Surveys at Scale 1:50 000 and larger

A gHRORJLFDOVXUYH\DWVFDOHZDVSHUIRUPHGE.DWDHY¶WHDPLQ-1983 covering the northern part of the Chu-Ili ore belt including the licence area (Kataev et al., 1983, Report 35676). The survey included standard complex methods: geological mapping, geochemical soil sampling, gravimetric and magnetic surveys, ground and vehicle-borne radiometric survey, hydrogeological, structural and metallogenic studies. More detail geological and geophysical studies at scale 1:10,000 accompanied by trenching were performed over the earlier discovered gold deposits and occurrences within the licence, including Zhaksy, Altynsai, Eshkilitau (I, II and III) and Uzuntas. In addition to this an overburden fence core drilling totalling 9,215 m was performed to map the lithology and thickness of unconsolidated Cenozoic overburden and depth to the Paleozoic basement and investigate the nature of geophysical anomalies. Some 20-25% of the drilling was performed within the licence area. In some locations the drilling was accompanied by prospecting shafts along drilling profiles to check the presence of mineralisation in loose sediments and Paleozoic weathered crust. Soil geochemical sampling at grid 500x50 m was performed over the whole survey area followed by semiquantitative spectral analysis (Pb, Cu, Zn, As, Ni, Ba, Co, Cr, Mo, Be, Ba, Mn, Ni, Sb, As, Ag, Bi, W).

The overburden drilling results are shown on the fact maps in different format and on and cross sections and can include:

the depth of the next lithological unit below the Quaternary cover and/or
the depth of Paleozoic hard rock or
the depth of drill hole.

In the final report the following conclusions were made related to mineralisation and overburden:

only 10% of the territory contains outcrops, while about 11.4% is covered by Cenozoic unconsolidated sediments and 78.6% of the territory is weathered crust over the Paleozoic rocks;
the thickness of Cenozoic sediments within the valleys, basins and depressions filled with sediments varies from 0 m to 2-4 m. Thickness of the weathered crust over the Paleozoic ricks can reach 70-90 m;
gold mineralisation in the territory is related to quartz-pyrite (±arsenopyrite) veins mainly located in Middle-Lower Ordovician Kuyandinskaya suite and in lower extent in Koktasskaya volcanogenic-sedimentary suites of Lower Devonian age;
about 90% of gold mineralisation is located in a distance less than 2 km from D1 andesitebasal Kyzylzhartassky complex (sills, stocks and dykes) controlled by NW striking Uzuntas-Ergenektin system of faults, NE faults and their interbedding; so sedimentary rocks along the

contact of the Devonian intrusives have high potential to host gold mineralisation in the form of concordant and cutting quartz veins and stockwork zones;

the thickness of beresite and propylitic alteration along the mineralised quartz veins does not exceed 5 m;
geochemical halos of element pathfinders to gold mineralisation include Ba, Mo, Bi, Cu, Zn, Pb, Ag and Sb;
gold bearing veining and stockwork zones were not confirmed by geophysical methods which is related to low contrast between mineralised and nonmineralized rocks.

Geophysical Studies 1952-1981

Regional airborne geophysical study was performed in 1952 by Aeromagnetic Expedition of Western Siberian Geophysical Trust. During the succeeding years a number of geophysical studies covers the licence area, including:

Magnetic survey over Altynsai gold occurrence (Kaneev, 1956);
Airborne magnetic and gamma-spectrometric surveys at scale 1:25,000 over the sheet L-42-46 by VIGR Aeroteam (Bazhenov, 1966)
Ground magnetic survey at scale 1:50,000 made in 1967 by Agadyrskaya Geophysical Expedition (Akylbekov, 1967); Gravimetric survey of the territory in 1968-1969 by Zheskazganskaya Geophysical Expedition;
Airborne magnetic and gamma-spectrometric survey over the licence area made in the early 1980s by Nevskaya Expedition (Leningrad);
Ground gravimetric survey on the grid 500x250 m and magnetic survey at grid 500x25 m by Agadyrskaya Expedition.

In 1979-1981 Southern Kazakhstan geological-geophysical expedition reviewed results of geophysical surveys conducted in previous years and outlined geophysical anomalies which can be prospective for metals (Cu, Pb, Zn, Mo, Sn, W, Au, Ag). Highly prospective airborne magnetic, gravimetric and electric anomalies were included to the catalogue and recommended for follow-up exploration.

Gold Prospecting in the 199¶s

According to Koshkin (2000) gold prospecting in early 199¶V was performed by geological enterprise Stepgeologia, with head office in Astana (Nursultan). Exploration Team led by V.K. Kushnerenko and M.S. Rafailovich (Kushnerenko et al., 1994) prospected the northern part of Shabdar-Ergenektin structural metallogenic zone of Dzhalair-Naimansky synclinorium, which included the northern part of the licence area, however, exact boundaries of the studied area are unknown. SRK has not obtained any data from this report and all information about this programme is taken from a summary of Koshkin with colleagues (2000). The prospecting work included:

182 shallow prospecting drill holes (totalling 9,223 m);
11 confirmation drill holes (568 m) over the known occurrences/anomalies;

139

7 structural drill holes (1,877 m).

The programme was accompanied by significant amount of sampling, including lithogeochimical (rocks) sampling (5,325 samples), core sampling (1,123 samples) and heavy concentrate sampling (1,230 samples). SRK understood that during this work a number of new gold occurrences in weathered crust and hard rock below the crust and loose sediments were discovered, including Southern Shabdar gold occurrence, however it is not clear what volume of drilling and sampling was assigned to the licence area. According to the authors¶LQWHUSUHWDWLRQWKH6RXWKHUQ6KDEGDU and Uzuntas gold occurrences are forming Shabdar-Uzuntas ore field, controlled by Ergenektin regional fault zone.

Geological Appraisal at Scale 1:200,000

Review and analysis of geology and metallogeny of the sheets L-42-XVII and L-42-XVIII was performed in late 199¶V E\WKH.D]DNK6WDWH,QVWLWXWHRI0LQHUDO5HVRXUFHV³.D],06´?.RVKNLQHW al., 2020). These studies aimed to clarify the geology (stratigraphy, tectonics, and mineralisation) and prepare two maps for the State. Due to limited financing, the amount of field work was significantly reduced, and the project became a desktop study, describing in detail, historical exploration results.

7.3.5 Historical MRE

Both Altynsai and Zhaksy deposits are removed from the licence area and so no historical MRE can be applied to the area of interest.

7.3.6 Historical Production

There was no historical production within limits of the licence.

7.3.7 DVK Exploration

No DVK exploration has been performed to date.

7.4 Project Dalny (Exploration Licence 670-El)

7.4.1 Property Geology

The property is composed by Paleozoic and Cenozoic sequences (Figure 7-8).

Paleozoic Era

Paleozoic rocks included Cambrian, Ordovician and Devonian suites. The age of some suites is controversial and more recent geological interpretation is included. The suites reveal tectonic contacts and/or angular unconformity and are described below.

Middle-Upper Cambrian Aschisuiskaya suite (ȯ2-3 ach) crops out in the southeastern part of the Licence area, where it forms a small tectonic block. According to the latest geological interpretation (Frolov, 1991), the suite belongs to the Middle-Upper Cambrian ophiolite complex. It is composed of spilite, diabase, lava and tuff horizons, conglomerate with minor amount of jasper, siliceous

shale, siliceous dolomites and limestones, quartz-sericite and chlorite-sericite schist. The thickness of the suite is estimated at 450 m.

Upper Cambrian Sulusaiskaya suite (ȯ3 sl) was mapped in the eastern part of the Licence (Feklistov et al., 1984). It is composed of volcanogenic sedimentary rocks, metamorphosed under greenschist facies, including conglomerate, gravelstone, sandstone and siltsone. The rocks are sheared and often transformed into schist of different composition, as epidote-chlorite-albite schists, quartz-carbonate-mica, albite-biotite-chlorite, quartz-carbonate-chlorite and others.

Upper Cambrian Dzhambul suite (ȯ3 db) is widespread within the Licence, occurring in its southwestern part. The suite is composed of poorly sorted quartz and quartz-feldspar sandstone with interbeds and lenses of clayey schist, carbon-rich silicic rock, and jasper-lined red coloured beds, siltstone and quartzite. Thickness of the suite is estimated as 2,000-2,500 m.

Lower Ordovician Akzhalskaya suite (O1 az) was mapped near the Sarybulak well spring as small synclinal structure (Salin and Kichman, 1967). It is composed of light grey coarse-grained quartz sandstone followed by dark grey foliated limestone and amygdaloid basalts and andesite porphyrites and basalt tuff.

Middle Ordovician Baigarin suite (O2 bg) consists of quartz-feldspar sandstone, followed by polymictic sandstone and calcareous sandstone with interbeds of siltstone, banded limestone and clayey schist. The total thickness of the undivided deposits is 900 meters.

Upper Ordovician Anderekanskaya suite ɈDQ?KDVOLPLWHGGLVWULEXWLRQZLWKLQWKH/LFHQFHDUHD composing narrow elongated tectonic blocks of northwest strike (Feklistov et al., 1984). It is represented by conglomerate, siltstone, greyish-green sandstone of various grain size and rare limestone lenses. The thickness of the suite does not exceed 1,000 m.

Upper Ordovician Dulankarinskaya suite (O3 dl). The suite is relatively widespread within the Licence area. It forms large tectonic blocks of northwest orientation in accordance with the strike of the Jalair-Naiman zone (Feklistov et al., 1984). It is mainly composed by sandstone, greenish-grey or dark grey with interbeds of siltstone and rare interbeds of conglomerate and limestone. The total thickness of the suite is 1,000 m.

Lower Devonian Koktasskaya volcano-terrigenous suite (D1-2 kt) is mapped along the northeast flank of the Licence area. The suite is composed of Lower and Upper units with a total thickness up to 1,500-2,200 m. The Lower unit (D1-2 kt1) includes dark green, greyish-lilac, brownish-grey basalt andesibasalt, and andesite porphyry with rear interbeds of red conglomerate, gravelstone and sandstone. The uppermost part of the formation contains red-brown sandstone and gravelstone.

The upper unit starts with coarse-grained red-brown sandstone followed by poorly sorted red sandstone with interbeds of light green and bluish grey tuff and tuffite. The section of the subformation is variable. In some location interbeds of quartz porphyry and quartz-feldspar sandstone were mapped.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6COVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Geology of Apmintas and Dalny Projects (exploration licences 670-EL and 774-EL)

Figure 7-8: Geological map at scale 1:200,000 of Licence 670-EL

Notes: Legend will be added: 1-Modern Quaternary clay, sand, pebbles; 2-Lower-Middle Miocene Andasayskaya suite, basal breccia, conglomerate, limestone, marl, clay; 3-Lower-Middle Devonian Koktasskaya suite - red sandstone, siltstone, mudstone, andesite porphyrite, basalt porphyrite, dacite, tuff; 4-Upper Ordovician Anderesanskaya suite - sandstone, siltstone, shale, lenses of limestone, conglomerate; 5-Upper Ordovician Dulancarinskaya suite - conglomerate, sandstone, siltstone, lenses of limestone; 6-Middle Ordovician Bygareenskaya suite - sandstone, siltstone, limestone, conglomerate; 7-Upper Cambrian Sulusayskaja suite - shale, cherty slate, carbonaceous shale, greenschist, porphyrite, microquartzite; 8-Upper Cambrian Djzambuskaja suite - sandstone, siltstone, shale, gravelstone, microquartzite, dolomite; 9- Vendian-Lower Cambrian Ashcisuyskaya suite - basalt porphyrite, diabase, spilite, lenses of jasper-quartzite, dolomite, cherty-mica schists

Cenozoic Era

Neogene system (N)

Andasaiskaya Suite (N1 an) was mapped along the root of the Chu-Ili Mountains, along the east boundary of the Licence (Salin and Kichman, 1976). The suite is composed of red-brown clay with abundant inclusions of coarse sand and pebble. It is overlapped by Quaternary deposits and is usually exposed on the sides of ephemeral streams. The apparent thickness of Andasaiskaya Suite is some 12 m.

Ili Suite (N2 il) occurs on the weathered surface of the Paleozoic deposits and overlap Neogene Andasay suite (Salin and Kichman, 1976) and also occurs in the form of erosional remnants. The suite starts with a layer of rubble, weakly cemented conglomerates which is followed by pale yellow, grey, light grey loam with inclusions of gravel (<5 cm). The upper part of the suite is washed out and overlapped by Quaternary deposits. The apparent thickness of the formation deposit is 2.5- 3.0 m.

Quaternary system (QIV)

The modern deposits are found in the bottom of ephemeral streams and slope deposits (deluvium). The deposits are represented by alluvial pebble, sand, clay, and gravel. Deluvium is composed of argillaceous-sandy deposits.

Magmatic Complexes

Early Cambrian Ophiolite Complex (ࢼ-Ȟȯ1) is represented by a wide range of rocks, including lenses and blocks of peridotite, gabbro, gabbro diorite, gabbro amphibolite, pyroxenite, diorite, plagiogranite. The blocks and lenses are usually hosted by Aschisuiskala suite (Salin and Kichman, 1967) forming tectonic mélange. The sizes of boudines and lenses varies from 3x10 m to 150x1,000 m. It is generally accepted that ophiolites occur within horst structure, controlled by a series of northwest striking faults, which are interpreted as reverse strike-slip faults, thrust.

0LGGOH'HYRQLDQVXEYROFDQLFDFLGLQWUXVLRQVȜʌ'2) are widespread within the Licence area, forming linear bodies oriented in accordance with regional northwest strike of geological complexes and are controlled by faults of the same orientation. Some intrusions have east-west orientation. The intrusions are represented by rhyolite-porphyry and rhyolitic-dacite porphyry of pink, lilac-grey or light grey colour. The rocks are altered with propylitic, sericitic, silicic, pyrite alteration as most common types.

Middle Devonian, subvolcanic undefined complex is composed of stocks of granodiorite (ࢢį'?, dykes and sills of GLDEDVHSRUSK\ULWHȕȝ'?and lamprophire occur among sedimentary formations. The intrusive can have an elongated or sickle shape and mainly occur along northeast edge of the Licence area.

7.4.2 Mineralisation

According to historical reports, the licence contains two groups of Au occurrences and six individual occurrences listed below and identified in Figure 7-8.

\$&203(7(173(5621¶65(3ORT ON THE ASSETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Geology of Apmintas and Dalny Projects (exploration licences 670-EL and 774-EL)

Alatagyl group of occurrences (Au), including Alatagyl North and Alatagyl (Central Zone, Northern Zone, Western Zone)
Zhenis group of occurrences (Au), including Zhenis, Koizharylgan, Suuksaiskoe, Rodnik, Sornoe
Zharylgan
Sornoe
South-Tarlanat
Kopkaty
Zhideli (Cu, Au)
Maijarylgan (Cu, Au)

There is limited information on the occurrences in available historical reports and the description below is taken from reports and geological, geochemical and geophysical maps.

Alatagyl Group of Gold Occurrences

The Alatagyl group including Alatagyl North and Alatagyl gold occurrences, is related to goldbearing quartz veining zones, hosted by sandstone, siltstone and shale of Upper Ordovician Dulankarinskaya suite. The occurrences are located in the northeast part of the licence and were discovered in 1965 by the South Balkhash Team (Salin, Kichman, 1967).

At the Alatagyl North occurrence, north-south and east-west striking quartz veining zones are located in the contact of a felsite stock (Salin and Kichman, 1967). The stock is about 1,300x700 m across and presumably occurs in the hinge zone of the anticlinal fold (Chernykh et al., 1986). Host sedimentary rocks around the stock were subjected to sericitization, carbonatization, and silicification. The width of the alteration zone is 50-200 m. At the occurrence, a large gold soil anomaly is noted (Feklistov et al., 1986). Veining zones and host rocks at the contact contain disseminated pyrite, arsenopyrite and fine gold. In 1966, total of 5,000 rock chip samples over a grid of 50x10 m and 108 channel samples were collected. In rock chip samples gold grades varied from 0.03 to 10.0 g/t Au. In 53 channel samples, the gold grade was within 0.1-5.6 g/t Au. The host rock along the veining zones were subjected to beresite alteration (quartz, sericite, carbonate, chlorite). Information on mineralised intersections from the drilling and trenching is summarised in Table 2-1.

Figure 7-9: Geology of Alatagyl North gold occurrence

Notes: Legend: 1-moden loose sediments gravel, sand, loam, sandy loam; 2-Lower-Middle Devonian Koktas suite sandstone, siltstone, mudstone; 3-Uppre Ordovician Dulankarin suite, green and dark grey sandstone, siltstone, conglomerate, limestone; 4-Middle Devonian intrusive complex - felsite; 5-Lower-Middle Devonian andesibasalt porphyrites; 6-9 soil anomalies - 6-Au (>0.01 g/t), 7-As (>0.004%), 8-Bi (>0.0002%), 9-W(>0.0004%); 10-anomalies of induced polarisation (IP). 10-sandstone; 11-siltstone; 12-fillite, siltstone; 13-silicic, sericite, carbonate alteration; 14-breccia zones with pyrite; 15-quartz veins and veining zones; 16-trenches and prospecting shafts; 17-air blast and diamond core drill holes; 18 drill holes and trenches performed prior to 1975. Black rectangle ± area visited by SRK ES, including drill holes C-10, C-15 and trench K-11 that crossed mineralisation (see Table 7 2 and Chapter 5.3 for details).

Mineralisation intersections from historical trenches and drill holes of Alatagyl North are included below:

Drill Hole/Trench number From (m)		To (m)	Length (m)	Au (m)	Ag (m)
DRILL HOLES
C-1	10.0	12.5	2.5	1.1	1.4
-	12.5	15.0	2.5	0.5	0.4
-	15.0	19.0	4.0	2.1	2.3
-	20.0	22.0	2.0	2.0	0.8
ɋ-2	32.4	34.0	1.6	1.9	0.8

Table 7-2: Historical mineralised intersections at Alatagyl North (more than 0.5g/ Au)

Drill Hole/Trench number From (m)		To (m)	Length (m)	Au (m)	Ag (m)
-	36.2	38.0	1.8	3.3	1.4
-	41.5	43.0	1.5	0.9	2.1
ɋ-3	0.0	4.5	4.5	1.4	0.2
C-5	156.0	158.0	2.0	1.2	1.5
-	202.0	203.0	1.0	0.5	0.6
C-7	139.4	140.5	1.1	2.1	3.0
C-11	17.0	19.5	2.5	1.3	0.2
-	36.0	37.0	1.0	1.1	0.6
-	82.8	84.5	1.7	1.4	0.4
C-13	91.0	93.7	2.7	1.2	0.8
C-14	2.0	4.0	2.0	1.3	0.1
-	6.0	8.0	2.0	1.4	0.1
-	31.0	32.0	1.0	1.3	0.1
-	40.0	42.0	2.0	1.0	0.8
C-15	1.0	3.0	2.0	0.5	0.1
-	3.0	5.0	2.0	2.1	0.9
-	13.0	28.0	15.0	1.1	0.8
-	34.0	37.0	3.0	1.0	1.5
-	40.0	41.0	1.0	0.5	0.4
C-16	37.0	38.5	1.5	1.2	1.3
-	44.0	47.4	3.4	1.2	0.9
ɋ-20	0.0	2.0	2.0	1.1	1.5
-	16.0	17.0	1.0	2.7	0.9
ɋ-21	0.0	16.0	16.0	1.0	0.3
ɋ-27	8.0	9.0	1.0	1.0	0.1
ɋ-28	35.0	39.0	4.0	2.3	6.0
-	39.0	40.0	1.0	0.4	1.7
ɋ-29	0.0	3.0	3.0	1.1	0.2
-	31.0	33.0	2.0	1.7	2.5
ɋ-30	6.0	8.0	2.0	1.4	2.7
-	18.0	19.0	1.0	1.2	1.4
ɋ-31	11.0	12.0	1.0	1.0	1.2
ɋ-32	8.0	10.0	2.0	1.3	0.1
ɋ-125	0.4	19.4	19.0	1.0	1.0
C-139	1.0	3.0	2.0	1.0	1.9
-	3.0	6.0	3.0	0.5	1.0
-	14.0	16.0	2.0	1.6	1.5
-	20.0	22.0	2.0	0.5	1.5
-	22.0	26.0	4.0	1.9	0.8

Drill Hole/Trench number From (m)		To (m)	Length (m)	Au (m)	Ag (m)
C-138	1.0	3.0	2.0	1.1	1.0
C-136	0.0	2.0	2.0	1.0	1.5
-	6.0	9.0	3.0	2.0	1.3
-	9.0	17.0	8.0	0.5	1.3
C-135	16.0	19.0	3.0	1.1	1.8
-	25.0	26.0	1.0	1.3	2.3
-	26.0	27.0	1.0	5.4	2.7
-	27.0	29.0	2.0	2.3	2.3
C-134	14.0	15.0	1.0	1.0	0.1
-	19.0	21.0	2.0	5.8	3.8
ɋ-130	17.0	21.0	4.0	0.5	1.4
-	42.0	43.0	1.0	3.5	5.1
-	43.0	44.0	1.0	16.8	17.0
-	44.0	45.0	1.0	0.6	2.7
TRENCHES
K-1	100.0	102.0	2.0	0.6	0.8
-	102.0	102.8	0.8	1.0	1.9
-	116.0	117.0	1.0	1.6	0.8
-	118.5	118.6	0.1	1.1	2.5
K-2	85.4	88.0	2.6	1.8	1.3
-	91.0	93.0	2.0	1.1	2.0
-	95.0	98.0	3.0	1.6	1.1
-	100.3	101.0	0.7	1.0	1.7
K-4	8.0	9.0	1.0	0.5	0.1
-	9.0	11.5	2.5	2.6	1.4
-	11.5	12.6	1.1	5.1	1.3
-	12.6	14.0	1.4	1.0	1.5
K-5	129.3	130.2	0.9	3.0	1.0
-	130.2	130.3	0.1	5.0	0.2
-	130.3	131.5	1.2	1.0	1.0
K-14	8.5	12.0	3.5	2.4	1.1
-	14.0	17.0	3.0	2.0	1.9
-	86.0	87.0	1.0	1.4	0.8
-	96.0	98.0	2.0	1.0	0.4
K-19	18.0	26.0	8.0	1.7	1.4
-	27.0	28.1	1.1	0.5	0.8
-	28.1	31.6	3.5	1.6	0.2
-	33.5	38.0	4.5	1.4	1.2
-	39.2	41.0	1.8	1.0	1.4

Drill Hole/Trench number From (m)		To (m)	Length (m)	Au (m)	Ag (m)
-	54.2	55.0	0.8	0.7	0.7
-	57.0	58.0	1.0	1.0	0.1
-	63.7	64.2	0.5	1.1	1.0
Ʉ-21	12.5	14.0	1.5	0.6	0.6
-	14.0	15.0	1.0	5.6	0.3
K-22	9.9	11.0	1.1	1.5	1.0
-	13.0	15.0	2.0	1.3	0.7
-	15.8	16.4	0.6	2.1	2.3
-	16.4	19.0	2.6	0.5	0.3
-	19.9	26.2	6.3	1.3	1.0
-	38.3	41.0	2.7	1.7	1.4
K-23	5.0	5.7	0.7	1.6	0.1
-	11.0	12.0	1.0	0.6	0.6
-	12.0	15.0	3.0	1.6	2.0
-	22.3	23.5	1.2	1.3	0.5
K-24	5.8	6.5	0.7	0.5	0.5
-	6.5	8.0	1.5	1.8	0.8
K-47	802.0	803.2	1.2	1.5	0.8
-	820.9	824.3	3.4	2.0	0.8
K-70	3.0	3.7	0.7	1.6	1.5
-	5.0	5.8	0.8	1.1	0.7
K-71	7.6	10.8	3.2	1.8	0.7
-	11.5	12.9	1.4	1.8	1.0
-	12.9	15.6	2.7	0.6	0.5
K-72	9.0	9.6	0.6	0.5	0.6
-	9.6	12.1	2.5	2.6	1.5
K-73	13.1	14.0	0.9	2.6	1.5
K-75	21.5	24.8	3.3	1.1	1.0
C-145	16.0	20.0	4.0	2.5	2.3

The gold content in soil samples reaches 0.8 g/t Au.

The Alatagyl gold occurrence is located 2.4 km southwest of Alatagyl North. The occurrence is confined to the hinge zone of an anticlinal fold that was intruded by Middle Devonian granites (Chernykh et al., 1986). The occurrence contains three mineralised zones of east-west and northwest strike ± the Northern, the Central and the Western. Vein zones were traced on 250-390 m along the strike with a width of 20 to 100 m (Kichman et al., 1967).

Figure 7-10: Geology of Alatagyl Gold Occurrence

Note: See legend in Figure 7-9

Both Alatagyl and Alatagyl North gold occurrences were studied by drilling from several companies. In the period 1981-1986 total of 13 drill holes were drilled (Chernykh et al., 1986). The length of the holes varied from 50 to 222 m. In most samples, gold grades were below 0.2 g/t Au. In mineralised intervals, gold grades varied from 0.8-1.2 g/t Au to 5.4 g/t Au. The highest gold grades were reported in the interval of 25-29 m of drill hole 13, where gold grades in 1 m samples varied from 1.3 to 5.4 g/t Au. In drill hole 136 in the interval 6-8 m, gold grades were 2.3 and 2.9 g/t Au. In drill hole 15, 1 m interval contained 3.0 g/t Au.

Zhenis Group of Occurrences

Zhenis group of occurrences (³Site Zhenis´) in the central western part of the Licence covers an area of 7.0x1.0 km and includes gold occurrences Zhenis, Kaizharylgan, Suuksaiskoe, Podnik and several mineralisation points. The site is composed of metamorphosed sedimentary rocks of Upper Cambrian Sulusai Suite that includes phyllite and shale of different composition (quartz-carbonatemica, epidote-albite, albite-biotite-chlorite±actinolite, sericite-quartz, carbonaceous and clayey shale). In the eastern part of the site, a narrow strip of Upper Cambrian sandstone and siltstone of Dzhambul Suite crops out. Sedimentary suites have tectonic contacts and are folded into narrow isoclinal folds with steep dipping limbs at angles 85±90° and intruded by Lower-Middle Devonian diabase porphyry dikes along northwest striking faults. According to the geological map at scale 1:10,000 the Site is characterized by block structure with dominant northwest striking faults due to its location between Akkuduk and Sudusai regional faults in the east and west respectively. All occurrences within the Site are related to narrow and elongated zones of silica alteration, quartz veining and bands of organic rich schist that contain disseminated sulphide mineralisation. Such zones, striking northwest, correspond to geophysical anomalies and contain elevated Au and As

grades in soils and hard rock. There are two types of geophysical anomalies recognized - IP highs are related to zones of sulphide mineralisation and/or presence of organic-rich schist while resistivity highs correspond to silica alteration and quartz veining zones. Within the Zhenis Site, Zhenis gold occurrence is characterized by wide IP and Res anomalies.

Arsenic and silver soil anomalies are common in the area, related to quartz veining zones. Content of As in anomalies varies from 50 to 200 g/t, content of Ag - 0.1-4.0 g/t. Anomalous gold grades of 0.01-1.2 g/t Au were identified in several soil samples (single points) across the Site and do not form significant in size anomalies. Quartz veining, alteration and soil anomalies (As, Ag) are controlled by northwest faults and the intersection of those with east-west faults.

Zones of geophysical and soil geochemical anomalies were studied by trenches and shallow Rotary Airblast (RAB) drilling. In a highly prospective area, 3.4x1.0 km in size, located in the central part of Zhenis Site, a series of 1 km trenches were located with a step of 200 m across the anomalous zone. In the northern part of the Site the distance between trenches varied from 50 to 500 m. The average length of the trenches was 350 m. According to the geological map, elevated content of Au in a few channel samples across the Site did not increase past 0.2-0.6 g/t, Ag ± less than 12 g/t over a 1 m interval. There is no information on RAB drilling results available.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$KHSTAN, REPUBLIC OF KAZAKHSTAN Geology of Apmintas and Dalny Projects (exploration licences 670-EL and 774-EL)

Figure 7-11: Central part of Zhenis group of gold occurrences

Note: Legend: 1-Modern diluvial and alluvial deposits - loam, sandy loam, sand, gravel; 2-Upper Cambrian, Dzhambulskaya suite - polymictic quartz and quartz-feldspar sandstone, conglomerate, siltstone, schist, limestone, lenses of silica schist, dolomite; 3-Upper Cambrian, Sulusaiskays suite - porphyry, porphyrites, clayey schist, chert, quartzite; 4-Vend-Lower Cambrian - Aschisuiskays sute, diabase, and basalt porphyrite, gravelstone, quartzite; 5-Lower-Middle Devonian diabase porphyrite, gabbro-diabase; 6-8 Lower Ordovician complexes - diorite, quartz diorite, plagiogranite (6), gabbro, gabbrodiorite, gabbro-diabase (7); serpentinite, peridotite (8). 9-sandtone, 10-limestone, dolomite; 11-quarzite, jasper; 12-diabase, diabase porphyry; 13-quartz-carbonate-mica-clayey schist, quartz-biotite-chlorite schist; 14-sericite schist, chert; 15-clayey schist, coaly shale; 16-schist- albite-chlorite-biotite, quartz-albite-chlorite, actinolite-albite-chlorite and others; 17-diorite, quartz diorite, plagiogranite; 18-quartz veins and veining zones; 19-faults and inferred faults; 20-dip angle; 21-trenches and prospecting shafts performed in 1982-1985; 22-trenches performed before 1982; 23-diamond drill holes; 24-shallow air blast holes; 25-Au and Ag grades ( g/t)/thickness (m); 26-Au occurrences; 27-soil anomalies of As (>0.005%); 28-Ag soil anomalies (>0.1 g/t); 29-induced polarisation anomalies; 30-Zhenis site borders.

South Tarlanat

South Tarlanat gold occurrence is related to gold-bearing quartz veining zones hosted by terrigenous rocks of Middle Ordovician Baigarin suite. Terrigenous rocks are intruded by a stock of Middle Devonian granite porphyry and dykes of Early-Middle Devonian diabase porphyry. In the southwest flank of the occurrence there is a tectonic block of Vend-Cambrian ophiolite gabbro and serpentinite. The quartz veins are controlled by sublatitudinal and northwestern faults. In the area

there is a Ag soil anomaly and several points with elevated gold grades in soils in the range of 0.01-0.03 g/t Au. Two northwest striking quartz veins were studied by several trenches across the strike. Two intersections of mineralisation are shown on the geological map - 2.4 g/t Au, 3.1 g/t Ag, 1.5%Cu @ 0.2 m and 0.3 g/t Au, 2.8 g/t Ag @ 0.1 m.

Copper Occurrences

A number of copper occurrences including Maizharylgan, Zhideli, Koizharylgan located within the Licence area as well as Tauly, Teris, Taldy and other located south from the Licence are related to contact zones of Upper Cambrian gabbro stocks intruded into volcanogenic Middle-Upper Cambrian Ashchisui Suite underlined by Upper Cambrian sandstone of Dzhambul suite. The occurrences were discovered and studied during a few exploration campaigns in the late 1960¶V-197¶V performed by SKGE using IP/Resistivity, magnetic geophysical studies, geochemical survey soil, trenching and diamond drilling. Results of these studies are summarised in the exploration report of Puzanov and colleagues (1976). The most significant occurrences, Maizharylgan and Zhideli, are described below.

Maizharylgan

Maizharylgan copper occurrence is located in the southern part of the Licence, where stock of Middle-Upper Cambrian gabbro, intruded in a hinge zone of a syncline fold formed by Middle-Upper Cambrian Ashchisui Suite. Volcanogenic suite within the occurrence is represented by diabase porphyry. Copper mineralisation occurs in gabbro and host diabase porphyry along the contact. Diabase porphyry reveals intense propylitic alteration along the contact. Pyrite-chalcopyrite mineralisation was traced over a distance of 700 m occurring as a number of individual linear zones 0.7-4.6 m wide, and 15-80 m in length. The thickness of mineralised rocks varied from 0.7 to 4.6 m which are significantly altered near the contact with intrusives. The upper part of the occurrence is represented by a weathered oxide zone. According to trench sampling results, the content of Cu varied from 0.76%Cu @ 4 m to 3.87%Cu @ 1.2 m. In trench 27, a mineralised interval was 6.12%Cu @ 2.6 m.

Two drilling fences of 6 diamond drill holes were drilled in the north-western part of the occurrence. The drill holes varied in length from 27 to 285 m. Drill holes 2, 3 and 6 intersected massive banded Cu mineralisation varying from 0.45 to 6.24% Cu over the thickness of 1.0-3.4 m.

Zhideli

Copper mineralisation in Zhideli occurs in silicified diabase porphyry of Middle-Upper Cambrian Ashchisui Suite as a narrow zone controlled by a fault. Mineralisation was traced 900 m along the northwest strike. Disseminated, stringer and stockwork sulphide mineralisation occurs as bands and lenses along the zone and is composed of pyrite, chalcopyrite and pyrrhotite. Mineralisation near the surface is oxidized. The most significant mineralisation was intersected in trenches 81, 99 and 100: 1.3%Cu @ 4.5 m and 0.55%Cu @ 5.0 m (trench 99), 0.35%Cu @ 9.0 m (trench 81) and 0.06%Cu @ 2.8 m (trench 100). Mineralisation was checked by one diamond drill hole, 121.8 m in length. The drill hole intersected poor disseminated mineralisation along the whole length with the most significant interval from 108.0 to 110.5 m, containing 0.1%Cu, 0.01%Zn, 0.02%Co. There were no IP anomalies identified on the occurrence, so it was considered as noneconomic.

Figure 7-13: Geochemical and geophysical anomalies over Maizharylgan and Zhideli Cu occurrences

Notes: Legend: 1,2 - Upper Cambrian diabase and diabase porphyry (1) and quartz and quartz feldspar porphyry; 3-6 Upper Carboniferous silicified limestone and dolomitic limestone (3), chert and quartzite (4), sericite-chlorite-quartz schist (5), sandstone (6); 7-Upper Cambrian gabbro; 8-Upper Cambrian-Lower Ordovician serpentinite, pyroxenite; 9-quartz veins and veining zones; 10-listvenite alteration; 11-epidote and copper mineralisation; 12-pyrite and iron alteration; 13-pyritechalcopyrite ore bodies; 14-trenches performed in 1969 / during 1974-1975 exploration; 15-drill holes performed in 1969 / during 1974-1975 exploration programme; 16-Cu grade (%)/thickness (m).

Figure 7-14: Geology of Zhideli copper occurrence

	$\frac{1}{2}$ 1 $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ 5		$\mathbf{r}$ , $\mathbf{r}$ $\mathbf{r}$
	$2 \frac{1}{2}$ 4	$\blacksquare$	$\blacksquare$ 8

Notes: Legend: 1- size of the dashed square; 7-gabbro; 8-serpentinite, pyroxenite.

7.4.3 Project History

According to information reviewed by SRK ES, the Licence area has not previously been granted to any private exploration/mining company. All historical exploration within the Licence area was related to the State geological programmes.

7.4.4 Historical Exploration

Early Regional Reconnaissance, 1920-1950

First regional geological prospecting and exploration started in the region in 1927 (Yakovlev, 1927) which was a part of the USSR Middle Asia geological mapping programme. This work was completed in 1937 by the publishing of a geological map at scale 1:1,000,000. In 1945-1948 All-Union Aerogeological trust performed geological mapping at scale 1:1,000,000 and prepared a geological map of the sheet L-42 (Borsuk, 1948).

Geological Mapping at Scale 1:200,000

Systematic geological studies of the area began in the 19¶V, when geological surveys at scale 1:200,000 were carried out on different parts of the sheet L-43-XXXII (Khokhlov and Vilzing, 1951; Nedovizin and Karagodin, 1959) which was combined in 1962 into a geological map of sheet L-43- XXXII at scale 1:200,000. Main results of the surveys were the following:

Detailed stratigraphic and magmatic scheme of the area, including Riphean, Cambrian, Ordovician and Devonian volcanic and sedimentary formations, Lower Cambrian ophiolite complex and Devonian intrusives.
A number of gold, copper, lead and nickel mineralised points were identified.

In 1957-196¶V there where a number of soil survey campaigns performed over the sheets L-43- XXXII and L-43-XXXIII at scale 1:50,000, and in some prospective areas at scale of 1:10,000.

In 1965-1966, the South Pribalkhash Team of the South Kazakhstan State geological expedition carried out a geological survey at a scale of 1: 50,000 over the sheets L-43-123-A-b-1,2; L-43-123- B-a, b, c-2, d; L-43-123-G-B-2; L43-124-A-B-3; L-43-124-B-a, b, c-2, d; L-43-136-A-b-2-4 (Salin et al., 1967). The survey included geological traverses, soils sampling, performing of trenches and prospective shafts over the soil anomalies, channel and grab sampling and reconnaissance drilling. The survey described stratigraphy and magmatism, and summarise hydrogeology, geomorphology and mineralisation. Detailed description of geological formations with petrographic and petrochemical characteristics of all varieties of sedimentary and intrusive rocks were included in the report.

In 1974-1975 Chu-Balkhash team of the Central Expedition of the South Kazakhstan Geological Enterprise ³6.*(´?prospected the southern part of the Balkhash segment of Chu-Ili metallogenic belt for porphyry style mineralisation. As a result, a number Cu-porphyry occurrences were discovered including Zhideli, Koizharylgan, Raisan, Tauly, and Teris (Puzanov et al., 1976). Cuporphyry occurrences Zhideli and Koizharylgan are located within the Licence area. The studies of the occurrences at scale 1:25,000 -1:10,000 included geological, geophysical and geochemical mapping, trenching, and prospecting drilling. By this study the Zhideli occurrence was recognized as noneconomic.

In 1980-1984 the West Balkhash team of SKGE carried out geological prospecting for mineral deposits within the sheets L-43-XXXII, L-43-XXXIII (Feklistov et al., 1984). In addition to geological and geochemical studies, large amounts of drilling and trenching over known mineralised zones, geophysical and geochemical anomalies were performed. The programme included a review and re-interpretation of all available historical geophysical data, including magnetics, gravity and electrical (IP) sounding. According to the authors of the report the complex interpretation of the data allowed to significantly increase the efficiency of exploration. As a result, the Druzhnoye deposit (Ag, Pb, Zn, Mo, V) and a number of new mineral occurrences were identified.

In 1981-1985 Zharylgan area were covered by geological and geophysical studies at scale 1:25,000 by West Pribalkhash team of SKGE (Chernykh et al., 1986). Some prospective sites within the area were studied at scale 1:10,000. Zharylgan area covers the central and northeast parts of the Licence area and includes occurrences and sites Zhenis, Suly, Alatagyl, and North Alatagyl as well as numerous mineralisation points related to elevated grades of Au, Cu, Sb, Au, Zn, Pb in soils and rocks. As a result, South Tarlanatskoe gold occurrence and a number of mineralised points of Cu, Sb, Au, Zn, Pb, were identified. Geological map of Zharylgan site at scale 1: 25,000 and Zhenis, Suly, Alatagyl, and North Alatagyl were prepared. Zharylgan site is in a central part of the Licence area that includes smaller sites and occurrences such as Zhenis, Suly, Alatagyl, and North Alatagyl as well as numerous mineralisation points which were not studied.

Geophysical Studies

According to information from the historical reports the Licence area was covered by airborne magnetic survey at a scale 1:25,000 in 1957 during the geophysical studies in the central and southern parts of Betpak Dala desert (Tsygankov et al., 1957). In 1957 the southern part of the licence area was covered by airborne magnetic survey at scale 1:50,000 performed by Aeromagnetic team of South Kazakhstan Expedition (Erusalimsky et al., 1957).

On the next stage of regional studies, the licence area and surrounding territory (sheets L-43-XXXII and L-43-XXXIII) were covered by airborne gravimetric survey at scale 1:200,000 (Schneider et al., 1977) and by airborne magnetic survey (sheet L-43-XXVI) at scale 1:50,000 (Skryabin et al., 1984). The surveys were performed by Kazakh airborne geophysical expedition. Airborne spectrometric survey at scale 1:10,000 was performed in the eastern part of the Licence in 1985 (Nazarov et al., 1985).

Ground magnetic and electrical surveys over the most prospective sites within the Licence area were carried out in a number of campaigns:

In 1974 -75 the Chu-Ili party of the Central Geophysical Expedition of SKGE prospected the territory for copper using magnetic and electrical surveys at scale 1: 10.000 and larger (Puzanov, Yakubinsky et al., 1976).
In 1980-84 magnetic and electric surveys were performed over known geochemical anomalies at scale 1:10,000 and larger (Feklistov and Chernykh, 1984).
In 1983-1986 the Zharylgan site was studied at a scale of 1:10,000 and larger (Chernykh et al., 1986).

7.4.5 Historical MRE

There were no mineral resource estimates performed over the known occurrences within the Licence area.

7.4.6 Historical Production

There was no historical mining performed within the Licence area.

7.4.7 DVK Exploration

No DVK exploration has been performed to date.

8 GEOLOGY OF NOVO-1 AND NOVO-2 PROJECTS (EXPLORATION LICENCES 847-EL AND 914-EL)

8.1 Regional Geological Settings

Rudny Altai region is one of the largest volcanogenic massive sulphide (VMS) provinces in the world, part of Central Asian Orogenic belt (CAOB). The Rudny Altay VMS belt extends from south Russia through eastern Kazakhstan to northwestern China. The length of belt in Russia and Kazakhstan exceeds 500 km with the width up to 80-100 km. Its total metal endowment including historical production and remaining resource is estimated at 1,000 million tons in 58 deposits comprising 14 large (25-50 Mt), very large (50-100 Mt) and giant (>100 Mt) deposits (Dergachev, 2010).

