EMMERSON PLC — Capital/Financing Update 2018

May 9, 2018

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION, if you are in any doubt about the contents of this Document you should consult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

This Document comprises a prospectus relating to Emmerson PLC ("Emmerson" or the "Company") prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the "FCA") made under section 73A of FSMA and approved by the FCA under section 87A of FSMA. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules.

The listing of the Ordinary Shares on the Official List was suspended on 17 October 2017 following the announcement by the Company of the Acquisition (as defined herein) which constitutes a Reverse Takeover. It is expected that, in accordance with the listing rules published by the UKLA under section 73A of FSMA as amended from time to time (the "Listing Rules") as the proposed acquisition (the "Acquisition") of Moroccan Salts Limited is classified as a Reverse takeover under the Listing Rules, upon completion of the Acquisition, the UK Listing Authority will cancel the existing listing in the Ordinary Shares immediately before 8.00 a.m. on 4 June 2018. Applications have been made to the UK Listing Authority for all of the issued ordinary shares in the Company (the "Enlarged Ordinary Share Capital") to be admitted to the Official List of the UK Listing Authority (the "Official List") (by way of a standard listing under Chapter 14 of the Listing Rules) and to the London Stock Exchange plc (the "London Stock Exchange") to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that admission of the Enlarged Ordinary Share Capital will become effective, and that unconditional dealings in the Ordinary Shares will commence, at 8.00 a.m. on 4 June 2018.

This Document constitutes an offering document for the purposes of section 45 of the Companies Act 2006 of the Isle of Man ("IOM Companies Act") and is prepared in compliance with the requirements of that section. It is not necessary for this offering document to be filed or registered with any governmental or public body, authority or agency in the Isle of Man either on, before or after the date of its publication and it is not intended that this offering document will be filed with the Registrar of Companies in the Isle of Man, pursuant to section 45(5) of the IOM Companies Act. This Document has not been approved by the Isle of Man Financial Services Authority (''FSA'') or any other regulatory or governmental authority in or of the Isle of Man. Investors are not protected by statutory compensation arrangements and the FSA does not vouch for the financial soundness of the Company or for the accuracy of statements made or opinions expressed about it.

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 19 OF THIS DOCUMENT.

The Directors and the Proposed Directors, whose names appear on page 39 of this Document, and the Company, accept responsibility for the information contained in this Document. To the best of the knowledge of the Directors and the Proposed Directors (who have 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.

EMMERSON PLC

(Incorporated in the Isle of Man with company number 013301V)

Acquisition of the Moroccan Salts Limited

Placing of 200,000,000 Ordinary Shares at £0.03 per Ordinary Share

Re-Admission of 626,132,385 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

BEAUMONT
CORNISH
Limited

Broker, Joint Financial Adviser Financial Adviser and Placing Agent

Issued share capital immediately following Admission Fully Paid Ordinary Shares of nil par value

Number

626,132,385

Beaumont Cornish Limited ("Beaumont Cornish") has been appointed by the Company as financial adviser in connection with the Admission. Beaumont Cornish, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no one else in relation to the Placing and Admission. Beaumont Cornish will not regard any other person (whether or not a recipient of this Document) as its client in relation to the Placing and Admission and will not be responsible to anyone (other than the Company in respect to Admission) for protections afforded to the clients of Beaumont Cornish or for providing any advice in relation to Admission or the Placing, the contents of this Document or any transaction or arrangement referred to herein. No liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information or opinions contained in this Document or for the omission of any material information, for which it is not responsible. However, nothing in this paragraph excludes or limits any responsibility which Beaumont Cornish may have under the Financial Services and Market Act 2000 or the regulatory regime established thereunder, or which, by law or regulation cannot otherwise be limited or excluded.

Optiva Securities Limited ("Optiva" or the "Placing Agent") has been appointed by the Company as financial adviser, broker, and placing agent in connection with the Placing. The Placing Agent, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no one else in relation to the Placing and Admission. The Placing Agent will not regard any other person (whether or not a recipient of this Document) as its client in relation to the Placing and Admission and will not be responsible to anyone (other than the Company in respect to Admission) for protections afforded to the clients of the Placing Agent or for providing any advice in relation to Admission or the Placing, the contents of this Document or any transaction or arrangement referred to herein. No liability whatsoever is accepted by the Placing Agent for the accuracy of any information or opinions contained in this Document or for the omission of any material information, for which it is not responsible. However, nothing in this paragraph excludes or limits any responsibility which the Placing Agent may have under the Financial Services and Market Act 2000 or the regulatory regime established thereunder, or which, by law or regulation cannot otherwise be limited or excluded.

This Document does not constitute an offer to sell, or the solicitation of an offer or invitation to buy or subscribe for, Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company.

GENERAL MEETING

Notice convening a general meeting of the Company to be held at 10.00 a.m. on 1 June 2018 at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW is set out at the end of this Document. The accompanying Form of Proxy for use at the General Meeting should be completed and returned to the Company's registered agent, FIM Capital Limited, at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP or by fax to +44 (0)1624 604790 or by email to jocallaghan@fim.co.im as soon as possible and to be valid must arrive by no later than 48 hours prior to the time and date of the meeting. Completion of the Form of Proxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish.

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. There will be no public offer of the Placing Shares in Australia. Certain eligible investors that are resident in Australia may be invited to apply for Placing Shares only in accordance with all relevant securities laws.

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.

Application has been made for the Ordinary Shares to be admitted to the Official List by way of a Standard Listing. A Standard Listing will afford investors in the Company a lower level of regulatory protection than that afforded to investors in companies with Premium Listings on the Official List, which are subject to additional obligations under the Listing Rules.

