EMERALD RESOURCES NL — M&A Activity 2022

Apr 28, 2022

ASX Announcement & Media Release

29 April 2022

Fast Facts

ASX Code: EMR Shares on issue: 577,547,182 Market Cap: ~A$693 million Cash: A$34.1 million (at 31 Mar 2022) Bullion: A$17.1 million (at 31 Mar 2022)

Board & Management

Simon Lee AO, Non-Executive Chairman Morgan Hart, Managing Director Mick Evans, Executive Director Ross Stanley, Non-Executive Director Billie Slott, Non-Executive Director Mark Clements, Non-Executive Director and Company Secretary Bernie Cleary, Operations Manager Brett Dunnachie, Chief Financial Officer

Company Highlights

• First mover in an emerging gold province in Cambodia;

• Okvau Deposit: Indicated and Inferred Mineral Resource Estimate of 1.14Moz at 2.0g/t Au;

• Project built in 2021 on time on budget and now in operation;

• Forecast economics demonstrates high grade, low cost, compelling project;

• Ore Reserve of 14.3Mt & 2.0g/t Au for 0.9Mozs in a single open pit with waste:ore ratio of 5.8:1;

• LOM average annual production of 106,000ozs pa;

• o AISC US$754/oz over LOM (at a US$1,450 gold price assumption);

• Mineral Investment Agreement governs significant tax and duty concessions for first 5 years and includes offshore arbitration process;

 Highly credentialed gold project operational and development team;

• Significant resource growth potential;

• Focussed on a net positive impact on near-mine environmental and social values by targeting strict compliance with corporate governance, international guidelines (IFC PS’s) and local law by engaging and collaborating with all stakeholders.

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Recommended and Unconditional Takeover Offer for Bullseye Extended

Emerald Resources NL (ASX: EMR) (“Emerald”) refers to its previous announcements in relation to its recommended and unconditional takeover bid for all of the issued shares of Bullseye Mining Limited ( Bullseye ) that it does not already own ( Offer ).

Offer Extension

Emerald has today resolved to extend the closing date of the Offer to 5:00pm (WST) on Friday, 13 May 2022.

Attached to this announcement is a formal notice under section 650D of the Corporations Act 2001 (Cth) (Corporations Act) in relation to the extension of the closing date.

Emerald wishes to advise it has increased its direct equity ownership in Bullseye from 47.15% to 47.35% following the receipt of a further 5 completed notice of intent forms from Bullseye shareholders representing 892,204 Bullseye shares of which:

• 5 have confirmed their acceptance of our Offer and

• None have confirmed they wish to withdraw from our Offer.

As such Emerald has issued a further 260,121 fully paid ordinary shares to those Bullseye shareholders that have provided written confirmation of their acceptance of our Offer.

Following this allotment, Emerald has a relevant interest in 49.43% of the 445,599,851 Bullseye shares currently on issue, comprising:

• 211,000,425 shares held directly by Emerald ( 47.35% ); and

• 9,237,320 shares pursuant to acceptances of the Offer by Bullseye shareholders.

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Acceptance	Summary
	Holders	Shares
Issued Capital	385	445,599,851
Re-Confirmed Acceptance	5	892,204
Acceptance Not Confirmed	81	9,237,320
Held by Emerald directly	161	210,108,221
Total Acceptances	247	220,237,745
Withdrawn	4	636,905
RemainingUnaccepted	136	224,725,201
Current Acceptance Level	64.16%	49.43%

Note: Total holders of 387 caused by 2 holders splitting acceptance/withdrawal

Bullseye shareholders encouraged to accept the Offer

Registered Office 1110 Hay Street West Perth WA 6005

T: +61 8 9286 6300 F: +61 8 6243 0032

Emerald urges all Bullseye shareholders who have not yet accepted the Offer made to them to ACCEPT WITHOUT DELAY before the Offer closes and become an Emerald shareholder. Emerald consideration shares will be issued within 2 business days for those that provide their written confirmation of their acceptance before 5pm WST today and for those Bullseye shareholders that do not withdraw or do not opt to waive their withdrawal rights, Emerald consideration shares will be issued within 5 business days of completion of the withdrawal right period at 5pm WST today.

W: www.emeraldresources.com.au

Bullseye shareholders that have any questions relating to the Offer or how to accept or withdraw from the Offer made to them, should contact the Company Secretary of Emerald on +61 8 9286 6300, or your professional financial adviser.

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This ASX release was authorised on behalf of the Emerald Board by: Morgan Hart, Managing Director.

For further information please contact

Emerald Resources NL

Morgan Hart Managing Director

About Emerald Resources NL

Overview

Emerald is a developer and explorer of gold projects. In particular, Emerald has been focused on the development and commissioning of its most advanced project, the Okvau Gold Mine in Cambodia which saw first production in June 2021. Since production commenced in June 2021, Emerald has now poured over 2,000kgs of gold bullion from its operations.

Emerald also hold a number of other projects in Cambodia which are made up of a combination of granted mining licences (100% owned by Emerald), and interests joint venture agreements. Together, Emerald’s interest in its Cambodian Projects covers a combined area of 1,239km[2] .