Rudny Altai is a tectonic terrane, separated from Irtysh terrane in the southwest by Irtysh Shear Zone and from Gorny Altai Early Paleozoic accretional wedge terrane in the northeast by regional shear zone (Lobanov et al., 2014). It consists of island arc and marginal-see volcanic terrigenous complexes assembled and evolved during Paleozoic collision. Formation of VMS deposits of the Rudny Altai was related to Devonian-Carboniferous island arc magmatism. Term magmatic arc refers to an area of the earth's crust with extensive intrusion and volcanic magmatism related to subduction. Island arc and magmatic arcs environment triggers processes and mechanisms that are responsible for formation economic concentrations of metals (Au, Ag, Cu, Pb-Zn) in the upper (DUWK¶FUXVW

VMS deposits within the belt are predominantly hosted by Devonian basalt-andesite-rhyolite association with a felsic to mafic sequence of rocks DQGDUHUHFRJQL]HGDV³NXURNR´DQG³EHssKL´ types &KHNDOLQDQG'¶DFKNRY; Lobanov et al., 2014). The Rudny Altai terrane includes a number of metallogenic zones, that control VMS deposits. Rudny Altai metallogenic zone hosting about 90% of the total VMS reserves of the belt (Chekalin and D¶\DFKNRY?. This zone consists of Aleisk volcanic belt in the northeast and Priirtysh volcanic belt in the southwest with associated Rubtsovks-Zyryanovsk and Orlovka-Belousovka metallogenic subzones respectively. The subzones are separated by narrow Shemonaikha horst structure (anticlinorium) where Lower Paleozoic (Ordovician) basement rocks outcrop.

The most part of the Licence 847-EL is located within Irtysh shear zone and Irtysh terrane while its northeastern flank and 914-EL is within the central part of Orlovka-Belousovka metallogenic subzone. \$FFRUGLQJWR&KHNDOLQDQG'¶\DFKNRY?Orlovka-Belousovka subzone hosts more than 20 VMS deposits, Irtysh terrane hosts two VMS deposits with a number of satellite occurrences, forming 2 clusters, located 360 km apart (Lobanov et al., 2013).

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38BLIC OF KAZAKHSTAN Geology of Novo-1 and Novo-2 Projects (Exploration licences 847-EL and 914-EL)

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Geology of Novo-1 and Novo-2 Projects (Exploration licences 847-EL and 914-EL)

Notes: Red contours: A-Priirtysh volcanic belt (Orlovka-Belousovka metallogenic subzone); B- Aleisk volcanic belt (Rubtsovsk±Zyryanovsk metallogenic subzone). Red rectangle ± Licence areas

Legend: 1-Precambrian metamorphic rocks; 2-Caledonian flyschoid sequences; 3-Lower Paleozoic metamorphic schists; 4- Devonian±Carboniferous carbonate±terrigenous rocks; 5-Lower±Middle Devonian volcanic rocks; 6-Devonian volcanosedimentary rocks deposited in rift-related and island arc settings, unspecified ore forming lithotectonic complex; 7- Upper Devonian±Lower Carboniferous limestones and terrigenous flyschoid rocks; 8-dynamometamorphic schists variable in age; 9-Jurassic limnic coal bearing molasses; 10-Devonian and Carboniferous collisional granitoid plutons; 11-Permian± Triassic postcollision granites; 12, 13-northwestern 12-and near latitudinal 13-faults; 14-tectonic and metallogenic zones structures -; 15-metallogenic subzones; 16-inferred boundary between metallogenic subzones; 17-ore districts; 18-large, medium sized, and small iron deposits; 19-very large, large, medium sized, and small base metal VMS deposits; ore bearing levels of base metal VMS mineralization are indicated in circles. Symbols in circles. Faults: A-Alambay; B-Bugrinsky; L-Loktevsky; AT-Alei±Tigirek; C-Charysh; T-Terekty; KI-Kara-Irtysh; BM-Beloubinsky±Markakol; N-Narym; KN-Kalba±Narym; I-Irtysh. Tectonic and metallogenic zones: GA-Gorny Altai; BS-Beloubinsky±Sarymsakty; RA-Rudny Altai; IZ-Irtysh; KN-Kalba±Narym. Metallogenic subzones: RZ-Rubtsovsk±Zyryanovsk; OB-Orlovka±Belousovka. Ore districts: 1-Beloubinsky; 2-South Altai; 3-Rubtsovsk; 4-Zmeinogorsk; 5-Snegirikha; 6-Leninogorsk; 7-Zyryanovsk; 8-Zolotushinsky; 9-Irtysh; 10- Bukhtarma; 11-Markakol; 12-Kurchum. Deposits numbers in figure -: 1-West Zakharovo; 2-Zakharovo; 3-Rubtsovsk; 4- Talovka; 5-Stepnoe; 6-Maisky; 7-Loktevsky; 8-Korbalikha; 9-Sredny; 10-Petrovka; 11-Zarechensky; 12-Zmeinogorsk; 13Rubezhny; 14-Chesnokovo; 15-Lazurny; 16-Zolutushinskoe; 17-Kamenka; 18-Beloretsk; 19-Inya; 20-Timofeevsky; 21- Semenovka; 22-Korgon; 23-Orlovskoe; 24-Novo-Zolutushinskoey; 25-Yubileynoe; 26-Kryuchkovo; 27-Osenny; 28- Raskatinsky; 29-Srednekedrovsky; 30-Shemonaikha; 31-Magnitny; 32-Karaguzhikha; 33-Kamyshinskoe; 34-Yubileiny± Snegirikha; 35-Anisimov Klyuch; 36-Artemovskoe; 37-Chekmar; 38-Stamovoe; 39-Nikolayevskoe; 40-Rulikha; 41-Pokrovka; 42-Verkhubinsky; 43-Strezhnaya; 44-Koksa-2; 45-Shubinka; 46-Koksa-1; 47-Chudak; 48-Novoberezovka; 49-Sekisovka; 50-Tishinka; 51-Ridder±6RNRO¶Q-Novoleninogorsky; 53-.XO¶GD-Berezovka; 55-Irtyshskoe; 56-Kholzun; 57- Belousovskoe; 58-Maleevsky; 59-Maisky; 60-Zyryanovsk; 61-Zavodinsky; 62-Grekhovka; 63-Dolinsky; 64-Bukhtarma; 65- Korobikha; 66-Pnev; 67-Rodionov Log; 68-Nikitino; 69. South Altai; 70-Markakol; 71-Karchiga; 72-Aleksandrovka.

8.2 Deposit Model

Volcanic-associated massive sulphide (VMS) deposits range from lens shaped to sheet-like bodies of sulphide-mineral rich rock spatially associated with volcanic rocks ranging in composition from basalt to rhyolite. VMS deposits can be divided into three general categories ± Cyprus-, Kurokoand Besshi-types. VMS deposits within the Rudny Altai are mainly of Kuroko-type with limited amount of Besshi-type deposits (Lobanov et al., 2014).

Cyprus-type deposits (Singer, 1986) are small, medium-grade deposits rich in copper and zinc. They are represented by lens or mound shaped accumulations of massive pyrite developed in ophiolite-related, extrusive basalt sequences. Pyrite ore bodies are typically underlain by copperrich "stringer-zones" composed of quartz-sulphide mineral veins in extensively chloritized basalt.

According to Taylor et al. (1995), Kuroko-type deposits are typically developed in intermediate to felsic volcanic rock and are generally interpreted to have formed in extensional environments associated with arc volcanism above subduction zone (ensimatic island arcs). They are commonly high grade and can be very large. They generally have high contents of zinc, lead, silver, and antimony, which reflects the composition of their felsic volcanic host rocks. They have mound-like morphology and the abundance of coarse clastic sulphide minerals within many of these deposits attests to a moderately high energy, seafloor depositional setting. Kuroko-type deposits also tend to be underlain by copper-rich stringer zones and commonly have well developed geochemical zonation with progressive zinc, lead, and silver enrichment both vertically and laterally away from vent centres.

Besshi-type VMS deposits are present in mixed volcanic-sedimentary environments. Deposits of this type are commonly hosted by turbidites that have been intruded by basaltic sills. These deposits are typically copper-rich and contain small abundances of lead and other lithophile elements. In contrast to other volcanic-hosted deposits, many Besshi-type deposits form thin, laterally extensive sheets of pyrrhotite- and (or) pyrite-rich massive sulphide rock; however, the characteristics of Besshi-type deposits vary considerably.

8.2.1 VMS Mineralisation in Rudny Altai

According to recent metallogenic study (Chekalin and Djachkov, 2013), VMS mineralisation in Rudny Altai is associated with three main types of Lower and Middle Devonian volcanic formations, accompanied by terrigenous, silicious, and carbonaceous sediments:

Basalt-rhyolite-andesite with dominant Pb-Zn, Au-base metals-barite, and Cu-pyrite-Pb-Zn mineralisation (&KLNPDU2VHQ¶HH5DVNDLVWRHRidder-Sokolnoe, Zmeinogorskoe, Tishinskoe and other deposits).
Basalt-rhyolite with Cu-Zn mineralisation (Orlovskoe, Belousovskoe, Novo-Berezovsloe, Nikolaevskoe and other deposits)

Andesite-dacite with Pb-Zn-Cu mineralisation (Zavodinskoe, Bukhtarminskoe depostis).

According to Chekalin and Djachkov (2013), volcanogenic-terrigenous sequences hosting VMS mineralisation are located on five stratigraphic levels:

Emsian Early Eifelian Stages (D1e-D2ef1) ± including Zmeinogorskoe and Ridder Sokolnoe groups of VMS deposits.
Late Eifelian Stage (D2ef2) Chekmar, Tishinkoe, Zyryanovskoe groups of VMS deposits.
Early Givetian Stage (D2gv1) ± Zolotushinskoe, Maleevskoe groups of deposits.
Late Givetian Stage (D2gv2) ± Atremovskoe, Korablichinskoe groups of deposits.
Frasnian Stage (D2f) ± Yubileinoe, Nokolaevskoe groups of deposits.

Name	Country	Deposit type	Age	Ore endowment	Cu	Pb	Zn	Au	Ag
			Ma	Mt	%	%	%	g/t	g/t
Anisimov Kluch	KZ	Kuroko	375	2	3.07	0.72	5.26	0.28	36.27
Artemievskoye*	KZ	Kuroko	375	51.3	1.88	1.97	6.39	1.17	115
Belousovskoye*	KZ	Kuroko	395	30	1.1	1.15	4.74	0.38	51.3
Chekmar	KZ	Kuroko	395	106.7	0.25	0.78	2.13	0.27	12.1
Dolinnoye	KZ	Kuroko	395	22	0.43	0.5	1	2.67	13.7
Grekhovskoye	KZ	Kuroko	392	59	0.4	1.4	2.8	0.1	20
Irtyshskoye*	KZ	Kuroko	395	30	2.16	0.71	5.12	0.37	82.1
Kamyshinskoye*	KZ	Kuroko	375	15	2.64	1.05	2.77	-	-
Karchiga	KZ	Besshi	590 to 470 10.8		1.73	-	0.4	0.16	7.2
Korbalikha	RF	Kuroko	375	25	1.46	2.01	9.81	-	-
Maleevskoye	KZ	Kuroko	390	50	2.3	1.3	7.5	0.75	75
Nikolayevskoye*	KZ	Kuroko	359-383	40.3	2.4	0.43	3.24	1.13	48.3
Novo-Leninogorsk	KZ	Kuroko	395	53.4	0.16	1.43	4.04	1.54	32.8
Novo-Zolutushinskoye* RF		Kuroko	392	4.7	1.45	2.31	10.88	-	-
Orlovskoye*	KZ	Kuroko	392	48	4.7	0.9	3.2	0.8	47
Ridder-Sokolnoye	KZ	Kuroko	400	224.5	0.39	0.78	1.66	2.61	25.6
Rubtsovsk	RF	Kuroko	375	2.6	4.63	6.51	11.92	0.7	-
Rulikha*	KZ	Kuroko	359-383	14.3	1.18	0.44	3.58	0.28	13.5
Shemonaikha*	KZ	Kuroko	375	3.1	3.05	1.16	6.2	0.89	102.3
Snegirikha	KZ	Kuroko	375	4.5	4.5	0.66	4.37	0.7	46.4
Stepnoye	RF	Kuroko	383-393	5.1	1.15	3.8	7.1	-	-
Talovskoye	RF	Kuroko	383-393	3.9	1.87	5.4	11	0.3	34.5
Tishinskoye	KZ	Kuroko	395	60	0.5	0.9	5.3	0.9	15
Vavilonskoye	KZ	Besshi	-	9	1.47	-	0.3	-	-
Yubileynoye*	RF	Kuroko	359-383	10	1.45	2.14	8.08	0.16	65.64
Zakharovskoye	RF	Kuroko	375	4	1.84	5.12	11.79	0.4	47.3
Zarechenskoye	RF	Kuroko	392	2	0.64	2.07	3.7	6.3	323.3
Zmeinogorsk	RF	Kuroko	392	11.1	0.17	0.85	1.64	2.1	31.6
Zyryanovskoye	KZ	Kuroko	395	125	0.4	2.7	4.5	0.13	20

Table 8-1: Some of VMS deposits of Rudny Altai (Lobanov et al., 2014)

Sources: Lobanov et al., 2914

Notes: *-VMS deposis of Priirtysh volcanic belt (Orlovka-Belousovka metallogenic subzone), .

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Geology of Novo-1 and Novo-2 Projects (Exploration licences 847-EL and 914-EL)

8.3 Property Geology

To date, there is no generally accepted stratigraphic correlation between the suites of different parts of metallogenic belt as well as basis stratigraphic scheme for Rudny Altai and especially for the Devonian System, where most VMS mineralisation is located. There is no reliable dating of Devonian suites so their relation to Devonian Stages is unavailable.

The whole Novo-1 and Novo-2 Projects (sheets M-44-XVI and XVII) were covered by two geological survey campaigns at scale 1:200 000 (1959 and 1979). The western 30% of the projects (sheet M-44-XVI) is covered by geological map at scale 1:200 000, prepared as a result of geological (mainly desktop) appraisal in 2004, however this new interpretation is not correlated for the other parts of Rudny Altai. Thus, the description of lithological units below is compiled including geological maps at scale 1:200 000 and historical reports related to exploration within Novoberezovka VMS ore field and shall be considered as indicative. Geological units are described from oldest to youngest.

8.3.1 Paleozoic Era

Lower Paleozoic undivided formation (PZ1 m1) is composed of schist, polymictic and calcareous sandstone, marble, occurring in the southeastern part of the DVK AOI (sheet M-44-XVI). The rocks out crop as a narrow bands within granite gneiss field.

Ordovician undivided formation (O?) is mapped in the northeastern part of DVK AOI, close to the Mount Revnyukha and village Verkhneubinka. The formation consists of shale, polymictic and calcareous sandstone, marble. According to historical interpretation Ordovician formation crops out in horst structure along the central part of Rudny Altai terrane (Kazakovskaya and Belchnin, 1979).

Lower Devonian Orlov suite (D1 or) is subdivided into upper and lower subsuites. Lower subsuite (D1 or1) is composed of sandstone, gravelstone with volcanic material, calcareous siltstone, carbonate-sericite-quartz-chlorite and quartz-chlorite-carbonate-biotite schists. The subformation has a rhythmic structure. The rhythms are 0.5-2.5 m thick and contain gravelites and sandstone with volcanogenic material, represented clasts of rhyolitic porphyry and andesite. The rocks are metamorphosed in greenschist facies. The thickness of the subsuite is 700-750 m.

Upper subsuite (D1 or2) is represented by calcareous siltstone, with interbeds of siltstones, carbonate-chlorite-quartz and quartz-sericite-chlorite schists. The rocks are metamorphosed in greenschist facies. The thickness of the subsuite is 500 m (Kalugin et al., 1988). The unit is characterized by the presence of thin ankerite-quartz veinlets.

Undivided Middle-Upper Devonian formations on earlier map (1959) are shown as Middle Devonian Stages on more recent map (1979):

The Givetian stage (D2 gv) composed of carbonaceous-sericite-quartz schists, felsic volcanic rocks, gravelstone, sandstone, siltstone.
The Frasnian stage (D2 f) represented by basalts, andesites, carbonaceous-clayey siltstone, and shale metamorphosed in greenstone facies.
Middle Devonian Shipulinskaya Suite (D2 sp) consists of mudstone, siltstone and sandstone. Middle Devonian Talovskaya suite (D2 tl) includes lava and tuff of rhyolite, rhyodacites with interlayers and lenses of siltstone, sandstone and siliceous shale. Both suites do not crop on

surface within the Licences areas but were intercepted by drill holes within Novoberezovskoe VMS ore field.

Upper Devonian, Pikhtovskaya suite (D3 ph) developed in the southwestern and northeastern parts of the Licence areas, represented by andesite, andesite-dacite and their tuff with subordinate role of quartz-carbonate, and quartz-sericite-chlorite shale.
Upper Devonian Snegirevskaya suite (D3 sn) composed of felsic volcanic rocks and tuffs, sediments, rhyolite, rhyodacite, tuff and tuffite with interbeds of sandstone, siltstone, and tuff of quartz albitophire.
Upper Devonian Nikolaevskaa Suite (D3 nk) was mapped in the northwestern part of the Licence areas as a narrow strip between Middle Carboniferous Maloulbinskaya Suite and Upper Devonian rhyolite-porphyry sill. The Suite is composed of conglomerate, tuff, and sandstone. In a number of publications the Suite was considered as upper part of the Upper Devonian Kamenevskaya Suite (Rodygin, 2000).
Upper Devonian, Frasnian Stage, Kamenevskaya suite (D3 fr km) is developed in the northeastern part of the Licence areas. It is composed of rhyolite and basalt lava and tuff, sandstone, siltstone, interlayers of limestone, and siliceous shale.
Upper Devonian Lower Carboniferous, Takyrskaya package (D3 C1 tk) is composed of black carbonaceous shale, siltstone and silty sandstone that are often metamorphosed into green shale (Savinsky, 2017). The package has limited distribution cropping out within Irtysh fault zone (Irtysh terrane).
Middle Carboniferous Maloulbinskaya Suite ɋPO? has limited distribution within the northwestern part of the Licence areas (sheet M-44-XVI). The suite includes conglomerate, sandstone, mudstone, carbonaceous mudstone, siltstone, felsic volcanic rock

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Geology of Novo-1 and Novo-2 Projects (Exploration licences 847-EL and 914-EL)

Figure 8-3: Geology map of exploration licences 847-EL and 914-EL, Rudny Altay, Eastern Kazakhstan

Notes: Legend: 1-Upper-Modern Quaternary alluvial deposits - sand, pebble, sandy clay, clay; 2-Middle-Upper Quaternary loess, clay, alluvial sand, pebble, clay; 3-Carboniferous Maloulbinskaya suite conglomerate, sandstone, mudstone, carbonaceous mudstone, siltstone, felsic volcanic rock; 4-Upper Devonian-Lower Carboniferous Takirskaya suite, black carbonaceous-clayey shale, sandstone; 5-Upper Devonian Frasnian, Snegirevskaya suite - mafic, intermediate and felsic volcanic rocks, calcareous sandstone, cherty shale; at the Irtysh zone - quartz-feldspar sandstone, cherty-carbonaceous shale, felsic volcanic rocks; 6-Upper Devonian Frasnian, Kamenev suite - mafic and felsic volcanic rocks with lenses of sandstone, siltstone, cherty shale, limestone; 7-Middle-Upper Devonian Kestav-Kurchumskaya suite - siltstone, fine-grained sandstone, basalt lava; 8-Middle Devonian Givetian, Shepunovskaya suite - interbedding of mudstone and siltstone; 9-Middle Devonian Talovskaya suite - lava and tuff of rhyolite, rhyodacites with interlayers and lenses of siltstone, sandstone and siliceous shale; 10-Ordovician (?) schist, polymictic sandstone, carbonaceous and tuff-sandstones, marbled limestone; 11-ࢢʌ&3-P ± Upper Carboniferous ± Permian - dikes and stocks of granite porphyry and plagiogranite porphyry; 12-Upper Carboniferous ± Permian granodiorite, quartz diorite; 13-Permian leucogranite; 14-Middle-Upper Devonian subvolcanic gabbrodiabase, diabase, porphyrite; 15-Middle Devonian granite-porphyry and plagiogranite porphyry dykes. \$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$1REPUBLIC OF KAZAKHSTAN Geology of Novo-1 and Novo-2 Projects (Exploration licences 847-EL and 914-EL)

8.3.2 Cenozoic Era

Quaternary deposits occupy about 70-75% of the Licence areas presented by alluvial, fluvioglacial and aeolian deposits. The most common on the Licence Areas are QII-III and Q III-IV deposits.

Middle-Upper Quaternary Series (QII-III) are formed by loess-like pale yellow loam related to Upper Quaternary glaciation. The deposits reveal typical columnar jointing and occur on slopes and watersheds. The thickness is estimated in 3-45 m.

Upper Quaternary - Modern deposits (Q III-IV) are represented by fluvioglacial and aeolian sediments including loess-like loam, sandy loam, with interlayers of sand, pebble, and buried soil. Total thickness exceeds 10 m.

Upper Quaternary-modern alluvial sediments (Q III-IV) deposited in high floodplain and terraces of the Irtysh river valley. The sediments are represented by pebble and pebble-boulder beds, sand, gravel beds, sandy loam and loam layers, total thickness was estimated as 3-4 m.

Modern sediments (Q IV) deposited in low floodplain and Irtysh Riverbed and along stream valleys. The floodplain riverbed sediments are represented by boulder-pebble horizon, sand, loam and silt. The stream valleys are composed of pebble and gravel beds, loam, and sandy loam. Total thickness is estimated in 2-3 m.

8.3.3 Magmatic Complexes

Lower Carboniferous 3ULLUW\VKLQWUXVLYHFRPSOH[ȞȞȝįȞįɋɪ? represented by gabbro, gabbro diabase, gabbro diorite, diorite, granodiorite. The massifs are poorly differentiated composing of one or two phases with gradual transitions. Massifs of gabbro and gabbro-diorite is located on the right bank of Irtysh river, near Berezovka village.

Granite gneiss complex (gg C2 -P1) is represented by a series of lenticular and ribbon-like bodies, elongated in the northwest direction for a distance of several kilometres with a width of 1-2 km. The complex is mainly developed within Irtysh shear zone. The rocks are concordant with schistosity of the metamorphosed host rocks. The complex is characterized by variegated composition (Kalugin et al., 1988) and includes gneissic granite, plagiogranite, granodiorite, leucocratic granite, two-mica granite and varieties of granite porphyry. Transitions between different varieties are usually gradual within one massif. Central part of the massifs is composed of granite, plagiogranite and leucogranite while diorite and granodiorite occur on the periphery.

Upper Carboniferous-Permian subvolcanic intrusions (ࢢʌɋ-Ɋ? are represented by granite porphyry stocks, up to 1 km across, mapped to the east of Veselovka village and in the eastern part DVK AOI.

Permian intrusives (ࢢ P1) are represented by coarse- to medium-grained granite porphyry, and fine-grained muscovite and biotite granite accompanied by aplite, pegmatite, and albitite veins occurring in the northeastern and eastern parts of the DVK AOI, near Berezovka and Veselovka villages (Novoberezovsky ore field). In several publications this complex is referred as Lower Permian Kalbisky complex (Djachkov, 2012).

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Geology of Novo-1 and Novo-2 Projects (Exploration licences 847-EL and 914-EL)

8.4 Mineralisation

According to the mineral map, published in the 1960s, the project area contains more than 20 occurrences (Cu, Pb, Zn, Au, W) and significant amount soil and stream sediment anomalies. In addition to this there are 6 locations shown as depleted Cu, Au and base metal deposits, however no information on these were provided to SRK ES for review.

8.4.1 Chudak Cu Deposit

According to historical report (Korotenko, 1960) Chudak Cu deposit is considered as VMS deposit. It is located in the eastern part of 847-EL, close to the eastern boundary of the Licence. The nearest Verkhne-Berozovsk village is located some 8 km SE of Chudak deposit.

The deposit area is a hilly terrane. The hills have smooth tops and rise above the valleys on 15- 40 m exceeding 400 m AMSL. The deposit is located on a gentle slope of a small depression (a valley), approximately 1.2 by 2 km across (Figure 8-4).

Figure 8-4: The area of Chudak Cu-deposit (Google Earth)

Chudak deposit belongs to Priirtysh volcanic belt (Orlovka-Belousovka metallogenic subzone) (Figure 8-2) and comprises quartz vein containing massive and disseminated sulphide mineralisation, hosted by volcanic-sedimentary Upper Devonian Pikhtovsk suite. The vein was traced more than 200 m along strike and more than 200 m in vertical extent. It is characterised as steep dipping and was composed of pyrite, chalcopyrite, covellite, chalcocite and secondary copper minerals (malachite, azurite etc.) with limited amount of sphalerite. The thickness of the massive mineralisation varied from 0.3 to 2.2 m, and a halo of disseminated mineralisation around the vein can be up to 16.13 m thick.

The deposit was discovered in 1,862 and exploited from 1867 to 1890. It was worked out along the strike of the vein on 120 m, and up to 130 m in depth. According to F.T. Korotchenko (1960) there were three mine shafts and a number of underground horizontal workings driven at 9 horizons.

After the deposit was depleted, there were a number of campaigns focused on prospecting the area for Cu and base metals. Thus, in 1925-1927 the area of the deposit was covered by geological survey at scale 1:84,000. In 1931 the territory surrounding the deposit was studied by trenches and prospecting shafts. In 1938 a geological survey at scale 1: 25,000 was performed. According to historical reports, exploration on the flanks of the deposit continued in 1940-1941, totalling 1,485.4 m of trenches, prospecting shafts and hand shallow drilling followed by 1,283.7 m of core drilling. As a result, total length of mineralised vein was increased up to 200 m along the strike and up to 200 m dip extent. It was concluded that on the flanks it became thinner (<30 cm) and uneconomic. In 1951-1953 a geological survey at scale 1:10,000 was carried out around the deposit. In 1954-1960 the flanks of the Chudak deposit and surrounding area were additionally studied by Novo-Berezovskaya Exploration Team using 4,601.25 m of deep core drilling, 1,925.27 m of shallow drilling and 9,457.55 m of prospecting drilling. Based on drilling results mineral potential of the area was recognized as low (Korotchenko, 1960).

There is no information on Ignatov copper-zinc occurrence located some 1.3 km east of the Chudak deposit, within the limits of 847-EL (Korotenko, 1960). The occurrence was evaluated in 1941 and 1954-1960 and was recognized as noneconomic. According to Google imagery, there are no longer trenches or pits in the area of occurrence, so its exact position cannot be identified.

8.5 Project History

SRK ES believes that both licences received significant amount of exploration in the past. SRK ES cannot identify any information related to mineralisation and deposits shown on the mineral maps, except Chudak Cu deposit but understands that most of mineralisation was historically identified from surface outcrops. Taking into account that some 75% of the Projects are covered by Cenozoic loose sediments, it is not clear how much drilling and geophysical work focused on buried or not exposed mineralisation was performed on the licences outside know deposits and occurrences.

8.6 Historical Exploration

Rudny Altai is famous for volcanogenic massive sulphide deposits (VMS) which contain Pb, Zn, Cu, Au, Ag (±Ba) mineralisation related to Devonian volcanic suites. According to recent archeological studies, prospecting for base metals and mining in the Eastern Kazakhstan began in Bronze Age (Ebel, 2015). Significant amounts of the presently known deposits in the Rudny Altai were discovered as a result of follow-up work on numerous Bronze Age workings (Lobanov et al., 2014). In the modern history, the oldest geological records date back to the 18-19th century, when a number of mines started production: Ridder mine (1789), Krukov mine (1811), Filippov mine (1817), Sokolnoe mine (1820). First geological maps of Rudny Altai were completed in 1912.

Systematic geological studies in Rudny Altai started in 1931 with geological survey at scale 1:84,000 that was carried out on sheet M-44-XVI focusing on Zn-Pb mineralisation (Eliseev, 1931). In 1936 a geological map of southwestern Altai and Kalba regions at scale 1:500,000, was published (editor V.P. Nekhoroshev).

After the World War 2, Rudny Altai became one of the largest mining regions of the USSR. The Government was keen to increase the resource base and a significant amount of geological studies were performed in the Rudny Altai in the 1940-1980s. According to Russian Geological Archive, in 1950-1951 and 1959-1962 two geological studies were completed and geological and supported

maps for sheets M-44-XVI, XVII and others at scale 1: 200,000 were produced (Nikolsky, 1951; Nekhoroshev, 1951 and others). Bedrock and surficial geologic units identified on the maps were correlated for Rudny Altai. In succeeding years some districts were covered by State mapping programmes at larger scale

During the Soviet time a significant amount of studies on VMS deposits focused on regional and local control of mineralisation and composition and structure of ore bodies. In the end of the 1960s, historical VMS exploration results on Rudny Altai region were reviewed by VSEGEI, and a new metallogenic map at scale of 1: 500,000 was produced (Demidova and Lutkovskaya, 1968). In the mid-1950s ± early 1960s, exploration work was carried out on the area of Novoberezovskoe, Chudakskoe and other deposits, focussing on identification of satellite mineralisation and mineral resource estimates (Volkov, 1955, 1958; Purkina, 1957; Teterina, 1960; Korotchenko, 1960 and other).

In the early 2000s, geology of the sheet M-44-XVI was revised by VostokGeoConsulting LLC during the Kazakh geological survey programme GDP-200 (Stepanov et al., 2004). As a result, stratigraphy of the area was refined.

Some high prospective areas of the Rudny Altai were covered by geological survey at scale 1:50,000 in different periods. Thus, in 1940 geological survey at scale 1:50,000 was carried out on part of a sheet M-45-56 (editor L.I. Kobzar) and in 1952 ± sheet M-44-71-A and B (Gavrilova et al., 1953). In 1984-1987, a new metallogenic study of part of Rudny Altai was performed by Kazakhstan Experimental-Methodical Expedition. As a result, a prognostic map at a scale of 1:50,000 for Irtysh terrane and the southern part of Rudny Altai terrane were created (Ginatulin et al., 1987). Berezovsko-Belousovsky ore cluster, where DVK licences are located, was recommended for follow-up VMS exploration. About the same time (1985-1988), Altai Exploration Expedition of East Kazakhstan Geological Enterprise performed prospecting for VMS deposits at scale of 1: 50,000 over sheets M-44-55 and M-44-56 (Kalugin et al., 1988). The exploration included reconnaissance and structural drilling, different types of geophysical ground surveys (transient electromagnetic technique, different types of IP surveys, magnetic prospecting) and deep penetration geochemistry. The report discussed dip structure and metallogeny of the studied area, possible factors controlling mineralisation, and contained recommendations for exploration focused on identification of new mineralised zones.

8.7 Historical MRE

According to geology and mineral maps prepared in the 1960s, there are 5 depleted gold deposits and 1 depleted copper deposit, Chudak, in the Project areas.

According to F.T. Korotchenko (1960), total Cu resources of Chudak deposit were estimated in 1941 as 10,277.83 tons of Cu. During the reassessment of the deposit in the 1960s the total resources were estimated in 9,713 tons of Cu in C1 and C2 categories (GKZ) with average Cu grade of 3.11%, and 0.5% Cu as a cut-off grade. Approximately 4,574 tones of Cu remained undeveloped in Chudak deposit and were considered as off-balance mineralisation by the time of exploration, mainly due to low confidence of the data (Korotchenko, 1960).

There is no information on other historical Mineral Resource Estimates related to Novo-1 and Nov-2 project area.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Geology of Novo-1 and Novo-2 Projects (Exploration licences 847-EL and 914-EL)

8.8 Historical Production

According to F.T. Korotchenko (1960), approximately 6,000 tons of Cu were mined out at Chudak Cu deposit. There is no other information on historical production within the Licence areas.

8.9 DVK Exploration

To date, DVK has not performed any exploration in the Licence area.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Adjacent Properties

9 ADJACENT PROPERTIES

.D]DNKVWDQGRHVQ¶WKDYHa cadastral portal for mining and exploration permits. Information on LVVXHGH[SORUDWLRQDQGPLQLQJOLFHQFHVDQGDUHDVDYDLODEOHIRUOLFHQFLQJRQ³First come, first serve´ basis can be obtained on internet pilot project of the Committee of Geology and Subsoil Use of Kazakhstan (CGSU). CGSU pilot service is available at: https://gis.geology.gov.kz/geo/

9.1 Licence 774-EL

12 companies own exploration licences within the northern part Chu-Ili ore belt north from the licence 774-EL. Most of them were REWDLQHGRQ³ILUVWFRPH± first served´EDVLV(³EL´ licences) in 2020 and 2021 (Table 9-1, Figure 9-1). 774-EL licence is partly overlapped with licence 14-GIN issued to TOO "StroyNedroServiceSKZ" on 25 October 2019 for Geological Study. As was mentioned in Chapter 2.1.1, ownership of a GIN licence does not give the licence holder an exclusive right on the Area of Interest (AOI), which means that other types of licences can be issued over a GIN licence or part of it, so overlapping with 14-GIN does not impose any restrictions for further exploration and mining on 774-EL.

Licence	Licence Holder	Issued date	Size/Deposit/Commodity	Status
1114-R	TOO "KAZ Minerals Aktogai"	01-Aug-18	Ergebulak (Cu) area	E
774-EL	JSC "NGK "Tau-Ken Samruk"	26-Aug-20	110 blocks	E
678-EL	TOO "Gorno Energo Service"	10-Jul-20	4 blocks	E
942-EL	TOO "G-Gold"	11-Nov-20	2 blocks	E
679-EL	TOO "Saryarka Gold"	10-Jul-20	30 blocks	E
1089-EL	TOO "QazProm Minerals"	24-Dec-20	34 blocks	E
687-EL	TOO "StroyNedroServiceSKZ"	16-Jul-20	2 blocks	E
785-EL	TOO "G-Gold"	03-Sep-20	2 blocks	E
836-EL	TOO "Altyn Suyr"	29-Sep-20	4 blocks	E
716-EL	TOO "Altyn Suyr"	20-Jul-20	2 blocks	E
1172-EL	TOO "Asia Sapsan Group"	28-Jan-21	15 blocks	E
1241-EL	Private company "Meteor Mining Company KZ Ltd"	23-Feb-21	40 blocks	E
1229-EL	TOO "KUM Project"	22-Feb-21	18 blocks	E
14-GIN	TOO "StroyNedroServiceSKZ"	25-Oct-19	-	GS
688-EL	TOO "StroyNedroServiceSKZ"	16-Jul-20	1 block	E
5271-R	AO "Kazgeologia"	26-Mar-18	Borshtuken (Au) deposit	E
1103-R	TOO "Airtau"	26-Jul-18	Au	E
5304-R	TOO "SevenCom"	23-May-18	Eastern Ashiktass (Au) area	E

Table 9-1:	Adjacent properties to the DVK licence 774-EL

Notes: According to CGSU all licences are active

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(S KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Adjacent Properties

Figure 9-1: Licences adjacent to permit 774-EL

Notes: Area of geological appraisal 200K performed by CGSU shown by dash lines (upper part of the image). Purple contours ± DUHDVDYDLODEOHIRUOLFHQFLQJRQ³ILUVWFRPH-ILUVWVHUYH´EDVLVSURYLGHGE\&*68VRXUFH https://gis.geology.gov.kz/geo/T

9.2 Licence 670-EL

Exploration licence 670-EL is located within Chu-Ili ore belt, some 100 km southwest from Akbakai ore cluster (see Chapter 7.2). Location and information on adjacent licences is presented in Table 9-2 and Figure 9-2.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Adjacent Properties

Licence	Licence Holder	Issued date	Size/Deposit/ Commodity	Status
218-EL	TOO "Miras Baiken"	22-Jul-19	21 blocks	E
670-EL	JSC "NGK "Tau-Ken Samruk"	27-Jun-20	196 blocks	E
4848-R	TOO "Ushalyk Gold Operating" 03-Jun-16		Ushalyk (Au) deposit	E
23-ID	TOO "Khan Tau Minerals"	04-Jul-16	Tarlant Petrovskoe (Au) prospect E
4822-R	TOO "Asyl Resourses"	05-May-16	Olimpiskoe (Au)	E
383-ID	TOO "Altyn Tas"	12-Oct-95	Kenir-Akmangal (Au) area	E
383-ID	TOO "Altyn Tas"	21-May-98	Akmanglai deposit	E
4721-R	TOO "Kemir"	26-Nov-15	Kemir Area (metals)	E
383-ID	TOO "Altyn Tas"	21-May-98	Kemir Au deposit	E
5155-R	TOO "Appak Minerals"	18-Sep-17	Shuak Northern Au	E
2577-K ID	JSC "Akbakai Mining Factory"	15-Feb-08	Kenzhem (Au) deposi	M
653-D	JSC "AK Altynalmas"	18-Apr-01	Aksakal, Beskempir Au deposits	M
383-ID	TOO "Altyn Tas"	12-May-98	Andasai Au deposit	E
382-D	JSC "AK Altynalmas"	15-Oct-96	Akbakai Au deposit	M
383-ID	TOO "Altyn Tas"	21-May-98	Zhaidarman Au deposit	E
23-ID	TOO "Asem Tas"	21-May-98	Kepken Ore field (Au)	E
749	TOO "Hantau Mining"	01-Nov-16	Khantau deposit of clayey shale	E
2566-KI	TOO "Altai Polymetalls"	31-Jan-08	Khantau area (Au)	E
4751	TOO "Moiynkum Mineral"	25-Dec-15	Kulanketpes ore field (Au)	E
1610-KD	JSC "Zhezkazgan Zholdary"	07-Dec-04	Kulan (coal)	M

Table 9-2: Adjacent properties to the DVK licence 670-EL

Notes: According to information from CGSU licences, those marked have expired

According to SRK understanding there is not much active prospecting and greenfield exploration activities performed on the neighbourhood of Licence 670-EL.

A COMP(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Adjacent Properties

Figure 9-2: Licences adjacent to permit 670-EL

Notes: Area of geological appraisal 200K performed by CGSU shown by dash lines (lower left corner of the image). Purple contours ± DUHDVDYDLODEOHIRUOLFHQFLQJRQ³ILUVWFRPH-ILUVWVHUYH´EDVLVSURYLGHGE\&*68VRXUFH https://gis.geology.gov.kz/geo/T

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Adjacent Properties

9.3 Licences 847-EL and 914-EL

Exploration licences 847-EL and 914-EL are located within Rudny Altai ore belt, within Berezovsko-Belousovsky VMS ore cluster (see Chapter 8.2.1). Location and information on adjacent licences is presented in Table 9-3 and Figure 9-3.

Licence #	Licence Holder	Issued date	Size/Deposit/Commodity	Status
474-EL	TOO "AK Metal"	26-Dec-21	4 blocks	E
1250-EL	TOO "CEMKOM"	24-Feb-21	5 blocks	E
742-EL	TOO "MIR INVEST"	06-Aug-21	41 blocks	E
5413	TOO "Zyryanovskaya Geological Expedition"	12-Nov-18	Krasnoyarskoe VMS deposit	E
1113-EL	TOO "Maralich Gold"	06-Jan-21	1 block	E
24	TOO "Vavilon"	29-Dec-20	Shemonaikhinskoe gravel deposit	M
5204-R	TOO "Aksu Zoloto"	22-Nov-21	Sugatovskoe (Au) deposit	M
2029-K I	TOO "Corporation KazMys"	17-Apr-11	Severo-Nikolskoe VMS	E&M
5133-D	TOO "Corporation KazMys"	17-Jul-17	Severo-Nikolskoe VMS	M
4840-R	TOO "Altai Ken Baiytu"	27-May-16	VMS	E
374R-D	DTOO GRP "BaurGold"	20-Oct-00	Sekisovskoe Au deposit	E&M
5505-R	TOO "NurAn Komir"	09-Apr-19	Belokamensko-Bobrovskoe (Coal) E
355-D	TOO "VostokTsvetMet"	09-Sep-00	Irtyshskoe VMS deposit	M
354-D	TOO "VostokTsvetMet"	30-Sep-98	Belousovskoe VMS	M
356-EL	TOO "MuntasGaz	18-Oct-19	8 blocks	E
847-EL	JSC NGK "Tau-Ken Samruk"	07-Oct-20	148 blocks	E
914-EL	JSC NGK "Tau-Ken Samruk"	03-Nov-20	159 blocks	E
4473-R	TOO "MTC Eptic"	15-Oct-14	VMS	E
197-D	TOO "VostokTsvetMet"	28-Mar-97	VMS	M
197-D	TOO "VostokTsvetMet"	28-Mar-97	Artemovskoe VMS	M

Table 9-3: Adjacent properties to the DVK licences 847-EL and 914-EL

Notes: Licences marked have expired; M-mining; E-exploration

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Adjacent Properties

Figure 9-3: Exploration and mining permits adjacent to licences 847-EL and 914-EL

Notes: Purple contours ± DUHDVDYDLODEOHIRUOLFHQFLQJRQ³ILUVWFRPH-ILUVWVHUYH´EDVLVSURYLGHGE\&*68VRXUFH https://gis.geology.gov.kz/geo/T

10 ENVIRONMENT, PERMITTING, AND SOCIAL IMPACT

10.1 Environmental Considerations and Permitting

There are no nature protection zones within or close to the licences 774-EL, 847-EL and 914-EL and two nature protection zones covering parts of 670-EL: Andasai State Nature Reserve in the northwestern part of the licence and Zhusandala State Protected Zone in the southern part. There are a few ephemeral streams within 670-EL whose drainage system may influence ecology of protection zones during the flooding season. According to information from the DVK, the Environmental Impact Assessment (EIA) and Exploration Programmes of the licence holder TKS for exploration licences 670-EL (for work outside of the nature protection zones), 770-EL, 847-EL and 914-EL have been approved by the State Environmental Expertise, so the Licence holder can conduct exploration, including geological traverses, geophysics, trenching and drilling. Information on environmental permits for those projects is included to Table 10-1. All EIAs contains land rehabilitation measures in accordance with Legislation of the Republic of Kazakhstan.