It should be noted that the UK Listing Authority will not have authority to (and will not) monitor the Company's compliance with any of the Listing Rules that 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 to so comply.

FORWARD LOOKING STATEMENTS

This Document includes forward-looking statements. These statements relate to, among other things, analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to the Enlarged Group's future prospects, developments and business strategies.

These forward-looking statements are identified by the use of terms and phrases such as ''anticipate'', ''believe'', ''could'', ''estimate'', ''expect'', ''intend'', ''may'', ''plan'', ''predict'', ''project'', ''will'' or the negative of those variations, or comparable expressions, including references to assumptions. These statements are contained in all sections of this Document. The forward-looking statements in this Document are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements but do not extend to the statement by the Directors and the Proposed Directors in paragraph 10 of Part I of this document in relation to sufficiency of working capital.

Certain risks relating to the Enlarged Group are specifically described at page 19 of this Document. If one or more of these risks or uncertainties arises, or if underlying assumptions prove incorrect, the Enlarged Group's actual results may vary materially from those expected, estimated or projected. Given these uncertainties, potential Shareholders should not place over-reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this document. The Company undertakes no obligation to update forward-looking statements or risk factors other than as required by the Listing Rules or applicable law, whether as a result of new information, future events or otherwise.

This Document is dated 9 May 2018

CONTENTS

	Page
SUMMARY	4
RISK FACTORS	20
CONSEQUENCES OF STANDARD LISTING	34
IMPORTANT INFORMATION	35
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	39
STATISTICS	39
DEALING CODES	39
DIRECTORS, SECRETARY AND ADVISERS	40
PART I – LETTER FROM THE COMPANY	42
PART II – INFORMATION ON MOROCCAN SALTS LIMITED	56
PART III – DIRECTORS, PROPOSED DIRECTORS, KEY MANAGEMENT AND CORPORATE GOVERNANCE	61
PART IV – COMPETENT PERSON'S REPORT	63
PART V – THE PLACING	145
PART VI – SHARE CAPITAL, LIQUIDITY AND CAPITAL RESOURCES AND ACCOUNTING POLICIES	147
PART VII (A) – ACCOUNTANT'S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF THE COMPANY	151
PART VII (B) – HISTORICAL FINANCIAL INFORMATION OF THE COMPANY	153
PART VIII (A) – ACCOUNTANT'S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF THE MSL GROUP	161
PART VIII (B) – HISTORICAL FINANCIAL INFORMATION OF THE MSL GROUP	163
PART IX (A) – ACCOUNTANT'S REPORT ON THE PRO FORMA FINANCIAL INFORMATION ON THE ENLARGED GROUP	177
PART IX (B) – PRO FORMA FINANCIAL INFORMATION ON THE ENLARGED GROUP	179
PART X (A) – OPERATING AND FINANCIAL REVIEW OF THE COMPANY	182
PART X (B) – OPERATING AND FINANCIAL REVIEW OF THE MSL GROUP	185
PART XI – TAXATION	188
PART XII – ADDITIONAL INFORMATION	190
PART XIII – NOTICES TO INVESTORS	221
DEFINITIONS	223
GLOSSARY OF TECHNICAL TERMS	229
APPENDIX – NOTICE OF EXTRAORDINARY GENERAL MEETING	236

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A-E (A. 1-E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable".

	SECTION A – INTRODUCTION AND WARNINGS
A1	Warning to investors
	This 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.
	Where a claim relating to the information contained in this Document is brought before a court the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating this Document before legal proceedings are initiated.
	Civil liability attaches only to those persons who have tabled this summary including any translation thereof but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this Document or it does not provide, when read together with the other parts of this Document, key information in order to aid investors when considering whether to invest in such securities.
A2	Consent for intermediaries
	Not applicable; this is not a public offer of securities and consent will not be given by the Company for the use of this Document for subsequent resale or final placement of securities by financial intermediaries.

	SECTION B – ISSUER
B1	Legal and commercial name
	The legal and commercial name of the issuer is Emmerson PLC (the "Company").
B2	Domicile/Legal form/Legislation/Country of incorporation
	The Company was incorporated on 1 March 2016 with limited liability under the laws of the Isle of Man under the Isle of Man Companies Act 2006 ("IOM Companies Act") with an indefinite life. As at the date of this Document, the Company's primary place of business and operations is in London, so is domiciled for tax purposes in England.
B3	Current operations/principal activities and markets
	The ordinary shares of the Company of no par value each (the "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 15 February 2017. The Company was formed to undertake one or more acquisitions of target companies, businesses or assets initially focussing on exploration and/or production companies in the natural resources sector in South East Asia, Africa, and the Middle East.
	On 16 October 2017 the Company executed a binding agreement with Moroccan Salts Limited ("MSL") and the shareholders of MSL (the "Acquisition Agreement") under the terms of which the Company agreed, subject to inter alia Re-Admission, to acquire 100 per cent. of the issued and outstanding shares of MSL.
	The MSL Group, as defined below, is the beneficial owner of 100 per cent. of the Khemisset Project, Morocco. The Khemisset Project is a potash development project.
	Upon Re-Admission following completion of the Acquisition of MSL, the Company will be the holding company of a group which is developing the Khemisset potash project located approximately eighty kilometres east of Rabat in northern Morocco (the "Khemisset Project").
	The Khemisset Project comprises 1 mining licence and 39 research permits (the "Khemisset Licences") in the Rabat/Salé/Zemmour region, Morocco, held by MSL's Moroccan incorporated subsidiaries, MSL Minerals SARL and Mine de Centre SARL. In addition to MSL Minerals SARL and Mine de Centre SARL, MSL has two further dormant subsidiaries JMS SARL and Unisalts SARL (together with MSL, the "MSL Group"). A summary of the Khemisset Licences is set out below:

39 Research Permits, held by MSL Minerals SARL
		Last Renewed (in
		compliance with Law
Permit Number	Date Granted	n° 33-13)	Date of Expiry
3437967	02/08/2015	17/05/2016	01/08/2019*
3437968	02/08/2015	17/05/2016	01/08/2019*
3437969	02/08/2015	17/05/2016	01/08/2019*
3438011	10/10/2016	06/10/2017	09/10/2020*
3438012	10/10/2016	06/10/2017	09/10/2020*
3438013	10/10/2016	06/10/2017	09/10/2020*
3438014	10/10/2016	06/10/2017	09/10/2020*
3438015	10/10/2016	06/10/2017	09/10/2020*
3438016	10/10/2016	06/10/2017	09/10/2020*
3438017	10/10/2016	06/10/2017	09/10/2020*
3438018	10/10/2016	06/10/2017	09/10/2020*
3438019	10/10/2016	06/10/2017	09/10/2020*
3438041	19/12/2016	06/10/2017	18/12/2020*
3438042	19/12/2016	06/10/2017	18/12/2020*
3438043	19/12/2016	06/10/2017	18/12/2020*
3438044	19/12/2016	06/10/2017	18/12/2020*
3438045	19/12/2016	06/10/2017	18/12/2020*
3438046	19/12/2016	06/10/2017	18/12/2020*
3438047	19/12/2016	06/10/2017	18/12/2020*
3438059	26/09/2017	06/10/2017	25/09/2021*
3438060	26/09/2017	06/10/2017	25/09/2021*
3438061	26/09/2017	06/10/2017	25/09/2021*
3438062	26/09/2017	06/10/2017	25/09/2021*
3438063	26/09/2017	06/10/2017	25/09/2021*
3438064	26/09/2017	06/10/2017	25/09/2021*
3438065	26/09/2017	06/10/2017	25/09/2021*
3438171 2138109	18/01/2018 11/08/2015	18/01/2018 11/08/2015	17/01/2021 10/08/2018
2138137	28/12/2015	28/12/2015	27/12/2018
3438068	01/12/2017	06/10/2017	30/11/2021
2138139	09/02/2016	09/02/2016	08/02/2019
2138140	09/02/2016	09/02/2016	08/02/2019
2138141	09/02/2016	09/02/2016	08/02/2019
3438152	31/08/2017	31/08/2017	30/08/2020
3438153	31/08/2017	31/08/2017	30/08/2020
3438154	31/08/2017	31/08/2017	30/08/2020
3438155	31/08/2017	31/08/2017	30/08/2020
3438156	31/08/2017	31/08/2017	30/08/2020
3438157	03/11/2017	03/11/2017	02/11/2020
	Mining Licence held by Mine de Centre SARL
	Last Renewed (in
	compliance with Law
Licence Number	n° 33-13)	Date Granted	Date of Expiry
343166	20/05/2016	17/09/2015	16/09/2019
*	All these permits have already been renewed for a four year period and are not renewable beyond the date stated. Under the Moroccan Mining Code upon the discovery of a workable deposit within the area covered by a research permit, the Group has a right to apply for a mining licence in respect of the relevant area.
	The Khemisset Project is a potash exploration property located some 80 km east of Rabat and covering an area of approximately 60 km by 20 km. No potash mining has taken place to date. The Directors believe the Khemisset Project has the potential to be a significant producer of muriate of potash ("MOP"), considered the most globally important source of potash.
	Three previous drilling campaigns have been performed in the Khemisset Basin, targeting potash; two historical exploration campaigns and one recent verification program. The first, carried out by the association Bureau de Recherches et de Participations Minieres ("BRPM") and Mines Domaniales des Potasses d'Alsace ("MDPA") between 1955 and 1958, consisted of 9 drillholes, totalling 7,518 drilled metres. The second one was performed by BRPM between 1962 and 1969 and included 124 new	drillholes. The drilled metres in both historical campaigns totalled 85,315 m. The most recent drilling

On 12 October 2017 title to mining licence number 343166 (the "Mining Licence") was transferred from Westmin SARL, an unrelated Moroccan company ("Westmin"), to Mine de Centre SARL, a wholly owned subsidiary of MSL. Prior to 12 October 2017 work on the Mining Licence was undertaken by JMS SARL, a subsidiary of MSL Minerals SARL (which is wholly owned subsidiary of MSL) under a lease agreement from Westmin. The Mining Licence is for evaporites and extends to potash and potash extraction activities. The Mining Licence allows the MSL Group to conduct potash exploration activities on the licence area. Within the licence area of the Mining Licence is a decline for a small, historic salt mining operation and associated evaporation ponds constructed by the previous operator (the "Suspended Salt Mine"). No development activities are on-going at this site but upon expiry of this licence, Westmin will be required to rehabilitate the area in accordance with Moroccan Law.

Recent exploration work by the MSL Group has advanced the Khemisset Project to the stage where MSL has declared a maiden Mineral Resource Estimate in compliance with the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia, as amended (the "JORC Code").

Resources in accordance with the JORC Code.

The SRK Classified Mineral Resource Statement is shown below. The Mineral Resource is contained entirely within the exploration and mining licences displayed in figures 5-2 and 5-3 of the CPR.