Forward Looking Statement

This document contains certain forward looking statements. These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections about the industry in which Emerald Resources operates, and beliefs and assumptions regarding the Company’s future performance. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”’ “estimates”, “potential” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known or unknown risks, uncertainties and other factors, some of which are beyond the control of the Company, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward looking statements, which reflect the view of Emerald Resources only as of the date of this announcement. The forward looking statements made in this release relate only to events as of the date on which the statements are made. Emerald Resources will not undertake any obligation to release publicly any revisions or updates to these forwardlooking statements to reflect events, circumstances or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. This document has been prepared in compliance with the current JORC Code 2012 Edition and the ASX listing Rules.

The Company believes that is has a reasonable basis for making the forward-looking statements in this announcement, including with respect to any production targets and financial estimates, based on the information contained in this announcement. Reference is made to ASX Announcements dated 1 May 2017 and 26 November 2019. All material assumptions underpinning the production target, or the forecast financial information continue to apply and have not materially changed. 100% of the production target referred to in this announcement is based on Probable Ore Reserves.

Emerald has a highly experienced management team, undoubtedly one of the best credentialed gold development teams in Australia with a proven history of developing projects successfully, quickly and cost effectively. They are a team of highly competent mining engineers and geologists who have overseen the successful development of gold projects in developing countries such as the Bonikro Gold Project in Cote d’Ivoire for Equigold NL and more recently, Regis Resources Ltd.

Competent Persons Statements

The information in this report that relates to Exploration and Drill Results is based on information compiled by Mr Keith King, who is an employee to the Company and who is a Member of The Australasian Institute of Mining & Metallurgy. Mr Keith King has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Keith King has reviewed the contents of this release and consents to the inclusion in this announcement of all technical statements based on his information in the form and context in which it appears.

The information in this report that relates to Mineral Resources for the Okvau Gold Deposit was prepared by EGRM Consulting Pty Ltd, Mr Brett Gossage, who is a consultant to the Company, who is a Member of the Australasian Institute of Mining & Metallurgy (AIG), and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined by the 2012 edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Gossage has reviewed the contents of this news release and consents to the inclusion in this announcement of all technical statements based on his information in the form and context in which it appears.

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Information in this announcement that relates to Ore Reserves for the Okvau Gold Deposit is based on, and fairly represents, information and supporting documentation prepared by Mr Glenn Williamson, an independent specialist mining consultant. Mr Williamson is a Member of the Australasian Institute of Mining & Metallurgy. Mr Williamson has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person (or ‘CP’) as defined in the 2012 edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Williamson has reviewed the contents of this news release and consents to the inclusion in this announcement of all technical statements based on his information in the form and context in which it appears.

No New Information

To the extent that announcement contains references to prior exploration results and Mineral Resource estimates, which have been cross referenced to previous market announcements made by the Company, unless explicitly stated, no new material information is contained. The Company confirms that it is not aware of any new information or data that materially affects the information included in the relevant market announcements and, in the case of estimates of Mineral Resources that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

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Emerald Resources NL ACN 009 795 046

Off-market takeover bid for Bullseye Mining Limited

Notice under section 650D of the Corporations Act 2001 (Cth)

Variation of offer – extension of offer period

• To: Australian Securities and Investments Commission ( ASIC );

• Bullseye Mining Limited (ACN 118 341 736) ( Bullseye ); and

each person to whom an Offer was made as described in section 650D(1)(c)(ii) of the Corporations Act 2001 (Cth) (as modified by ASIC Class Order [CO 13/521])

Emerald Resources NL (ACN 009 795 046) ( Emerald ) gives this notice under section 650D of the Corporations Act 2001 (Cth) ( Corporations Act ) in respect of its offer dated 13 December 2021 ( Offer ) in relation to its off-market takeover bid for all of the fully paid ordinary shares in Bullseye Mining Limited (ACN 118 341 736) that it does not have a relevant interest in, pursuant to its bidder’s statement dated 8 December 2021 (as varied) ( Bidder’s Statement ).

Capitalised terms in this notice have the same meaning as given in the Bidder’s Statement, unless the context requires otherwise.

Emerald gives notice under section 650D(1) of the Corporations Act that pursuant to section 650C(1) of the Corporations Act it varies the Offer by:

• (a) extending the period during which the Offer will remain open for acceptance until 5:00pm (WST) on Friday, 13 May 2022 , unless withdrawn or further extended; and

• (b) replacing references to ‘29 April 2022’ with ’13 May 2022’ in all places in the Bidder’s Statement and the Acceptance Form where ’29 April 2022’ appears (or is deemed to appear) as the last day of the Offer Period.

A copy of this notice was lodged with ASIC on 29 April 2022. ASIC takes no responsibility for the contents of this notice.

Date: 29 April 2022

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Morgan Hart Signed for and on behalf of Emerald Resources NL

_________ Mark Clements Signed for and on behalf of Emerald Resources NL