Licence No	Project name	Issued date	Expiry date
670-EL	Dalny	20.07.2021	31.12.2026
774-EL	Apmintas	26.07.2021	31.12.2026
847-EL	Novo-1	24.05.2021	31.10.2026
914-EL	Novo-2	24.05.2021	31.12.2026

Table 10-1: Information of environmental permits for TKS licences

10.2 Social Impact

SRK believes that exploration and mining companies will bring more job opportunities and improve social life and infrastructure of the regions.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$ZAKHSTAN, REPUBLIC OF KAZAKHSTAN Recommendations

11 RECOMMENDATIONS

By the time of preparation of this report some of historical exploration reports related to mineral prospectivity of Dzhalair-Naimansky and Rudny Altai metallogenic zone were not available for review. SRK recommends to proceed with historical data collection and analysis and preparation of SURMHFW¶GDWDEDVHV which should be used in DVK exploration.

11.1 Exploration Licences 774-EL and 670-EL

Intrusion-related gold is the most appropriate type of mineralisation that can be expected within 774-EL and 670-EL licences. By reviewing of site geology and conditions SRK ES can summarize its recommendations as follows:

The licence areas are poorly (774-EL) or poorly to moderately (670-EL) exposed with limited number of outcrops. No significant amount of transported sediments, like loess or aeolian sand, has been observed within the licences.
Taking into account site geology, presence of gold mineralisation and gold deposits along the ZN sheared zone and significant thickness of weathered crust (774-EL) and soil coverage (670- EL), SRK ES believes that both licences have favourable geological conditions to host economic gold mineralisation that has not been discovered during historical exploration.
Gold bearing quartz veins and veining/stockwork zones are controlled by regional and local faults, intrusions and possibly folds, so regional and more detailed remote sensing structural study with ground verification is recommended for understanding the geology, structural controls, and mineralisation and defining mineral trends and environments where favourable conditions for mineralisation can be expected. This is especially true for the Licence 670-EL where diluvial and soil cover on the slopes of the hills is thin and folds and bedding is clearly seen on satellite images.
UAV (drone-based) magnetic and radiometric survey and geochemical survey using ultra-trace geochemical technique (ICP-MS) applied on selected areas can help to map the structures, marker lithologies and buried mineralisation and assist in DVK exploration.
Historically gold mineralisation was discovered either by soil sampling or quartz sampling from the surface as grab/chip samples from float material, outcrops or weathered crust (eluvium), so geochemical methods should be considered as most appropriate reconnaissance and ground truthing methods, following geological reconnaissance, mapping of selected areas and remote sensing structural study.
Thick alteration halos are not typical for intrusion related gold systems, however, due to the presence of intense silica (Alatagyl) and argillite (Novoe) alteration accompanying veining, IP and resistivity survey can be considered as geophysical prospecting methods over selected areas.
All these methods except remote sensing studies are included in the DVK budget.

11.2 Exploration Licences 847-EL and 914-EL

The majority of VMS deposits in the region was initially found during historical exploration due to their surface appearance as outcrops of mineralised rocks and geochemical soil anomalies related to shallow targets, covered by thin overburden of Quaternary sediments and soils.
Due to its location within Orlovka-Belousovka metallogenic subzone and presence of favorable Devonian basalt-andesite-rhyolite association, SRK ES believes that the licences have potential to host VMS mineralisation shallow enough to be economic.
VMS deposits produce significant electromagnetic, gravimetric, and magnetic responses and thus provide great potential for detecting ore bodies using airborne and ground geophysics (Ford et al., 2007). For VMS deposits, contrasts in magnetic, electromagnetic, and gravitational properties in comparison with host rocks become direct exploration vectors. SRK ES is of opinion that further exploration within the licences should be focused on the areas that are composed of Lower and Middle Devonian volcanic formations, including basalt-rhyoliteandesite, basalt-rhyolite and andesite-dacite rock assemblages and be based on airborne and ground geophysical methods, as more appropriate for VMS mineralisation. Taking into account significant soil coverage, as a first approximation, DVK should use maps of Paleozoic formations at scale 1:200,000, which should be verified against visible rock outcrops. According to those maps, the most prospective for VMS discoveries are the western part of 914-EL and the eastern part of 847-EL which are mainly composed of Devonian volcanogenic formations. SRK recommends not to focus only on five stratigraphical levels of Lower and Middle Devonian volcanogenic formations, mentioned in publications (see Chapter 8.2.1) but also consider Upper Devonian volcanogenic formations as Chudak VMS deposit is hosted by Upper Devonian Pikhtovsk suite.
SRK ES is not aware of any recent airborne or ground geophysical surveys targeting VMS mineralisation within the licences. Gravimetric, magnetic and electromagnetic surveys are included into DVK exploration programme.

\$&203(7(173(5621¶65(325T ON THE ASSETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Risks and Opportunities

12 RISKS AND OPPORTUNITIES

12.1 Risks

Other than the inherent risks of early and later stage exploration, SRK have identified a number of risks associated with local land usage and protected areas.

As there are two nature protection zones covering parts of 670-EL, Andasai State Nature Reserve in the northwestern part of the licence and Zhusandala State Protected Zone in the southern part, there is a risk that further mining operation can influence the ecology of the protection zones. According to Environmental legislation of the Republic of Kazakhstan, no mining can be performed within nature protection zones. Common practice within the jurisdiction is to cut the deposit area from the territory of the protected zone after initial exploration and Mineral Resource estimate has been completed and approved by the government authority. One year following the area of deposit being cut from the nature protection zone, a company shall receive permission for mining.

There are a few ephemeral streams within 670-EL whose drainage system may influence ecology of protection zones during the flooding seasons. Streams and rivers within exploration licences 847-EL and 914-EL belong to the watershed of Irtysh river, main river of the Eastern Kazakhstan, a part of environmental system of the region. Therefore, SRK recommends that all exploration and mining activities within those licences be planned with careful attention to environmental considerations, and specifically to possible impacts on the watersheds.

Taking into account current mining activities at licence 774-EL and significant land disturbance on the known gold occurrences, SRK ES is of opinion that there is a risk environmental issues, fines etc, unless DVK takes actions for documenting of the current status of such sites.

As most parts of the licences 847-EL and 914-EL are covered by active agricultural fields with lack or limited access, there is a risk of potential conflicts with the landlord or current land tenants related to land use and land rehabilitation. All exploration activities should be carefully planned and coordinated with the agricultural land tenant or owner. Licence holders shall apply to the local executive body of an agricultural district based on EL licences ownership and obtain a permission to perform exploration. In accordance with Clause 71-1 of Land Code of the republic of Kazakhstan, licence holder can carry out the necessary exploration work on such land based on a private or public easement without withdrawal of land from its current tenant or owner. The timing and location of the exploration activities, duties for land reclamation and other conditions are determined by an agreement on the establishment of a private or public easement. Licence holders are not allowed to perform any exploration prior to the tenants or landowners being paid the amount of the easement fee and compensation for losses in accordance with concluded easement or a court decision. After exploration has been performed, licence holder shall rehabilitate agricultural land.

12.2 Opportunities

SRK ES considers the following opportunities related to the DVK licences:

The Licences are located within well-known regional metallogenic zones that contain a significant amount of mineral deposits and occurrences.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Risks and Opportunities

The Licences contain no currently recognised Mineral Resources and are relatively underexplored and thus are at the early stage. At the same time, the licences, due to their geology and structural control, are considered as holding reasonable prospectivity for gold and base metals.
The historical data that served as the basis for this analysis has not been verified using modern exploration methods and further assessment and the incorporation of modern techniques could identify further areas of mineralisation or prospectivity.
Main potential of Licence 774-EL is related to the Eshkilitau mineralised trend and Novoe occurrence (Au). The Eshkilitau mineralised trend includes Eshkilitau I, II and III and Southern Shabdar Au occurrences located within the Licence and Altynsai gold deposit in the south. The mineralised trend is controlled by 2nd order faults of the Ergenektin regional fault and has only been studied periodically. While artisanal mining has occurred here, this has been relatively minor in scale.
Main potential of Licence 670-EL is related to the Alatagyl group of occurrences which show significant past exploration results. SRK ES believes that there is a chance to discover new structurally controlled (faults and folds) gold mineralisation using modern drone-based exploration techniques and through anomalies identified using ultra-trace ICP-MS (ionic leach) technology. Porphyry occurrences of Zhideli and Maijarylgan (Cu, Au) in the southern part of 670-EL also exist as opportunities and should be further reviewed and interpretated with modern data.
Licences 847-EL and 914-EL is within the Rudly Altai ore belt which is unique in terms of metal endowment and are considered as high priority areas for VMS deposits hosted by Devonian volcanogenic suites. Both licences are considered as underexplored and have several active and exploited VMS mines in close vicinity.
Kazakhstan is experiencing an increase in exploration activity following the efforts of the government to clarify the laws around licencing and mining and in stimulating inward direct investment. This has resulted in a significantly increase in activity and interest in the country with the hope that significant future mineral discoveries can be made.

12.3 Concluding Remarks

DVK has a portfolio of mineral exploration assets in the highly prospective Chu-Ili and Rudny Altai ore belts that demonstrate significant metal endowment and further exploration potential. The Company has assembled a local team which manages the licencing, reporting and logistical support required to undertake their current and future exploration. The assets have been selected by experienced DVK geologist based on analysis of regional geological data. This geological team has also assisted in target generation and the design of forward looking exploration programmes to HQVXUHWKHDVVHWVDUHH[SORUHGLQDFRVWHIIHFWLYHPDQQHU'9.¶VDLPLVWRZRUNRQDµIDLOIDVW¶ method with targets quickly assessed and dropped and replaced should results dictate.

The Company has a stated aim to undertake early stage mineral exploration work, generating sufficient interest to bring in partners to assist in funding exploration and development work whilst retaining a meaningful interest in each asset.

SRK ES has reviewed results of historical exploration and visited the DVK assets to confirm the geology and mineralisation. SRK ES has also reviewed and discussed the 24 months exploration \$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 Risks and Opportunities

budget for all aVVHWVLQWKH&RPSDQ\¶VSRUWIROLR,QWKHOLJKWRIWKHUHVXOWVWRGDWHDQGWKHJHQHUDO merits of the Licence Areas, SRK ES supports the work programme proposed. DVK management team has a demonstrated track record of exploration methods and corporate strategies to achieve WKH&RPSDQ\¶VDLPVDQGLQ65.(6ތVRSLQLRQWKH'9.WHDPLVZHOOSODFHGWRGHOLYHUWKHLU intentions which are stated in this CPR.

\$&203(7(173(5621¶65(3257217+(\$SSETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN References

13 REFERENCES

Borsuk, B.I. Geological Map of the USSR with description. Scale 1:1,000,000. Sheet L-42 (Balkhash). 1948.

Chernykh, L.V., Vafin, S.N., Zhikin, I.M. et al. Report on prospecting for gold in Zharylgan site, Chu-Ili mountains (West Pribalkhashskaya Team 1981-1986). Dzhambulskaya Oblast. Yuzhkazgeologia. Alma-Ata. 1986.

Ginatlin, A.M., Vasilinko, A.N. Assessment of the prospects of the Altynsai deposit and its district according to geochemical data (report of the exploration team of geological and hydrogeological tasks on the theme 45/79). Ministry of Geology of Kazakhskaya SSR. Alma-Ata. 1979.

Kataev, V.N., Zinchenko, N.I. et al. Geology and mineralisation of sheets L-42-58-A,B,C; L-42-46- C,D and L-42-59.

.LFKPDQ(6)URORYD*ɋ5HSRUWRQWKHWKHPH%?©6XPPDU\RQ3UHFDPEULDQ Cambrian and Ordovician terrigenous formations of Betpakdala and Chu-Illi mountains aiming determination of prospective areas for precious metalls ». Alma-Ata. 1981.

Koshkin, V.Ya., Grigorjev, V.N., Kostenko, A.M., Madenov, K.U. Geological appraisal at scale 1:200,000 of sheets L-42-XVII and XVIII and preparation to publication in accordance with a SURJUDPPH³6WDWHJHRORJLFDOVXUYH\´722.D],06\$OPDW\

Kushnerenko, V.K., Rafailovich, M.S. et al. Gold prospecting in the northern part of Shabdar-Ergenektinskaya structural metallogenic zone of Dzhalair-Naimansky synclinorium. Report on geological task 55-28. Stepgeologia Fund. Shalginsk. 1999.

Nazarov, Yu.L., Krasnov, G.I., Dubinchin, P.P. et al. Report of a Complex Geological Expedition ʋIRURQUHVXOWVRIDLUERUQHJHRSK\VLFDOVXUYH\SHUIRUPHd in 1985 as preparation for assessment and exploration. Alma-Ata. 1986.

Pylitsyna, A.V. Composition, structure, age and settings of Zhelvasky terrane (southern-eastern part of Chu-Ili mountains). PhD thesis.

Ryazantsev, A.V., Degtarev, K.E. et al. Ophiolites of Dzhalair-Naimanskaya zone (Southern Kazakhstan): stratigraphic units and age justification. Proceedings of the Russian Academy of 6FLHQFHV9ʋ33-364.

Samygin, S.G., Heraskova, T.N. Geology and stages of tectonic evolution of Paleozoic formations RI.D]DNKVDQ/LWKRVSKHUD9ʋ33-371.

Sushkov, V.A., Butsura, A.A., Potolytsyn, V.M. et al. A report on the results of prospecting and appraisal on Altynsai deposit 1977-1981, Dzhezkazgan Oblast. Centralkazgeologia, Balkhash, 1981.

Vinogradova, E.A. et al. Gold-bearing potential of Altynsai ore district. Report on the theme B.II.4/501(30)-³6FLHQWLILFPHWKRGRORJLFDOVXSSRUWIRUWKHLPSOHPHQWDWLRQRIUHFRPPHQGDWLRQV of VSEGEI on prospectin of gold-quartz deposits of the NoUWKHUQ%HWSDNGDOH´-1983. VSEGEI. 1983.

Volobuev, V.I., Nurpeisova, A.N. A report on the theme 406 «Summary on results of geochemical, geophysical and geological studies on the territory of Chu-Ili region, aiming of determination of long-term potential for Cu, Pb, Zn, Mo, Sn, W, Au, Ag. 1979-1980. Alma-Ata. 1981.

Yakovlev, D.I. Preliminary report on geological studies, performed in 1927, Eastern part of Chu-Ili mountains. 1927

Zharin, S.M., Glushkov, A.P., Grinvald, M.N. Geological report of Dzhamantasskaya exploration team for 1952. Almata. 1953.

Ebel, A.V. Metallurgy. In: Natural, iconic and archaeological monuments of the Altay Republic, pp. 80-136. 2015.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(RY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN Signatures

SIGNATURES

This report, \$&203(7(173(5621¶65(3257217+(\$SSETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN, was prepared by

Dr Mikhail Tsypukov, Principal Exploration Geologist

SRK Exploration Services Ltd

and reviewed by

Colin Rawbone, Principal Exploration Geologist

SRK Exploration Services Ltd

All data used as source material plus the text, tables, figures, and attachments of this document have been reviewed and prepared in accordance with generally accepted professional engineering and environmental practices.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 JORC Table 1

JORC CODE TABLE 1

Criteria	JORC Code explanation	Commentary
Sampling	Nature and quality of sampling (eg cut x	Project Apmintas
techniques	channels, random chips, or specific specialised industry standard	Kataev 1983 Geological Survey:
	measurement tools appropriate to the	Soil geochemical sampling: 500x50 m sampling grid performed over a survey area covering the
	down hole gamma sondes, or handheld minerals under investigation, such as	northern part of the Chu-Ili ore belt including the licence area. Trenching performed in conjunction with 1:10,000 mapping over Zhaksy, Altyynsai, Eshkilitau (I, II and III) and Uzuntas. No further information
	XRF instruments, etc). These examples	about this sampling programme is available.
	should not be taken as limiting the broad meaning of sampling.	¶V*ROG3URVSHFWLQJ± Stepgeologia
	Include reference to measures taken to ensure sample representivity and the x	Prospecting covered the northern part of the licence area, however exact boundaries of study area are unknown. 5325 lithogeochemical samples; 1123 core samples and 1230 heavy concentrate samples
	appropriate calibration of any	were collected.
	measurement tools or systems used. Aspects of the determination of x	No further information provided on sampling methodology or QAQC.
	mineralisation that are Material to the	Project Dalny
	,QFDVHVZKHUHµLQGXVWU\VWDQGDUG¶ZRUN Public Report. x	1957-¶V± soil survey campaigns carried out over L-43-XXXII and L-43-XXXIII sheets.
	has been done this would be relatively	± Alatagyl gold occurrences: South Balkhah Team 1966
	was used to obtain 1 m samples from VLPSOHHJµUHYHUVHFLUFXODWLRQGULOOLQJ	5000 rock chip samples collected over a 50x10 m grid. 108 channel samples collected.
	which 3 kg was pulverised to produce a	Zhenis occurrences:
	required, such as where there is coarse JFKDUJHIRUILUHDVVD\¶?,Qother cases more explanation may be gold that has inherent sampling	with a step of 200 m. In the northern part of the site, the distance between trenches varied from 50 to Over a 3.4x1.0 km area in the central part of the Zhenis site, a series of 1 km trenches were located 500 m, with average trench length of 350 m.
	problems. Unusual commodities or	South Kazakhstan Geological Enterprise (SKGE) 1974-1985:
	mineralisation types (eg submarine nodules) may warrant disclosure of	Various sampling campaigns. No information provided on sampling methodology or QAQC.
	detailed information.	Novo-1 and Novo-2 Projects
		No information has been provided on sampling techniques during historical exploration of the Novo-1 and Novo-2 licence areas.

SRK EXPLORATION SERVICES LTD 22 SEPTEMBER 2021 MT/CSR 134

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67AN

Section 1 Sampling Techniques and Data

Criteria	JORC Code explanation	Commentary
Drilling	Drill type (eg core, reverse circulation, x	Project Apmintas
techniques	auger, Bangka, sonic, etc) and details open-hole hammer, rotary air blast,	Kataev 1983 Geological Survey:
	(eg core diameter, triple or standard tube, depth of diamond tails, face	Overburden fence core drilling totalling 9215 m was conducted, 20-25% of which was performed within the licence area.
	sampling bit or other type, whether core is oriented and if so, by what method,	¶V*ROG3URVSHFWLQJ-Stepgeologia
	etc).	182 shallow prospecting drill holes, totalling 9223 m. 11 confirmation drill holes (568 m) over known occurrences. 7 structural drill holes, totalling 1877 m.
		Project Dalny
		1981-1986 Alatagyl and Alatagyl North Drilling:
		A total of 13 holes were drilled in the area by several companies. Length of holes varied from 50-222 m.
		Zhenis Occurrences:
		Shallow Rotary Airblast (RAB) drilling conducted. No information on RAB drilling results available.
		SKGE 1960-1980¶V:
		Multiple geological expeditions carried out by various teams, including significant drilling over known and prospective mineralised zones. At the Maizharylgan occurrence, two fences of 6 diamond drill holes. Holes varied in length from 27-285 m.
		Novo-1 and Novo-2 Projects
		Chudak Cu deposit:
		1940-1941 exploration included hand shallow drilling followed by 1283.7 m of core drilling.
		1954-1960: Novo-Berezovskaya Exploration Team conducted 4601.25 m of deep core drilling, 1925.27 m of shallow drilling and 9457.55 m of prospecting drilling.
		Regional Prospecting of Rudny Altai area:
		1985-1988: Altai Exploration Expedition of East Kazakhstan Geological Enterprise conducted reconnaissance and structural drilling.
		No further information on the stated drilling programmes for all projects is available.
Drill sample recovery	core and chip sample recoveries and Method of recording and assessing x	SRK ES has been unable to assess representivity of drill hole sampling due to the lack of information on known historical drilling programmes.

SRK EXPLORATION SERVICES LTD 22 SEPTEMBER 2021 MT/CSR 135

JORC Table 1

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1

Criteria		JORC Code explanation	Commentary
	x x	occurred due to preferential loss/gain of Whether a relationship exists between Measures taken to maximise sample recovery and ensure representative sample recovery and grade and whether sample bias may have nature of the samples. fine/coarse material. results assessed.
Logging	x x x	quantitative in nature. Core (or costean, The total length and percentage of the Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support Whether logging is qualitative or estimation, mining studies and appropriate Mineral Resource relevant intersections logged. channel, etc) photography. metallurgical studies.	SRK ES has been unable to verify historical logging of known drill holes, therefore it is not considered suitable for inclusion in a Mineral Resource estimation.
Sub-sampling and sample techniques preparation	x x x x x x	For all sample types, the nature, quality sampling is representative of the in situ Quality control procedures adopted for Whether sample sizes are appropriate whether quarter, half or all core taken. sampled, rotary split, etc and whether to the grain size of the material being all sub-sampling stages to maximise and appropriateness of the sample Measures taken to ensure that the If core, whether cut or sawn and If non-core, whether riffled, tube duplicate/second-half sampling. material collected, including for representivity of samples. instance results for field preparation technique. sampled wet or dry.	No information has been provided regarding sub-sampling techniques and QAQC procedures for historical drilling programmes.

A COMPETEN73(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1

Criteria	JORC Code explanation	Commentary
	sampled.
assay data laboratory Quality of tests and	The nature, quality and appropriateness analysis including instrument make and factors applied and their derivation, etc. accuracy (ie lack of bias) and precision technique is considered partial or total. duplicates, external laboratory checks) For geophysical tools, spectrometers, Nature of quality control procedures parameters used in determining the handheld XRF instruments, etc, the procedures used and whether the model, reading times, calibrations and whether acceptable levels of adopted (eg standards, blanks, of the assaying and laboratory have been established. x x x	Assay results from the stated geochemical sampling and drilling programmes were not provided with any information regarding analysis methods or QAQC procedures.
Verification of sampling and assaying	entry procedures, data verification, data Discuss any adjustment to assay data. intersections by either independent or Documentation of primary data, data storage (physical and electronic) alternative company personnel. The verification of significant The use of twinned holes. protocols. x x x x	SRK ES has been unable to verify the stated sampling procedures and assay results.
Location of data points	Accuracy and quality of surveys used to surveys), trenches, mine workings and locate drill holes (collar and down-hole Specification of the grid system used. Quality and adequacy of topographic other locations used in Mineral Resource estimation. control. x x x	were observed, therefore the location of these sites determined from the historical maps has not been SRK ES tried to identify Maijarylgan and Zhideli Cu prospects, however on a few historical drill collars Zone, 15 vertical drill holes were verified in two profiles, with 5 and 10 m intervals between drill holes. Western confirmed. SRK ES confirms a significant amount of historical drilling and trenching within the area, Locations of trenches and mining pits verified at artisanal mine workings, during the site visit. however exact collar locations are hardly visible from surface observations. At the Alatagyl Novo-1 and Novo-2 Projects Project Apmintas Project Dalny

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1

		JORC Code explanation	Commentary
			No evidence of historical trenches or pits exist, with the exception of the Chudak Cu deposit. Locations of some historical pits and trenches at the Chudak Cu deposit, identified from satellite imagery, were verified during the site visit.
Data spacing distribution and	x x x	Whether sample compositing has been distribution is sufficient to establish the Resource and Ore Reserve estimation continuity appropriate for the Mineral procedure(s) and classifications degree of geological and grade Whether the data spacing and Data spacing for reporting of Exploration Results. applied. applied.	Total Cu resources of the Chudak deposit were estimated in 1941. SRK ES does not consider the data No information is known for historical mineral resource estimates on all project areas, except for the spacing and distribution is sufficient to establish a modern MRE. Chudak Cu deposit.
Orientation of geological relation to structure data in	x x	achieves unbiased sampling of possible is known, considering the deposit type. mineralised structures is considered to structures and the extent to which this If the relationship between the drilling have introduced a sampling bias, this orientation and the orientation of key Whether the orientation of sampling should be assessed and reported if material.	programmes, therefore SRK ES cannot verify that such sampling programmes were unbiased. There is a lack of information provided on the orientation of historical sampling and drilling
security Sample	x	The measures taken to ensure sample security.	No information has been provided regarding sample security measures taken during historical sampling programmes.
Audits or reviews	x	The results of any audits or reviews of sampling techniques and data.	during the late 20th century. Further information on these reviews can be sourced from Koshkin et al., SRK ES has not carried out any detailed audits or reviews of sampling techniques and data to date. Various review of historical data have been carried out by State geological expedition programmes 2020 (Project Apmintas); Feklistov et al., 1984 (Project Dalny); Demioya and Lutkovskaya, 1968 ± Rudny Altai area) (Novo-1 and Novo-2 Projects

\$&203(7(173(5621¶65(3257217+(\$66ETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN JORC Table 1

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.)

	(Criteria listed in the preceding section also apply to this section.)
Criteria	JORC Code explanation	Commentary
tenement and land tenure Mineral status	Type, reference name/number, location and ownership including agreements or interests, historical sites, wilderness or time of reporting along with any known material issues with third parties such impediments to obtaining a licence to The security of the tenure held at the national park and environmental as joint ventures, partnerships, overriding royalties, native title operate in the area. settings. x x	Kazakh NatLRQDO0LQLQJ&RPSDQ\³7DX-.HQ6DPUXN´RU³7.6´?LVRZQHURIWKH3URMHFWVZKLOH '9.DFWVDV2SHUDWRUDQG)XQGHU7.6ZLOOWUDQVIHUOLFHQFHVWRD6SHFLDO3XUSRVH9HKLFOH³639´ The exploration licences held are the 670-EL, 774-EL, 847-EL and 914-EL licences. owned 80% DVK and 20% TKS, 12 months after the licence award.
done by other Exploration parties	Acknowledgment and appraisal of exploration by other parties. x	The licence area has been subjected to the following geological studies, which included part of, or the 1967: Ground magnetic survey and ground gravimetric survey by Agadyrskaya Geophysical 1952: Dzhamantasskaya Expedition geological prospecting; Regional airborne geophysical vehicle-borne radiometric survey, hydrogeological, structural and metallogenic surveys and 1950: Institute of Geological Sciences of the Academy of Sciences of the USSR geological 1977-%DONKDVK([SHGLWLRQH[SORUDWLRQRI\$OW\QDLVWUXFWXUDO]RQH.DWDHY¶VJHRORJLFDO survey including mapping, soil sampling, gravimetric and magnetic surveys, ground and 1974-1977: VSEGEI detailed metallogenic study and geological appraisal at 1:200,000. 1966: Airborne magnetic and gamma-spectrometric surveys by VIGR Aeroteam 1968-1969: Gravimetric survey by Zheskazganskaya Geophysical Expedition Western Siberian Geophysical Trust 1956: Magnetic survey over Altynsai gold occurrence (Kaneev) 1945-1948: All-Union Aerogeological trust geological mapping 0LG¶V96(*(,SURspecting for piezo-optic raw material 1948-1953: Andessaiskaya Team geological mapping 1927-1937: USSR Middle Asia geological mapping survey by Aeromagnetic Expedition of overburden drilling. whole, of the licence: Expedition Project Apmintas survey x x x x x x x x x x x x
		1979-1981: Southern Kazakhstan expedition reviewed results of historical geophysical surveys x

SRK EXPLORATION SERVICES LTD 22 SEPTEMBER 2021 MT/CSR 139

		¶V*HRORJLFDOSURVSHFWLQJE\6WHSJHRORJLDLQFOXGLQJGULOOLQJDQGURFNFKLSFRUHDQG 19¶V\$LUERUQHPDJQHWLFDQGJDPPD-spectrometric survey by Nevskaya Expedition. /DWH¶V.D]DNK6WDWH,QVWLWXWHRI0LQHUDO5HVRXUFHVdesktop study reviewed and analysed geology and metallogeny of sheets L-42-XVII and L-42-XVIII. and outlined prospective geophysical anomalies. heavy concentrate sampling.		The licence area has been subjected to the following geological studies, which included part of, or the	1927-1937: USSR Middle Asia geological mapping	¶V6\VWHPDWLFJHRORJLFDOVWXGLHVRIWKHDUHDDWVFDOH 1945-1948: All-Union Aerogeological trust geological mapping	1957: Airborne magnetic survey by Aeromagnetic team of South Kazakhstan Expedition.	1965-1966: South Pribalkhash Team of South Kazakhstan State expedition geological survey including geological traverses, soil sampling, trenching, prospective shafts, channel and grab	discovery of Zhideli and Koizharylgan porphyry-Cu occurrences within the licence area. 1974-1975: Chu-Balkhash Team of Central Expedition of SKGE prospecting, including	1977-1985: Kazakh airborne geophysical expedition, including gravimetric, magnetic and spectrometric surveys.	West Balkash team of SKGE prospecting including drilling and trenching. Review 1980-1984:	West Pribalkhash team of SKGE study of Zharylgan area. of historical data. 1981-1985:	Producing mines date back to 1789 (Ridder mine), 1811 (Krukov mine), 1817 (Filippoy mine), 1820 (Sokolnoe mine).	1912: First geological maps of Rudny Altai	1931: Geological survey of Rudny Altai at 1:84,00 scale (Eliseev)	1950-1951 and 1959-1962: Two geological mapping studies by State government. 1936: geological mapping at 1:500,000 scale (V.P.Nekhoroshev)	¶V96(*(,UHYLHZHGKLVWRULFDO906H[SORUDWLRQUHVXOWVRI5XGQ\$OWDLUHJLRQQHZ
	Commentary	x x x	Project Dalny	whole, of the licence:	x	x x	x	x	x	x	x	x	x	x	x	x x	x
	JORC Code explanation
JORC Table 1	Criteria

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1

Criteria	JORC Code explanation	Commentary
		1984-1987: Metallogenic study performed by Kazakhstan Experimental-Methodical Expedition. 1985-1988: Altai Exploration Expedition of East Kazakhstan Geological Enterprise performed prospecting for VMS deposits, including reconnaissance and structural drilling, geophysical ground surveys (transient electromagnetics, IP surveys, magnetics) and deep penetration (DUO\¶V5HYLVHGJHRlogical mapping by VostokGeoConsulting LLC during Kazakh 0LG¶VWR¶V)XUWKHUH[SORUDWLRQ of Novoberezoyskoe, Chudakskoe and other geological survey programe GDP-200. deposits by various authors. geochemistry. x x x x
Geology	Deposit type, geological setting and style of mineralisation. x	sedimentary sequences and magmatic complexes. The Chu-Ili ore belt is the most metalliferous part of in the mid-Palaeozoic. The DN belt includes ophiolite complexes, island arc volcanics, back arc and rift Dzhalair-Naiman ³'1´? Palaeozoic orogenic belt, formed during assembly of the Gondwana continent Licence areas 670-EL (Apmintas) and 774-EL (Dalny) are located in the north-eastern flank of Project Apmintas and Project Dalny DN belt. the
		Project Apmintas and Dalny property geology both include Palaeozoic and Cenozoic sequences.
		suites, separated by tectonic contacts and/or angular unconformities. Cenozoic rocks fill troughs and Palaeozoic rocks at Apmintas include Middle and Upper Ordovician and Lower and Upper Devonian shallow depressions within the area and included Paleogene, Neogene and Quaternary systems. Middle to post-Devonian magmatic complexes include the Tastobinsky, Kyzylzhartassky and Betpakdalinsky complexes.
		Palaeozoic rocks at Dalny include Cambrian, Ordovician and Devonian suites. Cenozoic suites include quaternary deposits are also present. Magmatic complexes include the Early Cambrian Ophiolite the Neogene Andasaiskaya Suite on the east boundary of the licence and the Ili Suite. Surficial Complex and Middle Devonian subvolcanic intrusions.
		granite porphyry complex or Ordovician sedimentary rocks in vicinity of Devonian porphyry complex, so According to historical reports, most of gold mineralisation within the Chu-Ili metallogenic belt is related carbon-rich schist sequence at Ushalyk. Cu (Au) porphyry occurrences are also identified in the Chu-Ili to quartz-sulphide veins and stockwork zones hosted by Devonian Kyzylzhartas gabbro-granodiorite can be considered as intrusion-related type. Shear-zone hosted gold mineralisation is hosted in a belt, however no significant deposits have yet been found.
		Novo-1 and Novo-2 Projects
		Licence areas 847-EL (Novo-1) and 914-EL (Novo-2) are located in the Rudny Altai region of the extends from eastern Kazakhstan to northwestern China. VMS deposit formation was related to Central Asian Orogenic Belt. The region is one of the largest VMS provinces in the world which

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$ZAKHSTAN, REPUBLIC OF KAZAKHSTAN

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1

JORC Table 1

		Commentary
		Devonian-Carboniferous island-arc magmatism, with mineralisation hosted predominantly by Devonian VMS mineralisation is located. The Chudak Cu deposit is located in the eastern part of licence 847-EL, Belousovka metallogenic subzone. There is not a generally accepted stratigraphic correlation between as consists of a quartz vein containing massive and disseminated sulphide mineralisation, hosted by the suites of different parts of the metallogenic belt, especially for the Devonian system, where most IHOVLFWRPDILFVHTXHQFHVDQGUHFRJQLVHGDV³NXURNR´DQG³EHVVKL´W\SHV/LFHnce 847-EL is located the volcanic-sedimentary Upper Devonian Pikhtovsk suite. The vein has been traced for more than predominantly within the Irtysh shear zone subzone, whereas 914-EL is located in the Orlovka 200 m along strike and with greater than 200 m vertical extent.
o o o o o x x Information Drill hole	A summary of all information material to following information for all Material drill elevation above sea level in metres) easting and northing of the drill hole down hole length and interception the understanding of the exploration ± If the exclusion of this information is exclusion does not detract from the elevation or RL (Reduced Level results including a tabulation of the information is not Material and this Competent Person should clearly understanding of the report, the dip and azimuth of the hole justified on the basis that the explain why this is the case. of the drill hole collar hole length. depth collar holes:	data is currently unverified and is not considered suitable for inclusion in a Mineral Resource Estimate. Historical drilling data has not been included here as it is not considered material to the Project. The
x x aggregation methods Data	Where aggregate intercepts incorporate and cut-off grades are usually Material short lengths of high grade results and truncations (eg cutting of high grades) maximum and/or minimum grade weighting averaging techniques, In reporting Exploration Results, and should be stated.	± see above Not applicable

SRK EXPLORATION SERVICES LTD 22 SEPTEMBER 2021 MT/CSR 142

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+STAN

Criteria	JORC Code explanation	Commentary
	The assumptions used for any reporting longer lengths of low grade results, the examples of such aggregations should procedure used for such aggregation of metal equivalent values should be should be stated and some typical be shown in detail. clearly stated. x
mineralisation Relationship widths and intercept between lengths	important in the reporting of Exploration hole lengths are reported, there should known, its nature should be reported. be a clear statement to this effect (eg If the geometry of the mineralisation with respect to the drill hole angle is If it is not known and only the down These relationships are particularly µGRZQKROHOHQJWKWUXHZLGWKQot Results. NQRZQ¶ x x x	Not applicable
Diagrams	discovery being reported These should should be included for any significant Appropriate maps and sections (with scales) and tabulations of intercepts view of drill hole collar locations and include, but not be limited to a plan appropriate sectional views. x	Not applicable
Balanced reporting	representative reporting of both low and practiced to avoid misleading reporting Exploration Results is not practicable, Where comprehensive reporting of all high grades and/or widths should be of Exploration Results. x	Not applicable
substantive exploration Other data	including (but not limited to): geological Other exploration data, if meaningful results; geochemical survey results; observations; geophysical survey and material, should be reported x	No other material exploration data is available for the Projects.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1

methods, e.g. soil sampling or grab/chip sampling. Exploration for Intrusion-related gold mineralisation: Exploration Licences 774-EL and 670-EL Exploration Licences 847-EL and 914-EL Exploration for VMS mineralisation: ƒ ƒ ƒ ƒ bulk density, groundwater, geotechnical The nature and scale of planned further Diagrams clearly highlighting the areas work (eg tests for lateral extensions or depth extensions or large-scale step of possible extensions, including the treatment; metallurgical test results; main geological interpretations and ± size and method of and rock characteristics; potential future drilling areas, provided this information is not commercially deleterious or contaminating bulk samples substances. out drilling). sensitive. x x Further work	Criteria	JORC Code explanation	Commentary



			Regional remote sensing and structural study with ground verification.
			Geochemical methods are considered as the most appropriate reconnaissance and ground truthing
			IP and resistivity geophysical surveys over the licence areas are suggested as the most appropriate geophysical prospecting methods for intrusion-related gold.


			Further exploration within the licences should focused on areas composed of volcanic rocks and be based on airborne and ground geophysical methods, including gravimetric, magnetic and electromagnetic surveys.

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1 JORC Table 1

Section 3 Estimation and Reporting of Mineral Resources

(Criteria listed in section 1, and where relevant in section 2, also apply to this section.)

Criteria	JORC Code explanation	Commentary
Database integrity	example, transcription or keying errors, between its initial collection Measures taken to ensure that data has not been corrupted by, for and its use for Mineral Resource estimation purposes. Data validation procedures used. x x	Not applicable
Site visits	If no site visits have been undertaken indicate why this is the case. Comment on any site visits undertaken by the Competent Person and the outcome of those visits. x x	Mikhail Tsypukov, Principal Exploration Geologist for SRK ES, visited the Licences 847-EL and 914-EL were visited on May 29th and 30th 2021 Azamat Bizhanov (geologist), Victor Moldovanov (driver), Vilen (geology Projects during May 2021, accompanied by DVK personnel, including Licence 774-EL was visited on May 3rd 2021 Licence 670-EL was visited on May 5th 2021 student). ƒ ƒ ƒ
interpretation Geological	The effect, if any, of alternative interpretations on Mineral Resource Confidence in (or conversely, the uncertainty of ) the geological The use of geology in guiding and controlling Mineral Resource The factors affecting continuity both of grade and geology. Nature of the data used and of any assumptions made. interpretation of the mineral deposit. estimation. estimation. x x x x x	Not applicable
Dimensions	The extent and variability of the Mineral Resource expressed as length (along strike or otherwise), plan width, and depth below surface to the upper and lower limits of the Mineral Resource. x	Not applicable
Estimation and techniques modelling	applied and key assumptions, including treatment of extreme grade The availability of check estimates, previous estimates and/or mine estimation method was chosen include a description of computer distance of extrapolation from data points. If a computer assisted production records and whether the Mineral Resource estimate The nature and appropriateness of the estimation technique(s) values, domaining, interpolation parameters and maximum software and parameters used. x x	Not applicable

A COMPET(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1

Criteria	JORC Code explanation	Commentary
	In the case of block model interpolation, the block size in relation to Description of how the geological interpretation was used to control Discussion of basis for using or not using grade cutting or capping. Estimation of deleterious elements or other non-grade variables of Any assumptions behind modelling of selective mining units. The assumptions made regarding recovery of by-products. The process of validation, the checking process used, the economic significance (eg sulphur for acid mine drainage the average sample spacing and the search employed. comparison of model data to drill hole data, and use of Any assumptions about correlation between variables. takes appropriate account of such data. reconciliation data if available. the resource estimates. characterisation). x x x x x x x x
Moisture	moisture, and the method of determination of the moisture content. Whether the tonnages are estimated on a dry basis or with natural x	Not applicable
parameters Cut-off	The basis of the adopted cut-off grade(s) or quality parameters applied. x	Not applicable
or assumptions Mining factors	case, this should be reported with an explanation of the basis of the determining reasonable prospects for eventual economic extraction Assumptions made regarding possible mining methods, minimum mining dimensions and internal (or, if applicable, external) mining Where this is the to consider potential mining methods, but the assumptions made regarding mining methods and parameters when estimating dilution. It is always necessary as part of the process of Mineral Resources may not always be rigorous. mining assumptions made. x	Not applicable
Metallurgical assumptions factors or	determining reasonable prospects for eventual economic extraction regarding metallurgical treatment processes and parameters made Where this is the case, this should be reported with an explanation to consider potential metallurgical methods, but the assumptions The basis for assumptions or predictions regarding metallurgical when reporting Mineral Resources may not always be rigorous. amenability. It is always necessary as part of the process of of the basis of the metallurgical assumptions made. x	Not applicable

Commentary	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
JORC Code explanation	determining reasonable prospects for eventual economic extraction Assumptions made regarding possible waste and process residue to consider the potential environmental impacts of the mining and consideration of these potential environmental impacts should be disposal options. It is always necessary as part of the process of Where these aspects have not been considered this While at this stage the determination of potential environmental impacts, particularly for a greenfields project, may not always be well advanced, the status of early should be reported with an explanation of the environmental processing operation. assumptions made. reported. x	assumptions. If determined, the method used, whether wet or dry, methods that adequately account for void spaces (vugs, porosity, etc), moisture and differences between rock and alteration zones The bulk density for bulk material must have been measured by Whether assumed or determined. If assumed, the basis for the Discuss assumptions for bulk density estimates used in the the frequency of the measurements, the nature, size and evaluation process of the different materials. representativeness of the samples. within the deposit. x x x	Whether appropriate account has been taken of all relevant factors :KHWKHUWKHUHVXOWDSSURSULDWHO\UHIOHFWVWKH&RPSHWHQW3HUVRQ¶V (ie relative confidence in tonnage/grade estimations, reliability of input data, confidence in continuity of geology and metal values, The basis for the classification of the Mineral Resources into quality, quantity and distribution of the data). varying confidence categories. view of the deposit. x x x	The results of any audits or reviews of Mineral Resource estimates. x	procedures to quantify the relative accuracy of the resource within Person. For example, the application of statistical or geostatistical stated confidence limits, or, if such an approach is not deemed approach or procedure deemed appropriate by the Competent Where appropriate a statement of the relative accuracy and confidence level in the Mineral Resource estimate using an x
Criteria	Environmen-tal assumptions factors or	Bulk density	Classification	Audits or reviews	Discussion of confidence accuracy/ relative

SRK EXPLORATION SERVICES LTD 22 SEPTEMBER 2021 MT/CSR 147

\$&203(7(173(5621¶65(3257217+(\$66(762)',6&29(5<9(1785(6.\$=\$.+67\$15(38%/,&2).\$=\$.+67\$1

\$&203(7(173(5621¶65(3257217+(\$SSETS OF DISCOVERY VENTURES KAZAKHSTAN, REPUBLIC OF KAZAKHSTAN
	JORC Table 1

Commentary

JORC Code explanation

appropriate, a qualitative discussion of the factors that could affect
be relevant to technical and economic evaluation. Documentation
estimates, and, if local, state the relevant tonnages, which should
The statement should specify whether it relates to global or local
should include assumptions made and the procedures used.
These statements of relative accuracy and confidence of the
estimate should be compared with production data, where
the relative accuracy and confidence of the estimate.
available.
x
x

Criteria

PART VI

THE PLACING AND SUBSCRIPTION

1. Placing, Subscription and Re-Admission

Places and Subscribers have agreed to subscribe for the following number of new Ordinary Shares at the Fundraise Price of £0.05 per share, raising gross proceeds of £3,100,000:

	No. of Ordinary Shares	Funds raised (£)	% of Existing Ordinary Share Capital	% of Enlarged Ordinary Share Capital
Placees	38,050,000	1,902,500	54.7	20.9
Subscribers	23,950,000	1,197,500	34.4	13.1
Total	–––––––––– 62,000,000 ––––––––––	–––––––––– 3,100,000 ––––––––––	–––––––––– 89.1% ––––––––––	–––––––––– 34% ––––––––––

The issue of the Placing Shares to Placees pursuant to the Placing is subject to certain conditions as set out in the Placing Agreement including, amongst other things, fulfilment of the following conditions:

the Placing Agreement having become unconditional in all respects save for completion of the Placing;
the Company having complied with its obligations under the Placing Agreement in all material respects to the extent that such obligations are required to be performed prior to Admission; and
Admission having become effective at or before 8.00 a.m. on 10 January 2022 (or such later date agreed between the Company and Peterhouse but not later than 31 January 2022).