SRK Mineral Resource Statement for the Khemisset Potash Deposit, effective date February 2018

Classification	Deposit	Tonnage (Mt)	% K2O	Thickness
Inferred	East Central Southwest	253.2 58.2 ––––––––––––	10.3 9.5 ––––––––––––	2.3 2.6 ––––––––––––
Total		311.4 –––––––––––– ––––––––––––	10.2 –––––––––––– ––––––––––––	2.4 –––––––––––– ––––––––––––

* Reported above a cut-off grade of 8.5 per cent. K2O and a minimum thickness of 1.5m

Following Admission the Enlarged Group has approved a work programme for 2018/2019 (the "2018/2019 Work Programme and Budget"), which includes:

• ● Geology desktop work;
• ● Topographical and seismic survey;
• ● Drilling works;
• ● Scoping study (including baseline environmental studies and permitting work); and
• ● Metallurgical testing is planned to be undertaken early in 2019.

The principal aims of the 2018/2019 Work Programme and Budget are to gain further geological information to understand the potential faulting, verify the potash grade and continuity, and further understand the mineralogy within the most prospective parts of the Khemisset Project. The programme also aims to understand the presence of rinneite within the north-eastern part of the Khemisset Project. The drilling will also aim to infill the initial mining area to a denser sample grid which may enable parts of the Mineral Resource to have sufficient confidence to be reported as Indicated. SRK Consulting (UK) Limited ("SRK") has been requested by the Company to prepare a Competent Persons Report ("CPR") on the Khemisset Project and has confirmed that it considers the 2018/2019 Work Programme and Budget warranted. SRK believes that the information gained from this programme will address faulting and mineralogy risks associated with the Khemisset Project. SRK has confirmed that the 2018/2019 Work Programme and Budget, and accompanying budget presented for the required work, is reasonable and achievable over the 12 months following Admission.

The Potash Market

The term potash refers to a group of potassium bearing minerals and chemicals. Potash is a fertiliser used in potassium deficient soil, to increase crop yields and improve the quality of the plant. It may be used in combination with nitrogen and phosphate, to increase the yields of important crops such as corn, soybeans, grains, and rice. Potassium protects plants from extreme temperatures, helps plants to fight stress and disease, reduces wilting, strengthens roots and stems, and assists in transferring food. It activates plant enzymes to ensure plants use water efficiently.

Potassium chloride ("KCl"), or MOP, is the most globally important source of potash. Sulphate of potash ("SOP") is less common and sells for a premium price.

Potash plays a central role in helping feed the world's growing population. Approximately 95 per cent. of world potash production is used as fertiliser, the rest is used in a variety of chemical and manufactured products. There is no substitute for potash.

		As at the date of this Document and following completion of the Acquisitions and Placing, the Directors, the Proposed Directors and Key Management will be interested directly or indirectly in the Company's issued share capital of the Company, on Re-Admission, as follows:
		Number of
	Director/	Ordinary	Percentage	Number of	Percentage of
	Proposed	Shares as at the	of Current	Ordinary	Ordinary
	Director & Key	date of this	Issued	Shares on	Shares on
	Management	Document	Share Capital	Re-Admission*	Re-Admission
	Robert Wrixon**	NIL	NIL	44,233,411	7.06%
	Cameron Pearce	6,000,001	12.45	6,000,001	0.96%
	Sam Quinn	3,000,001	6.23	3,000,001	0.48%
	Hayden Locke	NIL	NIL	827,423	0.13%
	Ed McDermott	NIL	NIL	NIL	NIL
	* sole legal and beneficial owner.	Excludes interests in Ordinary Shares pursuant to options to be granted to certain management and employees of Group Companies over Ordinary Shares ("Options") on Admission. As at the date of this Document and conditional upon Re-Admission Robert Wrixon will be interested in Options over 6,000,000 Ordinary Shares, Hayden Locke will be interested in Options over 12,000,000 Ordinary Shares (to be granted to Mr Locke's consulting company Bentley Capital Limited), and Ed McDermott will be interested in Options over 6,000,000 Ordinary Shares. Mr Jeffrey Lindhorst, the Exploration manager of MSL will be interested in Options over a total of 1,500,000 new Ordinary Shares. Mr Said Hamdioui,, director of MSL Minerals SARL (MSL's wholly owned Moroccan subsidiary will be granted 6,000,000 options on Admission in accordance with the terms of his consulting agreement with MSL All of the options are exercisable at the Placing Price Mr Wrixon's shareholding is held by Good Spirit International Limited, a company of which Mr Wrixon is the
B7		Selected historical key financial information Upon Re-Admission, the Acquisition will be completed and the Company will be the holding company of the MSL Group. Accordingly, this Document contains historical financial information for the Company and the MSL Group along with pro forma financial information for the Enlarged Group.
	The Company
		On 4 April 2018 the Board of Directors of the Company passed resolutions to approve a change to the financial year end of the Company to 31 December. The change to the Company's year-end was to make the Company's financial reporting consistent with the year-end date for the MSL Group.
	as at 31 December 2017.	The tables below set out a summary of the Company Financial Information as extracted from Part VII(B) "Historical Financial Information of the Company" of this Document. The Company was incorporated on 1 March 2016 and its financial year end is 31 December. During the period from incorporation to 31 December 2017, the Company raised cash of £1,133,000 through the issue of new Ordinary Shares. After admission, administrative and personnel expenditure the Company had cash reserves of £565,000
		Summary statements of financial position
				Audited as at	Audited as at
				31 March 2017	31 December 2017
				£'000	£'000
	Current assets
	Cash and cash equivalents Prepayments			797 7	565 10
	Total current assets			–––––––––––– 804	–––––––––––– 575
	Current liabilities
	Trade and other payables			37 ––––––––––––	15 ––––––––––––
	Total current liabilities			37 ––––––––––––	15 ––––––––––––
	Net assets			767 ––––––––––––	560 ––––––––––––
	Equity
	Stated capital			967	967
	Retained earnings			(200) ––––––––––––	(407) ––––––––––––
	Total equity			767 –––––––––––– ––––––––––––	560 –––––––––––– ––––––––––––