The Company and the Subscribers have entered into the Subscription Letters pursuant to which the Subscribers have conditionally agreed to subscribe for the Subscription Shares at the Fundraise Price. The Subscription Letters are conditional on Admission occurring not later than 31 January 2022. The Subscription Letters do not include any underwriting obligations. Further details of the Subscription Letters are set out in paragraph 18.14 of "Part XI – Additional Information" of this Document.

The Directors believe that raising funds by way of a placing and a subscription (as opposed to a rights issue or open offer) will provide the certainty required for the Company's funding requirements and is more cost effective than a rights issue or open offer. The Placing Shares and Subscription Shares will, when issued and fully paid, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends or other distributions declared, made or paid after the date of their issue.

A summary of the material terms of the Placing Agreement and conditions in the Subscription Letters are set out in paragraphs 18.5 and 18.14, respectively, of Part XI of this Document.

Application will be made for the Placing Shares and Subscription Shares to be admitted to listing on the standard segment of the Official List and to trading on the London Stock Exchange's Main Market. It is expected that Admission will become effective and dealings in the Placing Shares and Subscription Shares will commence at 8.00 a.m. on 10 January 2022.

The Company and the Directors have ensured that the Company shall have sufficient Ordinary Shares in public hands, as defined in the Listing Rules. The Board has determined that on Admission, 89,431,490 Ordinary Shares are held by shareholders that fall within the Listing Rule 14 definition of shares in public hands. As such the Board have ensured that a minimum of 49.07 per cent. of the Ordinary Shares have been allocated to investors whose individual and unconnected shareholdings will each equate to less than 5.0 per cent. the Enlarged Ordinary Share Capital, and who do not fall within any of the other excluded categories of investors in Listing Rule 14.2.2 (4).

2. Payment for the New Shares

Each Investor must pay the Placing Price for the New Shares issued to the Investor in the manner directed by the Company. Each Subscriber must pay the Fundraise Price for the Subscription Shares allocated to them in accordance with the terms of their Subscription Letter. If any Investor fails to pay as so directed by the Company, the relevant Investor's application for New Shares may be rejected. If Admission does not occur, subscription monies will be returned without interest at the risk of the applicant by Peterhouse in the case of Placees and by the Company in the case of Subscribers.

3. CREST

CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Articles permit the holding of Ordinary Shares under the CREST system. Accordingly, settlement of transactions in the Ordinary Shares following Re-Admission may take place within the CREST system if any Shareholder so wishes.

CREST is a voluntary system and investors who wish to receive and retain certificates for their securities will be able to do so. Except as otherwise described herein, the Placees may elect to receive Ordinary Shares in uncertificated form if such Shareholder is a member (as defined in the CREST Regulations) in relation to CREST.

4. Overseas Shareholders

The Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares may not be offered, sold, resold, transferred or distributed directly or indirectly, and this Document may not be distributed by any means including electronic transmission within, into, in or from the United States or to or for the account or benefit of persons in the United States, Australia, South Africa, the Republic of Ireland, Canada, Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. This Document does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly within, into or in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. There will be no public offer in the United States, although the Company may sell the Ordinary Shares in a private placement transaction in the United States pursuant to an exemption from registration.

The distribution of this Document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possessions this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

None of the Ordinary Shares have been approved or disapproved by the United States Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon or endorsed the merit of the offer of the Ordinary Shares or the accuracy or the adequacy of this Document. Any representation to the contrary is a criminal offence in the United States.

5. Transferability

The Company's Ordinary Shares are freely transferable, free from all liens and tradable and there are no restrictions on transfer.

6. Dealing arrangements

Application has been made to the UK Listing Authority for all the Ordinary Shares to be listed on the Official List and application has been made to the London Stock Exchange for the Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities.

It is expected that Admission will take place and unconditional dealings in the Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. on 10 January 2022. This date and time may change. It is intended that settlement of Ordinary Shares allocated to Investors will take place by means of crediting relevant CREST stock accounts on Admission. Dealings in advance of crediting of the relevant CREST stock account shall be at the risk of the person concerned. When admitted to trading, the Ordinary Shares will be registered with ISIN GB00BN92HZ16 and SEDOL number BN92HZ1.

PART VII

FINANCIAL INFORMATION ON THE ENLARGED GROUP

PART VII (Part A): HISTORICAL FINANCIAL INFORMATION ON THE COMPANY

The Company was incorporated on 17 December 2020 and its first financial year end is 30 November 2021. The Company has not therefore published annual accounts for a full financial year.

On 27 April 2021, the Company published a prospectus which included audited historical financial information for the period ended 31 December 2020 (the audited interim financial information). The report was without qualification and contained no statements under section 498(2) or (3) of the Companies Act 2006 and was prepared in accordance with International Financial reporting Standards and is being incorporated by reference in accordance with Prospectus Regulation Rule 2.4.1.

This Document should be read and construed in conjunction with the audited historic financial information.

The following list is intended to enable investors to identify easily specific items of information which have been incorporated by reference into this Document. The parts of this Document which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this prospectus. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information will not form part of this Document.

The page numbers below refer to the relevant pages of the IPO Prospectus which incorporates the audited historic financial information made up to 31 December 2020:

Accountants report on the historic financial information page 36 to 37;
Statement of comprehensive income for the period to 31 December 2020 page 38;
Statement of financial position as at 31 December 2020– page 39;
Statement of cash flows for the period to 31 December 2020 page 40;
Statement of changes in equity for the period to 31 December 2020 page 41; and
Notes to the historic financial information page 42 to 46.

A copy of the IPO Prospectus incorporating the audited historic financial information made up to 31 December 2020 and audited financial is available for inspection as provided for in paragraph 27 of Part XI of this Document. Set out below is a hyperlink to a copy of the IPO Prospectus published on the Company's website:

https://east-star-resources.com/wp-content/uploads/2021/04/Prospectus-East-Star-Resources-Plc-27- April-2021.pdf

In relation to the audited financial information incorporated by reference above, no audit reports have been refused by the auditors of the Company and no audit reports contain qualifications or disclaimers.

PART VII (Part B): EAST STAR RESOURCES PLC UNAUDITED INTERIM FINANCIAL INFORMATION STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD FROM INCORPORATION TO 31 MAY 2021

		Unaudited Period ended 31 May 2021
	Notes	£
Administrative expenses		(239,334) –––––––––
Operating loss Finance income/(expense)		(239,334) – –––––––––
Loss before taxation Income tax	4	(239,334) – –––––––––
Loss for the period from continuing operations		(239,334) –––––––––
Total loss for the year attributable to equity holders of the Company Other comprehensive loss		– –––––––––
Total comprehensive loss attributable to equity holders of the Company		(239,334) –––––––––
Basic earnings per ordinary share (pence)	5	(1.12)

The notes form an integral part of this Historic Financial Information.

INTERIM FINANCIAL INFORMATION STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2021

		Unaudited As at 31 May 2021
	Notes	£
ASSETS CURRENT ASSETS Cash and cash equivalents		2,053,719
Trade & Other Receivables	6	7,460 –––––––––
TOTAL ASSETS		2,061,179 –––––––––
LIABILITIES CURRENT LIABILITIES
Trade and other payables	7	84,054 –––––––––
TOTAL LIABILITIES		84,054 –––––––––
NET ASSETS		1,977,125
EQUITY		–––––––––
Share Capital	8	608,671
Share Premium	8	1,587,598
Share Based Payment Reserves	9	20,190
Retained Earnings		(239,334) –––––––––
TOTAL EQUITY		1,977,125 –––––––––

The notes form an integral part of the Unaudited Interim Financial Information.

INTERIM FINANCIAL INFORMATION STATEMENT OF CASHFLOW FOR THE PERIOD FROM INCORPORATION TO 31 MAY 2021

	Unaudited Period to 31 May 2021 £
Cash flow from operating activities
Loss before income tax	(239,334)
Adjustments for:
Share based payment	20,190
Changes in working capital: Decrease/(increase) in other receivables	(7,460)
Increase/(decrease) in payables	77,912
Decrease/(increase) in other payables	6,142
Net cash used in operating activities Cashflows from financing activities	––––––––– (142,550)
Proceeds from issue of ordinary shares	2,282,999
Share issue costs	(86,730)
Net cash used in financing activities Net increase in cash and cash equivalents	––––––––– 2,196,269
Net (decrease)/increase in cash held	2,053,719
Cash and cash equivalents at beginning of financial year	–
Cash and cash equivalents at end of financial year	––––––––– 2,053,719 –––––––––

INTERIM FINANCIAL INFORMATION STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM INCORPORATION TO 31 MAY 2021

	Ordinary Share capital £	Share Premium £	Share Based Payment Reserves £	Retained earnings £	Total equity £
Comprehensive income for the period Profit for the period	–	–	–	(239,334) ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	(239,334)
Total comprehensive income for the period Transactions with owners Ordinary Shares issued on	–	–	–	(239,334)	(239,334)
incorporation (17 November 2020) Ordinary Shares Issued (8 March 2021) Ordinary Shares Issued (4 May 2021) Broker Warrants Issued (4 May 2021) Share Issue Costs	1,000 297,502 396,899 – (86,730)	– – 1,587,598 – –	– – – 20,190 –	– – – – – ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	1,000 297,502 1,984,497 20,190 (86,730)
Total transactions with owners	608,671	1,587,598	20,190	––––––––– ––––––––– ––––––––– ––––––––– –––––––––	(239,334) 1,977,125
As at 31 May 2021	608,671	1,587,598	20,190	––––––––– ––––––––– ––––––––– ––––––––– –––––––––	(239,334) 1,977,125

INTERIM FINANCIAL INFORMATION NOTES TO THE FINANCIAL INFORMATION FOR THE PERIOD FROM INCORPORATION TO 31 MAY 2021

1. General information

The Company was incorporated on 17 November 2020 in England and Wales with Registered Number 13025608 under the Companies Act 2006, under the name Cawmed Resources Limited. The Company subsequently changed its name to East Star Resources Limited on 27 January 2021 and on 3rd March 2021 re-registered as a plc.

The address of its registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.

The principal activity of the Company is to seek suitable investment opportunities primarily in the natural resources sector.

The Company listed on the London Stock Exchange ("LSE") on 19th April 2021.

2. Accounting Policies

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

2.1 Basis of preparation

The condensed Interim Financial Information has been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS The Interim Financial Information does not include all disclosures that would otherwise be required in a complete set of financial information but have been prepared in accordance with the existing accounting policies, as shown in the Historic Financial Information, as included in Part VII Section A, and policies expected to be applied in the Financial Statements for the period ended 30 November 2021.

The Interim Financial Information for the period ended 31 May 2021 is unaudited.

The principal accounting policies applied in the preparation of the Interim Financial Information are set out below. These policies have been consistently applied to the period presented, unless otherwise stated.

The Interim Financial Information has been prepared for the sole purpose of publication within this Prospectus. It has been prepared in accordance with the requirements of the Prospectus Rules and in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006. The Interim Financial Information has been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense.

The Historic Financial Information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

The Historic Financial Information is presented in £ unless otherwise stated, which is the Company's functional and presentational currency.

No comparative figures have been presented as the Interim Financial Information covers the full period from incorporation on 17 November 2020.

2.2 Going concern

The financial information has been prepared on the going concern basis, which assumes that East Star will continue in operational existence for the foreseeable future.

The Company had a net cash outflow from operating activities for the period of £142,500 and at 31 May 2021 had cash and cash equivalents balance of £2,053,719.

The Directors consider that the continued adoption of the going concern basis is appropriate having reviewed the forecasts for the coming 18 months and the accounts do not reflect any adjustments that would be required if they were to be prepared on any other basis.

2.3 Standards and interpretations issued and not yet effective:

As of 1 January 2020, the Company adopted IAS 1 and IAS 8 (amendments) definition of material, IFRS 3 (amendments) business combinations and Amendments to References to the Conceptual Framework in IFRS Standards. The adoption of these standards did not have a material impact on the financial information.

Of the other IFRS and IFRIC amendments, none are expected to have a material effect on future Company Financial Information.

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

Standard	Impact on initial application	Effective date
IFRS 3	Reference to Conceptual Framework	1 January 2022
IAS 37	Onerous contracts	1 January 2022
IAS 16	Proceeds before intended use	1 January 2022
Annual improvements	2018-2020 Cycle	1 January 2022
IFRS 17	Insurance contracts	1 January 2023
IAS 8	Accounting estimates	1 January 2023
IAS 1	Classification of Liabilities as Current or Non-Current	1 January 2023

None are expected to have a material effect on the future financial statements of the Company.

2.4 Equity

Share capital is determined using the nominal value of shares that have been issued.

The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits.

Retained losses includes all current and prior period results as disclosed in the income statement.

2.5 Earnings per Ordinary Share

The Company presents basic and diluted earnings per share data for its Ordinary Shares.

Basic earnings per Ordinary Share is calculated by dividing the profit or loss attributable to Shareholders by the weighted average number of Ordinary Shares outstanding during the period.

Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares for the effects of dilutive potential Ordinary Shares.

2. Critical accounting estimates and judgments

In preparing the Interim Financial Information, the Directors have to make judgments on how to apply the Company's accounting policies and make estimates about the future. Estimates and judgements are continuously evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

Warrants – estimates and assumptions

The grant date fair value of such warrants is calculated using a Black-Scholes model whose input assumptions are derived from market and other internal estimates.

The key estimates include volatility rates and the expected life of the options is disclosed in Note 9.

3. Employees and Directors' Remuneration

There were no employees of the Company in the period under review, other than the three directors.

Directors' remuneration for the period was as follows:

	Cash based	Share based	Total
	remuneration	remuneration	remuneration
	31 May	31 May	31 May
	2021	2021	2021
	£	£	£
Charles Wood	2,000	–	2,000
Anthony Eastman	2,000	–	2,000
Alexander Barblett	2,000	–	2,000
	––––––––	––––––––	––––––––
	6,000	–	6,000
	––––––––	––––––––	––––––––

4. Income Tax

	31 May
	2021
	£
Current tax	–
Deferred tax	–
	––––––––
Income tax expense	–
	––––––––

Income tax can be reconciled to the loss in the statement of comprehensive income as follows:

	Period ended 31 May 2021 £
Loss before taxation	(239,334)
Tax at the UK corporation tax rate of 19% Tax losses on which no deferred tax asset has been recognised	–––––––– (45,473) 45,473 –––––––– –

––––––––

5. Earnings per Ordinary Share

There were no potentially dilutive instruments in issue at the period end.

		As at 31 May 2021 Weighted average
	Earnings	number of Ordinary	Per-share amount
	£	Shares	(pence)
Basic earnings per Ordinary Share
Earnings attributable to Shareholders	(239,334)	21,464,082	(1.12)

Dilutive earnings per share is not shown as the Company is loss making and as a result, additional equity instruments are anti-dilutive.

6. Trade and Other Receivables

	31 May 2021
	£
Prepayments	7,460 ––––––––
	7,460 ––––––––
7. Trade & Other Payables
	31 May
	2021
	£
Trade Creditors	77,912
Other Payables	6,142 ––––––––
	84,054

8. Share Capital

	Ordinary	Share	Share
	Shares #	Capital £	Premium £	Total £
Issue of ordinary shares
on incorporation1	100,000	1,000	–	1,000
Issue of ordinary shares2	5,900,000	59,000	–	59,000
Issue of ordinary shares3	23,850,217	238,502	–	238,502
Issue of ordinary shares4	39,689,947	396,899	1,587,598	1,984,497
Share issue costs	–	(86,730)	–	(86,730)
At 31 May 2021	–––––––––– 69,540,164	–––––––––– 608,671	–––––––––– 1,587,598	–––––––––– 2,196,269
	––––––––––	––––––––––	––––––––––	––––––––––

––––––––

1 On incorporation on 17 November 2020, the Company issued 100,000 ordinary shares of £0.01 at their nominal value of £0.01.

2 On 8 March 2021, the Company issued 5,900,000 ordinary shares at their nominal value of £0.01.

3 On 8 March 2021, the Company issued 23,850,217 ordinary shares at their nominal value of £0.01.

4 On admission to the Standard List of the LSE on 4 May 2021, 39,689,947 shares were issued at a placing price of £0.05.

9. Share Based Payment Reserves

	Total £
Broker placing warrants Issued1	20,190 ––––––––
At 31 May 2021	20,190 ––––––––

1 On admission to LSE on 19 April 2021 1,200,000 brokers warrants were issued that entitle the warrant holder to subscribe for one Ordinary Share at £0.05 per ordinary share. The estimated fair values of options which fall under IFRS 2, and the inputs used in the Black-Scholes model to calculate those fair values are as follows:

Date of grant	Number of warrants	Share Price	Exercise Price	Expected volatility	Expected life	Risk free rate	Expected dividends
4 May 2021	1,200,000	£0.05	£0.05	50.00%	3	0.15%	0.00%
Warrants
				Number of	Warrants	Exercise Price	Expiry date
On incorporation
Issued on 16 March 2021				6,000,000		£0.05	4 May 2023
Issued on 23 April 2020				1,200,000		£0.05	4 May 2024
At 31 May 2021				––––––––– 7,200,000 –––––––––		–––––––– £0.05 ––––––––

The weighted average exercise price of the warrants exercisable at 31 May 2021 is £0.05.

The weighted average time to expiry of the warrants as at 31 May 2021 is 2.05 years.

The 6,000,000 warrants issued on 16 March 2021 were issued alongside the placing of ordinary shares and as such are not fair valued separately.

10. Currency Risk

The Group operates in a global market with income and costs possibly arising in a number of currencies and is exposed to foreign currency risk arising from commercial transactions, translation of assets and liabilities and net investment in foreign subsidiaries. Exposure to commercial transactions arise from sales or purchases by operating companies in currencies other than the Companies' functional currency. Currency exposures are reviewed regularly.

The Group has a limited level of exposure to foreign exchange risk through their foreign currency denominated cash balances and a portion of the Group's costs being incurred in Australian Dollars. Accordingly, movements in the Sterling exchange rate against these currencies could have a detrimental effect on the Group's results and financial condition. Such changes are not considered likely to have a material effect on the Group's financial position at 31 May 2021.

The table below shows the currency profiles of cash and cash equivalents:

	31 May 2021 £
Cash and cash equivalents
Sterling	2,053,719 –––––––––
	2,053,719 –––––––––

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group's reputation.

The Company seeks to manage liquidity risk by regularly reviewing cash flow budgets and forecasts to ensure that sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Company deems there is sufficient liquidity for the foreseeable future.

The Company had cash and cash equivalents at period end as below:

	31 May 2021 £
Cash and cash equivalents	2,053,719 –––––––––
	2,053,719
The table below sets out the maturity profile of the financial liabilities at 30 June:	–––––––––
	31 May 2021 £
Due in less than one month	84,054
Due between one and three months	––––––––– –
Due between three months and one year	––––––––– –
	––––––––– 84,054
	–––––––––

Interest Rate Risk

The Company is exposed to interest rate risk whereby the risk can be a reduction of interest received on cash surpluses held and an increase in interest on borrowings the Company may have. The maximum exposure to interest rate risk at the reporting date by class of financial asset was:

	31 May 2021 £
Bank balances	––––––––– 2,053,719 –––––––––

Given the extremely low interest rate environment on bank balances, any probable movement in interest rates would have an immaterial effect.

11. Financial Assets and Financial Liabilities

	Financial assets at amortised cost	Financial liabilities at amortised cost	Total
31 May 2021
Financial assets/liabilities
Cash and cash equivalents	2,053,719	–	2,053,719
Trade and other receivables	–	–	–
Trade and other payables	– ––––––––	(77,912) ––––––––	(77,912) ––––––––
	2,053,719 ––––––––	(77,912) ––––––––	(1,975,807) ––––––––

12. Related Party Transactions

On incorporation, the Company issued 100,000 Ordinary Shares of £0.01 at £0.01 per Ordinary Share for cash consideration of £1,000 to Orana Corporate LLP, an entity of which Directors Charlie Wood and Anthony Eastman are Partners. Subsequently these shares were transferred to Director Charlie Wood.

On 24 December 2020, Directors Ainslie Capital Limited and Tournesol Consulting Limited (entities associated with Directors Charlie Wood and Anthony Eastman respectively) each subscribed for 400,000 Ordinary Shares of £0.01 at £0.01 per Ordinary share (total of 800,000) for cash consideration, of which Charlie Wood had already received the 100,000 shares as referred above.

All of these shares are paid up subsequent to period end.

13. Ultimate Controlling Party

As at 31 May 2021, there was no ultimate controlling party of the Company.

14. Post Balance Sheet Events

Subsequent to period end, the Company announced it has entered into a binding Heads of Terms to acquire 100% of the share capital by way of a reverse takeover of Discovery Ventures Kazakhstan ("DVK"), a private Kazakhstan registered company. DVK has negotiated the rights to certain prospective gold and base metals exploration licences in the Chu-ili and Rudny Altai mineral belts (the "Project") through a joint venture agreement with Kazakhstan National Mining Company, Tau-Ken Samruk JSC ("TKS").

The Company has also subscribed for four, 12-month convertible loan notes of US\$175,000 each issued by DVK, with the proceeds of which will be used to continue exploration on the Projects. As of 29 September 2021 the first 3 payments of \$US175,000 (totaling \$525,000 USD) have been transferred.

Other than above, there has been no significant change in either the financial performance or the financial position of the Company since 31 May 2021.

15. Nature of the Company Financial Information

The Company Financial Information presented above does not constitute statutory accounts for the period under review.

PART VII (Part C): ACCOUNTANTS REPORT ON THE HISTORICAL FINANCIAL INFORMATION ON DISCOVERY VENTURES KAZAKHSTAN LTD

PKF Littlejohn LLP

The Directors and Proposed Directors East Star Resources plc Eccleston Yards 25 Eccleston Place London SW1W 9NF

14 December 2021

Dear Sirs

Discovery Ventures Kazakhstan Limited ("DVK")

Introduction

We report on the financial information of Discovery Ventures Kazakhstan Limited ("DVK") for the period from incorporation to 31 December 2020 and the period to 31 May 2021 which comprises the statement of financial position, the statement of comprehensive income, the statement of changes in equity, the cash flow statement, and the related notes. This financial information has been prepared for inclusion in the Prospectus of East Star Resources plc (the "Company") dated 14 December 2021 on the basis of the accounting policies set out in note 2 to the financial information. The report is required by Annex 1, item 18.3.1 of the Prospectus Regulation Rules of the Financial Conduct Authority ("PR Regulation") and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibility

The Directors of the Company are responsible for preparing the financial information on the basis of preparation set out in note 2 to the financial information and in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union.

It is our responsibility to form an opinion on the financial information as to whether the financial information gives a true and fair view, for the purposes of the Prospectus, and to report our opinion to you.

Save for any responsibility arising under 5.3.2R(2)(f) of the PR Regulation to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Annex 1, item 1.3 of the PR Regulation, consenting to its inclusion in the Prospectus.

Basis of opinion

We conducted our work in accordance with Standards of Investment Reporting issued by the Auditing Practices Board in the United Kingdom. We are independent of the Company in accordance with the relevant ethical requirements as applied to Investment Circular Reporting Engagements, and we have fulfilled our ethical responsibilities in accordance with these requirements.

Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of the significant estimates and judgements made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity's circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement, whether caused by fraud or other irregularity or error.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Conclusions relating to going concern

We are required to report if we have anything material to add or draw attention to in respect of the Directors' statement in the financial information about whether the Directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial information and the Directors' identification of any material uncertainties to DVK's ability to continue as a going concern over a period of at least twelve months from the date of this Prospectus.

We have nothing material to add or to draw attention to.

Opinion

In our opinion the financial information set out below gives, for the purposes of the Prospectus dated 14 December 2021, a true and fair view of the state of affairs of DVK as at 31 December 2020 and 31 May 2021 and of the results, cash flows and changes in equity for the periods then ended in accordance with the basis of preparation included in note 2 and has been prepared in a form that is consistent with the accounting policies adopted by the Company.

Declaration

For the purposes of PR Regulation Rule 5.3.2R(2)(f) we are responsible for this report as part of the Prospectus and declare that the information contained in this report is, to the best of our knowledge, in accordance with the facts and that this report makes no omission likely to affect its import. This declaration is included in the Prospectus in compliance with Annex 1, item 1.2 of the PR Regulation.

Yours faithfully

PKF Littlejohn LLP Reporting Accountants

PART VII (Part D): HISTORICAL FINANCIAL INFORMATION ON DVK STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 MAY 2021 and 31 DECEMBER 2020

	Note	For the period ended 31 May 2021 US \$	For the period ended 31 December 2020 US \$

Continuing operations Administrative expenses Finance cost Geological consulting and exploration costs	5,6 8 5	(46,872) (19,723) (29,916)	(1,817) – –
Currency translation cost (net)		(1,026) ––––––––	(247) ––––––––
Operating Loss		(97,537) ––––––––	(2,064) ––––––––
Loss before taxation		(97,537)	(2,064)
Income tax	7	––––––––	––––––––
Loss for the Period attributable to equity shareholders		(97,537)	(2,064)
Basic and Diluted Earnings Per Share attributable to		––––––––	––––––––
owners of the parent (expressed in US cents per share)	8	(145.78) ––––––––	(21.91) ––––––––
		For the period ended 31 May 2021 US \$	For the period ended 31 December 2020 US \$
Loss for the period		(97,537)	(2,064)
Other Comprehensive Income: Items that may be subsequently reclassified to profit or loss Currency translation differences		–	–
Other comprehensive income for the period, net of tax		–––––––– (97,537)	–––––––– (2,064)
Total Comprehensive Income attributable to equity shareholders		–––––––– (97,537) ––––––––	–––––––– (2,064) ––––––––

STATEMENT OF FINANCIAL POSITION FOR THE PERIOD ENDED 31 MAY 2021 AND 31 DECEMBER 2020

		For the period ended 31 May 2021	For the period ended 31 December 2020
	Note	US \$	US \$
Non-Current Assets
Property, plant and equipment	10	31,366 ––––––––	– ––––––––
		31,366 ––––––––	– ––––––––
Current Assets
Trade and other receivables	11	261,881	55,609
Cash and cash equivalents	12	218,659 ––––––––	11,998 ––––––––
		480,540 ––––––––	67,607 ––––––––
Total Assets		511,906	67,607
Non-Current Liabilities		––––––––	––––––––
Borrowings	9	292,071	–
		–––––––– 292,071 ––––––––	–––––––– – ––––––––
Current Liabilities
Trade and other payables	13	25,284	101
Short-term loans	16	– ––––––––	9,570 ––––––––
		25,284	9,671
Total Liabilities		–––––––– 317,355	–––––––– 9,671
Net Assets		–––––––– 194,551	–––––––– 57,936
Equity attributable to equity shareholders		––––––––	––––––––
Share capital	15	70,590	60,000
Share premium	15	181,910	–
Equity reserve		41,652	–
Retained losses	8	(99,601) ––––––––	(2,064) ––––––––
Total Equity		194,551	57,936
		––––––––	––––––––

The Financial Information were approved and authorised for issue by the Board on 13 December 2021 and were signed on its behalf by:

Executive Chairman

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 MAY 2021 AND 31 DECEMBER 2020

	Note	Share capital US \$	Share premium US \$	Equity reserve US \$	Retained losses US \$	Total equity US \$
Balance on incorporation at 6 December 2019		100 –––––––				100 –––––––
Loss for the year Total comprehensive income	7	–	–	–	(2,064)	(2,064)
for the year		–	–	–	(2,064) ––––––– ––––––– ––––––– ––––––– –––––––	(2,064)
Shares issued Total transactions with owners,	15	59,900				59,900
recognized directly in equity		59,900 ––––––– –––––––	–		– ––––––– –––––––	59,900
Balance as at 31 December 2020		60,000 ––––––– –––––––	–		(2,064) ––––––– –––––––	57,936
Balance as at 1 January 2021		60,000	–		(2,064)	57,936
Loss for the year	7	––––––– –––––––			––––––– ––––––– (97,537)	(97,537)
Total comprehensive income for the year		–	–		––––––– ––––––– (97,537)	(97,537)
Shares issued Share premium	15 15	––––––– ––––––– 10,590	181,910		––––––– –––––––	10,590 181,910
Equity value of convertible loan note Total transactions with owners, recognized directly in equity	9	10,590	181,910	41,652 41,652	–	41,652 234,152
					––––––– ––––––– ––––––– ––––––– –––––––
Balance as at 31 May 2021		70,590	181,910	41,652	(99,601) 194,551 ––––––– ––––––– ––––––– ––––––– –––––––

CASH FLOW STATEMENT

FOR THE PERIOD ENDED 31 MAY 2021 AND 31 DECEMBER 2020

	Note	For the period ended 31 May 2021 US \$	For the period ended 31 December 2020 US \$
Cash flows from operating activities
Loss before income tax Adjustments for:	7	(97,537)	(2,064)
Depreciation	5	1,350	–
Finance charge	9	19,723	–
Foreign exchange		–	33
(Increase)/Decrease in trade and receivables	11	(206,272)	(27,821)
(Decrease)/Increase in trade and payables	13	25,183 ––––––––	101 ––––––––
Net cash used in operating activities		(257,553) ––––––––	(29,751) ––––––––
Cash flows from investing activities Purchase of property plant and equipment	10	(32,716)	–
Net cash used in investing activities		–––––––– (32,716) ––––––––	–––––––– – ––––––––
Cash flows from financing activities
Proceeds from issue of share capital	15	192,500	32,179
Borrowings	9	314,000	9,570
Loan repayment	16	(9,570) ––––––––	––––––––
Net cash generated from financing activities		496,930	41,749
Net increase in cash and cash equivalents		–––––––– 206,661	–––––––– 11,998
Cash and cash equivalents at beginning of period		11,998 ––––––––	– ––––––––
Cash and cash equivalents at end of period		218,659	11,998

–––––––– ––––––––

NOTES TO THE HISTORIC FINANCIAL INFORMATION

1. General information

The principal activity of Discovery Ventures Kazakhstan Ltd (the 'Company') is a service provision facilitating to the mineral resources exploration. The Company is a Private Company of the Astana International Financial Centre in accordance with the Constitutional Law of the Republic of Kazakhstan "On the Astana International Financial Centre" and the legislation of the Astana International Financial Centre. The Company is incorporated and domiciled in Kazakhstan.

The address of its registered office is 55/22, Mangilik El Avenue, office 140, Nur-Sultan, Kazakhstan, postal index Z05T3F5.

2. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these Financial Information are set out below ('Accounting Policies' or 'Policies'). These Policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1 Basis of preparation of Financial Information

The Company's Historic Financial Information have been prepared in accordance with international accounting standards and International Financial Reporting Standards adopted pursuant to Regulation (EC) No. 1606/2002 as it applies in the European Union.

The Historic Financial Information are presented in US dollars rounded to the nearest dollar.

The preparation of Historic Financial Information in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Company's Historic Financial Information are disclosed in Note 4.

2.2 New and amended standards adopted by the Company

Of the other IFRS and IFRIC amendments, none are expected to have a material effect on future Company Financial Information.

2.3 New standards and interpretations not yet adopted

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

Standard	Impact on initial application	Effective date
IFRS 3	Reference to Conceptual Framework	1 January 2022
IAS 37	Onerous contracts	1 January 2022
IAS 16	Proceeds before intended use	1 January 2022
Annual improvements	2018-2020 Cycle	1 January 2022
IFRS 17	Insurance contracts	1 January 2023
IAS 8	Accounting estimates	1 January 2023
IAS 1	Classification of Liabilities as Current or
	Non-Current	1 January 2023

None are expected to have a material effect on the Company Financial Statements.

2.4 Going concern

The Financial Statements have been prepared on a going concern basis.

As at the balance sheet date, the Company has operating cash outflow of \$257,553 (31 Dec 2020: \$29,751) and had cash and cash equivalents of \$218,659 (31 Dec 2020: \$11,998).

Although the Company's assets are not generating revenue streams, an operating loss has been reported and an operating loss is expected in the following 12 months period, the Directors believe that the Company will have sufficient funds to meet its immediate working capital requirements and undertake its targeted operating activities over the next 12 months from the date of approval of these Financial Statements. Subsequent to period end, the Company entered into a transaction with LSE listed East Star Resources plc ("East Star") whereby East Star will acquire the entire share capital of the Company and pursue a relisting onto the London Stock Exchange as part of the transaction. As part of the transaction, East Star has committed to fund the Company \$700,000 in 4 tranches of which the Company has received circa \$525,000 to date. The proceeds from the IPO will also be used for the continued funding of the Company.

Taking these matters into consideration, the Directors consider that the continued adoption of the going concern basis is appropriate having reviewed the forecasts for the coming 12 months and the financial statements do not reflect any adjustments that would be required if they were to be prepared other than on a going concern basis.

2.5 Foreign currencies

(a) Functional and presentation currency

Items included in the Financial Information are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). To define the functional currency the Company considers the currency that mainly influences sales prices for goods and services and of the country whose competitive forces and regulations mainly determine the sales prices of its goods and services. The Company's functional currency is US dollar. US dollar is also a presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

2.6 Earnings per Ordinary Share

The Company presents basic and diluted earnings per share data for its Ordinary Shares.

Basic earnings per Ordinary Share is calculated by dividing the profit or loss attributable to Shareholders by the weighted average number of Ordinary Shares outstanding during the period.

Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares for the effects of dilutive potential Ordinary Shares.

2.7 Convertible Loan Notes

Upon issue of a new convertible loan, where the convertible option is at a fixed rate, the net proceeds received from the issue of CLNs are split between a liability element and an equity component at the date of issue. The fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt. The difference between the proceeds of issue of the CLNs and the fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the Company, is included in equity and is not remeasured.

Subsequent to the initial recognition the liability component is measured at amortised cost using the effective interest method.

When there are amendments to the contractual loan note terms these terms are assessed to determine whether the amendment represents an inducement to the loan note holders to convert. If this is considered to be the case the estimate of fair value adjusted as appropriate and any loss arising is recorded in the income statement.

Where there are amendments to the contractual loan note terms that are considered to represent a modification to the loan note, without representing an inducement to convert, the Company treats the transaction as an extinguishment of the existing convertible loan note and replaces the instrument with a new convertible loan note. The fair value of the liability component is estimated using the prevailing market interest rate for similar nonconvertible debt. The fair value of the conversion right is recorded as an increase in equity. The previous equity reserve is reclassified to retained loss. Any gain or loss arising on the extinguishment of the instrument is recorded in the income statement, unless the transaction is with a counterparty considered to be acting in their capacity as a shareholder whereby the gain or loss is recorded in equity.

Where the loan note is converted into ordinary shares by the loan note holder; the unaccreted portion of the loan notes is transferred from the equity reserve to the liability; the full liability is then converted into share capital and share premium based on the conversion price on the note.

2.8 Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:

Fixed assets item	Quantity of years	Method of depreciation

Machinery and equipment	3 – 5	Straight line

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the Statement of Comprehensive Income during the financial period in which they are incurred.

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

2.9 Exploration and evaluation expenditure

The Company expenses exploration expenditure in relation to the costs incurred in obtaining the exploration licences. The Company intends to capitalise direct exploration spend on the licences when it determines that the assets will be successful in finding specific mineral resources. The costs to be capitalised relate to topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production.

2.10 Impairment of non-financial assets

Assets that have an indefinite useful life, for example, intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment. Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

2.11 Financial assets

Classification

The Company's financial assets consist of loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

(i) Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. The Company's loans and receivables comprise trade and other receivables and cash and cash equivalents at the year-end.

Recognition and Measurement

Regular purchases and sales of financial assets are recognised on the trade date – the date on which the Company commits to purchasing or selling the asset. Financial assets are derecognised when the rights to receive cash flows from the assets have expired or have been transferred, and the Company has transferred substantially all of the risks and rewards of ownership.

Loans and receivables are subsequently carried at amortised cost using the effective interest method.

2.12 Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company's financial liabilities include trade and other payables and loans.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Loans and borrowings and trade and other payables

After initial recognition, interest-bearing loans and borrowings and trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other comprehensive income.

This category generally applies to trade and other payables.

Derecognition

A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at amortised cost.

Provisions

Provisions are recognised when the Group or Company has a legal or constructive present obligation as a result of a past event and it is probable that the Group or Company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

2.13 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand.

2.14 Share capital, share premium

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity, as a deduction, net of tax, from the proceeds provided there is sufficient premium available.

2.15 Taxation

No current tax is yet payable in view of the losses to date.

Deferred tax is recognised for using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the Company Financial Information and the corresponding tax bases used in the computation of taxable profit.

In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply to the period when the deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets and liabilities are not discounted.

3. Financial risk management

3.1 Financial risk factors

The Company's activities expose it to a variety of financial risks: market risk (foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance. None of these risks are hedged.

Market risk

The Company's management identifies the currency risk as limited due to the primary storage of funds being in US dollars, however, there is a time between the execution of service contracts in Kazakhstani tenge and the payment via conversion of US dollars to Kazakhstani tenge that could have a negative price effect on the budgeted costs in US dollars. Furthermore, inflation in tenge in the coming years may outpace inflation in US dollars and increase the overall project costs.

Liquidity risk

Risk of liquidity is defined as when the Company has no capability to meet its liabilities which should be settled on a cash basis or by other financial assets. The risk of liquidity can arise when the Company cannot sale financial assets at the price close to the financial assets fair value.

The Company's management on a constantly basis implements the analysis on the Company's capability to settle its liabilities on a cash basis.

At the reporting date the Company does not have outstanding accounts payable with its vendors, suppliers.

The Company's management considers the risk of liquidity as high at the reporting date and onwards. The Company is private and has one primary source of funding from an Australian Family Office. Until that funding is increased by additional equity investment and diversified with a larger investor base it will remain high. To diminish the risk of liquidity the Company intends by listing on the London Stock Exchange. In addition, low overheads allow a long time with limited working capital. The Company has sufficient access to funds with existing equity and convertible debt to see through 12 months of running costs.

Credit risk

The Company is subject to the credit risk, i.e. a risk when the Company cannot meet its obligations in relation to liability and/or the financial instrument leading to the financial loss for another party.

When the Company signs the contracts bearing the credit risk, the decision in relation to the scope and the maximum amount for certain vendor are considered at management level.

The financial assets of the Company at the reporting date which the credit risk can refer to are the cash. At the reporting date the Company does not have any pledged collateral, warrants or any other arrangements that could reduce credit risk.

The Company has two bank accounts in Halyk Bank JSC (https://halykbank.kz/en/aboutbank/tekushchie-rejtingi) in US dollars and in national currency of Kazakhstan, tenge. Below are the international ratings of Halyk Bank JSC:

				Agency and rating
	As at 31.05.2021	As at 31.12.2020	As at 31.05.2021 US \$	As at 31.12.2020 US \$
Halyk Bank JSC	Moody's Investors Service Baa3/Positive Standard and Poor's BB/Stable Fitch Ratings BBB-/Stable		218,659	11,998
Total			–––––––– 218,659 ––––––––	–––––––– 11,998 ––––––––

The Company defined that value of the cash in the statement of financial position corresponds to the fair value.

Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders. The overall strategy of the Company is to minimise costs and liquidity risk.

The capital structure of the Company consists of equity attributable to equity holders of the parent, comprising issued share capital, equity reserves and retained earnings as disclosed in the Statement of Changes of Equity.

The Company is exposed to a number of risks through its normal operations, the most significant of which are interest, credit, foreign exchange, commodity and liquidity risks. The management of these risks is vested to the Board of Directors.

4. Critical accounting estimates and judgements

The preparation of the Financial Information in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Information and the reported amount of expenses during the period. Actual results may vary from the estimates used to produce this Financial Information.

Estimates and judgements are regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Items subject to such estimates and assumptions, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial years include but are not limited to:

Convertible instruments

Convertible instruments are compound financial instruments which are accounted for separately by their components: a financial liability and an equity instrument. The financial liability, which represents the obligation to pay coupon interest on the convertible notes in the future, is initially measured at its fair value and subsequently measured at amortised cost. The residual amount is accounted for as an equity instrument at issuance. The identification of convertible note components is based on interpretations of the substance of the contractual arrangement and therefore requires judgement from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability is also based on a number of assumptions, including contractual future cash flows, discount rates and the presence of any derivative financial instruments.