Summary income statements
	Audited 13 months ended 31 March 2017 £'000	Audited 9 months ended 31 December 2017 £'000
Administrative fees and other expenses	(200)	(207)
Operating loss Finance revenue Finance expense	–––––––––––– (200) – – ––––––––––––	–––––––––––– (207) – – ––––––––––––
Loss before tax Income tax	(200) – ––––––––––––	(207) – ––––––––––––
Loss for the period and total comprehensive loss for the period	(200) ––––––––––––	(207) ––––––––––––
Basic and diluted loss per Ordinary Share (pence)	(1.21)	(0.43)
Summary cash flows
	Audited 13 months ended 31 March 2017 £'000	Audited 9 months ended 31 December 2017 £'000
Operating activities Loss after tax Changes in working capital Increase in trade and other receivables	(200) (7)	(207) (3)
Increase/(decrease) in trade and other payables	37 ––––––––––––	(22) ––––––––––––
Net cash flows from operating activities Financing activities	(170)	(232)
Ordinary Shares issued (net of issue costs)	967 ––––––––––––	– ––––––––––––
Net cash flows from financing activities	967 ––––––––––––	– ––––––––––––
Increase/(decrease) in cash and cash equivalents Cash and cash equivalents as at the start of the period	797 – ––––––––––––	(232) 797 ––––––––––––
		565

The tables below set out a summary of the MSL Financial Information as extracted from Part VIII (B) "Historical Financial Information of the MSL Group" of this Document. During the three-year period ended 31 December 2017 no revenues were earned by the MSL Group on the basis that the MSL Group's activities remained focussed on exploration activities in Morocco. During the three-year period, the MSL Group incurred exploration expenditure on its permit and licence portfolio of \$341,000. Other administrative expenditure of \$878,000 included \$365,000 of wages and salaries, \$110,000 of professional fees, \$102,000 of consultancy fees, \$92,000 of travel, \$47,000 of accountancy fees, \$16,000 of technical services and \$122,000 of other expenditure.

At the start of the period, the MSL Group had cash reserves of \$390,000. After settling the above exploration and administration costs of \$1,195,000 and the receipt of shareholders' loans of \$577,000 and convertible preference shares of \$950,000, the MSL Group had cash reserves of \$564,000 as at 31 December 2017.

	Audited as at	Audited as at	Audited as at
	31 December 2015 \$'000	31 December 2016 \$'000	31 December 2017 \$'000
Non-current assets Intangible assets Other fixed assets	2,968 108	3,036 109	3,113
Current assets Sundry debtors and prepayments Cash and cash equivalents	99 783	8 215
Total current assets	–––––––––––– 882	–––––––––––– 223	––––––––––––
Current liabilities Convertible loan notes Trade and other payables	– 1,478	– 1,353	1,061 1,037
Total current liabilities	–––––––––––– 1,478	–––––––––––– 1,353	–––––––––––– 2,098
Net assets	–––––––––––– 2,480 ––––––––––––	–––––––––––– 2,015 ––––––––––––	–––––––––––– 1,592 ––––––––––––
Equity Share capital Share reserve Translation reserve Retained earnings	701 2,385 – (606)	1,701 1,500 (2) (1,184)	1,701 1,500 (1,616)
Total equity	–––––––––––– 2,480 –––––––––––– ––––––––––––	–––––––––––– 2,015 –––––––––––– ––––––––––––	–––––––––––– 1,592 –––––––––––– ––––––––––––
	Audited	Audited	Audited
	year ended 31 December 2015 \$'000	year ended 31 December 2016 \$'000	year ended 31 December 2017 \$'000
Administrative fees and other expenses Exploration expenditure	(285) (14)	(294) (284)
Operating loss Finance income	–––––––––––– (299) 5	–––––––––––– (578) –
Finance cost	– –––––––––––– 5	– –––––––––––– –
Loss before tax Income tax	–––––––––––– (294) –	–––––––––––– (578) –
Other comprehensive (loss)/income (Loss)/gain on exchange	–	(2)	–––––––––––– –––––––––––– ––––––––––––
	–––––––––––– – ––––––––––––	–––––––––––– (2) ––––––––––––	–––––––––––– ––––––––––––

Summary cash flows
	Audited	Audited	Audited
	Year ended	Year ended	Year ended
	31 December	31 December	31 December
	2015	2016	2017
	\$'000	\$'000	\$'000
Net loss before tax Finance expenses Finance income (Increase)/decrease in prepayments and other receivables Increase in trade and other payables	(294) – (5) (95) 21 ––––––––––––	(578) – – 92 2 ––––––––––––	(432) (111) – (4) 4 ––––––––––––
Net cash used in operating activities	(373)	(484)	(321)
	––––––––––––	––––––––––––	––––––––––––
Exploration expenditure	–	(68)	(77)
(Purchase) / Disposal of fixed assets	–	(1)	108
Deferred consideration paid	(119)	(130)	(203)
Net cash (used in) investing activities	––––––––––––	––––––––––––	––––––––––––
	(119)	(199)	(280)
Shares issued (net of issue costs) Convertible loan notes issued (net of issue costs)	–––––––––––– 885 – ––––––––––––	–––––––––––– 115 – ––––––––––––	–––––––––––– – 950 ––––––––––––
Net cash from financing activities	885	115	950
	––––––––––––	––––––––––––	––––––––––––
Net cash increase/(decrease)	393	(568)	349
	––––––––––––	––––––––––––	––––––––––––
Cash brought forward	390	783	215
	––––––––––––	––––––––––––	––––––––––––
Cash carried forward	783	215	564
	––––––––––––	––––––––––––	––––––––––––

Shares to satisfy the conversion of the \$950,000 Convertible Loan (the "CLN Shares"), (iv) the issue of the Placing Shares; and (v) the payment of the Costs, on the net assets of the Company had the Admission occurred on 31 December 2017 and on the earnings of the Company for the nine-month period then ended.