5. Expenses by nature

31 May 2021 US \$	31 December 2020 US \$
Bank charges 1,040	1
Consulting and accounting services 2,054	905
Fixed assets depreciation 1,350	–
Legal support services 9,672	911
Miscellaneous expenses 147	–
Reimbursement of expenses for the administration 7,448	–
Audit fee 25,161 ––––––––	– ––––––––
Total administrative expenses 46,872	1,817
–––––––– 31 May	–––––––– 31 December
2021	2020
US \$	US \$
Geological consulting and exploration costs 29 916 ––––––––	– ––––––––

Services provided by the Company's auditor and its associates

During the period, the Company obtained the following services from the Company's auditors and its associates:

	31 May 2021	31 December 2020
Fees payable to the Company's auditor and its associates	US \$	US \$
for the audit of the Company Financial Information	25,161 ––––––––	– ––––––––

6. Employee benefits expense

There were no staff during the period ended 31 December 2020 and 31 May 2021.

7. Income tax

	31 May	31 December
	2021	2020
	US \$	US \$
Current tax expense	–	–
Deferred tax expense	– ––––––––	– ––––––––
Total tax expense for the year	–	–
	–––––––– 31 May 2021 US \$	–––––––– 31 December 2020 US \$
Loss before tax	(97,537) ––––––––	(2,064) ––––––––
Tax at the applicable rate of 20% (2019: 20%) Effects of:	(19,507)	(413)
Expenditure not deductible for tax purposes	5,032	48
Depreciation in excess of/(less than) capital allowances	1,350
Losses carried forward on which no deferred tax asset is recognised	13,125 ––––––––	365 ––––––––
Tax	–	–
	––––––––	––––––––

No charge to taxation arises due to the losses incurred.

The tax on the Company's loss before tax differs from the theoretical amount that would arise using the tax rate applicable to the losses of the entity as follows:

	31 May	31 December
	2021	2020
	US \$	US \$
Total tax losses	65,625 ––––––––	1,825 ––––––––
Unrecorded deferred tax asset at 20% (2020: 20%)	13,125 ––––––––	365 ––––––––

No deferred tax asset has been recognised on accumulated tax losses because of uncertainty over the timing of future taxable profits against which the losses may be offset.

8. Earnings per share

The calculation of the earnings per share is based on the loss for the financial period after taxation of \$97,537 (2020: \$2,064) and on the weighted average of 66,906 (2020: 9,421) ordinary shares in issue during the period.

There were no warrants outstanding at 31 May 2021 or 31 December 2020, hence there is no diluted loss per share to report for the periods under review.

9. Borrowings

In January 2021 the Company signed Convertible note agreement with Ilwella Pty Ltd on the terms as follows:

Date of Agreement	14 January 2021
Issue Date	1 February 2021
Repayment Date	1 August 2022
Face Value in US dollars	314,000,00
Redemption Value in US dollars	361,100,00
Interest	No interest
Note holder	Ilwella Pty Ltd (ACN 003 220 371)
Note holder Address	Suite 6 Level 22, 56 Pitt Street, Sydney, NSW 2000, Australia
Note holder Email	[email protected]

At any time on or before the repayment date, the Company may repay to the note holder all or part of the outstanding amount of the redemption value in one or more installments of any value.

If the redemption value is not repaid in full to the note holder by the repayment date, either the Company or the note holder may elect to discharge the outstanding amount of the redemption value through the issue of the Company shares by giving a written notice of such election calculated as follows:

the applicable issue price for each Company's share shall be 18.1777 per share;
the number of the Company's shares to be issued to the note holder is equal to the outstanding amount of the redemption value divided by the applicable issue price, rounded up to the nearest whole number (being maximum of 19,865 Company's shares for the entire redemption value.)

The Company seeks a transaction under which the Company or the Kazakhstan mineral exploration projects in which the Company has an interest are acquired by a company listed on the London Stock Exchange (ListCo) or another recognized securities exchange.

If the Company or a majority of its shareholders enter into a vend transaction as stipulated above, the either the Company or the note holder may elect to discharge the outstanding amount of the redemption value by giving a written notice of such election before settlement or completion of the vend occurs.

If the notice on vend election is given, then (subject to agreement by ListCo), the payment of the outstanding amount of the redemption value will be satisfied and discharged by ListCo issuing to the note holder the number of fully paid ordinary shares in ListCo calculated as follows:

the applicable issue price for each ListCo share shall be the same price the ListCo shares are to be issued to the Company or its participating shareholders in relation to the vend transaction;
the number if ListCo shares to be issue to the note holder is equal to the outstanding amount of the redemption value divided by the applicable issue price, rounded up the nearest whole number; and
if the issue price is expressed in a different currency to the redemption value, the applicable exchange rate shall be the rate provided by www.xe.com for the date on which settlement or completion of the vend transaction occurs.

The convertible note being compound financial instrument is reflected in the statement of financial position at its present value of the future cash flows in accordance with requirements of IAS 32 "Financial instruments: presentation", IFRS 9 "Financial instruments", IFRS 13 "Fair value measurement". The future cash flows are considered as a redemption value. The Company applies 15% as a monthly discounting rate to calculate the present value of its financial liabilities. The convertible note term is 18 months and therefore a 15% return is 10% annualized and a WACC or discount factor of 10% is appropriate. This has resulted in \$41,652 being recognised within the equity reserve.

	Convertible Loan Notes	Total
At incorporation	–	–
At 31 December 2020	–––––––– –	–––––––– –
CLN's issued	314,000	314,000
Equity portion of CLN issued	(41,652)	(41,652)
Finance cost associated with CLN	19,723 ––––––––	19,723 ––––––––
	292,071	292,071
	––––––––	––––––––

10. Property, plant and equipment

	Machinery
	and equipment	Total
	US \$	US \$
Cost
As at 1 January 2020	–	–
Additions	–	–
As at 31 December 2020	–––––––– –	–––––––– –
	–––––––– –	–––––––– –
As at 1 January 2021 Additions	32,716	32,716
	––––––––	––––––––
As at 31 May 2021	32,716 ––––––––	32,716 ––––––––
Depreciation
As at 1 January 2020	–	–
Charge for the year	–	–
	––––––––	––––––––
As at 31 December 2020	– ––––––––	– ––––––––
As at 1 January 2021	–	–
Charge for the year	1,350	1,350
	––––––––	––––––––
As at 31 May 2021	1,350 ––––––––	1,350 ––––––––
Net book value as at 31 December 2020	–	–
Net book value as at 31 May 2021	–––––––– 31,366	–––––––– 31,366
	––––––––	––––––––
11. Trade and other receivables
	31 May	31 December
	2021	2020
	US \$	US \$
Current
Prepayments	134,311	–
Other receivables	127,447	55,609
VAT receivable	123	–

–––––––– –––––––– Total 261,881 55,609

–––––––– –––––––– Trade and other receivables are all due within one year. The fair value of all receivables is the same as their carrying values stated above.

12. Cash and cash equivalents

	31 May	31 December
	2021	2020
	US \$	US \$
Cash at bank and in hand	218,659 ––––––––	11,998 ––––––––

Cash at bank comprises balances held by the Company in current bank accounts. The carrying value of these approximates to their fair value.

13. Trade and other payables

	31 May 2021 US \$	31 December 2020 US \$
Trade payables Accruals	– 25,161	101 –
Other payables	123 –––––––– 25,284 ––––––––	– –––––––– 101 ––––––––

Trade payables and accruals principally comprise amounts outstanding for trade purchases and continuing costs. The Directors consider that the carrying value amount of trade and other payables approximates to their fair value.

14. Financial Instruments

	Financial assets at amortised cost US \$	Financial liabilities at amortised cost US \$	Total US \$
As at 31.12.2020
Financial assets/liabilities
Trade and other receivables	55,609	–	55,609
Cash and cash equivalents	11,998	–	11,998
Trade and other payables	–	(101)	(101)
	–––––––– 67,607 ––––––––	–––––––– (101) ––––––––	–––––––– 67,506 ––––––––
	Financial assets at	Financial liabilities at
	amortised cost US \$	amortised cost US \$	Total US \$
As at 31.05.2021
Financial assets/liabilities
Trade and other receivables	261,881	–	261,881
Cash and cash equivalents	218,659	–	218,659
Trade and other payables	–	(25,284)	(25,284)
	–––––––– 480,540	–––––––– (25,284)	–––––––– 455,256

15. Share capital

	Number of shares authorised and issued US \$	Share Capital US \$	Share premium US \$	Total US \$
As at 1 January 2020	100	100	–	100
November 2020 – shares subscribed for	59,900	59,900	–	59,900
As at 31 December 2020	60,000	60,000	–	60,000
As at 1 January 2021	60,000	60,000	–	60,000
11 February 2021 – shares issued	10 590	10,590	181,910	192,500
As at 31 May 2021	70,590	70,590	181,910	252,500

–––––––– –––––––– ––––––––

In November 2020, 59,900 shares were subscribed for and were subsequently issued on 11 February 2021.

On 11 February 2021, the Company issued 10,590 ordinary shares for a price of US \$18.1775 per share raising a total of US \$192,500.

Each ordinary share has a par value of US \$1 and carries the right to one vote, to receive dividends and to participate on a return of capital.

16. Related party transactions

Related parties comprise:

The Company's shareholders;
Associated entities;
Key management personnel.

The following transactions the Company had for year 2020 and for the first five months of 2021:

	The Company's shareholders	Key management personal	Total
	US \$	US \$	US \$
Jan – Dec 2020 Provision of financial loan**	470	9,100	9,570
Jan – May 2021 Convertible Note issued*	314,000	–	314,000
Total	–––––––– 314,470	–––––––– 9,100	–––––––– 323,570

–––––––– –––––––– –––––––– * Convertible Note issued in address of Ilwella Pty Ltd, a related party by virtue of common shareholders and directors.

** Loan was repaid in May-June 2021.

All settlements with the related parties have been performed on a cash basis.

Key management personnel represent persons empowering the authorities and bearing responsibilities in relation to planning, managing and controlling the Company's operations. The Company's key management personnel comprise Managing director, Alexander Casey Walker.

The Company did not recognise any salary cost for the reporting period and there was no key management remuneration. The total number of personnel in the year was 1, being the sole director.

17. Segmented Information

The Director, and the Board of Directors have been identified as the chief operating decision makers with respect to segmented information disclosures.

As the Company's senior officers are operational in function, management believes that they represent the appropriate level of management to analyze and determine the distinct operating segments of the Company.

In the opinion of the chief operating decisions makers, the Company operates within one functional operating segment, namely mineral exploration, and one geographical area, the Republic of Kazakhstan.

18. Events after the balance sheet date

The Company signed a joint venture agreement (hereinafter – the "JVA") with TKS. According to the preliminary conditions of the JVA the Company and TKS register a joint venture company (hereinafter – the "JVCo") where the ownership is split as 80% by the Company and 20% by TKS and TKS transfers the titles on the licences to JVCo. The consideration for the transfer of the licences from TKS to JVCo will be equal to all expenses that the Company will incur and invoice to TKS.

Bonus to management

The Company did not recognise any salary cost for the reporting period, however expects the payment of a bonus to the Director, Alexander Casey Walker, estimated at US \$109,500 inclusive social security charges. This has not been accrued during the period as it did not meet the recognition criteria as at the period end.

19. Commitments & contingencies

There are no contingencies or commitments as at the period end.

20. Ultimate Controlling Party

The Directors believe there is no ultimate controlling party.

PART VII (Part E): OPERATING FINANCIAL REVIEW OF THE COMPANY

The following discussion and analysis is intended to assist in the understanding and assessment of the trends and significant changes in the Group's results of operations and financial condition during the period covered by the Historical Financial Information.

Historical results may not be indicative of future financial performance. Forward-looking statements contained in this review that reflect the current view of management involves risks and uncertainties and are subject to a variety of factors that could cause actual results to differ materially from those contemplated by such statements. Unless otherwise indicated, all of the financial data and discussions thereof are based upon financial statements prepared in accordance with IFRS. Investors should read the whole of this Document and not rely just on summarised information.

Overview

The address of its registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.

The principal activity of the Company is to seek suitable investment opportunities primarily in the natural resources sector.

The Company listed on the London Stock Exchange ("LSE") on 19th April 2021.

Summary statement of comprehensive income

Summarised below is a summary of the statement of comprehensive income of the Company for the period from Incorporation to 31 May 2021:

Results for the period from Incorporation to 31 May 2021

Trading results

	Unaudited period to 31 May 2021 £
Administrative expenses	(239,334) ––––––––
Operating loss Finance income/(expense)	(239,334) – ––––––––
Loss before taxation Income tax	(239,334) –
Loss for the period from continuing operations	–––––––– (239,334)
Total loss for the year attributable to equity holders of the Company Other comprehensive loss	–––––––– –
Total comprehensive loss attributable to equity holders of the Company	–––––––– (239,334)
Basic and diluted earnings per ordinary share (pence)	–––––––– (1.12)

The results of the Group have been and will continue to be affected by many factors, some of which are beyond the control of the Group. This section sets out some key factors the Directors believe have affected the Group's financial performance, by referring to the period on period movements in the Group's financials.

Operating Loss

Administrative expenses

Throughout the listing process of East Star Resources the company has incurred mostly administrative expenses to facilitate the preparation of the prospectus.

The main sub categories of expenses can be broken down as per below:

•	Professional Advisors, Accounting & Legal Fees:	£123,297
•	London Stock Exchange Fees:	£33,785
•	Directors Fees & Insurance:	£28,848
•	Share Based Listing Costs:	£20,190
•	Miscellaneous Administrative Costs:	£33,214

Summary statement of financial position

Summarised below is a summary of the audited statement of financial position of the Company as at 31 May 2021:

Unaudited 6 months to 31 May 2021 £

2,053,719 7,460 –––––––––
2,061,179 –––––––––

84,054 –––––––––
84,054 –––––––––
1,977,125
–––––––––
608,671
1,587,598 20,190
(239,334) –––––––––
1,977,125 –––––––––

As the review covers the period from incorporation to 31 May 2021 all balances can correctly be assumed to be nil at the beginning of the period and hence the balances at 31 May 2021 constitute both the ending balance as well as movement during the period.

(a) Cash & Cash Equivalents

Cash & Cash Equivalents
	Period Ended
	31 May
	2021
Closing Balance	£2,053,719
	––––––––––

The increase in Cash & Cash Equivalents across the period can be wholly attributed to the companies equity fundraising. The fundraising was completed across 3 rounds including a founders, seed & IPO round raising £60,000, £238,502 & £1,984,498 respectively. This funding along with the Net Proceeds is expected to fund the ongoing operations. All cash is held in GBP and no foreign exchange or hedging arrangements have been put in place. There is no expectation to use hedging arrangements or other borrowings.

(b) Trade & Other Receivables Trade & Other Receivables

	Period Ended 31 May
	2021
Closing Balance	£7,460 ––––––––––

Trade & other receivables relates to prepayments for annual stock exchange fees. These fees cover the period from May – December 2021 and will be released in proportion throughout the year so the profit & loss provides a true representation of services incurred.

	Period Ended
	31 May
	2021
Closing Balance	£84,054
	––––––––––

The balance of Trade and Other Payables can be broken down further into Trade Creditors (£77,912) & Sundry Creditors (£6,142). The majority of Trade Creditors balance relates to professional advisor fees and fees payable to the LSE for admission and annual exchange fees (£26,192). The balance of trade creditors pertains to normal administrative operating expenses. All creditors outstanding as at 31 May 2021 have now been settled.

The balance of sundry creditors relates to monthly payroll accruals that have also been settled since 31 May 2021.

(d) Equity

Equity

Period Ended 31 May 2021
£608,671
£1,587,598
£20,190
£(239,334)
–––––––––– £1,977,125

On Incorporation the company issued 100,000 shares at an issue price of £0.01 to raise £1,000.

On 8 March 2021 the company allotted a further 5,900,000 shares at the nominal value of £0.01 to raise a further £59,000.

On 8 March 2021 a further 23,850,217 shares were issued at £0.01 to raise £238,502.

On admission to the LSE on 19 April 2021 a placing and subscription of 39,689,947 shares occurred at a price of £0.05 raising £1,984,497.

On 23 April 2021 the company created a warrant instrument pursuant to which the company issued 1,200,000 broker warrants entitling the holder to subscribe for one ordinary share per warrant exercisable for 3 years from the date of admission. In the equity section they have been valued using the Black Scholes valuation method and represent the balance of £20,190 in Share Based Payment Reserves.

Summary Cash Flow Statement

Summarised below is a summary of the audited cash flow statement of the Company for the period from incorporation on Incorporation to 31 May 2021:

	Unaudited 6 months to 31 May 2021 £
Cash flow from operating activities
Loss before income tax	(239,334)
Adjustments for:
Share based payment	20,190
Changes in working capital: Decrease/(increase) in other receivables	(7,460)
Increase/(decrease) in payables	77,912
Decrease/(increase) in other payables	6,142
Net cash used in operating activities Cashflows from financing activities	––––––––– (142,550)
Proceeds from issue of ordinary shares	2,282,999
Share issue costs	(86,730) –––––––––
Net cash used in financing activities Net increase in cash and cash equivalents	2,196,269
Net (decrease)/increase in cash held	2,053,719
Cash and cash equivalents at beginning of financial year	– –––––––––
Cash and cash equivalents at end of financial year	2,053,719 –––––––––

Net cashflow from operating activities

The loss before tax of £239,334 is comprised completely of administrative expenses outlaid to prepare the prospectus as broken down above in the administrative section of Trading Results. Share Based Payments of £20,190 are a non cash adjustment to equity and therefore added back as a non-cash movement. Other changes in working capital are representative of the daily functions of the company.

Net cashflow from investing activities

There was no cashflow from investing activities.

Net cashflows from financing activities

Net cash flow from financing activities has resulted from the companies 3 separate rounds of equity fundraising as detailed below:

Founders: £60,000 Seed: £238,501 IPO: £1,984,498

Share Issue costs of £86,730 relate to commission on fundraising paid to Peterhouse Capital and Orana Corporate for broking services.

Capital expenditures

There have been no capital expenditures since incorporation.

PART VII (Part F): OPERATING FINANCIAL REVIEW OF DVK

Overview

The principal activity of Discovery Ventures Kazakhstan Ltd. ('DVK' or the 'Company') is mineral exploration for the future purpose of mineral extraction. The Company is a Private Company of the Astana International Financial Centre in accordance with the Constitutional Law of the Republic of Kazakhstan "On the Astana International Financial Centre" and the legislation of the Astana International Financial Centre. The Company is incorporated and domiciled in Kazakhstan.

The address of its registered office is 55/22, Mangilik El Avenue, office 140, Nur-Sultan, Kazakhstan, postal index Z05T3F5.

Currently the Company has an Operatorship Agreement dated 3 November 2020 (hereinafter – the "Operatorship Agreement") with Kazakhstan National Mining Company, Tau-Ken Samruk JSC, (hereinafter – "TKS"), where the Company performs as Operator and Independent Contractor. The Company also has a Joint Venture Agreement, dated 23 July 2021, where it will be the 80% shareholder of the Joint Venture Companies to which the licences will be transferred. TKS will be the other 20% shareholder and the Company will be required to spend US\$6,800,000 on the licences before TKS is required to contribute pro-rata.

Summary statement of comprehensive income

Summarised below is a summary of the statement of comprehensive income of the Company for the period from 1 January 2021 to 31 May 2021:

Results for the period from 31 December 2020 to 31 May 2021

Trading results

Continuing operations	For the period ended 31 May 2021 US \$	For the period ended 31 December 2020 US \$
Administrative expenses Geological consulting and exploration costs Finance cost	(46,872) (29,916) (19,723)	(1,817) – –
Currency translation cost (net) Operating Loss Loss before taxation	(1,026) –––––––––– (97,537) –––––––––– (97,537)	(247) –––––––––– (2,064) –––––––––– (2,064)
Income tax Loss for the Period attributable to equity shareholders	–––––––––– (97,537)	–––––––––– (2,064)
Basic and Diluted Earnings Per Share attributable to owners of the parent (expressed in US cents per share)	–––––––––– (145.78) ––––––––––	–––––––––– (21.91) ––––––––––

	For the period ended 31 May 2021 US \$	For the period ended 31 December 2020 US \$
Loss for the period Other Comprehensive Income: Items that may be subsequently reclassified to profit or loss	(97,537)	(2,064)
Currency translation differences Other comprehensive income for the period, net of tax	(97,537)	(2,064)
Total Comprehensive Income attributable to equity shareholders	–––––––––– (97,537)	–––––––––– (2,064)

–––––––––– ––––––––––

Administrative expenses

An increase in activity in DVK has led to an associated increase in administrative costs as the company prepares for a potential transaction. The majority of these expenses have been allocated to Audit & Legal services with the balance spread across miscellaneous administrative costs as detailed below.

•	Audit Fee	\$25,161
•	Legal Support Services	\$9,672
•	Reimbursement of Admin Expenses	\$7,448
•	Consulting & Accounting Services	\$2,054
•	Depreciation	\$1,350
•	Bank Charges	\$1,040
•	Miscellaneous Expense	\$147

These administrative costs are the main contributor to the operating loss of \$97,537 for the period to May 21.

Geological Consulting & Exploration Costs

As per administrative costs a potential transaction has resulted in the first amounts of Geological & Consulting expenditure to be incurred. These have been primarily spent on consulting services & environmental impact reports to assess the viability of any potential projects. \$21,965 has been spent directly on consulting and associated activities with the balance of costs allocated across sundry information & correspondence activities.

Finance Cost & Currency Translation Costs

Costs to finance the operating services of the company are \$19,723 paid on the Convertible Loan Note as discussed later on in this document. Sundry currency exchange costs of \$1,026 have also been incurred.

Summary statement of financial position

Summarised below is a summary of the audited statement of financial position of the Company as at 31 May 2021:

	For the period ended 31 May 2021 US \$	For the period ended 31 December 2020 US \$
Non-Current Assets
Property, plant and equipment	31,366 ––––––––––	– ––––––––––
	31,366 ––––––––––	– ––––––––––
Current Assets
Trade and other receivables	261,881	55,609
Cash and cash equivalents	218,659 ––––––––––	11,998 ––––––––––
	480,540 ––––––––––	67,607 ––––––––––
Total Assets	511,906	67,607
Non-Current Liabilities	––––––––––	––––––––––
Long-term financial liabilities	292,071	–
	–––––––––– 292,071	–––––––––– –
Current Liabilities	––––––––––	––––––––––
Trade and other payables	25,284	101
Short-term loans	– ––––––––––	9,570 ––––––––––
	25,284	9,671
Total Liabilities	–––––––––– 317,355	–––––––––– 9,671
Net Assets	–––––––––– 194,551	–––––––––– 57,936
Equity attributable to equity shareholders	––––––––––	––––––––––
Share capital	70,590	60,000
Share premium	181,910	–
Other reserves	41,652	–
Retained losses	(99,601) ––––––––––	(2,064) ––––––––––
Total Equity	194,551	57,936
Property Plant & Equipment	––––––––––	––––––––––
(a)

Property, Plant & Equipment Movement

Period Ended 31 May 2021	Period Ended 31 December 2020
–	–
32,716	–
(1,350)	– ––––––––––
31,366	– ––––––––––
	–––––––––– ––––––––––

Plant and equipment are stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

All of the balance in property, plant and equipment relates to the NITON XL3t-950, XRF handheld device purchased in March 2021.

(b) Trade & Other Receivables

Trade & Other Receivables Movement

31 May	31 December 2020
	–
	55,509
123	–
261,881	–––––––––– 55,509 ––––––––––
	2021 134,311 127,447 –––––––––– ––––––––––

Majority of the increase in balance of receivables has resulted from an increase in prepayments relating to service contracts for a magnetics programme over two licences. Other receivables have also increased by circa \$70,000 which relates to a Competent Person's Report by SRK and contract work for the application and award of environmental approval to commence exploration on all four licences.

(c) Cash & Cash Equivalents

The movements in the cash balance relate to timing of financing and the investment cycle of the Group. These are discussed in more detail in the cashflow section below.

(d) Long Term Financial Liabilities

	Convertible Loan Notes	Total
At incorporation	– ––––––––––	– ––––––––––
At 31 December 2020	–	–
CLN's issued	314,000	314,000
Equity portion of CLN issued	(41,652)	(41,652)
Finance cost associated with CLN	19,723 ––––––––––	19,723 ––––––––––
	292,071	292,071

–––––––––– –––––––––– Long term financial liabilities relate to the Convertible Loan Note (CLN) agreed to with Ilwella Pty Ltd. As at 31 May 2021 a total of \$314,000 CLN had been issued. Of this, \$41,652 has been attributed to equity and \$19,723 was added as interest expense leaving the balance of \$292,071 as at 31 May 2021.

(e) Trade & Other Payables

Trade & Other Payables Movement

	Period Ended 31 May 2021	Period Ended 31 December 2020
Trade Payables	–	101
Accruals	25,161	–
Other Payables	123 ––––––––––	– ––––––––––
Closing Balance	25,284	101
	––––––––––	––––––––––

Trade payables and accruals principally comprise amounts outstanding for trade purchases and continuing costs.

(f) Share Capital

Share Capital Movement

Period Ended 31 May 2021	Period Ended 31 December 2020
70,590	60,000 –
–––––––––– 252,500	–––––––––– 60,000 ––––––––––
	181,910 ––––––––––

On 1 November 2020, the Company had subscriptions for 59,900 ordinary shares.

On 24 February 2021, the Company issued 10,590 ordinary shares for a price of US \$18.1775 per share raising a total of US \$192,500.

Each ordinary share has a par value of US \$1 and carries the right to one vote, to receive dividends and to participate on a return of capital.

Summary Cash Flow Statement

Below is a summary of the audited cash flow statement of the Company for the period from incorporation to 31 December 2020 and the unaudited cash flow from 31 December 2020 to 31 May 2021:

		For the period ended 31 May 2021	For the period ended 31 December 2020
	Note	US \$	US \$
Cash flows from operating activities
Loss before income tax		(97,537)	(2,064)
Adjustments for:
Depreciation		1,350	–
Finance charge Foreign exchange		19,723 –	– 33
(Increase) in trade and receivables		(206,272)	(27,821)
(Decrease)/Increase in trade and payables		25,183	101
Net cash used in operating activities		–––––––––– (257,553) ––––––––––	–––––––––– (29,751) ––––––––––
Cash flows from investing activities
Purchase of property plant and equipment		(32,716) ––––––––––	– ––––––––––
Net cash used in investing activities		(32,716) ––––––––––	– ––––––––––
		For the period ended 31 May 2021	For the period ended 31 December 2020
	Note	US \$	US \$
Cash flows from financing activities Proceeds from issue of share capital		192,500	32,179
Borrowings		314,000	9,570
Loan repayment		(9,570)
Net cash generated from financing activities		–––––––––– 496,930 ––––––––––	–––––––––– 41,749 ––––––––––
Net increase in cash and cash equivalents		206,661	11,998
Cash and cash equivalents at beginning of period		11,998 ––––––––––	– ––––––––––
Cash and cash equivalents at end of period		218,659	11,998
		––––––––––	––––––––––

Net cashflow from operating activities

Net operating cash outflow of US\$(257,553) is made up primarily of payments for geological services for desktop analysis of deposits, gaining environmental approval to operate and a competent person's report. Legal and financial work for the Company and its agreements with Tau-Ken Samruk were also a significant contribution.

Net cashflow from investing activities

Net cashflow from investing activities was US\$(32,716) for the purchase of a NITON XL3t-950, XRF handheld device purchased in March 2021.

Net cashflows from financing activities

Net cashflows from financing activities was US\$496,930, made up of an equity injection of \$192,500 and \$314,000 in convertible notes, less a repayment made of US\$9,570.

Capital expenditures

See Net cashflow from investing activities.

PART VII (Part G): ACCOUNTANT'S REPORT ON THE UNAUDITED PRO FORMA STATEMENT OF NET ASSETS AND PRO FORMA INCOME STATEMENT

PKF Littlejohn LLP

The Directors and Proposed Directors East Star Resources plc Eccleston Yards 25 Eccleston Place London SW1W 9NF

Dear Directors,

Introduction

We report on the unaudited pro forma statement of net assets and pro forma income statement at 31 May 2021 ('the Pro Forma Financial Information') set out in Part VII Section Part G of the Company's Prospectus dated 14 December 2021, which has been prepared on the basis described in Part VII Part G of this document, for illustrative purposes only, to provide information about how the Placing and Acquisition might have affected the net assets presented on the basis of the accounting policies adopted by the Company in preparing the unaudited interim financial information for the period ended 31 May 2021. This report is required by Annex 20, Section 3 of the PR Regulation and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities

It is the responsibility of the Directors of the Company to prepare the Pro Forma Financial Information in accordance with Annex 20, Section 1 and 2 of Commission Delegated Regulation (EU) 2019/980 (which is part of UK law by virtue of the EUWA) supplementing the UK Prospectus Regulation.

It is our responsibility to form an opinion, as to the proper compilation of the Pro Forma Financial Information and to report that opinion to you in accordance with Annex 20, Section 3 of Commission Delegated Regulation (EU) 2019/980 (which is part of UK law by virtue of the EUWA) supplementing the UK Prospectus Regulation.

Save for any responsibility arising under Prospectus Regulation Rule 5.3.2R(2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Annex 3, Section 1, Item 1.3 of Commission Delegated Regulation (EU) 2019/980 (which is part of UK law by virtue of the EUWA) supplementing the UK Prospectus Regulation, consenting to its inclusion in the Prospectus.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we have performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the Directors.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Opinion

In our opinion:

(a) the Pro Forma Financial Information has been properly compiled on the basis stated; and
(b) such basis is consistent with the accounting policies of the Company.

Declaration

For the purposes of Prospectus Regulation Rule 5.3.2R(2)(f) we are responsible for this report as part of the Prospectus and declare that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with Annex 3, Section 1, Item 1.2 of Commission Delegated Regulation (EU) 2019/980 (which is part of UK law by virtue of the EUWA) supplementing the UK Prospectus Regulation.

Yours faithfully

PKF Littlejohn LLP Canary Wharf Reporting Accountant London E14 4HD

15 Westferry Circus

14 December 2021

PART VII (Part H): UNAUDITED PRO FORMA FINANCIAL INFORMATION UNAUDITED PRO FORMA CONSOLIDATED NET ASSET AND INCOME STATEMENT FOR ENLARGED GROUP

Set out below is an unaudited pro forma statement of net assets and pro forma income statement of East Star Resources plc ("the Company"), and Discovery Ventures Kazakhstan Ltd ("DVK") (together "the Enlarged Group") as at 31 May 2021. The unaudited pro forma income statement of the Enlarged Group for the period ending 31 May 2021 has been prepared on the basis set out in the notes below and in accordance with the requirements of item 20.2 of Annex I and items 1 to 7 of Annex II of the Prospectus Rules to illustrate the impact of the Placing and Acquisition as if it had taken place on 1 January 2021.

The unaudited pro forma information has been prepared for illustrative purposes only and, by its nature, addresses a hypothetical situation and does not, therefore, represent the Enlarged Group's actual financial position or results. Such information may not, therefore, give a true picture of the Enlarged Group's financial position or results nor is it indicative of the results that may or may not be expected to be achieved in the future. The unaudited pro forma information is based on the unaudited net assets of the Company and audited net assets of DVK as at 31 May 2021 as shown in Part VII, Part B and Part D (Historical Financial Information). No adjustments have been made to take account of trading, expenditure or other movements subsequent to 31 May 2021, being the date of the last published balance sheet of the Company and DVK.

The unaudited pro forma information does not constitute financial statements within the meaning of section 434 of the Companies Act. Investors should read the whole of this Prospectus and not rely solely on the summarised financial information contained in this Part.

	The Company Unaudited Net assets as at 31 May 2021 (Note 1) £	DVK Audited Net assets as at 31 May 2021 (Note 2) £	Issue of Placing Shares net of costs (Notes 3) £	Acquisition £	Unaudited pro forma adjusted aggregated net assets of the adjustments Enlarged Group (Note 4) on 31 May 2021 £
Assets Non-current assets Goodwill and
intangible assets Property, plant and	–	–	–	2,113,114	2,113,114
equipment	– ––––––––––	22,069 ––––––––––	– ––––––––––	– ––––––––––	22,069 ––––––––––
Total non-current assets	– ––––––––––	22,069 ––––––––––	– ––––––––––	2,113,114 ––––––––––	2,135,183 ––––––––––
Current assets Trade and other receivables Cash and cash equivalents	7,459 2,053,719	184,260 153,848	– 2,604,135	– –	191,719 4,811,702
Current assets	–––––––––– 2,061,178	–––––––––– 338,108	–––––––––– 2,604,135	–––––––––– –	–––––––––– 5,003,421
Total assets	–––––––––– 2,061,178	–––––––––– 360,177	–––––––––– 2,604,135	–––––––––– 2,113,114	–––––––––– 7,138,604
Liabilities Current liabilities	––––––––––	––––––––––	––––––––––	––––––––––	––––––––––
Trade and other payables	–––––––––– (84,054) ––––––––––	–––––––––– (17,790) ––––––––––	–––––––––– – ––––––––––	–––––––––– – ––––––––––	–––––––––– (101,844) ––––––––––
Loans and borrowings Non-current liabilities Loans and borrowings	–	(205,501)	–	205,501	–
Total liabilities	(84,054)	(223,291)	–	205,501	(101,844)
Total assets less total liabilities	–––––––––– 1,977,124 ––––––––––	–––––––––– 136,886 ––––––––––	–––––––––– 2,604,135 ––––––––––	–––––––––– 2,318,615 ––––––––––	–––––––––– 7,036,760 ––––––––––

Unaudited pro forma statement of net assets at 31 May 2021

Notes

The pro forma statement of net assets has been prepared on the following basis:

1. The net assets of the Company as at 31 May 2021 have been extracted without adjustment from the unaudited Interim Financial Information set out in Part VII Part B of this document.
1. The net assets of DVK as at 31 May 2021 have been extracted without adjustment from the audited Historic Financial Information included in Part VII Part D of this document, and converted from US\$ to GBP at the closing rate on 31 May 2021 of US\$1 to £0.7036.
1. An adjustment has been made to reflect the proceeds of a placing of 62,000,000 Ordinary Shares of the Company at an issue price of £0.05 per Ordinary Share net of an adjustment to reflect the payment in cash of admission costs estimated at approximately £0.05 million inclusive of any non-recoverable sales taxes.
1. An adjustment has been made to reflect the automatic conversion of the £205,000 convertible loan notes in DVK upon Re-Admission in accordance with the terms of the notes.

An adjustment has been made to reflect the acquisition accounting of the Company's acquisition of DVK. As part of the Acquisition, contingent consideration is payable of 75,000,000 deferred performance shares. This has not been included in the estimate of the consideration included in the pro forma.The Company will need to determine the fair value of the net assets acquired pursuant to the proposed acquisition within 12 months of the acquisition date in accordance with IFRS 3. This process, known as a Purchase Price Allocation exercise may result in reduction of goodwill, which may be material. The Purchase Price Allocation process will require a valuation of identifiable intangible assets acquired. The approach adopted by the Directors of the Company is permissible and appropriate.

1. No adjustments have been made to reflect the trading or other transactions, other than described above of:
i. the Company since 31 May 2021;
ii. DVK since 31 May 2021;
1. As at 7 December 2021 (the latest practical date prior to the publication of this prospectus) the exchange rate between the US\$ and £ was \$1 to £0.75.
1. The pro forma statement of net assets does not constitute financial statements.

Unaudited pro forma income statement for the period ended 31 May 2021

The Company Unaudited Income statement For the period to 31 May 2021 (Note 1)	DVK Audited Income statement For the period to 31 May 2021 (Note 2)	Placing costs (Note 3)	Unaudited pro forma adjusted aggregated income statement of the Enlarged Group on 31 May 2021
£	£	£	£
(239,334)	(34,056)		(769,255)
			(14,330)

			(21,736)
			(746) ––––––––––
(239,334)	(70,868)		(806,067)
–	–	–	–
–	–	–	–
			–––––––––– (806,067)
–	–	–	–
(239,334)	(70,868)		–––––––––– (806,067) ––––––––––
	– – – –––––––––– –––––––––– (239,334) –––––––––– ––––––––––	(14,330) (21,736) (746) –––––––––– –––––––––– (70,868) –––––––––– ––––––––––	(495,865) – – – –––––––––– (495,865) –––––––––– (495,865) –––––––––– (495,865) ––––––––––

Notes

The pro forma statement of net assets has been prepared on the following basis:

1. The income statement of the Company for the period ended 31 May 2021 has been extracted without adjustment from the unaudited Interim Financial Information which is set out in Part VII Section B of this document.
1. The income statement of DVK for the period ended 31 May 2021 has been extracted without adjustment from the audited Historic Financial Information which is set out in Part VII Section D of this document and converted to United States Dollars at the average rate for the 5 months to 31 May 2021 of US\$1.3766 to £1.
1. An adjustment has been included to show Placing and Subscription costs of £495,865, being the total of £513,865 less £18,000 payable in shares.
1. No adjustment has been made to reflect trading results of the Enlarged Group since 31 May 2021.

PART VIII

CAPITALISATION AND INDEBTEDNESS

1. Share Capital

The Company was incorporated on 17 November 2020 undertheAct. Details ofthe current issued OrdinarySharesoftheCompanyaresetoutinparagraph 4 ofPartXIofthisDocument.Thecurrency ofthesecuritiesissueisPoundsSterling.AsatAdmission,therewillbe 182,250,164 issuedOrdinary Sharesof£0.01each.AlloftheissuedOrdinaryShareswillbeinregisteredform,andcapableofbeing heldincertificatedoruncertificatedform.TheRegistrarwillbe responsibleformaintainingtheshare register.Temporarydocumentsoftitlewillnotbeissued.TheISINnumberoftheOrdinarySharesis GB00BN92HZ16.TheSEDOLnumberoftheOrdinarySharesisBN92HZ1.

2. Financial Position

The Company has not yet commenced operations. Historic financial information of the Company audited by PKF Littlejohn LLP for the period ended 31 December 2020 is published in the IPO Prospectus(pages36to46)andunauditedfinancialinformationoftheCompanyforaperiodof 6 monthsupto31May2021issetoutinSectionBofPartVIIofthisDocument.

3. Liquidity and capital resources

3.1 Sources of cash and liquidity

TheCompany'ssourceofcashwillbethebalanceoffundsavailablefromtheInitialIPO,funds held by the DVK Group at the date of Completion, and the Net Proceeds available to the CompanyfromthePlacing.TheCompanywill use such cashtofund: (i)the expenses ofthe Acquisition,theRe-AdmissionandthePlacing;(ii)theWorkProgramme;(iii)on-goingcostsand expenses(inrelationtotheCompany'slistingontheMainMarketofLondonStockExchange.

3.2Cash uses

The Company's principal use of cash (including the Net Proceeds) will be to fund the Work Programme. The Company's current intention is to retain earnings for use in its business operationsanditdoesnotanticipatedeclaringanydividendsintheforeseeablefuture.

3.3 Indebtedness

AsatthedateofthisDocument,theCompanyhasnoguaranteed, secured,unguaranteedor unsecured debt and no indirect or contingent indebtedness. The Company may incur indebtednesstofinanceandfuturedevelopmentoftheProjectand/orfutureacquisitions,andto funditsliquidityneeds.SuchindebtednessmayexposetheCompanyto risksassociatedwith movementsinprevailinginterestrates.Changesinthelevelofinterestratescanaffect,among otherthings: (i)the cost and availability of debtfinancing and hencetheCompany's abilityto achieveattractiveratesofreturnonitsassets;(ii) therateofreturnontheCompany'suninvested cash balances. This exposure may be reduced by introducing a combination of a fixed and floatinginterestratesorthroughtheuseofhedgingtransactions(suchasderivativetransactions, including swaps or caps). Interest rate hedging transactions will only be undertaken for the purposeofefficientportfoliomanagement,andwillnotbecarriedoutforspeculativepurposes.

3.4 Hedging arrangements and risk management

The Company may use forward contracts, options, swaps, caps, collars and floors or other strategiesorformsofderivativeinstrumentstolimititsexposuretochangesintherelativevalues of investments that may result from market developments, including changes in prevailing interestratesandcurrencyexchangerates,aspreviouslydescribed.Itisexpectedthattheextent of risk management activities by the Company will vary based on the level of exposure and considerationofriskacrossthebusiness.

The success of any hedging or other derivative transaction generally will depend on the Company'sabilitytocorrectlypredictmarketchanges.Asaresult,whiletheCompanymayenter intosuchatransactiontoreduceexposuretomarketrisks,unanticipatedmarketchangesmay resultinpooreroverallinvestmentperformancethanifthetransactionhadnotbeenexecuted.In addition, the degree of correlation between price movements of the instruments used in connectionwithhedgingactivitiesandpricemovementsinapositionbeinghedgedmayvary.

Moreover,foravarietyofreasons,theCompanymaynotseek,orbesuccessfulinestablishing, anexactcorrelationbetweentheinstrumentsusedinahedgingorotherderivativetransactions and the position being hedged and could create new risks of loss. In addition, it may not be possibletofullyorperfectlylimittheCompany'sexposureagainstallchangesinthevaluesofits assets,becausethevaluesofitsassetsarelikelytofluctuateasaresultofanumberoffactors, someofwhichwillbebeyondtheCompany'scontrol.

3.5 Capitalisation and indebtedness illustration

Thetablebelow settingouttheCompany's capitalisationandindebtednesspositionhasbeen includedforillustrativepurposesonly.

CAPITALISATION AND INDEBTEDNESS

The capitalisation of East Star Resources plc as at 31 May 2021, extracted without material adjustmentfromtheunauditedInterimFinancialInformationoftheCompanyandauditedHistoric Financial Information of DVK, as included in Part VII Part B and Part D respectively and DiscoveryVenturesKazakhstanLtdat31May2021wasasfollows:

East Star Resources plc

(Unaudited) 31 May 2021 £
Guaranteed– Secured –
Unguaranteed/unsecured6,142 ––––––––––
Total non-current debt 6,142
–––––––––– Guaranteed– Secured – Unguaranteed/unsecured– ––––––––––
Total Debt 6,142 ––––––––––

ShareCapital608,671 Sharepremium1,587,598
OtherReserves 20,190
–––––––––– Total shareholder equity 2,216,459 ––––––––––

*TotalshareholderequityexcludestheretainedlossesoftheCompany.

Since 31 May 2021, there has been no material change in the capitalisation of East Star Resourcesplc.

Discovery Ventures Kazakhstan Ltd

(Audited)	31 May 2021 US\$
Total Current Debt Guaranteed– Secured – Unguaranteed/unsecured– ––––––––––
Total non-current debt – ––––––––––
Guaranteed– Secured – Unguaranteed/unsecured292,071
–––––––––– Total Debt 292,071 ––––––––––
Shareholders Equity ShareCapital70,590 Sharepremium181,910 OtherReserves 41,652 ––––––––––
Total shareholder equity 294,152	––––––––––

*TotalshareholderequityexcludestheretainedlossesoftheCompany.

Since 31 May 2021, there has been no material change in the capitalisation of Discovery VenturesKazakhstanLtd.

The net indebtedness of East Star Resources plc (unaudited) and Discovery Ventures KazakhstanLtd(unaudited)at 30September 2021,extractedwithoutmaterialadjustmentfrom theunauditedmanagementaccounts, wasasfollows:

East Star Resources plc

(Unaudited)	30 September 2021 £
A Cash 1,453,872 B Cashequivalent– C Tradingsecurities – ––––––––––
D Liquidity(A)+(B)+(C)1,453,872 E Current financial receivable 382,506 F Currentbankdebt – GCurrentportionofnon-currentdebt– H Othercurrentfinancialdebt–
–––––––––– ICurrent Financial Debt (F) + (G) + (H) 382,506
–––––––––– JNet Current Financial Indebtedness1,836,378
K Non-currentBankloans – LBondsIssued– MOthernon-currentloans – N Non-currentFinancialIndebtedness(K)+(L)+(M)–	––––––––––
–––––––––– ONet Financial Indebtedness (J) + (N)1,836,378	––––––––––

Discovery Ventures Kazakhstan Ltd

(Unaudited)	30 September 2021 \$
A Cash 387,299 B Cashequivalent– C Tradingsecurities – ––––––––––
D Liquidity(A)+(B)+(C)387,299 ––––––––––
E Current financial receivable – F Currentbankdebt – GCurrentportionofnon-currentdebt (513,967) H Othercurrentfinancialdebt–
–––––––––– ICurrent Financial Debt (F) + (G) + (H)(513,967)
–––––––––– JNet Current Financial Indebtedness126,668
K Non-currentBankloans – LBondsIssued– MOthernon-currentloans (305,256) N Non-currentFinancialIndebtedness(K)+(L)+(M)(305,256)	––––––––––
–––––––––– ONet Financial Indebtedness (J) + (N)(431,924)

Since 30September 2021EastStarResourcesplchadnoindirectorcontingentindebtedness, otherthanitscommitmenttoprovidefundingtoDiscoveryVenturesKazakhstanLtdthroughthe provisionofUS\$700,000convertibleloannotesthatareabletobedrawndowninfourtranches byDiscoveryVenturesKazakhstanLtd.

––––––––––

Since 30 September 2021 Discovery Ventures Kazakhstan Ltd had no indirect or contingent indebtedness,otherthanwhatwasdisclosedintheHistoricalFinancialInformationforDiscovery VenturesKazakhstanLtdinPart VIIPartD.

Asatthedateofthepublicationofthisprospectus,therehasbeennomaterialchangeinthe indebtednessofneitherEastStarResourcesplcnorDiscoveryVenturesKazakhstanLtd,other than Discovery Ventures Kazakhstan Ltd having drawn down three tranches for a total of US\$525,000oftheconvertibleloannotefromEastStarResourcesplc.

ThesourceofthecapitalisationstatementforEastStarResourcesplcistheunauditedinterim financial informationforthe periodfrom incorporationto 31May 2021 as included inPart VII Part B.ThesourceofthecapitalisationstatementforDiscoveryVenturesKazakhstanLtdisthe audited Historic Financial Information asincludedinPartVIIPartD.

The source for net indebtedness statement for both East Star Resources plc and Discovery Ventures Kazakhstan Ltd are unaudited management accounts for the periods ending 30 September 2021.

PART IX

TAXATION

1. General

The comments below are of a general and non-exhaustive nature based on the Directors' understanding of the current revenue law and published practice in the UK, which are subject to change, possibly with retrospective effect. The following summary does not constitute legal or tax advice and applies only to persons subscribing for New Shares in the Placing as an investment (rather than as securities to be realised in the course of a trade) who are the absolute and direct beneficial owners of their Shares (and the shares are not held through an Individual Savings Account or a Self-Invested Personal Pension) and who have not acquired their Shares by reason of their or another person's employment. These comments may not apply to certain classes of person, including dealers in securities, insurance companies and collective investment schemes.

An investment in the Company involves a number of complex tax considerations. Changes in tax legislation in the UK or in any of the countries in which the Company has assets (or in any other country in which a subsidiary of the Company is located), or changes in tax treaties negotiated by those countries, could adversely affect the returns from the Company to Investors.

Prospective Investors should consult their own independent professional advisers on the potential tax consequences of subscribing for, purchasing, holding or selling Shares under the laws of their country and/or state of citizenship, domicile or residence including the consequences of distributions by the Company, either on a liquidation or distribution or otherwise.

United Kingdom taxation

This summary is for general information only and it is not intended to be, nor should it be construed to be, legal advice to any Shareholder or prospective Investor.

1.1 COMPANY

General

The following summary is intended as a general guide only and relates only to certain limited aspects of UK tax consequences of holding and disposing of Shares in the Company. It is based on current UK tax law and the current practice of HMRC, both of which are subject to change, possibly with retrospective effect.

Any person who is in any doubt as to his or her tax position, or who is resident or otherwise subject to taxation in a jurisdiction outside the UK, should consult his or her tax advisers immediately.

1.2 SHAREHOLDERS

1.2.1 Taxation of dividends – individuals

The Company is not required to withhold UK tax when paying a dividend on the Ordinary Shares. UK resident individual Shareholders will be liable to income tax on the amount of any dividends received. Such individual Shareholders will be entitled to a £2,000 annual tax-free dividend allowance for the tax year 2021/22. Dividends received in excess of this threshold will be taxed, for the tax year 2021/22 and subsequent years, at 7.5 per cent. (basic rate taxpayers), 32.5 per cent. (higher rate taxpayers) and 38.1 per cent. (additional rate taxpayers).

These rates are due to increase by 1.25 per cent. from 6 April 2022 to 8.75 per cent., 33.75 per cent. and 39.35 per cent. respectively.

From 6 April 2022 dividend rates applicable to individuals will increase by 1.25 per cent., dividends falling within the basic rate band, higher rate band and additional rate band will be taxed at 8.75 per cent., 33.75 per cent. and 39.35 per cent. respectively.

1.2.2 Taxation of dividends – companies

Shareholders within the charge to UK corporation tax which are "small companies" (for the purposes of UK taxation of dividends) will not generally be subject to UK corporation tax on dividends paid by the Company on the Ordinary Shares.

Other Shareholders within the charge to UK corporation tax will not be subject to corporation tax on dividends paid by the Company on the Ordinary Shares so long as the dividends fall within an exempt class and certain conditions are met. Although it is likely that dividends paid by the Company on the Ordinary Shares would qualify for exemption from corporation tax, it should be noted that the exemption is not comprehensive and is subject to anti-avoidance rules. Shareholders should therefore consult their own professional advisers where necessary.

1.2.3 Taxation of disposals

General

A disposal of Shares by a Shareholder who is resident in the UK for tax purposes may, depending on the Shareholder's circumstances, and subject to any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of UK taxation of chargeable gains.

UK resident individuals are, for each tax year, entitled to an exemption from capital gains tax for a specified amount of gains realised in that tax year. The current annual exempt amount for the tax year 2021/22 is £12,300. Capital gains tax rates for individuals applicable to gains in excess of this exempt are currently ten per cent. to the extent any basic rate band remains and 20 per cent. thereafter.

For Shareholders within the charge to corporation tax, indexation allowance may reduce the amount of any chargeable gain arising on a disposal of Shares (but cannot give rise to or increase the amount of an allowable loss), however this has been frozen from 31 December 2017 and will therefore not affect shares acquired subsequent to this date. UK resident corporate shareholders will be liable to corporation tax on chargeable gains (after accounting for all relevant reliefs) at the corporation tax rate applicable to its taxable profits (the main rate currently being 19 per cent.).

1.2.4 Stamp Duty and Stamp Duty Reserve Tax (SDRT)

The following comments in relation to UK stamp duty and SDRT apply to Shareholders wherever they are resident or domiciled. They are intended only as a general guide and (except to the extent stated) do not relate to persons such as market makers, brokers, dealers, intermediaries or persons connected with depositary arrangements or clearance services, to whom special rules may apply.

Subsequent transfers of Shares

Stamp duty at the rate of 0.5 per cent. (rounded up to the nearest £5) of the amount or value of the consideration given will generally be payable in respect of an instrument transferring Shares. An exemption from stamp duty is available for instruments transferring shares where the amount or value of the consideration is £1,000 or less and it is certified on the instrument that the transaction effected by it does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000.

A charge to SDRT will also arise in respect of an unconditional agreement to transfer Shares (at the rate of 0.5 per cent. of the amount or value of the consideration for the Ordinary Shares). However, if an instrument of transfer is executed in pursuance of the agreement and duly stamped within six years of the date on which the agreement became unconditional, the SDRT charge will generally be cancelled and any SDRT which has already been paid can generally be reclaimed.

The liability to pay stamp duty or SDRT is normally satisfied by the purchaser or transferee.

Shares held through CREST

Paperless transfers of Shares within CREST are generally subject to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration payable. CREST is obliged to collect SDRT on relevant transactions settled within the system. Deposits of Shares into CREST will generally not be subject to SDRT or stamp duty, unless the transfer into CREST is itself for consideration in money or money's worth, in which case a liability to SDRT will arise, usually at the rate of 0.5 per cent. of the amount or value of the consideration.

1.2.5 Information reporting

The UK has entered into international agreements with a number of jurisdictions which provide for the exchange of information in order to combat tax evasion and improve tax compliance. These include, but are not limited to, an Inter-governmental Agreement with the US in relation to FATCA and International Tax Compliance Agreements with Guernsey, Jersey, the Isle of Man and Gibraltar. In connection with such international agreements the Company may, among other things, be required to collect and report to HMRC certain information regarding Shareholders and other account holders of the Company and HMRC may pass this information on to tax authorities in other jurisdictions in accordance with the relevant international agreements.

This summary of UK taxation issues can only provide a general overview of these areas and it is not a description of all the tax considerations that may be relevant to a decision to invest in the Company. The summary of certain UK tax issues is based on the laws and regulations in force as of the date of this Document and may be subject to any changes in UK laws occurring after such date. Legal advice should be taken with regard to individual circumstances. Any person who is in any doubt as to his tax position or where he is resident, or otherwise subject to taxation, in a jurisdiction other than the UK, should consult his professional adviser.

PART X

CITY CODE DISCLOSURES

1. Principal Activities of the Company

The Company is considered a cash shell under the Listing Rules and it has adopted a strategy to undertake an acquisition in the natural resources industry. The Company is proposing to acquire DVK, as part of its strategy and subject to the completion of the Acquisition, the Enlarged Group will be formed.

2. Responsibility for the Purpose of the City Code

2.1 The Company, Directors and Proposed Directors whose names appear on page 29 of this Document accept responsibility for the information contained in this Document (including any expressions of opinion). To the best of the knowledge and belief of the Company, Directors and Proposed Directors (who have each taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and contains no omission likely to affect its import.
2.2 The members of the Concert Party accept responsibility for the information relating to themselves and to DVK in this Document (including any expressions of opinion). To the best of the knowledge and belief of the members of the Concert Party (who have each taken all reasonable care to ensure that such is the case), the information contained in this Document for which they accept responsibility is in accordance with the facts and contains no omission likely to affect its import.

3. Material Contracts

Other than the Acquisition Agreement, Term Sheet and the Notes under which the Company advanced USD 700,000 to DVK (such sums remain outstanding), there are no contracts that have been entered into by the Company or any member of the Concert Party within the period of two years preceding the date of this Document that are or may be material (not being contracts entered into in the ordinary course of business). It is also noted that following the completion of the Acquisition, Mr. Alex Walker (who is a member of the Concert Party) shall become a Director of the Company and he will receive a grant of 8,000,000 Management Options, as disclosed in this Document. Alex Walker's main employment is governed by an existing service agreement with DVK and he has also entered into an appointment letter dated 29 November 2021 in respect of his appointment as a Director of the Company the terms of which are summarised at paragraph 13.1.1 of Part XI ("Additional Information").

4. Waiver of Rule 9 of the City Code

The City Code, which is issued and administered by the Panel, applies to the Company. The Company and its shareholders are afforded certain protections under the City Code.

Under Rule 9 of the City Code, any person who acquires an interest (as defined in the City Code), whether by a series of transactions over a period of time or not, in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, is normally required to make a general offer to all the remaining shareholders in that company to acquire their shares.

Similarly, if any person, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, a general offer will normally be required.

On Admission, the Concert Party will hold a total of 39,549,044 Ordinary Shares, representing approximately 21.7 per cent. of the Enlarged Ordinary Share Capital as a result of the issue and allotment of the Consideration Shares and the subscription by them for a total of 1,300,000 Placing Shares. On the issue and allotment of the Performance Shares and the exercise of the 8,000,000 Management Options by Mr. Walker (assuming such options were fully exercised), the Concert Party would hold a maximum of 111,297,450 Ordinary Shares, representing approximately 43.8 per cent. of the then issued share capital, assuming that no other Shares were issued.

The issue of the Performance Shares and the exercise by Mr. Walker of the 8,000,000 Management Options would therefore trigger an obligation on the Concert Party to make an offer for the Company in accordance with Rule 9 of the City Code. The Panel has agreed, however, to waive the obligation for the Concert Party to make a general offer that would otherwise arise as a result of the issue of the Performance Shares and the exercise of the 8,000,000 Management Options by Mr. Walker, subject to the approval of Independent Shareholders. Accordingly, Resolution 1 is being proposed at the General Meeting and will be taken on a poll. In the event that the Waiver Resolution is passed by Independent Shareholders at the General Meeting, the Concert Party will not subsequently be restricted from making an offer for the Company.

For so long as the Concert Party hold more than 30 per cent. but less than 50 per cent. of the Company's voting share capital and its members are presumed to be acting in concert by the Panel, if they increase their aggregate interests in the Ordinary Shares this will trigger an obligation to make a general offer for the remaining shares.

4.1 Information on the Concert Party

The Concert Party comprises the Sellers of DVK set out in the table below, who are presumed to be acting in concert under the City Code. The maximum potential interest of the Concert Party in the voting rights of the Company is as follows:

Member of Concert Party	No. of Consideration Shares and Placing Shares for as part of ("Admission Shares")	Total Admission Shares held subscribed by the Sellers as a percentage of the Fundraise Enlarged Ordinary on Admission	No. Share Capital Performance Management Shares	No. Options	Maximum number of Ordinary Shares (assuming the issue of the Performance Shares and the exercise of the Management Mr. Walker)	Total Shares as a percentage the Company's share capital following such issue and Options by exercise (assuming that no other ("Total Shares") Shares are issued)
Alexander Casey
Walker	20,024,522	11.0	31,874,202	8,000,000	59,898,724	23.6
Reedbuck Nominees Pty	9,762,261	5.4	15,937,102	–	25,699,363	10.1
Rainer Heinz Ellmies	9,762,261	5.4	15,937,102	–	25,699,363	10.1

5. Further Information on Members of the Concert Party

5.1 Information on Alexander Casey Walker

Mr. Alexander Walker is an investment banker and resources executive with more than 15 years' experience in natural resources investment. Previously, he has worked in institutional equity sales in a number of UK and international brokerages and has invested in numerous mining, energy and non-natural resources companies. Mr. Walker is currently the sole director of DVK.

5.2 Information on Reedbuck Nominees Pty

Reedbuck Nominees Pty was founded in Australia with the company number ACN 146 953 111 and its registered office is at PO Box 8235 Angelo Street, South Perth WA 6151, Australia.

Reedbuck Nominees Pty Ltd is a private company registered in Australia as trustee for the Eilistraee No. 2 Trust, of which Melvin Yeo is sole director and a beneficiary. Mr. Yeo is a commercial lawyer and entrepreneur with more than 20 years' experience in private practice and top-tier firms. Mr. Yeo has been involved in numerous corporate transactions in the capacities of principal/director or lead/sole counsel with deal values ranging from USD 1 million to over USD 1 billion, including many cross-border transactions.

Reedbuck Nominees Pty is not required to publish financial information and there is no financial information relating to Reedbuck Nominees Pty that is publicly available. There are no current ratings or outlooks publicly accorded to Reedbuck Nominees Pty by ratings agencies.

5.3 Information on Rainer Heinz Ellmies

Dr. Ellmies is a geologist with 30 years of senior and managerial roles in academia and in the exploration industry.

He has successfully developed exploration concepts and implemented exploration programmes for complex deposits across a wide range of commodities, leading to a number of significant discoveries including the largest cobalt deposit outside of the Democratic Republic of Congo. Dr. Ellmies currently runs the mining division of a private family office with several operating mines and exploration projects in southern Africa as well as the in-country management of TSX and ASX listed companies in the region.

5.4 Effect on DVK and Concert Party

The Proposals are not expected to have a material effect on DVK nor the Concert Party's earnings, assets or liabilities.

6. Relationship between the Concert Party, the Directors and the Independent Shareholders

Other than Alex Walker as a Proposed Director there are no relationships between the Concert Party, the Directors and the Independent Shareholders.

7. Intentions of the Concert Party

Save for the appointment of the Proposed Directors (including Alex Walker) and the resignation of Mr. Charles Wood as Director on Admission, no member of the Concert Party is proposing any changes to the Board.

The members of the Concert Party have confirmed their intention that, following the increase in their holdings of Ordinary Shares as a result of (a) the issue to them of their Consideration Shares and the subscription for a total of 1,300,000 Placing Shares; (b) the prospective issue of the Performance Shares; and (c) the full exercise of 8,000,000 Management Options by Mr. Walker, on approval of the Waiver Resolution, the combined business of the Enlarged Group would continue in substantially the same manner as the business of DVK immediately prior to passing of the Waiver Resolution, namely the exploration and development of mineral projects in Kazakhstan. The Company as a result of the Acquisition will become a holding company of the exploration business undertaken by DVK. The Enlarged Group will pursue the business strategy more particularly described in section 2 of Part I of this Document and sections 4 and 5 of Part II of this Document. The business operations of DVK and personnel are located predominantly in Kazakhstan, and certain Board members and management of the Company are located in the United Kingdom; the members of the Concert Party have no intention of relocating the business or redeploying the combined fixed assets of the Enlarged Group. The members of the Concert Party are not restricted from making an offer for the Company.

The Concert Party intends to maintain the Company's admission to the standard segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange. Apart from the Directors, the Company has no employees prior to the Acquisition and therefore the Acquisition has no employment rights implications and there will be no material changes in respect of the balance of skills and functions of employment and management, for which none are employed apart from the Directors. The Company does not operate any pension schemes and has no research and development facilities.

8. Interests and Dealings

8.1 As at the close of business on the Last Practicable Date, the total issued share capital of the Company was 69,540,164 Ordinary Shares.

8.2 As at the close of business on the Last Practicable Date, the interests of the Directors and their families and the interests of persons connected with them, within the meaning of Part 22 of the UK Companies Act 2006, in the issued share capital of the Company were as follows:

	Number of	Number of	Percentage of Existing	Percentage of Fully Diluted
Name	Existing Shares	Warrants	Shares held	Shares held
Charles Wood(1)	400,000	400,000	0.6%	0.5%
Anthony Eastman(2)	400,000	400,000	0.6%	0.5%
Sandy Barblett	150,000	150,000	0.2%	0.2%

1 Charles Wood has an indirect interest in the share capital of the Company through Ainslie Capital Ltd, a company in which Charles Wood is a director and his wife Sophie Wood is one of the beneficiaries
2 Anthony Eastman has an indirect interest in the share capital of the Company through Tournesol Consulting Ltd, a company in which Anthony Eastman and his wife are beneficial owners and directors
8.3 During the 12-month period prior to the Last Practicable Date, the Directors have not undertaken any dealings for value in existing Ordinary Shares other than the subscription for a total of 950,000 Ordinary Shares and receipt of a total of 950,000 Founder Warrants prior to IPO Admission (as set out at paragraph 18.10 of Part XI ("Additional Information").
8.4 Peterhouse is interested in 1,200,000 Broker Warrants, exercisable at a price of £0.05 until 4 May 2024 and may receive additional interests in the Company pursuant to the agreements described in paragraph 18.8 of Part XI of this Document. Save as aforesaid, as at the Last Practicable Date, neither Peterhouse nor any other connected adviser of the Company (including any person controlling, controlled by or under the same control as it) had any interests, rights to subscribe or short positions in relevant securities of the Company.
8.5 Save for:
8.5.1 the Acquisition Agreement entered into between the Company and each of the Sellers giving a right to the Sellers (including the members of the Concert Party) to receive the Consideration Shares and Performance Shares;
8.5.2 the letter of appointment and service contract with Alex Walker, being both a Proposed Director and member of the Concert Party;
8.5.3 the subscription for a total of 1,300,000 Placing Shares by the members of the Concert Party; and
8.5.4 the grant of Management Options to Alex Walker

no agreement, arrangement or understanding (including any compensation arrangement) exists between the Concert Party (or any person acting in concert with them) and the Directors, Shareholders or recent shareholders of the Company having any connection with or dependence upon the Acquisition set out in this Document. Further, there are no arrangements for the transfer of securities acquired pursuant to the proposed Acquisition and Acquisition Agreement.

8.6 On the Last Practicable Date and save as disclosed in this Document (in particular, this Part):
a) no member of the Concert Party, nor any person acting in concert with them has any interest in, right to subscribe, in respect of or short position, in relation to any relevant securities;
b) no member of the Concert Party, nor any person acting in concert with them has dealt in relevant securities during the period of twelve months ended on the Last Practicable Date;
c) there are no relevant securities which the Concert Party, or any person acting in concert with them has borrowed or lent;
d) none of:
- i. the Directors nor the Proposed Directors or any of their close relatives or related trusts; or
ii. the Company nor any other person acting in concert with the Company, has as at the Last Practicable Date any interest in, right to subscribe in respect of or short position in relation to any relevant securities;
e) there are no relevant securities which the Company or any person acting in concert with the Directors has borrowed or lent (excluding any borrowed relevant securities which have either been on lent or sold);
f) save for the fact that the Proposed Director, Alex Walker is a member of the Concert Party, there are no relationships (personal, financial or commercial), arrangements or understandings between any member of the Concert Party and:
i. any of the Directors (or their close relatives and related trusts); or
ii. any of the Shareholders of the Company or any person who is, or is presumed to be, acting in concert with any such shareholder.
8.7 In this paragraph 8 reference to:
a) "relevant securities" means Ordinary Shares and securities carrying conversion or subscription rights into Ordinary Shares;
b) "derivatives" includes any financial product, whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security;
c) "short position" means a short position, whether conditional or absolute and whether in the money or otherwise, and includes any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery;
d) "connected adviser" means:
- i. in relation to the Company, (i) an organisation which is advising the Company in relation to the disapplication of the application of Rule 9; and (ii) a corporate broker to the Company;
- ii. in relation to a person who is acting in concert with the Concert Party or with the Directors, an organisation (if any) which is advising that person either (i) in relation to the disapplication of the application of Rule 9; or (ii) in relation to the matter which is the reason for that person being a member of the relevant concert party; and
e) "control" means an interest, or aggregate interests, in shares carrying in aggregate 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control; and
f) "dealing" or "dealt" includes the following:
- i. the acquisition or disposal of securities, of the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to securities, or of general control of securities;
- ii. the taking, granting, acquisition, disposal, entering into, closing out, termination, exercise (by either party) or variation of an option (including a traded option contract) in respect of any securities;
- iii. subscribing or agreeing to subscribe for securities;
- iv. the exercise or conversion, whether in respect of new or existing securities, of any securities carrying conversion or subscription rights;
- v. the acquisition of, disposal of, entering into, closing out, exercise (by either party) of any rights under, or variation of, a derivative referenced, directly or indirectly, to securities;
vi. the entering into, terminating or varying the terms of any agreement to purchase or sell securities; and
vii. any other action resulting, or which may result, in an increase or decrease in the number of securities in which a person is interested or in respect of which he has a short position.
8.8 For the purposes of this paragraph 8 a person is treated as "interested" in securities if he has long economic exposure, whether absolute or conditional, to changes in the price of those securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person is treated as "interested" in securities if:
a) he owns them;
b) he has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them;
c) by virtue of any agreement to purchase, option or derivative, he:
- i. has the right or option to acquire them or call for their delivery, or
- ii. is under an obligation to take delivery of them.
d) whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or
e) he is party to any derivative:
- i. whose value is determined by reference to their price, and
- ii. which results, or may result, in his having a long position in them.

9. Directors' service agreements

Alex Walker entered into a new service agreement with DVK on 28 October 2021 and an appointment letter dated 29 November 2021 in respect of his appointment as a Director of the Company from Admission. Mr. David Minchin has also signed an appointment in respect of his proposed appointment as a Director of the Company.

Charles Wood will resign as a Director of the Company on Admission and Mr. Anthony Eastman and Mr. Sandy Barblett will continue as non-executive directors of the Company; the continuing directors have each entered into new appointment letters to govern their appointment from Admission to reflect the increased time commitment and obligations as directors of an operating business.

A summary of all directors' service agreement and appointment letters are set out at paragraph 13 in Part XI ("Additional Information") and save as described in this paragraph, none of the service contracts and appointment letters, or the terms of such contracts and letters, have been amended within the six-month period prior to the date of this Document.

10. Middle Market Quotations

10.1 The closing middle market quotations for an Ordinary Share for the first business day in each of the six months immediately preceding the date of this Document and as at the Last Practicable Date are:

Date	Price
1 July 2021	4.75p
2 August 2021	4.85p
1 September 2021	4.85p
1 October 2021	4.85p
1 November 2021	4.85p
1 December 2021	4.85p
13 December 2021	4.85p

11. Documents Available for Inspection

Copies of the following documents will be available at the Company's website (https://east-starresources.com/investors/), and/or for inspection at the offices of the Company during normal business hours of any weekday (Saturdays, Sundays and public holidays in England and Wales excepted) from the date of this Document up to and including the date of the General Meeting:

11.1 this Document and accompanying Notice of General Meeting;
11.2 the Articles of Association of the Company;
11.3 the accounts and statement of incorporation of the Company;
11.4 the Articles of Association of DVK;
11.5 paragraph 13 in Part XI (Additional Information) the material contracts referred to in paragraph 18 of Part XI (Additional Information), in so far as they have been entered into in connection with the Proposals;
11.6 the consent letter from Peterhouse referred to in paragraph 25 of Part XI (Additional Information); and
11.7 the Competent Person's Report.

12. Recommendation

The Directors, who have been so advised by Peterhouse consider that the Proposals are fair and reasonable and in the best interests of the Company and its Shareholders as a whole. In providing advice to the Directors, Peterhouse has taken into account the commercial assessments of the Directors.

Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions necessary to approve and implement the Acquisition (including the Waiver Resolution) as they intend to do, save as set out below, in respect of their own beneficial holdings of Ordinary Shares, representing approximately 1.4 per cent. of the existing issued share capital.

PART XI

ADDITIONAL INFORMATION

1. Responsibility Statement

1.1 The Company, the Directors and the Proposed Directors, whose names and principal functions are set out in Part IV, accept responsibility for the information contained in this Document. To the best of the knowledge of the Company, the Directors and the Proposed Directors, the information contained in this Document is in accordance with the facts and this Document makes no omission likely to affect its import.
1.2 SRK accepts responsibility for the Competent Person's Report which is contained in Part V of this Document and those sections of this document which include references to the information in the Competent Person's Report. To the best of the knowledge of SRK, the information contained in the Competent Person's Report, and statements and information attributed to SRK or extracted from the Competent Person's Report and included in this Document, is in accordance with the facts and contains no omissions likely to affect the import of such information.

2. The Company

2.1 The Company was incorporated under the Act as a private limited company and an indefinite life under the laws of England and Wales on 17 November 2020 with registered number 13025608 and the name Cawmed Resources Limited.
2.2 On 27 January 2021, the Company's name was changed to East Star Resources Limited pursuant to a resolution approved by the members of the Company on 20 December 2020.
2.3 On 3 March 2021, the Company was re-registered as a public limited company under section 90 of the Act with the name East Star Resources Plc.
2.4 The legal and commercial name of the issuer at the date of this Document is East Star Resources Plc.
2.5 The Company was incorporated with accounting reference date of 30 November.
2.6 The Company is not regulated by the FCA or any financial services or other regulator. With effect from Admission, the Company will be subject to the Listing Rules and the Disclosure Guidance and Transparency Rules (and the resulting jurisdiction of the FCA) to the extent such rules apply to companies with a Standard Listing.
2.7 The principal legislation under which the Company operates, and pursuant to which the Ordinary Shares have been created, is the Act.
2.8 On 17 February 2021, the Company adopted the Articles. The Company operates in conformity with its Articles and the laws of England and Wales.
2.9 As at the date of this Document, the Company does not have any subsidiaries and it is not a member of a group.
2.10 The Company's registered office is at Eccleston Yards, 25 Eccleston Place, London, United Kingdom, SW1W 9NF. The Company's telephone number is +44(0)20 3918 8792.
2.11 The Company is duly authorised and has complied with all relevant its statutory consents in relation to its eligibility for the proposed Admission.

3. Enlarged Group

3.1 Following the Acquisition upon Re-Admission the Company will be the ultimate holding company of DVK as summarised in the table below.

Name	Country of Incorporation and Company Number	Date of Incorporation	Issued Share Capital	% Owned by the Company on Re-Admission	Activity
DVK	BIN 191240900063 (AIFC, Kazakhstan)	6 December 2019	70,590	100	Management consultancy activities other than financial management

3.2 It is expected that DVK will hold a direct interest of 80 per cent. in any form of SPV established for the purpose of holding the Licences and the Company would therefore hold an indirect interest of 80 per cent. in the SPVs.

4. Share Capital

4.1 The Ordinary Shares are currently listed on the Standard Segment of the Official List and admitted to trading on the Main Market of the London Stock Exchange.
4.2 The following table shows the issued and fully paid up share capital of the Company as at the date of this Document and as it will be immediately following Admission:

	Number of Ordinary
	Shares in issue and credited as fully paid	Credited as fully paid up amount (£)
As at the date of this Document:	69,540,164	£695,401.64
As at Admission:	182,250,164	£1,822,501.64

4.3 The Company was incorporated with a share capital of £1,000 divided into 100,000 Ordinary Shares with a nominal value of £0.01 each.
4.4 The following is a summary of the changes in the issued Shares of the Company since its incorporation:
(a) on 8 March 2021, the board of directors passed a resolution to retrospectively approve the issue and allotment of 5,900,000 Ordinary Shares amongst the Founders at an issue price of £0.01 per Ordinary Share which took place on 24 December 2020. The Directors also approved the issue of the Founder Warrants on the terms and conditions described in paragraph 5 of this Part;
(b) on 8 March 2021, the board of directors passed a resolution to approve the issue and allotment of 23,850,217 Ordinary Shares to several investors at an issue price of £0.01 per Ordinary Share, as part of pre-Admission fundraising activities;
(c) on 4 May 2021, the board of directors passed a resolution to approve:
- (i) the allotment of 21,419,362 new Ordinary Shares pursuant to placing carried out in connection and conditional upon IPO Admission at an issue price of £0.05 per share;
- (ii) the allotment of 18,270,585 new Ordinary Shares pursuant to direct subscriptions for new Ordinary Shares in connection with and conditional upon IPO Admission, at an issue price of £0.05 per share; and
- (iii) the issue of 1,200,000 Broker Warrants on the terms and conditions described in paragraph 18.7 of this Part.
4.5 Further to a board meeting of the Company held on 13 December 2021, approved the following matters subject to and conditional upon Admission and the approval of the Resolutions:
(i) the Company shall allot and issue a total of 38,050,000 Placing Shares to investors at the Fundraise Price;
(ii) the Company shall allot and issue a total of 23,950,000 Subscription Shares to investors at the Fundraise Price;
(iii) the Company shall allot and issue a total of 45,000,000 Consideration Shares to the Sellers, such shares being issued at the Fundraise Price;
(iv) the Company shall approve the issue and allotment of 75,000,000 Performance Shares to the Sellers, subject to and conditional upon the satisfaction of the Performance Condition;
(v) the Company shall allot and issue the 5,350,000 Ilwella Loan Shares to Ilwella in consideration for the conversion of the Convertible Loan Notes, as more particularly described at paragraph 18.2 of this Part;
(vi) the Company shall grant Peterhouse warrants over a total of 1,567,500 Ordinary Shares representing five per cent. of the total number of Ordinary Shares subscribed for by placees introduced by Peterhouse as part of the Fundraising, exercisable at the Fundraise Price (the RTO Broker Warrants). The RTO Broker Warrants are more particularly described below at paragraph 18.6 and 18.8 of this Part;
(vii) the Company shall issue and allot to Peterhouse 360,000 Fee Shares, representing a fee of £15,000 (plus VAT) satisfied by the issue and allotment of the Fee Shares at the Fundraise Price;
(viii) the Company shall grant Orana warrants over a total of 6,046,005 Ordinary Shares (the "Orana Warrants"). The Orana Warrants were granted in accordance with the engagement letters with the Company summarised at paragraph 18.7 and pursuant to the warrant deeds more particularly described at paragraph 18.9 of this Part; and
(ix) the Company has agreed to grant 11,250,000 Options to certain members of the management and employees of the Enlarged Group. Further details of the grant of the Options are set out at paragraph 5 of this Part.
4.6 Save as disclosed in this Document:
(a) no issued Shares of the Company are under option or have been agreed conditionally or unconditionally to be put under option;
(b) no Share or loan capital of the Company has been issued or is now proposed to be issued, fully or partly paid, either for cash or for a consideration other than cash;
(c) no commission, discount, brokerage or any other special term has been granted by the Company or is now proposed in connection with the issue or sale of any part of the Share or loan capital of the Company;
(d) no persons have preferential subscription rights in respect of any Share or loan capital of the Company or any subsidiary; and
(e) no amount or benefit has been paid or is to be paid or given to any promoter of the Company.
4.7 The New Shares will on Admission rank pari passu in all respects with the Existing Shares including the rights to dividends or other distributions hereafter declared, paid or made on the Ordinary Shares.
4.8 Application will be made for the Ordinary Shares to be listed on the Standard Segment of the Official List and to be admitted to trading on the main market of the London Stock Exchange. The Ordinary Shares are not listed or traded on, and no application has been or is being made for the admission of the Ordinary Shares to listing or trading on, any other stock exchange or securities market.
4.9 Save as disclosed in this Document, as at the date of this Document, the Company will have no short, medium or long term indebtedness.
4.10 Subject to the provisions of the Articles below, the Ordinary Shares are freely transferrable and there are no restrictions on transfers.

5. Warrants and Options

5.1 As at the date of this Document, the Company has granted the following warrants over Ordinary Shares and the key terms of such warrants are briefly summarised in the table below:

Number of Warrants in Issue	Exercise Price of Warrants	Expiration of Warrants
6,000,000	£0.05	Second anniversary of IPO Admission
1,200,000	£0.05	Third anniversary of IPO Admission
1,567,500	£0.05	Third anniversary of Admission
		Third anniversary of Admission
5,467,705	£0.05	Fifth anniversary of Admission
14,813,705
	578,500 –––––––––– ––––––––––	£0.05

5.2 The Warrants described in the Table at paragraph 5.1 (above) were granted by the Company pursuant to certain warrant instrument and the terms of which are described in paragraphs 18.8, 18.9 and 18.10 of this Part.
5.3 As at the date of this Document, the Company has agreed to grant the following options to members of the management team and employees of the Enlarged Group, such grants being made subject to and conditional upon Admission:

Name of Option Holder	No. of Options	Date of Grant	Exercise Price
Alex Walker	8,000,000	Re-Admission	Fundraise Price
David Minchin	1,500,000	Re-Admission	Fundraise Price
Azamat Bizhanov	850,000	Re-Admission	Fundraise Price
Vlad Kroupnik	650,000	Re-Admission	Fundraise Price
Sandy Barblett	250,000 ––––––––––––	Re-Admission	Fundraise Price
TOTAL	11,250,000
	––––––––––––

5.4 The Options described in the Table at paragraph 5.3 (above) are only capable of being exercised upon the satisfaction of certain vesting conditions. The vesting conditions in respect of the Option awards are as follows: (a) one third of each option holders total Options shall vest six months from the date of Re-Admission; (b) a second third of each option holders total Options shall vest upon the Board of the Company determining (in its discretion that) the share price of the Company has traded at a premium of 50 per cent. to the Fundraise Price (being £0.075 (7.5p)) for a minimum of five consecutive trading days; and (c) the final remaining Options held by each option holder shall vest upon the Board of the Company determining (in its discretion that) the share price of the Company has traded at a premium of 100 per cent. to the Fundraise Price (being £0.10 (10p)) for a minimum of five consecutive trading days (each a Vesting Condition and together the Vesting Conditions). Upon the achievement of a Vesting Condition, the option holder shall be able to exercise the vested options by no later than the fifth anniversary of the relevant vesting date.
5.5 The option awards described in the Table at paragraph 5.3 (above) were granted pursuant to individual option deeds of grant and such deeds are briefly summarised at paragraph 18.11 of this Part.

6. Dilution of Ordinary Share Capital

6.1 As a result of Admission, the holders of Existing Shares will experience a 61.8 per cent. dilution as a result of the issue of 112,710,000 New Shares (that is, their proportionate interest in the Company will decrease by 61.8 per cent.). The New Shares will together represent 61.8 per cent. of the Enlarged Ordinary Share Capital on Admission.
6.2 Following Admission, the holders of Existing Shares could experience further dilution of 41.2 per cent. (in aggregate) as a result of the issue and allotment of the Performance Shares assuming that there are no changes to the Enlarged Ordinary Share Capital.
6.3 Following Admission, the holders of Existing Shares could experience further dilution of 29.2 per cent. (in aggregate) as a result of the full exercise of all Warrants and Options in issue on Admission assuming that there are no changes to the Enlarged Ordinary Share Capital.
6.4 The holders of Existing Share could experience a total dilution of 75.4 per cent. (in aggregate) as a result of the issue of the Performance Shares and the full exercise of the Options and Warrants assuming that there are no changes to the Enlarged Ordinary Share Capital.

7. Authorities Relating to the Ordinary Shares

7.1 Subject to approval of the Resolutions to be tabled at the General Meeting to be held at 10.30 a.m. on 5 January 2022 in accordance with the Resolutions set out in the notice to the meeting set out at the Appendix to this Document, Directors of the Company shall have the authority to issue and allot the New Shares and (subject to the satisfaction of the Performance Condition) the Performance Shares and to grant the Management Options, the Orana Warrants and the RTO Broker Warrants. Further details of the Resolutions and the action required to be taken by Shareholders is set out at paragraphs 13 and 14 of Part I of this Document.
7.2 Following Re-Admission and subject to the approval of the Resolutions, the Directors of the Company shall be authorised to allot shares and to grant rights over securities of the Company on a non-pre-emptive basis up an amount representing 20 per cent. of the aggregate value of the Ordinary Shares in issue as at the close of the first business day in following Re-Admission generally for such purposes as the Directors may think fit. The authority under this resolution shall expire on the later of the date falling 18 months after the date of the passing of the resolution and the conclusion of the next Annual General Meeting of the Company.

8. Summary of the Articles

8.1 Memorandum of Association

In accordance with section 31 of the Act and the Articles, the objects of the Company are unrestricted. The Memorandum and the Articles are available for inspection at the address specified in paragraph 2.9 of this Part.

8.2 Articles of Association

The Articles contain (amongst others) provisions to the following effect:

Share Rights

(a) Subject to the Act, the Company can issue new shares with such rights or restrictions attached to them pursuant to the Articles. The rights attached to any shares as a class cannot be varied without the consent of the holders of that class of shares. These rights or restrictions can be decided either by an ordinary resolution passed by the Shareholders or by the Directors as long as the Company can issue shares which can be redeemed. This can include shares which can be redeemed if the holders want to do so, as well as shares which the Company can insist on redeeming. The Directors can decide on the terms and conditions and the manner of redemption of any redeemable share.

Variation of Class Rights

(b) Subject to the Act, if the rights attached to any class of shares are divided into a different class of shares, all or any rights or privileges attached to that class of shares can be changed if (i) provided by such rights or (ii) this is approved either in writing by Shareholders holding at least three quarters in nominal value of the issued shares of that class by amount or by a special resolution passed at a separate meeting of the holders of the relevant class of shares but not otherwise.

Right to Share Certificates

(c) Pursuant to the Articles, when a Shareholder is first registered as the holder of any class of certificated shares, he is entitled (unless he is a recognised person and therefore the not required by law), free of charge, to one certificate for all of the Ordinary Shares of that class which he holds. If a Shareholder holds shares of more than one class, he is entitled to a separate share certificate for each class. If a Shareholder receives more shares of any class, he is entitled, without charge, to a certificate for the extra shares. If a Shareholder transfers some of the shares represented by a share certificate, he is entitled, free of charge, to a new certificate for the balance to the extent the balance is to be held. Where a share is held jointly, the Company does not have to issue more than one certificate for that share. When the Company delivers a share certificate to one joint Shareholder, this is treated as delivery to all of the joint Shareholders. Every certificate shall state the number, class and distinguishing numbers (if any) of these shares and the amount paid up in respect of those shares.
(d) Unless otherwise determined by the Directors and permitted by the CREST Regulations no Shareholder shall be entitled to receive a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise than by a written instrument by virtue of the CREST Regulations.