The Pro Forma Financial Information has been prepared for illustrative purposes only. Because of its nature, the Pro Forma Financial Information addresses a hypothetical situation and, therefore, does not represent the Company's actual financial position or earnings.

Unaudited pro forma statement of financial position

Intangible assets	Company as at 31 December 31 December 2017 (Note 1) £'000 –	MSL Group as at 2017 (Note 2) £'000 2,306	Adjustment Acquisition and consolidation adjustments (Note 3) £'000 –	Adjustment Issue of Conversion Shares (Note 4) £'000 –	Adjustment sheet of the Placing and Costs (Note 5) £'000 –	Unaudited pro forma balance Enlarged Group £'000 2,306
Other fixed assets	– ––––––––––	1 ––––––––––	– ––––––––––	– ––––––––––	– –––––––––––––––––––––	1
Non-current assets Prepayments Cash at bank	– 10 565 ––––––––––	2,307 8 418 ––––––––––	– – – ––––––––––	– – – ––––––––––	– – 5,275 –––––––––––––––––––––	2,307 18 6,258
Current assets	575 ––––––––––	426 ––––––––––	– ––––––––––	– ––––––––––	5,275 –––––––––––––––––––––	6,276
Total assets	575 ––––––––––	2,733 ––––––––––	– ––––––––––	– ––––––––––	5,275 ––––––––––	8,583 –––––––––
Stated capital Share reserve Translation reserve Merger reserve Accumulated deficit	–––––––––– 967 – – – (407) ––––––––––	–––––––––– 1,260 1,111 5 – (1,197) ––––––––––	–––––––––– 8,740 (1,111) (5) (8,821) 1,197 ––––––––––	–––––––––– 704 – – – 82 ––––––––––	–––––––––– 5,308 – – – (33) –––––––––––––––––––––	––––––––– 16,979 – – (8,821) (358)
Equity Trade payables Convertible loan notes Accruals	560 4 – 11 ––––––––––	1,179 768 786 – ––––––––––	– – – – ––––––––––	786 – (786) – ––––––––––	5,275 – – – –––––––––––––––––––––	7,800 772 – 11
Total liabilities	15 ––––––––––	1,554 ––––––––––	– ––––––––––	(786) ––––––––––	– –––––––––––––––––––––	783
Total equity and liabilities	575 –––––––––– ––––––––––	2,733 –––––––––– ––––––––––	– –––––––––– ––––––––––	– –––––––––– ––––––––––	5,275 –––––––––– ––––––––––	8,583 ––––––––– –––––––––

Unaudited pro forma statement of comprehensive income
	Company 9 months ended 31 December 31 December 2017 (Note 1) £'000	MSL Group 9 months ended 2017 (Note 2) £'000	Adjustment Acquisition and consolidation adjustments (Note 3) £'000	Adjustment Issue of Conversion Shares (Note 4) £'000	Adjustment Placing and Costs (Note 5) £'000	Unaudited pro forma results of the Enlarged Group £'000
Administrative expenses	(207) ––––––––––	(190) ––––––––––	– ––––––––––	– ––––––––––	(33) –––––––––––––––––––––	(430)
Operating loss Finance income Finance expense	(207) – –	(190) 12 (62)	– – –	– – 62	(33) – –	(430) 12 –
Loss before tax Income tax Gain on exchange	–––––––––– (207) – –	–––––––––– (240) – 5	–––––––––– – – –	–––––––––– 62 – –	––––––––––––––––––––– (33) – –	(418) – 5
Loss for the period and total comprehensive loss for the period	–––––––––– (207) –––––––––– ––––––––––	–––––––––– (235) –––––––––– ––––––––––	–––––––––– – –––––––––– ––––––––––	–––––––––– 62 –––––––––– ––––––––––	––––––––––––––––––––– (33) –––––––––– ––––––––––	(413) ––––––––– –––––––––

Notes:

With respect to the financial information relating to the statement of financial position of the MSL Group as at 31 December 2017, such information has been extracted without adjustment from the audited MSL Group Financial Information set out in Part VIII (B) "Historical Financial Information of the MSL Group" of this Document, translated from \$ to £ at the rate of \$1.35 to £1.

1. With respect to the financial information relating to the statement of comprehensive income of the MSL Group for the nine-month period ended 31 December 2017, such information has been extracted from the audited MSL Group Financial Information set out in Part VIII (B) "Historical Financial Information of the MSL Group" of this Document, translated from \$ to £ at the rate of \$1.35 to £1, and adjusted for the loss reported in the three-month period ended 31 March 2017. The adjustment is as follows:

		Adjustment
	MSL Group	MSL Group	MSL Group
	year ended	3 months	9 months
	31 December	ended	ended
	2017	31 March 2017	31 March 2017
	(Note 1)	(Note 2)	(Note 3)
	£'000	£'000	£'000
Administrative expenses	(253) ––––––––––––	(63) ––––––––––––	(190) ––––––––––––
Operating loss	(253)	(63)	(190)
Finance income	16	4	12
Finance expense	(82) ––––––––––––	(20) ––––––––––––	(62) ––––––––––––
Loss before tax	(319)	(79)	(240)
Income tax	–	–	–
Gain on exchange	7 ––––––––––––	2 ––––––––––––	5 ––––––––––––
Loss for the period and total
comprehensive loss for the period	(312)	(77)	(235)
	–––––––––––– ––––––––––––	–––––––––––– ––––––––––––	–––––––––––– ––––––––––––

1. The Acquisition adjustment reflects the issue of 333,333,333 Ordinary Shares at £0.03 each, conditional on Admission, resulting in an increase of £10,000,000 to share capital. The £10,000,000 value of Ordinary Shares issued, less the £1,179,000 net liabilities acquired on the acquisition of the MSL Group, results in a merger reserve balance of £8,821,000 within equity.