Transfer

(e) A transfer of shares must be made in writing and either in the usual standard form or in any other form approved by the Directors. The person making a transfer will continue to be treated as a Shareholder until the name of the person to whom the share is being transferred is put on the register for that share.
(f) All transfers of uncertificated shares shall be made in accordance with and be subject to the CREST Regulations and the facilities and requirements of the CREST System and subject thereto in accordance with any arrangements made by the Board.
(g) The Board may in its absolute discretion refuse to register a transfer of shares held unless:
(a) it is in respect of a fully paid share;
(b) it is in respect of a share on which the Company does not have a lien;
(c) it is lodged at the Company's registered office or such other place as the Directors have appointed;
(d) it is accompanied by the certificate for the shares to which it relates, or such other evidence as the Directors may reasonably require to show the transferor's right to make the transfer, or evidence of the right of someone other than the transferor to make the transfer on the transferor's behalf;
(e) it is in respect of only one class of share; or
(f) it is in favour of not more than four joint holders as transferees.
(h) No fee shall be chargeable by the Company for registering any instrument of transfer or other document relating to or affecting title to any share.

Disclosure of Interests in Shares

(i) In accordance with section 793 of the Act, the Company may serve notice (a "disclosure notice") on anyone who knows, or has reasonable cause to believe, is interested in its shares or has been so interested in the previous three years. If the Company does not, within 14 days of serving a disclosure notice, receive the information it has requested then the Board may serve a further notice (a "restriction notice") designating the shares the subject of the restriction notice as "restricted shares". The restrictions which may be imposed on restricted shares include preventing the Shareholder from attending and voting at general meetings, from transferring restricted shares (subject to the exceptions set out above); and from receiving dividends. Any such restrictions shall cease to apply seven days after receipt by the Company of the information requested in the disclosure notice.

General Meetings

Quorum

(j) A quorum for a general meeting is two people who are entitled to vote. They can be Shareholders who are personally present by a duly authorised corporate representative or by proxy and entitled to vote. No business shall be transacted at any general meeting unless the requisite quorum shall be present when the meeting proceeds to business. If a quorum is not present within thirty minutes of the time fixed for a general meeting to start the meeting if convened by or upon the requisition of members shall be dissolved. In any other case it shall stand adjourned to such day and to such time and place as the chairman (or in default the Board) shall appoint.
(k) The chairman of a general meeting at which a quorum is present may, with the consent of the meeting adjourn any meeting from time to time and from place to place.

Voting

(l) Subject to the Act and to any rights or restrictions attached to any shares, on a show of hands every Shareholder (who is an individual) who is present in person or every Shareholder (who is a corporation) is present by a duly authorised representative and every proxy (regardless of the number of Shareholders for whom he is proxy) has one vote and on a poll each Shareholder present in person, by proxy or by representative has one vote for every share he holds.
(m) A resolution put to the vote at any general meeting will be decided on a show of hands unless a poll is demanded when, or before, the chairman of the meeting declares the result of the show of hands. A poll can be demanded by:
(a) the chairman of the meeting;
(b) at least five persons at the meeting who are entitled to vote;
(c) one or more Shareholders at the meeting who are entitled to vote (or their proxies) and who have between them at least one-tenth of the total voting rights of all Shareholders who have the right to vote at the meeting; or
(d) one or more Shareholders at the meeting who have shares which allow them to vote at the meeting (or their proxies) holding shares in the Company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid equal to not less than one tenth of the total sum paid up on all the shares conferring that right.

Directors

Directors' meetings

(n) Notice of meetings of the Directors is treated as properly given if it is given personally, by word of mouth or in writing to the Director's last known address or any other address given by him to the Company for this purpose or by electronic communication.
(o) If no other quorum is fixed by the Directors, two Directors are a quorum.
(p) Matters to be decided at a Directors' meeting will be decided by a majority vote. If votes are equal, the chairman of the meeting has a second, casting vote.

Appointment

(q) The Company must have a minimum of two Directors (unless otherwise determined by an ordinary resolution).

Retirement

(r) At every annual general meeting any Director who has been appointed by the Directors since the last annual general meeting; or any Director who held office at the time of the two preceding annual general meetings and who did not retire at either of them shall retire. If the Company does not fill the vacancy at the meeting, then the Director will be deemed to be reappointed unless it is resolved to reduce the number of Directors pursuant to the Articles.
(s) Any Director automatically stops being a Director if:
(a) he ceases to be a director by virtue of any provision of the Act or is prohibited from being a director by law;
(b) a bankruptcy order is made against him or a composition is made with his creditors generally;
(c) he is suffering from mental or physical ill health rendering him incapable of acting as a Director for a period of more than three months;
(d) he has missed Directors' meetings for a continuous period of six months without permission from the Directors and the Directors pass a resolution removing the Director from office;
(e) he gives the Company notice of resignation;
(f) all of the other Directors pass a resolution requiring the Director to resign; or
(g) in the case of a Director who holds any executive officer, his appointment is terminated or expires and the Directors resolve that his office be vacated.

Alternate Directors

(t) Any Director can appoint any person approved by a resolution of the Board or another Director to act in his place (called an "alternate Director").
(u) The appointment of an alternate Director ends on the happening of any event which, if he were a Director, would cause him to vacate that office. It also ends if the alternate Director resigns his office by written notice to the Company, if his appointer stops being a Director (including in the event of death), unless that Director retires at a general meeting at which he is re-appointed or, if he is not a Director.
(v) An alternate Director is entitled to receive notices of meetings of the Directors. He is entitled to attend and vote as a Director at any meeting at which the Director appointing him is not personally present and generally at that meeting is entitled to perform all of the functions of his appointer as a Director. If he is himself a Director, or he attends any meeting as an alternate Director for more than one Director, he can vote cumulatively for himself and for each other Director he represents but he cannot be counted more than once for the purposes of the quorum.
(w) An alternate Director is entitled to be repaid expenses and to be indemnified by the Company to the same extent as if he were a Director. The alternate Director shall not be entitled to be paid remuneration by the Company, however, such remuneration may be agreed and out of the remuneration payable to the appointing Director.

Expenses

(x) The Director may be paid all travel, hotel and other expenses incurred in attending and returning from general meetings, meetings of the Directors or committees of the Directors or any other meetings which as a Director he is entitled to attend or otherwise in connection with the discharge of their duties.

Pensions and Gratuities for Directors

(y) The Directors can decide to provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any former Director of the Company who held an executive office or employment with the Company or any of its subsidiary undertakings or former subsidiary undertakings or any predecessor in business of the Company, or any relation or dependent of such a person.

Directors' Interests

(z) A Director who is in any way, directly or indirectly, interested in a proposed or existing transaction or arrangement with the Company must declare, either in writing or at a meeting of the Directors, the nature and extent of his interest to the other Directors in accordance with the Act. An interest of a person who is connected with a Director shall be treated as an interest of the Director.
(aa) Subject to certain exceptions, the relevant Director and any other Director with a similar interest will not count in the quorum and will not vote on any resolution concerning a matter in which he has, directly or indirectly, an interest which is material.
(bb) If a question comes up at a meeting of the Directors about whether a Director (other than the chairman of the meeting) can vote or be counted in the quorum and the Director does not agree to abstain from voting on the issue or not to be counted in the quorum, the question must be referred to the chairman of the meeting. The chairman of the meeting's ruling about any other Director is final and conclusive unless the nature or extent of the Director's interest (so far as it is known to him) has not been fairly disclosed to the Directors in which case the question shall be decided by a resolution of the majority of the directors. If the question comes up about the chairman of the meeting, the chairman must withdraw from the meeting and the Directors will elect a vice chairman to consider the question instead of the chairman.

Borrowing Powers

(cc) There is no limit on the amount that the Company can borrow. Borrowing by the Company is at the discretion and determination of the Board.

Dividends and Distributions to Shareholders

(dd) Subject to the Act, the Company can declare dividends in accordance with the rights of the Shareholders by passing an ordinary resolution. No such dividend can exceed the amount recommended by the Directors.
(ee) If the Directors consider that the financial position of the Company justifies such payments and subject to the Act, they can pay the fixed or other dividends on any class of shares on the dates prescribed for the payment of those dividends; and pay interim dividends on shares of any class of any amounts and on any dates and for any periods which they decide.
(ff) If the Directors act in good faith, they will not be liable for any loss that any Shareholders may suffer because a lawful dividend has been paid on other shares which rank equally with or behind their shares.
(gg) All dividends will be declared and paid in proportions based on the amounts paid up on the shares during any period for which the dividend is paid. Sums which have been paid up in advance of calls will not count as paid up for this purpose. If the terms of any share say that it will be entitled to a dividend as if it were a fully paid up, or partly paid up, share from a particular date (in the past or future), it will be entitled to a dividend on this basis.
(hh) If a Shareholder owes the Company any money for calls on shares or money in any other way relating to his shares, the Directors can deduct any of this money from any dividend or other money payable to the Shareholder on or in respect of any share held by him. Money deducted in this way can be used to pay amounts owed to the Company.
(ii) Unless the rights attached to any shares, or the terms of any shares, say otherwise, no dividend or other sum payable by the Company on or in respect of its shares carries a right to interest from the Company.
(jj) Where any dividends or other amounts payable on a share have not been claimed, the Directors can invest them or use them in any other way for the Company's benefit until they are claimed. The Company will not be a trustee of the money and will not be liable to pay interest on it. If a dividend or other money has not been claimed for 12 years after being declared or becoming due for payment, it will be forfeited and go back to the Company unless the Directors decide otherwise.

Scrip Dividends

(kk) The Directors can offer Shareholders the right to choose to receive extra shares, which are credited as fully paid up, instead of some or all of their cash dividend. Before they can do this, Shareholders must have passed an ordinary resolution authorising the Directors to make this offer.

Distributions on a Winding Up

(ll) If the Company is wound up, a liquidator may, with the approval of a special resolution and any other sanction required by applicable law, divide among the members the whole or any part of the assets of the Company for distribution in kind. For that purpose, the liquidator may value any assets and determine how the division shall be carried out.

Indemnity

(mm) Subject to the restrictions of the Act, the Company can indemnify any Director or officer or former Director or former officer of the Company or of any associated company against any liability; and can purchase and maintain insurance against any liability for any Director or former Director of the Company or of any associated company.

9. Directors', Proposed Directors' and Key Management Details

9.1 The respective function of each Director of the Company and each Proposed Director (subject to and conditional upon Admission) are or will be as follows. It is noted that Mr. Charles Wood will resign as a Director of the Company subject to Admission.

Director Name	Position/Function	Business Address
Charles Wood	Non-executive Director	Registered Office Address
Anthony Eastman	Non-executive Director	Registered Office Address
Sandy Barblett	Non-executive Director	Registered Office Address
Alex Walker	Chief Executive Officer	Registered Office Address
David Minchin	Non-executive Director	Registered Office Address

9.2 In addition to their directorships of the Company, the Directors, Proposed Directors and Key Management are, or have been, members of the administrative, management or supervisory bodies ("Directorships") or partners of the following companies or partnerships, at any time in the five years prior to the date of this Document.

Director/Key Management Name	Current directorships/partnerships	Previous directorships/partnerships
Charles Wood	ETI Ventures Plc	Attis Oil & Gas (UK) Limited
	Medcaw Technologies Limited	Brandshield Systems Plc
	Longview Energy Limited	Truspine Technologies Plc
	Orana Corporate LLP Ainslie Capital Limited	Truspine Technologies International Limited
	Basin Energy One Plc Leintwardine Pty Ltd	Payapps.com (UK) Ltd Euro SI Ltd
	Hyperion Development Corporation Tasmanian Tiger Ltd	Suboceanic Group Limited Suboceanic Limited
		Helium Ventures Plc
		Thrivanta Investments Plc
		Helium One (UK) Limited
		Metals One Plc
Anthony	Windyhollows Limited	Kore Genetics Limited
Eastman	Extrax Limited	Anubis Pharma Limited
	Critical Metals Plc Orana Corporate LLP	Mute International Limited Caracal Gold Plc (previously named,
	Graft Polymer (UK) Limited	Papillon Holdings Plc)
	Graft Polymer IP Limited	Thrivanta Investments Plc
	Vaxeal Immunotherapy Ltd	Beyond Diamonds Limited
	MGC Pharma (UK) Ltd	(previously named Kore Genetics
	Tournesol Consulting Ltd	Limited)
	NTSU Gems UK Limited
Sandy Barblett	Ironbridge Capital Partners LLP	Brandshield Systems Plc
	Envirostream (UK) Limited Arwon Capital (UK) Limited	Scirocco Energy Plc Blenheim Natural Resources Limited
	TECC Capital plc	Rogue Baron Plc
	Sandonjo Capital Plc	Opus Media Services Ltd
	IAMFIRE Plc	Bioworks Plc
	Rottnest Foundation London Chapter Limited
Alex Walker	ScandiVanadium Sweden AB	ScandiVanadium Ltd (UK)
	Heavy Minerals Ltd	Walk On Fitness Ltd
	Discovery Ventures Kazakhstan Ltd
	ASK Green Energy Ltd
David Minchin	Helium One Global Ltd Scandivanadium Australia Pty	ScandiVanadium Ltd Pty (Australia)
	Ltd
	ScandiVanadium Ltd (UK)
	ScandiVanadium Ltd Pty
	(Australia)
Azamat Bizhanov	Discovery Metals Group	N/a

10. Directors', Proposed Directors' and Key Management Confirmations

10.1 As at the date of this Document, none of the Directors, the Proposed Directors nor Key Management:
(a) has any convictions in relation to fraudulent offences for at least the previous five years;
(b) has been associated with any bankruptcy, receivership or liquidation while acting in the capacity of a member of the administrative, management or supervisory body or of senior manager of any company for at least the previous five years; or
(c) has been subject to any official public incrimination and/or sanction of him by any statutory or regulatory authority (including any designated professional bodies) or has ever been disqualified by a court from acting as a director of a company or from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years.
10.2 Save as disclosed in paragraph 10 ("Conflict of Interest") of "Part IV Board, Key Management, Founders and Corporate governance", the Directors do not currently have any potential conflicts of interest between their duties to the Company and their private interests or other duties that they may also have.

11. Directors', Proposed Directors' and Key Management interests

11.1 Save as disclosed in this paragraph 11.1 and 11.2, none of the Directors, Proposed Directors or Key Management (nor any Connected Person with them) has at the date of this Document, or will have on or immediately following Admission any interests (beneficial or otherwise) in the Ordinary Shares of the Company.

				Immediately following the Fundraising and Admission Percentage
	As at the date of this Document	Percentage	Number of Shares in Enlarged	of Ordinary Shares held in Enlarged
Name	Number of Existing Shares	of Existing Shares held	Ordinary Share Capital	Ordinary Share Capital held
Charles Wood(1)	400,000	0.6%	700,000	0.4%
Anthony Eastman(2)	400,000	0.6%	50,000	0.3%
Sandy Barblett	150,000	0.2%	550,000	0.3%
Alex Walker(3)	–	–	20,024,522	11.0%
David Minchin	2,000,000	2.9%	2,200,000	1.2%
Azamat Bizhanov	–	–	–	–

(1) Charles Wood has an indirect interest in the share capital of the Company through Ainslie Capital Ltd, a company in which Charles Wood is a director and his wife Sophie Wood is one of the beneficiaries.
(2) Anthony Eastman has an indirect interest in the share capital of the Company through Tournesol Consulting Ltd, a company in which Anthony Eastman and his wife are beneficial owners and directors.
(3) Alex Walker shall be entitled to received Consideration Shares as a Seller under the terms of the Acquisition Agreement and he has a holding above and below needs to include any placing Shares.
11.2 In addition to the interests described in the Table (above), the Directors, Proposed Directors and Key Management have rights to acquire additional Ordinary Shares pursuant to the grant of Options, Warrants and rights to receive shares pursuant to the Acquisition Agreement as more particularly described below:

Name	No. of Shares in Enlarged Ordinary Share Capital	No. of Options	No. of Warrants	No. of Performance Shares	Total no. of Ordinary Shares assuming full exercise of Options, Warrants and allocation of Performance Shares
Charles Wood(1)	700,000	–	400,000	–	1,100,000
Anthony Eastman(2)	500,000	–	400,000	–	900,000
Sandy Barblett	550,000	250,000	150,000	–	950,000
Alex Walker	20,024,522	8,000,000	–	31,874,203	59,898,724
David Minchin	2,200,000	1,500,000	2,000,000	–	5,700,000
Azamat Bizhanov	–	850,000	–	–	850,000

(1) Charles Wood has an indirect interest in the share capital of the Company through Ainslie Capital Ltd, a company in which Charles Wood is a director and his wife Sophie Wood is one of the beneficiaries.

(2) Anthony Eastman has an indirect interest in the share capital of the Company through Tournesol Consulting Ltd, a company in which Anthony Eastman and his wife are beneficial owners and directors.

11.3 Other than the following Directors and Proposed Directors, none of the Directors or Proposed Directors will subscribe for Ordinary Shares as part of the Fundraise:

Name of Directors	No. of Fundraise Shares Subscribed
Charles Wood	300,000
Anthony Eastman	100,000
Sandy Barblett	400,000
Alex Walker	900,000
David Minchin	200,000

11.4 Save as disclosed in paragraphs 11.1 and 11.2 above, the Directors and the Proposed Directors (and respective Connected Persons of a Director or Proposed Director) do not hold any options or warrants or other rights over any unissued Shares of the Company.
11.5 Save as disclosed in this paragraph 11.1 and 11.2 above, immediately following Admission, no Director nor any Proposed Director will have any interest, whether beneficial or non-beneficial, in the share or loan capital of the Company.
11.6 The Company will not be granting any options or warrants prior to or on Admission in addition to the Warrants and Options disclosed in this Document.

12. Substantial Shareholders

12.1 Save for the Directors, the Proposed Directors and their Connected Persons (within the meaning of section 252 of the Act), at the date of this Document and immediately following the Fundraise, so far as the Directors and the Proposed Directors are aware, no person is directly or indirectly interested in more than three per cent. of the issued Shares other than as set out below:

Name of Shareholder	Number of Ordinary Shares as at date of this Document	% of Existing Ordinary Share Capital	Number of Ordinary Shares as at Admission	% of the Enlarged Ordinary Share Capital
Reedbuck Nominees Pty Ltd1	–	–	9,762,261	5.4
Rainer Heinz Ellmies	–	–	9,762,261	5.4
Ilwella Pty Ltd2	–	–	20,100,956	11.0
TS Capital Limited3	11,739,317	16.9	18,339,317	10.1
Offelbar Pty Ltd4	10,339,357	14.9	10,339,357	5.7
InterTrader Limited5	5,720,400	8.2	5,720,400	3.1
Sebastian Marr6	5,606,071	8.1	6,606,071	3.6
Monecor (London) Ltd7	5,573,073	8.0	7,173,073	3.9
First Equity Limited8	3,183,544	4.6	3,583,544	2.0
Hobart Capital Markets LLP9	2,337,915	3.4	4,337,915	2.4
Redmayne Bentley	198,971	0.3	5,498,971	3.0

1 Reedbuck Nominees Pty Ltd is the trustee for the Eilistraee No. 2 Trust, of which Mr. Melvin Yeo is sole director and a beneficiary.
2 Ilwella Pty Limited is a company registered in Western Australia owned by and run for the benefit of Brian and Peggy Flannery.
3 TS Capital Limited is a brokerage firm holding shares on behalf of several disparate investors.
4 Quentin Flannery and Kim Flannery hold their interest indirectly through Offelbar Pty Ltd, of which they are the beneficial owners.
5 John Story is the beneficial owner of InterTrader Limited.
6 Sebastian Marr has a direct interest in 4,106,071 Ordinary Shares and he holds an indirect interest in 1,500,000 Ordinary Shares registered in the name of Challenge Holdings Ltd of which he is the beneficial owner.
7 Monecor (London) Limited is a financial spread betting company and holds its shares on behalf of several disparate investors.
8 Richard Edwards is the beneficial owner of First Equity Limited.
9 Hobart Markets LLP is a brokerage firm and therefore holds investments on behalf of several disparate investors.
12.2 Save as set out in paragraph 12.1 above, to the extent known to the issuer, none of the substantial shareholders named above intend to subscribe for Ordinary Shares pursuant to the Fundraise and no person intends to subscribe for more than five per cent. of the Fundraising Shares.
12.3 Those interested, directly or indirectly, in three per cent. or more of the issued Ordinary Shares of the Company do not now, and, following the Fundraising and Admission, will not have different voting rights from other holders of Ordinary Shares.
12.4 Immediately following Admission, as a result of the Fundraising, the Directors and Proposed Directors expect that a number of persons will have an interest, directly or indirectly, in at least three per cent. of the voting rights attached to the Company's issued Ordinary Shares. Such persons will be required to notify such interests to the Company in accordance with the provisions of Chapter 5 of the Disclosure Guidance and Transparency Rules, and such interests will be notified by the Company to the public.
12.5 As at the Last Practicable Date, the Company is not aware of any person or persons who, directly or indirectly, jointly or severally, exercise or could exercise control over the Company nor is it aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company.

13. Directors', Proposed Directors' and Key Management Terms of Appointment

Subject to Admission, Mr. Charles Wood will stand down as a Director of the Company and Mr. David Minchin and Mr. Alex Walker will be appointed as a Directors of the Company. Mr. Charles Wood has signed a resignation letter in respect of the conditional termination of his appointment.

No Director has any interest in any transactions which are or were unusual in their nature or conditions or which are or were significant to the business of the Company and which were effected by any member of the Company in the current or immediately preceding financial year or which were effected during an earlier financial year and which remain in any respect outstanding or unperformed.

13.1 Directors on Admission

13.1.1Alexander Walker

Company Letter of Appointment

Mr. Alexander Walker entered into a letter of appointment with the Company on 29 November 2021 in respect of his role as a chief executive officer of the Company, which will take effect from Re-Admission. Mr. Walker shall be entitled to receive a salary of £1,000 per calendar month, and this remuneration shall be in respect of the performance of his duties as a Director and including, for the avoidance of doubt, his position on other committees established by the main Board from time to time. His appointment shall (unless terminated for cause) continue, unless and until terminated by either party giving six (6) months' prior notice to the other in writing. Mr. Walker's agreement contains standard noncompete, non-solicitation and non-conflict restrictions commensurate with his position. Under the terms of his agreement, Mr. Walker shall be entitled to participate in any option award or share incentive arrangement schemes as may be adopted and operated by the Enlarged Group from time to time.

DVK Employment Contract

Alexander Casey Walker and DVK entered into an employment contract on 28 October 2021 under which he is appointed director of DVK. Alexander Casey Walker's employment term commenced on 15 August 2021 and will continue until terminated by either party serving a notice on the other party as detailed below.

The basic annual salary payable to Alexander Casey Walker is USD165,000 per annum. The employment contract contains certain confidentiality and non-disclosure provisions.

Under the terms of the Agreement, Mr. Walker will be entitled to a bonus of up USD40,000 within any 12 month period based upon the achievement of KPIs determined by the main Board.

The employment contract may be terminated by either party (i) by giving the other party 180 days' notice (ii) upon mutual agreement (iii) upon violation of a term of this contract (iv) where Mr. Walker takes an aggregate of 20 days of sick leave in any 12-month period, or (v) if either party terminates for cause. The employment contract contains provisions for immediate termination in certain circumstances including (i) for the occurrence of the breach of certain laws or certain material provisions of the employment contract itself (ii) for the commitment of a repudiatory breach of one of the terms of the contract by Mr. Walker, or for another reason prescribed by the contract or certain laws.

The agreement includes living allowance and contribution to accommodation in Kazakhstan determined by the board of DVK.

The agreement is governed by the laws of AIFC.

13.1.2Non-Executive Directors

Anthony Eastman and Sandy Barblett

Mr. Eastman's and Mr. Barblett's (the "Continuing Directors") appointments took effect on 26 January 2021. On 9 April 2021, the directors entered into appointment letters to govern their appointments as non-executive directors of the Company and that such terms will come into effect on IPO Admission.

On 29 November 2021, the Continuing Directors entered into appointment letters which would supersede and replace their existing appointment letters with effect from Admission. The new appointment letters are based upon substantially the same terms as the existing appointment letters.

They shall be entitled to receive a fee of £3,000 per calendar month. Such fee will cover all appointments such director may have with the Company, including, any position on committees of the main Board as required from time to time.

Their respective appointments will continue for an initial term of 12 months from Re-Admission until they are terminated by them or the Company on three months' prior written notice. The Directors are not required to retire and seek re-election by the shareholders at the first annual general meeting of the Company but they are required to do so at any subsequent annual general meeting of the Company. The Directors agreed to provide services on a part-time basis to the Company, committing such time as reasonably required. The Directors are not entitled to any other benefits other than the reimbursement of their reasonable expenses. Their letters of appointment are governed by English law.

David Minchin

On 29 November 2021, Mr. Minchin, a Proposed Director, entered into an appointment letter to govern his appointment as a non-executive director of the Company and such terms will come into effect as from Re-Admission.

Mr. Minchin shall be entitled to receive a fee of £3,000 per calendar month. Such fee will cover all duties such director may have to carry out for the benefit of the Company except chairing committees and certain additional responsibilities including assuming the role of senior independent director.

The term of the appointment shall be for an initial term of 12 months commencing on Re-Admission and shall continue unless terminated earlier by either party giving to the other three months' prior written notice. Mr. Minchin is not required to retire and seek re-election by the shareholders at the first annual general meeting of the Company but he is required to do so at any subsequent annual general meeting of the Company. Mr. Minchin is required to devote such time as reasonably required. The Director is not entitled to any benefits other than the reimbursement of his reasonable expenses.

The letter of appointment is governed by English Law.

13.1.3Key Management

Azamat Bizhanov and DVK entered into an employment contract on 21 February 2021 under which he is appointed consultant of DVK. Azamat Bizhanov's employment commenced on 21 February 2021 and the employment term will be for a period of one year which can be extended by the parties.

The basic salary payable to Azamat Bizhanov is 10,500 tenge per hour. The employment contract contains certain confidentiality and non-disclosure provisions.

The employment contract may be terminated by either party giving at least one month's prior written notice to the other party.

The agreement is governed by the laws of Kazakhstan.

14. Takeover Regulation

14.1 Mandatory bid

The Company is subject to the City Code. Under Rule 9 of the City Code, any person who acquires an interest in shares which, taken together with shares in which he or persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights in the Company will normally be required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, when any person or persons acting in concert is interested in shares which in aggregate carry 30 per cent. of the voting rights of the Company but which do not carry more than 50 per cent. of the voting rights in the Company, a general offer will normally be required to be made if he or any person acting in concert with him acquires an interest in any other shares in the Company. An offer under Rule 9 must be in cash, normally at the highest price paid within the preceding 12 months for any interest in shares of the same class acquired in the Company by the person required to make the offer or any person acting in concert with him.

14.2 Squeeze-out

Under the Act, if an offeror were to make an offer to acquire all of the shares in the Company not already owned by it and were to acquire 90 per cent. of the shares to which such offer related it could then compulsorily acquire the remaining 10 per cent. The offeror would do so by sending a notice to outstanding members telling them that it will compulsorily acquire their shares and then, six weeks later, it would deliver a transfer of the outstanding shares in its favour to the Company which would execute the transfers on behalf of the relevant members, and pay the consideration to the Company which would hold the consideration on trust for outstanding members. The consideration offered to the members whose shares are compulsorily acquired under this procedure must, in general, be the same as the consideration that was available under the original offer unless a member can show that the offer value is unfair.

14.3 Sell-out

The Act also gives minority members a right to be bought out in certain circumstances by an offeror who has made a takeover offer. If a takeover offer related to all the shares in the Company and, at any time before the end of the period within which the Offers could be accepted, the offeror held or had agreed to acquire not less than 90 per cent. of the shares, any holder of shares to which the offer related who had not accepted the offer could by a written communication to the offeror require it to acquire those shares. The offeror would be required to give any member notice of his/her right to be bought out within one month of that right arising. The offeror may impose a time limit on the rights of minority members to be bought out, but that period cannot end less than three months after the end of the acceptance period or, if later, three months from the date on which notice is served on members notifying them of their sell-out rights. If a member exercises his/her rights, the offerors entitled and bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.

15. Working capital

The Company is of the opinion that the working capital available to the Enlarged Group, taking into account the Net Proceeds, is sufficient for its present requirements, that is, for at least the next 12 months following the date of this Document.

16. Significant change

Company

16.1 On the date of entering into the binding term sheet, the Company had subscribed for four individual convertible loan notes each with a face value of USD175,000 and an aggregate face value of USD700,000. As at the date of this Document, the Company has paid USD700,000 to DVK in respect of the subscription for convertible loan notes in connection with draw down notices received from DVK ("CLN Subscription Funds").
16.2 Other than the matters referred to in paragraph 16.1 (above), there has been no significant change in the financial performance or financial position of the Company since 31 May 2021, being the date of the end of the last period for which financial information has been published up to the date of this Document or included within this Document.

DVK Group

16.3 On the date of entering into the binding term sheet, DVK issued four individual convertible loan notes each with a face value of USD175,000 and an aggregate face value of USD700,000 to the Company, as outlined in paragraph 16.1 (above).
16.4 Other than the matters referred to in paragraph 16.3 (above), there has been no significant change in the financial performance or financial position of the DVK Group since 31 May 2021, being the date of the end of the last financial period for which financial information has been published up to the date of this Document, or included within this Document.

17. Litigation

There are no, nor have there been any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the 12 months preceding the date of this Document, which may have, or have had in the recent past, a significant effect on the Company's and or the Enlarged Group's financial position or profitability.

18. Material contracts

The following material contracts are those contracts which have been entered into by the Company: (a) in the two years immediately preceding the date of this Document (other than in the ordinary course of business); and (b) which contain any provisions under which the Company has an obligation or entitlement which are, or may be, material to the Company as at the date of this Document.

18.1 Acquisition Agreement

On 26 October 2021, the Company entered into a share purchase agreement together with each of the Sellers.

Completion of the Acquisition was made subject to and conditional upon the satisfaction of the following conditions (such conditions are required to be satisfied by no later than a long stop date of 31 March 2022), including inter alia (the Conditions):

the Company having obtained all relevant consents, approvals and authorisations (if any) that are required to ensure that the transactions contemplated by this Agreement will not result in either the revocation, termination or modification of any of the Licences;
the execution by each Seller of the lock-in and orderly market agreement, as more particularly described at paragraph 18.12 of this Part;
notice being given under the Ilwella Convertible Loan Note of the Vend Transaction (as described in paragraph 18.2 below);
the Placing Agreement having been entered into and having become unconditional in accordance with its terms (except any condition relation to Admission or to this Agreement becoming unconditional) and not having lapsed or been terminated in accordance with its terms;
the passing of the Resolutions;
the Company having obtained a waiver of the obligations under Rule 9 of the City Code in respect of the Concert Party as contemplated by the Resolutions;
the Sellers having complied with all pre-completion undertakings;
Admission; and
the Acquisition Agreement having not been terminated.

The Sellers are entitled to receive a total of 45,000,000 Consideration Shares in consideration for the acquisition by the Company of their shares in DVK. Subject to the satisfaction of the Performance Condition, the Sellers will be entitled to the issue and allotment of 75,000,000 Performance Shares in aggregate. The Performance Condition for the purpose of the Acquisition Agreement is the confirmation of a mineral resource arising from one of the Licences of one million ounces of gold equivalent at an average grade of at least 2 grammes per tonne of gold equivalent as defined by an independent professional firm appointed by the Company to either JORC Code or NI 43-101 classification standards. The satisfaction of the Performance Condition will be determined by the Board and the decision of the Board will be binding upon the Sellers. The Performance Shares will be treated as being issued fully paid at the Fundraise Price.

The Sellers have provided customary undertakings to the Company to procure that the business of DVK is carried on in the ordinary and usual course.

Under the terms of the Acquisition Agreement, the Sellers have agreed to provide title and customary warranties in relation to DVK on a several basis. The warranties were provided on the date of execution of the agreement and will be repeated on completion of the Acquisition.

The Company may at any time prior to or on completion, rescind the Acquisition Agreement in circumstances where the Sellers are in material breach of any of the warranties relevant to them or any other term of the Acquisition Agreement, which is likely to have, a material adverse effect on the business of DVK or its subsidiaries.

The Acquisition Agreement is governed by the laws of England and Wales, and the parties have irrevocably submitted to the exclusive jurisdiction of the courts of England and Wales in relation to any actions or proceedings arising from the Acquisition Agreement.

18.2 Ilwella Convertible Loan Note

On 14 January 2021, DVK entered into a convertible loan note instrument pursuant to which Ilwella Pty Ltd had agreed to subscribe for unsecured convertible loan notes in DVK in the amount of USD 314,000.

Under the terms of the convertible loan note instrument, the redemption value of the Convertible Loan Notes is USD 361,100 (the "Redemption Value"). Pursuant to the instrument, each loan note can be converted to Ordinary Shares of the Company upon the acquisition of DVK or in respect of a listing of DVK (which would include Admission) ("Vend Transaction").

The Acquisition and Admission will qualify as a Vend Transaction under the convertible loan note instrument. Pursuant to an agreement dated 24 November 2021 between Ilwella, DVK and the Company, it was agreed that the issue and allotment of 5,350,000 Ordinary Shares ("Ilwella Loan Shares") on Admission will be treated as good and valid discharge at the Redemption Value.

On Admission and in accordance with the terms of the Acquisition Agreement, the Company will issue the Ilwella Loan Shares in full satisfaction of the Redemption Value, such shares being issued as fully paid shares ranking pari passu with the Existing Shares.

18.3 Joint Venture Agreement

The Company and TSK, as the national mining company, entered into the joint venture agreement on 7 October 2021. The purpose of the joint venture agreement is to regulate the relationship between the parties in connection with the exploration, development and operation of the Licences.

The parties have agreed that they will establish either one or several subsidiaries for the purpose of holdings the Licences under the AIFC Law. The SPV established under the agreement will reflect an agreed ownership structure, being, DVK holding an interest of 80 per cent. and the TKS holding an interest of 20 per cent. Prior to the transfer of any Licence to an SPV, TKS remains responsible for ensuring that the Licences remain in good standing and (if applicable) any restoration bonds securing the subsoil users obligation to restore the consequence of subsoil use operations in accordance with the Subsoil Code. The obligation to ensure the good standing of the Licences will pass to the SPVs following their establishment.

DVK is required to fund the initial proportion of the joint venture expenditure, being USD 6.8 million for the existing Licences. DVK is required to give TKS three months' notice prior to the completion of its funding obligation. It is assumed that unless an Exit Notice is served by TKS, the parties will become jointly responsible for funding an SPV in proportion with their shareholders after DVK has satisfied the initial funding obligation of USD 6.8 million. For the avoidance of doubt, TKS is not responsible for any funding to the SPV until the initial funding obligation of DVK has ceased. Such funding will be satisfied by the subscription for new shares in the SPV.

TKS has the right to serve an Exit Notice (at the stage described above) to confirm to DVK that it does not wish to continue with the joint venture and in such circumstances, DVK will procure the transfer of its interest in the SPV to DVK at a nominal value.

The Agreement is governed by the laws of the AIFC, being part of the Republic of Kazakhstan.

18.4 Operatorship Agreement

On 3 November 2020, DVK entered into an operatorship agreement with National Mining Company, TKS, for the purpose of defining the rights and obligations between the parties for the purposes of carrying out and funding the exploration of the Licences. Under the Operatorship Agreement, DVK has been appointed as the operator pursuant to the Subsoil Use Code.

The operatorship agreement commenced on 3 November 2020 and the agreement will terminate when each Licence has (i) been in existence for one year and subsequently transferred to a joint venture company nominated by DVK following a written request or (ii) been surrendered.

The duties of DVK under the agreement are to develop exploration programmes for each Licence, to conduct exploration activities and studies, to meet licences issue costs and other regulatory or statutory costs and to employ personnel required to undertake relevant activities. DVK as the operator is responsible for, inter alia, (i) representing TKS in subsoil use operations; (ii) ensuring all works have received government approvals; (iii) maintaining, operating and protecting property used for subsoil use operations; and (iv) undertaking and managing activities under the Licences and applicable legislation in Kazakhstan.

This Agreement is governed by the laws of the Republic of Kazakhstan.

Documents relating to Admission

18.5 Placing Agreement

On 13 December 2021, the Company, the Directors, the Proposed Directors and Peterhouse entered into the Placing Agreement, such agreement is intended to govern the terms and conditions of the Placing being conducted by Peterhouse, as sole broker to the Company.

The Placing Agreement is conditional upon, inter alia, (i) the Acquisition becoming unconditional (ii) the Resolutions being approved at a general meeting of the Company; and (iii) Admission taking place on or before 8.00 a.m. on 10 January 2022 or such later date as agreed between the Company and Peterhouse provided that such date will not be any later than, 31 January 2022 in circumstances where the conditions are not satisfied (or waived), the agreement will automatically terminate.

Peterhouse may terminate the Placing Agreement in certain specific circumstances prior to Admission, principally in the event of a material breach of the Placing Agreement or any of the warranties contained in it or any failure by the Directors, Proposed Directors or the Company to comply with their obligations which is, or will be, in the opinion of Peterhouse, materially prejudicial in the context of the Placing.

The Directors and the Company jointly and severally provided certain warranties in respect of the Company of a customary nature, and the Company, Directors (excluding Mr Charles Wood) and the Proposed Directors have provided certain warranties in relation to DVK on a joint and several basis. The Company, the Director and Proposed Director have provided various customary warranties in connection with the Fundraise. The Company has agreed to provide a standard form indemnity to Peterhouse in connection with the Fundraise.

The Placing Agreement is governed by the laws of England and Wales.

Shareholders who participate in the Placing are presumed not to be Independent Shareholders for the purposes of the Waiver Resolution and are not eligible to vote on the Waiver Resolution.]

18.6 Peterhouse Engagement Letters

Rule 3 Adviser Engagement Letter

On 7 October 2021, the Company entered into an engagement letter pursuant to which Peterhouse was appointed to advise the Company in connection with a review of Rule 9 of the Takeover Code in relation to the proposed transaction and making appropriate submissions to the Takeover Panel. In connection with these services, Peterhouse shall receive the payment of a fee in the amount of £30,000 (plus VAT).

Placing Agent and Broker Engagement Letter

The Company has appointed Peterhouse as its broker and placing agent in connection with Admission by way of an engagement letter dated 12 October 2021. Under the terms of the engagement letter the Company has agreed to pay to Peterhouse the following fees and commissions for acting as Placing Agent and Broker in connection with Re-Admission:

(a) a commission at a rate of five per cent. of the gross amount of all funds raised by Peterhouse (such sums being payable in cash)
(b) a commission of one per cent. of the gross funds raised by the Company or any third-party pursuant to any fundraise undertaken by the Company, and where Peterhouse is asked to administer and/or manage the receipt of such gross funds (such sums being payable in cash)
(c) warrants will be issued to Peterhouse or its nominee to subscribe for new Ordinary Shares equating to five per cent. of the number of Ordinary Shares subscribed for by Peterhouse's Placees and which are exercisable at the Fundraise Price and exercisable for a term of three years. Further details of the warrants are described in paragraph 18.7 of this Part, below ("RTO Broker Warrants").

Peterhouse will charge to the Company an annual retainer of £25,000 plus VAT ("Retainer") and, of which, £15,000 plus VAT shall be satisfied by the issue of Fee Shares on Admission.

The Company has also agreed to pay further commissions of five per cent. of funds raised by Peterhouse pursuant to any fundraising undertaken by the Company. The Company shall pay Peterhouse commission of one per cent. of the gross funds raised by the Company or any third party pursuant to any fundraising undertaken by the Company and where Peterhouse is asked to administer or manage the receipt of such gross funds. The Company will also issue Peterhouse or its nominees, warrants to subscribe for new Ordinary Shares equating to five per cent. of the number of shares issued to Peterhouse's placees, exercisable at the price equal to the fundraising price and valid for three years from the date of issue.

The Company has agreed to provide certain warranties and indemnities in favour of Peterhouse, which are customary for the role being performed by Peterhouse as broker and placing agent to the Company.

The term of the agreement will be for a period of 12 months commencing on the payment of the retainer fee. Following the initial term, either party may terminate by giving the other party 12 months' written notice.

The agreement is governed by the laws of England and Wales.

18.7 Engagement Letters with Orana

Project Management Engagement Letter

The Company has appointed Orana as project manager in connection with Admission by way of an engagement letter dated 30 July 2021.

The Company has paid Orana a total of £35,000 on signing of the engagement letter and submission of this Document to the FCA and shall pay £30,000 on Admission. In addition, the Company shall pay an additional fee of £10,000 to Orana on Admission in connection with work relating to the Waiver.

The Company has also agreed to issue to Orana warrants to subscribe for new ordinary shares equating to three per cent. of the Company's issued share capital on Admission, exercisable at the Fundraise Price and will be exercisable for a period of five years from the date of Admission. Further details of the warrants are described in paragraph 18.9 of this Part, below.

Fundraising Appointment Letter

On 25 November 2021, the Company entered into an engagement letter with Orana pursuant to which it was engaged to assist the Company with the introduction of funding in connection with Re-Admission. The engagement letter shall terminate upon the completion of Re-Admission. In consideration for the services provided by Orana in connection with Re-Admission, it will be entitled to receive: (a) a fee representing four per cent. of funds introduced by Orana; and (b) warrants over five per cent. of the total number of shares issued as part of the funds raised by Orana and such warrants will be valid for a period of three years and such warrants will be capable of being exercised at the Fundraise Price.

18.8 Broker Warrants

RTO Warrant Deed

The Company and Peterhouse entered into a warrant deed dated 13 December 2021, pursuant to which the Company had granted to Peterhouse the RTO Broker Warrants. The RTO Warrants represent five per cent. of the number of Ordinary Shares subscribed for by Placees introduced by Peterhouse in connection with the Fundraise. The Warrants are capable of being exercised at the Fundraise Price for a term of three year from the date of Re-Admission. The warrant deed includes a provision for an adjustment in certain customary circumstances, for example, a reorganisation of the share capital structure of the Company. The warrant deed contains customary protection for the warrant holders, including, inter alia, in the event of a reduction of capital, scheme of arrangement or public takeover. The warrants are capable of assignment with the consent of the Company (such consent not to unreasonably withheld or delayed). The agreement is governed by English law.