2. The adjustment of £704,000 within equity reflects the issue of the 30,115,708 Conversion Shares to satisfy the conversion of the Loan Notes into Ordinary Shares of the Company. The adjustment of £82,000 to the accumulated deficit reflects the reversal of the interest expense charged on the Convertible Loan upon conversion.

3. The adjustment of £5,308,000 to share capital represents the value of the 200,000,000 Placing Shares at £0.03, less £692,000 of transaction Costs allocated to share capital in accordance with IFRS. The balance of the £725,000 Costs not allocated to share capital, being £33,000, has been allocated against administrative expenses in accordance with IFRS.

4. The Pro-Forma Financial Information does not reflect any changes in the trading position or any other changes arising from other transactions, since 31 December 2017 for the Company and the MSL Group.

B9 Profit forecast or estimate

Not applicable; no profit forecast or estimate is made.

B10 Qualified audit report

Not applicable, there are no qualifications in the accountants' report on the historical financial information.

B11 Working capital explanation

The Company is of the opinion that the working capital available to the Enlarged Group is sufficient for its present requirements, that is, for at least the twelve months from the date of this Document.

^1. The financial information relating to the Company has been extracted without adjustment from the audited Company Financial Information set out in Part VII (B) "Historical Financial Information of the Company" of this Document.

	SECTION 3 – SECURITIES
C1	Description of the type and the class of the securities being offered
	The securities subject to Admission are ordinary shares of nil par value each which will be registered with ISIN IM00BDHDTX83, SEDOL BDHDTX8 and LEI 213800JA8ZK1K6CWYP61.
C2	Currency of the securities issue
	The Ordinary Shares are denominated in UK Sterling and the subscription price paid in respect of the Placing is in UK Sterling.
C3	Issued share capital
	On Re-Admission there will be 626,132,385 Ordinary Shares of nil par value each in issue comprising 48,183,344 Existing Ordinary Shares, 333,333,333 Consideration Shares, 30,115,708 CLN Shares, 14,500,000 Ordinary Shares to be issued to Max Capital Pty Ltd (the "Fee Shares") and the 200,000,000 Placing Shares to be issued pursuant to the Placing. The only condition to completion of the Placing is Admission. All funds in relation to the Placing have been raised by the Company and are being held in escrow by Optiva pending Admission.
C4	Rights attached to the securities
	Each of the Placing Shares, the Consideration Shares, the Fee Shares and the CLN Shares are issued as Ordinary Shares and shall on Admission rank pari passu for Voting Rights, dividends and distributions and return of capital on winding up with the Existing Ordinary Shares.
	Each Ordinary Share confers the right to receive notice of and attend all meetings of Shareholders. Each holder of Ordinary Shares present at a general meeting in person or by proxy or by its authorised corporate representative has one vote, and, on a poll, one vote for every Ordinary Share of which he is a holder.
	The Company must hold an annual general meeting each calendar year in addition to any other general meetings held in the year. The Directors can call a general meeting at any time. All members who are entitled to receive notice under the Articles must be given notice.
	Subject to the IOM Companies Act (and, in particular, the Company passing the solvency test contained in the IOM Companies Act at the relevant time of the making of the distribution or payment of the dividend, as the case may be), the Directors may declare dividends and distributions to be paid to members of the Company according to the rights attaching to Ordinary Shares. The declaration of the Directors as to the amount of the dividend or distribution available shall be final and conclusive.
	On a voluntary winding-up of the Company, the liquidator may, with the sanction of a special resolution of the Company and subject to the IOM Companies Act, having realised the Company's assets and discharged the Company's liabilities, divide amongst the Shareholders in specie the whole or any part of the assets of the Company, or vest the whole or any part of the assets in trustees upon such trusts for the benefit of the member(s) as the liquidator shall determine.
C5	Restrictions on transferability
	Not applicable – all Ordinary Shares are freely transferable.
C6	Application for admission to trading on a regulated market
	As the Acquisition is classified as a Reverse Takeover under the Listing Rules, upon completion of the Acquisition the listing on the standard listing segment of the Official List of all of the Existing Share Capital will be cancelled, and application will be made for the immediate admission of the Enlarged Ordinary Share Capital to the Official List of the UKLA by means of a Standard Listing and to trading on the London Stock Exchange's Main Market for listed securities. It is expected that Re-Admission will become effective and that unconditional dealings will commence on the London Stock Exchange at 8.00 a.m. on 4 June 2018. The Ordinary Shares will not be listed on any other regulated market.
C7	Dividend Policy
	The objective of the Directors and the Proposed Directors is the achievement of substantial capital growth. In the short term they do not intend to declare a dividend.

SECTION D – RISKS
D1 Key information on the key risks that are specific to the issuer or its industry
	Risks associated with the Company and the Khemisset Project
	● While the Company has investigated the MSL Group's title to, and rights and interests in, the Khemisset Licences making up the Khemisset Project, and to the best of its knowledge, such title and interests are in good standing, this should not be construed as a guarantee of the same.