IPO Warrant Deed

The Company created a warrant instrument dated 23 April 2021, pursuant to which the Company issued the Broker Warrants, representing a total of 1,200,000 Ordinary Shares issued to Peterhouse pursuant to the Peterhouse Engagement Letter. The Broker Warrants are exercisable at an exercise price of £0.05 per Ordinary Share and are exercisable either in whole or in part for a period of three years from the date of Admission.

18.9 Orana Warrant Instruments

Orana are entitled to the issue of a total of 6,046,005 warrants over Ordinary Shares on Re-Admission, in accordance with the terms of the engagement letters dated 30 July 2021 and 25 November 2021, respectively.

On 13 December 2021, the Company entered into two separate warrants deed with Orana in respect of the grant of: (a) 5,467,505 warrants, representing three per cent. of the Company's issued share capital on Admission, exercisable at the Fundraise Price for a period of five years from the date of Admission; and (b) 578,500 warrants, representing five per cent. of the total number of shares issued as part of the funds raised by Orana, exercisable at the Fundraise Price for a period of three years from the date of Admission.

18.10 Founder Warrant Instrument

The Company created a warrant instrument dated 16 March 2021, pursuant to which the Company issued the Founder Warrants, representing a total of 6,000,000 Ordinary Shares, pursuant to the pre-IPO fundraising round. The Founder Warrants are exercisable at £0.05 per Ordinary Shares and are exercisable either in whole or in part for a period of two years from the date of Admission.

18.11 Management Option Deeds

On 13 December 2021, the Company entered into a separate option deed together with each holder of Options being granted to certain directors and member of management more particularly described in paragraph 5 of this Part (the Option Holders).

The grant of options under the deed is subject to and conditional upon Re-Admission, and the option deeds will terminate in the event that Re-admission does not occur by an agreed long stop date.

Under the terms of the option deeds, each Option Holder will be able to exercise their options at an exercise price which is equal to the Fundraise Price per Ordinary Shares. The option are only capable of being exercised, subject to the satisfaction of certain vesting conditions. Set out below is a summary of the vesting conditions and the manner in which options are intended to vest:

Vesting Event	Trigger for Vesting	Number of options vested
1	The date falling six months from the date of Re-Admission.	One-third of the total number of Options granted to the Option Holder, as nearly as practicable without involving fractions and by rounding up to the nearest whole number.
2	The Board of the Company having determined that the share price of the Ordinary Shares having traded at £0.075 (7.5p) (a price representing a 50% premium of the Fundraise Price) for a minimum period of five consecutive trading days.	One-third of the total number of Options granted to the Option Holder, as nearly as practicable without involving fractions and by rounding up to the nearest whole number.
3	The Board of the Grantor having determined that the share price of the Company's Ordinary Shares having traded at £0.10 (10p) (a price representing a 100% premium of the Fundraise Price) for a minimum period of five consecutive trading days.	All remaining unvested Options, not having vested following Vesting Event One and Two shall automatically vest.

The Board is responsible for the determination of whether or not options have vested and the decision of the Board shall be final and binding on the option holder. The Options (having vested) will be capable of being exercise for a period of up to five years from the date of Re-Admission.

The option agreements include customary provisions for the protection of the option holders, for instance, in the event of a change in the share capital structure of the Company adjustments can be made to ensure that the option holder is in no better or worse off position.

The options are only capable of assignment with the consent of the Company.

The option deeds are governed by English law.

18.12 Lock-in and Orderly Market Agreements

Director Lock-in Arrangements

A lock-in agreement dated 13 December 2021 was executed between the Company, Peterhouse and the Locked-in Directors, pursuant to which each of the Locked-In Directors has undertaken to the Company and Peterhouse, save in certain circumstances, not to sell or otherwise dispose of or agree to sell or dispose of any of their interests (direct or indirect) in the Ordinary Shares held by them for a period of twelve months commencing on the date of Re-Admission. The lockin agreement shall not apply to any Fundraising Shares acquired by the Directors. Please refer to paragraph 11.3 of this Part for further details of the Directors' subscription for Fundraising Shares.

In addition, the Locked-In Directors shall be subject to orderly market arrangements during the six month period commencing from the conclusion of the lock-in period. Mr. Charles Wood is not a party to the agreement, as a Director resigning from the Company on Admission, but he remains subject to a lock-in and orderly market agreement entered into on 26 April 2021.

The lock-in agreements are subject to certain customary exceptions to the lock-in restrictions described above. The lock-in agreement is governed by English law.

Seller Lock-in Arrangements

A lock-in agreement dated 13 December 2021 was executed between the Company, Peterhouse and the Sellers. Under the terms of the lock-in and orderly market agreement, each of the Sellers have undertaken to the Company and to Peterhouse that they will not and will procure that none of their associates for a period of 12 months' from Admission ("Restricted Period") deal in any Ordinary Shares and any interest in Ordinary Shares held by them at Admission (or otherwise acquired by them during the Restricted Period) ("Locked-in Shares"), but excluding any Fundraising Shares or any Ordinary Shares that are subject to the Directors' Lock-In Agreement detailed in this paragraph 18.12. Following the Restricted Period, the Sellers have agreed that the Locked-in Shares will be subject to an orderly market restriction for a period of six months and no disposal of Locked-in Shares can be made without the written consent of the Company and any such disposal shall be in such manner as the Company or its broker may in its absolute discretion require with a view to the maintenance of an orderly market in the shares of the Company.

The Sellers subscribed for a total of 9,300,000 Fundraising Shares. The Sellers have undertaken to the Company and the Broker that they will not and nor will their associates dispose of any of the Fundraising Shares acquired by them as part of the Fundraising for period of 6 months commencing on the date of Admission without prior written consent of the Company and subject to the Company's written consent, any such disposal shall be in such manner as the Company or its Broker may in its absolute discretion require with a view to the maintenance of an orderly market in the shares of the Company.

The lock-in agreements are subject to certain customary exceptions to the lock-in restrictions described above. The lock-in agreement is governed by English law.

18.13 Company Convertible Loan Note

18.14 Subscription Letters

The Company has entered into various subscription letters with Subscribers pursuant to the Subscription which the Subscribers agreed to subscribe for New Shares at the Fundraise Price. Both the Subscribers and the Company provided standard representations and warranties to one another.

19. Related party transactions

Other than the Directors appointment letters (as described in paragraph 13 of this Part), the grant of the Options (described in paragraph 5 of this Part), the Founder Warrant Instrument (as described in paragraph 18.10 of this Part) and arrangements with Orana Corporate LLP (detailed in paragraph 18.7 of this Part and as more particularly described in paragraph 10 of "Part IV – Board, Key Management, Founders and Corporate Governance"), there have been no related party transactions between the Company and any Director.

20. Pensions

There are currently no pensions or similar arrangements in place with the Directors.

21. Data Protection

21.1 The Company may delegate certain administrative functions to third parties and will require such third parties to comply with data protection and regulatory requirements of any jurisdiction in which data processing occurs. Such information will be held and processed by the Company (or any third party, functionary or agent appointed by the Company) for the following purposes:
a. verifying the identity of the prospective investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;
b. carrying out the business of the Company and the administering of interests in the Company;
c. meeting the legal, regulatory, reporting and/or financial obligations of the Company in the United Kingdom or elsewhere; and
d. disclosing personal data to other functionaries of, or advisers to, the Company to operate and/or administer the Company.
21.2 Where appropriate it may be necessary for the Company (or any third party, functionary or agent appointed by the Company) to:
a. disclose personal data to third party service providers, agents or functionaries appointed by the Company to provide services to prospective investors; and
b. transfer personal data outside of the EEA to countries or territories which do not offer the same level of protection for the rights and freedoms of prospective Investors as the United Kingdom.
21.3 If the Company (or any third party, functionary or agent appointed by the Company) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant personal data is disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such personal data. In providing such personal data, investors will be deemed to have agreed to the processing of such personal data in the manner described above. Prospective investors are responsible for informing any third party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions.

22. Employees and Premises

22.1 As at the date of this Document, the Company does not have any employees other than its Directors.
22.2 As at 31 May 2021, DVK had one employee.
22.3 The Company holds leasehold interest in the premises detailed at paragraph 22.4 as at the date of this Document.
22.4 DVK occupies premises pursuant to a Working Space Sublease dated 22 February 2021 55/22, Mangilik Yel, Block C4.3, office 140, Z05T3F5, Nur-Sultan, Republic of Kazakhstan.

23. General

23.1 Save as described in this Document, there are no patents or other intellectual property rights, licences or particular contracts which are of fundamental importance to the Company's business.
23.2 The fees and expenses to be borne by the Company in connection with Admission, including the professional fees and expenses and the costs of printing and distribution of documents are estimated to amount to approximately £495,865 (including VAT), being the total of £513,865 less £18,000 payable in shares.
23.3 PKF Littlejohn LLP, having its registered office at 15 Westferry Circus, Canary Wharf, London, E14 4HD, have been appointed as the first auditors of the Company and are registered to carry out audit work by the Institute of Chartered Accountants in England and Wales. The Company's year end is 30 November.
23.4 The financial information set out in this Document relating to the Company does not constitute statutory accounts.
23.5 The Company's annual report and accounts will be made up to 30 November in each year. The Company will prepare its first annual report and accounts following Admission covering the period from its incorporation to 30 November 2021. It is expected that the Company will make public its annual report and accounts within four months of each financial year end (or earlier if possible) and that copies of the annual report and accounts will be sent to Shareholders within six months of each financial year end (or earlier if possible).
23.6 The Company shall hold its first annual general meeting within six months of the end of its next accounting period, being 30 November 2021. Further details on annual general meetings are contained in paragraph 8.2 above.

24. Competent Person's Reports

24.1 There have been no material changes since the date of the Competent Person's Report, the omission of which would make such report misleading.

25. Consents

25.1 Where third party information has been referenced in this Document, the source of that third party information has been disclosed. Where information contained in this Document has been sourced from a third party, the Company confirms that such information has been accurately reproduced and, as far as the Company is aware and able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.
25.2 PKF Littlejohn LLP has given and has not withdrawn its written consent to the inclusion in this Document of its accountants' report on the historical financial information of the Company in the form and context in which they are included and has authorised the contents of these reports for the purposes of PR 5.3.2R(2)(f) of the Prospectus Regulation Rules.
25.3 SRK, whose registered address is at 12 St Andrew's Crescent, Cardiff, CF10 3DD, Wales, UK, has given and not withdrawn its written consent to the inclusion of its Competent Person's Report in Part V of this document and has authorised the contents of such parts of this document as comprise the Competent Person's Report the purposes of PR5.3.2R(2)(f) of the Prospectus Rules. SRK does not have any material interest in the Company.
25.4 Peterhouse has given and not withdrawn their consent to the inclusion in this Document of their name in the form and in the context in which it appears.
25.5 SRK has given and not withdrawn their consent to the inclusion in this Document of their name in the form and in the context in which it appears.

26. Availability of this Document

26.1 Copies of this Document are accessible, free of charge during normal business hours, from the registered office of the Company.

26.2 In addition, this Document will be published in electronic form and be available on the Company's website at www.east-star-resources.com subject to certain access restrictions applicable to persons located or resident outside the United Kingdom.

27. Documents for inspection

27.1 Copies of the following documents may be inspected at the registered office of the Company at Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF during usual business hours on any day (except Saturdays, Sundays and public holidays) from the date of this Document:
27.1.1 the Memorandum and Articles of Association of the Company;
27.1.2 this Document;
27.1.3 the Competent Person's Report;
27.1.4 the Directors letters of appointment and service contracts referred to in paragraph 13 of this Part;
27.1.5 the material contracts referred to above in paragraph 18 of this Part; and
27.1.6 the accountant's report set out in Section A of "Part VII Financial Information on the Enlarged Group" of this Document.

In addition, this Document will be published in electronic form and be available and free to download from the Company's website at https://east-star-resources.com/investors/from the date of publication.

PART XII

NOTICES TO INVESTORS

The distribution of this Document and the Placing may be restricted by law in certain jurisdictions and therefore persons into whose possession this Document comes should inform themselves about and observe any restrictions, including those set out below. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

General

No action has been or will be taken in any jurisdiction that would permit a public offering of the Ordinary Shares, or possession or distribution of this Document or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly, and neither this Document nor any other offering material or advertisement in connection with the Ordinary Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Document does not constitute an offer to subscribe for any of the Ordinary Shares offered hereby to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

This Document has been approved by the FCA, as competent authority under the UK Prospectus Regulation. The FCA only approves this Document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer or the quality of the securities that are the subject of this Document. Investors should make their own assessment as to the suitability of investing in the securities. Issue or circulation of this Document may be prohibited in countries other than those in relation to which notices are given below.

For the attention of all Investors

The Ordinary Shares are only suitable for acquisition by a person who: (a) has a significantly substantial asset base such that would enable the person to sustain any loss that might be incurred as a result of acquiring the Ordinary Shares; and (b) is sufficiently financially sophisticated to be reasonably expected to know the risks involved in acquiring the Ordinary Shares.

For the attention of UK Investors

This Document has been approved by the Financial Conduct Authority (the "FCA"), as competent authority under the UK Prospectus Regulation. The FCA only approves this Document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer or the quality of the securities that are the subject of this Document. Investors should make their own assessment as to the suitability of investing in the securities. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules.

This Document is being distributed only to and is directed at persons who (if they are in the EEA) will fall within one of the categories of persons set out above in this Part VII. In addition, this Document is being distributed only to and is directed at persons in the United Kingdom who are: (i) persons having professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Promotions Order; or (ii) persons who are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a)-(d) of the Financial Promotions Order; or (iii) persons to whom it may otherwise be lawful to distribute (all such persons together being referred to as "relevant persons").

For the attention of European Economic Area Investors

In relation to each member state of the European Economic Area (each, a "Relevant Member State"), an offer to the public of the Ordinary Shares may only be made once the prospectus has been passported in such Relevant Member State in accordance with the EU Prospectus Regulation. For the other Relevant Member States an offer to the public in that Relevant Member State of any Ordinary Shares may only be made at any time under the following exemptions under the EU Prospectus Regulation:

a) to qualified investors as defined under the EU Prospectus Regulation;
b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Regulation) in such Relevant Member State; or
c) in any other circumstances falling within Rule 1.2.3 of the EU Prospectus Regulation, provided that no such offer of Ordinary Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Rule 1.2.1 of the EU Prospectus Regulation.

For the purposes of this provision, the expression an "offer to the public" in relation to any offer of Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Ordinary Shares and the expression "EU Prospectus Regulation" means Regulation EU 2017/1129 (and any amendments, thereto, and includes any relevant implementing measure such as Commission Delegated Regulation (EU) 2019/980 of 14 March 2019.

This Document may not be used for, or in connection with, and does not constitute, any offer of Ordinary Shares or an invitation to purchase or subscribe for any Ordinary Shares in any member state of the European Economic Area in which such offer or invitation would be unlawful.

The distribution of this Document in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions.

PART XIII

DEFINITIONS

The following definitions apply throughout this Document unless the context requires otherwise:

Act	means the United Kingdom Companies Act 2006 (as amended from time-to-time);
Acquisition	the acquisition of the entire issued share capital of DVK in accordance with the terms of the Acquisition Agreement;
Acquisition Agreement	The acquisition agreement dated 26 October 2021 relating to the Acquisition, as more particularly described in paragraph 18.1 of Part XI;
Admission or Re-Admission	the admission of the Enlarged Ordinary Share Capital to the Official List, by way of a Standard Listing, and to trading on the LSE's main market for listed securities;
AIFC	Astana International Financial Centre, Kazakhstan;
Articles of Association or Articles	means the articles of association of the Company in force from time to time;
Broker or Peterhouse	means Peterhouse Capital Limited;
Broker Warrants	means the Warrants granted over an aggregate total of 2,767,500 Ordinary Shares to the Broker pursuant to the arrangements described in paragraph 18.8 of "Part XI" of this Document;
Business Day	means a day (other than a Saturday or a Sunday) on which banks are open for business in London;

Certificated or in certificated form	means in relation to a share, warrant or other security, a share, warrant or other security, title to which is recorded in the relevant register of the share, warrant or other security concerned as being held in certificated form (that is, not in CREST);
Chairman	means the Chairman of the Board from time to time;
City Code or Takeover Code	means the City Code on Takeovers and Mergers;
Company or Issuer or East Star	means East Star Resources plc;
Concert Party	the members of the Concert Party as described in detail in Part X ("Takeover Code Disclosures") of this Document;
Connected Persons	means a Director or a Proposed Director or any member of a Director's or Proposed Director's immediate family;
Consideration Shares	means the of 45 million new Shares to be issued to the Sellers on completion of the Acquisition;
Convertible Loan Notes	means the unsecured convertible loan notes in DVK subscribed for by Ilwella Pty Ltd in the amount of USD 314,000;
COVID-19	a coronavirus identified as the cause of an outbreak of respiratory illness that was first detected in Wuhan city, Hubei province in China in Q4 2019;

CREST or CREST System	means the paperless settlement system operated by Euroclear enabling securities to be evidenced otherwise than by certificates and transferred otherwise than by written instruments;
CREST Manual	means the compendium of documents entitled "CREST Manual" issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, the CREST Rules, the CSS Operations Manual and the CREST Glossary of Terms;
CREST Regulations	means The Uncertified Securities Regulations 2001 (SI 2001 No. 3755), as amended;
CREST Requirements	means the rules and requirements of Euroclear as may be applicable to issuers from time to time, including those specified in the CREST Manual;
CRESTCo	means CRESTCo Limited, the operator (as defined in the Uncertificated Regulations) of CREST;
Directors or Board or Board of Directors	means the directors of the Company, whose names appear in "Part IV", or the board of directors from time to time of the Company, as the context requires, and "Director" is to be construed accordingly;
Directorships	means positions the Directors hold or have previously held, in addition to the Company, at other organisations, as members of the administrative, management or supervisory bodies of those organisations at any time in the five years prior to the date of this Document;
Director Lock-In and Orderly Market Agreement	means the lock-in and orderly market agreement between the Locked-In Directors and the Company, as further described in paragraph 18.12 of "Part XI" of this Document;
Disclosure Guidance and Transparency Rules	means the Disclosure Guidance and Transparency Rules of the FCA made pursuant to section 73A of FSMA as amended from time to time;
Document or this Document	means this Document comprising a prospectus relating to the Company prepared in accordance with the Prospectus Regulation Rules and approved by the FCA under section 87A of FSMA;
DVK or Target	Discovery Ventures Kazakhstan Limited;
DVK Group	means DVK and its relevant subsidiaries;
EBITDA	means operating profit/(loss) before interest, taxation, depreciation, amortisation and impairment loss;
EEA	means the European Economic Area;
EEA States	means the member states of the European Union and the European Economic Area, each an "EEA State";
Enlarged Group	means the Company and DVK Group;
Enlarged Ordinary Share Capital	means the aggregate total of 182,250,164 Ordinary Shares in issue on Admission, comprising the Existing Shares, the Placing Shares, the Subscription Shares, the Consideration Shares, the Fee Shares and Ilwella Loan Shares;

ESMA	means the European Securities and Markets Authority;
EU	means the European Union;
EU Market Abuse Regulation or EU MAR	means regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing the Directive of the European Parliament and of the Council of 28 January 2003 and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC;
EUWA	European Union (Withdrawal Agreement) Act 2020;
Euroclear	means Euroclear UK & International Limited;
Euro	means the lawful currency of the European Union;
EU Prospectus Regulation	means the EU version of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market;
Exchange Act	means the US Securities Exchange Act of 1934, as amended;
Exchange Rate	means £1:USD1.326, being the Sterling/US Dollar exchange rate used for the purpose of this Document where particularly cited;
Existing Ordinary Share Capital or Existing Shares	the 69,540,164 Ordinary Shares in issue on the date of this Document;
FCA	means the UK Financial Conduct Authority;
Financial Promotions Order	means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;
Fee Shares	means 360,000 new Ordinary Shares to be issued to Peterhouse pursuant to the terms of their engagement letter dated 12 October 2021, as more particularly described at paragraph 18.6 of Part XI ("Additional Information") of this Document;
Founders	means the founders as more particularly described in paragraph 4 ("Founders") of "Part IV" of this Document;
Founder Warrants	means the 6,000,000 warrants granted to the Founders over new Ordinary Shares pursuant to the arrangements described in paragraph 18.10 of "Part XI" of this Document;
Fully Diluted Ordinary Share Capital	means the aggregate total of 283,313,669 Ordinary Shares, comprising the Enlarged Ordinary Share Capital as diluted by the exercise of the Warrants and Options, and the issue and allotment of the Performance Shares, as at the date of Admission and assuming no other changes to the share capital of the Company;
Fundraise or Fundraising	means the Placing and Subscription of 62,000,000 new Ordinary Shares in the Company to raise gross proceeds of £3,100,000;
Fundraise Price	means an issue price of £0.05 per New Share;
Fundraising Shares	means the Ordinary Shares to be issued and allotted pursuant to the Fundraise;
FSMA	means the Financial Services and Markets Act 2000 of the UK, as amended;

General Meeting	means a meeting of the Shareholders of the Company and shall particularly refer to the General Meeting referred to in the Notice where the context requires;
IFRS	means International Financial Reporting Standards as adopted by the European Union;
Ilwella	means Ilwella Pty Ltd;
Ilwella Loan Shares	means the 5,350,000 new Ordinary Shares in the Company issued to Ilwella in conversion of the Convertible Loan Notes;
Independent Shareholders	means those shareholders who are independent of the Sellers, the Acquisition, the Placing, the Subscription and the Concert Party;
Insolvency Act	means the Insolvency Act 1986 (as amended from time to time);
Investor	means a person who confirms his agreement to the Company to subscribe for New Shares pursuant to the Fundraise;
IPO Admission	means admission of the entire issued share capital of the Company as at 4 May 2021 to the Official List, by way of a Standard Listing, and to trading on the LSE's main market for listed securities;
JV Agreement or Joint Venture Agreement	means the joint venture agreement between DVK and TKS signed on 7 October 2021 as more particularly described at paragraph 18.3 of Part XI of this Document;
Key Management	means, Azamat Bizhanov;
Last Practicable Date	means the last practicable date prior to publication of this Document, being 13 December 2021;
Licences	means exploration licences No 670-EL, No 774-EL, No 847-EL and No 914-EL held by TKS under the JV Agreement;
Listing Rules	means the listing rules of the FCA made pursuant to section 73A of FSMA as amended from time to time;
Locked-In Directors	means the Alexander ("Sandy") Barblett, David Minchin, Alexander ("Alex") Walker and Anthony Eastman but excluding Mr. Charles Wood who shall resign as a director of the Company on Admission;
London Stock Exchange or LSE	means London Stock Exchange plc;
Main Market	means the LSE's main market for listed securities;
Management Options	means the options granted over new Ordinary Shares pursuant to the arrangements described in paragraph 5 of "Part XI" of this Document;
Memorandum of Association or Memorandum	means the memorandum of association of the Company in force from time to time;
Net Proceeds	means the funds received on closing of the Fundraising less any expenses paid or payable in connection with Admission, the Fundraising and the incorporation (and initial capitalisation) of the Company;
New Shares	means, in aggregate, 112,710,000 new Ordinary Shares issued on Admission, including the Fundraising Shares, Consideration Shares, Ilwella Loan Shares and Fee Shares;

Notes	means for the four, 12-month convertible notes subscribed for by the Company and issued by DVK with a face value of USD 175,000 each for an aggregate face value of USD 700,000;
Notice	the notice of General Meeting set out at the Appendix of this Document;
Official List	means the official list maintained by the FCA;
Operatorship Agreement	means the operatorship agreement dated 3 November 2020 between DVK and TKS, as more particularly described in paragraph 18.4 of Part XI;
Options	means an option to subscribe for Ordinary Shares;
Orana	means Orana Corporate LLP, a limited liability partnership whose registered office is at Eccleston Yards, 25 Eccleston Place, London, England, SW1W 9NF;
Orana Warrants	means the warrants granted over new Ordinary Shares pursuant to the arrangements described in paragraph 18.9 of "Part XI" of this Document;
Ordinary Shares or Shares	means the ordinary shares of £0.01 each in the capital of the Company;
Panel	the Panel on Takeovers and Mergers and who are responsible for issuing and administering the Code;
Performance Shares	means the 75 million new Shares to be issued to the Sellers upon the confirmation of a mineral resource on one of the Licences of one million ounces of gold equivalent at an average grade of at least 2 grammes per tonne of gold equivalent as defined by an independent professional firm appointed by the Company to either JORC Code or NI 43-101 classification standards;
Placee	means a person who confirms his agreement to the Company to subscribe for Ordinary Shares under the Placing;
Placing	means the proposed placing of 38,050,000 new Ordinary Shares on behalf of the Company at the Fundraise Price and on the terms and subject to the conditions set out in this Document;
Placing Agreement	the agreement dated 13 December 2021 between the Company and Peterhouse relating to the Placing, further information of which is set out in paragraph 18.5 of "Part XI" of this Document;
Placing Shares	means the Ordinary Shares to be issued and allotted pursuant to the Placing;
Pounds Sterling or £	means British pounds sterling, the lawful currency of the UK;
Premium Listing	means a listing on the Premium Listing Segment of the Official List under Chapter 6 of the Listing Rules;
Project	means the project as described in Part II of this Document and as is more particularly described in the Competent Person's Report;
Proposals	means the Acquisition, the Rule 9 Waiver, the Fundraising and the passing of the Resolutions and Admission;

Proposed Directors	means Alexander Walker and David Minchin, who will be appointed as Directors of the Company subject to completion of the Acquisition and Re-Admission;
Prospectus Regulation Rules or PRR	means the prospectus regulation rules of the FCA made pursuant to Part VI of FSMA, as amended from time to time;
Prospectus RTS Regulation	the UK version of Commission Delegated Regulation (EU) 2019/979, which is part of UK law by virtue of the EUWA;
PR Regulation	the UK version of Regulation number 2019/980 of the European Commission, which is part of UK law by virtue of the EUWA;
QCA Code	the Quoted Companies Alliance Corporate Governance Code published by the Quoted Companies Alliance (as amended and revised from time to time);
Registrar	means Share Registrars Limited or any other registrar appointed by the Company from time to time;
Regulations	means the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2003, or applicable legislation in any other jurisdiction in connection with money laundering and/or terrorist financing;
Regulatory Information Service	means a regulatory information service authorised by the FCA to receive, process and disseminate regulatory information in respect of listed companies;
Relevant Member State	means each member state of the European Economic Area which has implemented the EU Prospectus Regulation;
Relevant Persons	means persons to whom this Document may be lawfully distributed to under the Financial Promotion Order;
Resolutions	proposed shareholder resolutions as set out in the Notice;
Reverse Takeover or RTO	means a reverse takeover in accordance with Listing Rule 5.6.4(1) and (2);
RTO Broker Warrants	means the warrants granted over new Ordinary Shares pursuant to the arrangements described in paragraph 18.8 of "Part XI" of this Document;
Sanctions	means sanctions administered or enforced by the US Government (including, without limitation, the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury or the US Department of State), the United Nations Security Council, the European Union or Her Majesty's Treasury;
SEC	means the US Securities and Exchange Commission;
Securities Act	means the US Securities Act of 1933, as amended;
Sellers	means each of the Sellers of DVK, together, Alexander Casey Walker, Reedbuck Nominees Pty, Rainer Heinz Ellmies and Ilwella Pty Ltd;
Shareholders	means the holders of the Ordinary Shares and/or New Shares, as the context requires;
Sole Funding Obligation	the obligation upon DVK to contributed the first USD 6.8 towards the Project;

SPVs	means corporate bodies established between DVK and TKS for the purpose of holding legal title to the Licences;
SRK	means SRK Exploration Services Ltd, a company incorporated in England and Wales with registration number 04929472 and having is registered office address at 12 St Andrew's Crescent, Cardiff, CF10 3DD, Wales, UK;
Standard Listing	means a listing on the Standard Segment of the Official List under Chapter 14 of the Listing Rules;
Sterling	means the lawful currency of the United Kingdom;
Subscriber	means a person who confirms his agreement to the Company to subscribe for Ordinary Shares under the Subscription;
Subsoil Code	means the Kazakhstan Code on subsoil and subsoil use adopted on 27 December 2017;
Subscription	means the private subscription being carried out by the Company to raise £1,197,500 through the issue of 23,950,000 Ordinary Shares;
Subscription Letters	means the letters between the Company and Subscribers relating to the Subscription;
Subscription Shares	means the ordinary shares to be issued and allotted pursuant to the Subscription;
Term Sheet	means the binding heads of terms entered into between the Company and the vendors of DVK in respect of the proposed Acquisition announced on 19 July 2021;
TKS	means Tau-Ken Samruk JSC, the Kazakh national mining company;
Trading Day	means a day on which the main market of the London Stock Exchange (or such other applicable securities exchange or quotation system on which the Ordinary Shares are listed) is open for business (other than a day on which the main market of the London Stock Exchange (or such other applicable securities exchange or quotation system) is scheduled to or does close prior to its regular weekday closing time);
Transaction Costs	means the estimated total expenses incurred (or to be incurred) by the Company in connection with the Acquisition, Fundraising and Admission, being approximately £495,865, being the total of £513,865 less £18,000 payable in shares;
UK Corporate Governance Code	means the UK Corporate Governance Code issued by the Financial Reporting Council in the UK from time to time;
UK Market Abuse Regulation or UK MAR	the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse (Amendment) (EU Exit) Regulations 2019;
UK Prospectus Regulation	means the UK version of the EU Prospectus Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time (including, but not limited to, by the UK Prospectus Amendment Regulations 2019 and The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019));

Uncertified or uncertified form	means, in relation to a share or other security, a share or other security, title to which is recorded in the relevant register of the share or other security concerned as being held in uncertificated form (that is, in CREST) and title to which may be transferred by using CREST;
United Kingdom or UK	means the United Kingdom of Great Britain and Northern Ireland;
United States or US	has the meaning given to the term "United States" in Regulation S;
US Dollar or USD	means the lawful currency of the United States;
VAT	means (i) within the EU, any tax imposed by any Member State in conformity with the Directive of the Council of the European Union on the common system of value added tax (2006/112/EC), and (ii) outside the EU, any tax corresponding to, or substantially similar to, the common system of value added tax referred to in paragraph (i) of this definition;
VMS	means volcanogenic massive sulphide;
Waiver	the waiver by the Panel of the obligations which would otherwise arise on the Concert Party to make a general offer under Rule 9 of the Takeover Code;
Waiver Resolution	Resolution 1 in the Notice of General Meeting;
Warrants	means a total of 14,813,505 warrants over Ordinary Shares in the Company granted pursuant to the Broker Warrants, the RTO Broker Warrants, Orana Warrants and the Founder Warrants;
Work Programme	means the exploration programme to be undertaken by the Enlarged Group under the Licences as set out in this Document; and
Working Capital Period	means the 12 month period from the date of this Document.

References to a "company" in this Document shall be construed so as to include any company, corporation or other.

APPENDIX

NOTICE OF GENERAL MEETING

EAST STAR RESOURCES PLC

(Incorporated in England with company number 13025608)

Notice is hereby given that a general meeting of the Company will be held at 10.30 a.m. on 5 January 2022 at the offices of Hill Dickinson LLP located at The Broadgate Tower, 20 Primrose Street, London EC2A 2EW, to consider and, if thought fit, pass resolutions 1, 2, 3 and 4 as Ordinary Resolutions and resolutions 5 and 6 as Special Resolutions, as set out below.

Please note that this notice relates to a prospectus published by the Company on the date of this notice (the "Prospectus"), of which this notice forms part and, unless the context specifically requires a different interpretation be applied, capitalised terms referred to in the resolutions (below) are set out in Part XIII of the Prospectus.

ORDINARY RESOLUTIONS

1. THAT the waiver granted by the Panel on Takeovers and Mergers of the obligation that would otherwise arise for certain selling shareholders of Discovery Ventures Kazakhstan Limited to make a general offer to shareholders of the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers arising from (i) the issue and the allotment of 39,549,044 Ordinary Shares on Admission (in aggregate) and (ii) any subsequent increase in the aggregate percentage shareholding of the Concert Party as a result of the issue and allotment of the Performance Shares and or the exercise of Management Options, be and it is hereby approved.
1. THAT the proposed acquisition by the Company of the entire issued share capital of Discovery Ventures Kazakhstan Limited (the "Acquisition") pursuant to and on the terms and subject to the conditions contained in the share purchase agreement dated 26 October 2021 made between the Company, as purchaser, and the shareholders of Discovery Ventures Kazakhstan Limited (as sellers) (together the "Acquisition Agreement"), as more particularly described in the Prospectus be and is hereby approved with such revisions and amendments of a non-material nature as may be approved by the Directors of the Company or any duly authorised committee thereof, and that all acts, agreements, arrangements and indemnities which the Directors or any such committee consider necessary or desirable for the purpose of or in connection with the Acquisition be and they are hereby approved.
1. THAT, subject to the approval of Resolution 1 and 2, the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006, to exercise all powers of the Company to allot shares in the Company or to convert any security into shares of the Company (such shares and rights to subscribe for or to convert any security into shares of the Company being "relevant securities") up to an aggregate nominal amount of £2,500,000, in connection with: (a) the issue and allotment of the New Shares on Admission (being, 112,710,000 Ordinary Shares); (b) the issue and allotment of 75,000,000 Performance Shares to the Sellers, subject to and conditional upon the Performance Condition in accordance with the Acquisition Agreement; (c) the grant of 1,567,000 RTO Brokers Warrants; (d) the grant of 6,046,005 Orana Warrants; and (e) the grant of a total of 11,250,000 options over Ordinary Shares to the certain directors, employees and members of management, which shall expire on the fifth anniversary of Admission, save that the Company may before such expiry make an offer or agreement which would or might require the equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
1. THAT, subject to the approval of Resolutions 1, 2 and 3, in accordance with section 551 of the Companies Act 2006 the directors of the Company (or any subsequently duly appointed directors) be generally and unconditionally authorised to exercise all powers of the Company (including rights for equity securities or the sale of security from treasury) up to, in aggregate, an amount representing 20 per cent. of the aggregate value of the Ordinary Shares in issue as at the close of the first business day in following Admission generally for such purposes as the

Directors may think fit (including, inter alia, for the purpose of or in connection with any acquisition to be carried out by the Company), provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the later of the date falling 18 months after the date of the passing of this resolution and the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the directors (or any subsequently duly appointed directors) may allot shares or grant rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

SPECIAL RESOLUTIONS

1. THAT subject to the pass of Resolution 3 above and in accordance with section 571 of the Companies Act 2006, the Directors be and are hereby given the power to allot equity securities (as defined in section 560 of the CA 2006) pursuant to the authority conferred by Resolution 3 above as if section 561(1) of the CA 2006 did not apply to any such allotment, provided that the power granted by this resolution shall (unless previously revoked, varied or renewed) expire when the authority conferred by Resolution 3 (above) shall expire, save that the Company may before such expiry make an offer or agreement which would or might require the equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuant of such an offer or agreement as if the power conferred hereby had not been revoked.
1. THAT subject to the passing of Resolutions 4, and in accordance with section 570 of the CA 2006, the Directors (or any subsequently duly appointed directors) be generally empowered to allot equity securities (as defined in section 560 of the CA 2006) pursuant to the authority conferred by Resolution 4, as if section 561(1) of the CA 2006 did not apply for any purpose whatsoever, including, if necessary including any arrangements in connection with any issue of equity securities as they deem necessary or experience (A) to deal with equity securities representing fractional entitlements and (B) to deal with legal or practical problems in the laws of any territory, or (C) the requirements of any regulatory body, on the basis that this authority shall unless previously revoked, varied or extended, expire on the earlier of the date falling eighteen months after the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company, except that the Company may before such expiry make an offer or agreement which would or might require shares in the Company to be allotted, or rights to be granted, after such expiry and the Directors may allot shares or grant rights in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

BY ORDER OF THE BOARD

Sandy Barblett

Director of East Star Resources Plc

14 December 2021

NOTES:

1. A member of the Company entitled to attend and vote at the General Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.
1. A Form of Proxy is enclosed with this Notice for use in connection with this business set out above. To be valid, Forms of Proxy and any power of attorney or other authority under which it is signed must be lodged with Share Registrars Limited at Molex House, Millennium Centre, Cosby Way, Farnham, GU9 7XX no later than 10.30 a.m. on 31 December 2021.
1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent, Share Registrars Limited (ID: 7RA36) by 10.30 a.m. on 31 December 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
1. In the case of joint holders of Ordinary Shares, the signature of only one of the joint holders is required on the Form of Proxy but the vote of the first named on the register of members will be accepted to the exclusion of the other joint holders.
1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,to be entitled to vote at the General Meeting (and for the purpose of the determination by the Company of the votes they may cast), a member of the Company must be entered in the register of members of the Company at 10.30 a.m. on 31 December 2021.
1. As at the close of business on 13 December 2021, the Company's issued share capital comprised 69,540,164 ordinary shares of 1 pence each. Each Ordinary Share carries the right to one vote at a general meeting of the Company, and therefore the total number of voting rights in the Company as at the time and date given above is 69,540,164.
1. Voting on all of the proposed resolutions set out in the Notice of General Meeting will be conducted on a poll which reflects Shareholders' voting intentions in respect of shares held and votes tendered.

AI assistant

EAST STAR RESOURCES PLC — Capital/Financing Update 2021

5065_rns_2021-12-16_9f367d3f-84bf-44ef-a5a6-05db0bd451b3.pdf

EAST STAR RESOURCES PLC

Notice of General Meeting Peterhouse Capital Limited

Broker and Placing Agent

GENERAL MEETING

CONTENTS

SUMMARY

RISK FACTORS

RISKS RELATING TO THE COMPANY'S BUSINESS STRATEGY

There can be no assurance that the Project will reach a stage of production or that it will be able to generate revenue in the short term to medium term and it may be required to raise further funds to support operations

Risk associated with the operation of the Joint Venture Partnership

The COVID-19 pandemic has had a negative impact on worldwide economic activity and may have an ongoing impact on our business

Currency exchange rate fluctuations may negatively affect the Company

Legal System and Legislation Risks

RISK RELATING TO LICENCES AND MAINTENANCE OF APPROVALS

Ownership and Transfer of the Licences

There could be a delay in the establishment of the SPVs

The Company may be unable to acquire or renew necessary exploration or mining rights and concessions, licences, permits and other authorisations and/or such concessions, rights, licences, permits and other authorisations may be suspended, terminated or revoked prior to their expiration

RISKS RELATING TO THE PERSONNEL

The Enlarged Group will have a small management team

The Company may be unable to hire or retain personnel required to support the Company

The Company relies on the services of third parties to implement its growth and development Development of the Licences will require the Enlarged Group to engage contractors, subcontractors and consultants.

EXPLORATION, DEVELOPMENT AND OPERATIONAL RISKS

There is no certainty that exploration and development expenditure by the Enlarged Group will result in the discovery of economic deposits or lead to profitable commercial operations

Mineral resource exploration and development activities may be disrupted, damaged or delayed by a variety of problems outside of the Group's control

RISKS ASSOCIATED WITH THE NATURAL RESOURCES SECTOR

Recovery, reserve and resource estimates may prove inaccurate and reporting standards may differ from the standards of other jurisdictions

The Company's future growth could be adversely affected if it fails to manage relationships with local communities, government and non government organisations

Safety, health and environmental exposures and related regulations may expose the Company to increased litigation, compliance costs, interruptions to operations, unforeseen environmental remediation expenses and loss of reputation

The natural resources sector is subject to commodity price fluctuations, which may adversely impact the results of operations, financial condition and prospects of the Group

General Waiver required under the Subsoil Use Code

RISKS RELATING TO THE COMPANY'S LISTING AND ORDINARY SHARES

Issue of New Shares as a result of the Acquisition will be dilutive to the interests of the holders of the Existing Shares and future issues of new Ordinary Shares are likely to be dilutive to the interests of the holders of Existing Shares

Shareholders may well be diluted if the Options and Warrants are exercised

The Company will not comply with the minimum market capitalisation requirement of £30m under Listing Rule 2.2.7R(1) in the context of the Acquisition and Re-Admission, but it is permitted to proceed with the transaction on the basis of transitional arrangements put in place for shell companies

The proposed Standard Listing of the Ordinary Shares will afford Investors a lower level of regulatory protection than a Premium Listing

The Company may be unable to transfer to a Premium Listing

Investors may not be able to realise returns on their investment in Ordinary Shares within a period that they would consider to be reasonable

Dividend payments on the Ordinary Shares are not guaranteed and the Company does not intend to pay dividends prior to an Acquisition

RISKS RELATING TO TAXATION

Changes in taxation legislation or practice may adversely affect the Company and the tax treatment for Shareholders investing in the Company

There can be no assurance that the Company will be able to make returns for Shareholders in a tax-efficient manner

CONSEQUENCES OF A STANDARD LISTING

IMPORTANT INFORMATION

Data protection

Selling and transfer restrictions

Investment considerations

Forward-looking statements

Market data

Currency presentation

No incorporation of website

Definitions

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

ADMISSION STATISTICS

DEALING CODES

DIRECTORS, PROPOSED DIRECTORS, AGENTS AND ADVISERS

PART I

LETTER TO SHAREHOLDERS

EAST STAR RESOURCES PLC

Existing Directors: Registered Office:

To the holders of Existing Shares and warrants in issue at 14 December 2021 the date of this Document

Acquisition of Discovery Ventures Kazakhstan Limited

Admission of 182,250,164 Ordinary Shares to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's main market for listed securities

Notice of General Meeting

1. Introduction

2. Background to and reasons for the Acquisition and the Enlarged Group Strategy

Background

Reasons for the Acquisition and the Enlarged Group's Strategy

3. Terms and Conditions of the Acquisition

4. Summary Financial information

5. Risk Factors

6. Directors, Proposed Directors and Key Management

7. Current Trading, Strategy and Prospects

8. The Work Programme and Use of Proceeds

9. Admission to trading on the Official List

10. Rule 9 of the City Code

Application of the City Code

11. Dividend Policy

EAST STAR RESOURCES PLC Capital/Financing Update 2021