● The Khemisset Licences contain minimum exploration expenditure and work programme requirements in respect of each research permit during its term. If the MSL Group is unable to meet this minimum required expenditure or work programme it may lose its right to apply for a renewal of such permit or an exploitation permit or mining licence in respect of the research permit or mining licence area. Upon Re-Admission, the Company will have sufficient funds to meet the minimum exploration expenditure and work programme requirements in respect of each research permit for the working capital period, that is, the period of 12 months following Re-Admission (the "Working Capital Period"). If the Company was not able to raise the funds required to meet minimum expenditure obligations occurring after the Working Capital Period but before expiry of
the relevant Khemisset Licence, the Khemisset Licences may not be renewed upon expiry. ● Some of the licences in which the MSL Group has interests are subject to renewal conditions. While the Company and the MSL Group (together, following Admission the "Enlarged Group") currently anticipates that subsequent renewals will be given as and when sought, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed. The Mining Licence expires in September 2019 and will require renewal. Some of the research permits in which the Enlarged Group have an interest have already been renewed and therefore are not eligible for review. Therefore if a workable deposit is not discovered before the research permit expires, the Enlarged Group will not be able to continue exploring that licence area. There can be no assurance that the Enlarged Group will discover workable deposits in respect of all the areas subject to Research Permits before they expire and therefore the Company may lose the right to explore those areas.
● Rinneite has historically been logged in the northeast of the Khemisset Project. There is limited additional information on the mineralogy of potash within the project area. Rinneite (3KCl.NaCl.FeCl2) is a lesser known potash mineral which is currently only commercially mined in conjunction with carnallite and sylvinite ores. This will have an impact on processing, where rinneite may need to blended or treated through a different processing route.
● Historical seismic interpretation has indicated numerous faults in the central area of the Khemisset Project area, with a displacement of up to 85 metres. While this doesn't preclude economic extraction it may increase capital requirements during the life of a mine. No other faults have been modelled at this stage however it is likely that further exploration will identify further faulting.
● The Khemisset Project is composed of four separate deposits, three of which are near each other. These deposits will require additional primary and secondary underground infrastructure to access the resource, impacting on capital and operating costs during the life of mine.
● The Enlarged Group's planned scoping study will be completed prior to obtaining results from metallurgical testwork. Metallurgical assumptions will have to be made in advance of obtaining project specific results. These assumptions may prove to be wrong impacting the accuracy of the scoping study once completed.
● The Enlarged Group will be required, prior to the commencement of mining, to submit an EIA and receive an environmental permit from the Moroccan Government. The Enlarged Group intends to complete environmental and social baseline and impact assessments in line with the Equator Principles and IFC Performance Standards as part of its future assessment of the Khemisset Project (the "ESIA Study"). Any delay in completing the ESIA Study, or receiving approval of the study from the Moroccan Government, or increased costs associated with implementation of the plan set out, may adversely affect the performance of the Group.
● The Enlarged Group will initially focus on the exploration and development of the Khemisset Project; however, there can be no assurance that any project will be brought into production, or that any project will ever be profitable.
● Due to the proximity of the Khemisset Project to the town of Khemisset, Morocco, and surrounding rural communities, the Khemisset Project has a number of associated risks to manage: a) an effective stakeholder engagement programme will be essential to develop constructive relationships with surrounding stakeholders as the project progresses. Poor stakeholder relations could present a risk of disruption to future exploration activities and permitting processes whilst positive relations provide an opportunity for the project to result in shared value and the associated social licence to operate; b) Resettlement (economic or physical) is likely to be required for certain business established and/or residents living within the project area in the future. If the Enlarged Group wishes to meet good international industry practice with regards to resettlement, a specific resettlement process will need to be followed that could require significant time and financial resources and c) the impact on surrounding water resources will need to be considered.
● The Khemisset Project is still at an early stage of project development and further consideration will need to be given to environmental and social issues affecting the project. In addition, whilst the Khemisset Project has a JORC compliant resource in place there can be no guarantee that this will be upgraded to a reserve in due course.
● Under the terms of the MSL Group's Mining Licence, MSL is required, under Moroccan Law, to rehabilitate the area affected by further mining activities; accordingly there will be a potential cost associated with undertaking this obligation. Whilst the Group is not primarily liable for potential liabilities associated with rehabilitation of land and environment affected by the Suspended Salt Mine's historic activities, failure by the previous operators to rehabilitate the land in accordance with

their obligations may affect the Group's operations and cause unexpected liabilities to be incurred.

• ● There may also be unforeseen environmental liabilities resulting from both future or historic exploration or mining activities, which may be costly to remedy. In addition, potential environmental liabilities as a result of unfulfilled environmental obligations by the previous owners may impact the Enlarged Group. If the Enlarged Group is unable to fully remedy an environmental problem, it may be required to stop or suspend operations or enter into interim compliance measures pending completion of the required remedy. The Enlarged Group has not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) as it is not generally available at a price which the Enlarged Group regards as reasonable.
• ● Surface infrastructure associated with the Enlarged Group's strategy to develop a future mine, such as underground portal, process plant and waste storage facilities, will require the Enlarged Group to acquire land rights across a large surface area. Depending on the location of this infrastructure, there may be a need to relocate residential properties or compensate land owners for long-term loss of income, for example from agricultural land; such costs could be significant and add to the expected capital costs of the Khemmiset Project.
• ● Although the Enlarged Group will have sufficient working capital to fund its exploration activities at the Khemisset Project for at least 12 months from the date of Admission (the "Working Capital Period"), the Company will need to raise additional capital in the future to fund exploration work at and the development of the Khemisset Project over the term of the Khemisset Licences. In particular, the Company may need to raise additional funds to meet minimum expenditure obligations of the Group in relation to the Khemisset Licences falling due after the Working Capital Period but prior to the expiry of some or all of the Khemisset Licences.

Risks Associated with operating in Morocco

• ● The Enlarged Group's operating activities are subject to laws and regulations governing its operations. While the Enlarged Group believes that it is in substantial compliance with all material current laws and regulations affecting its activities, future changes in applicable laws, regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Enlarged Group or its properties, which could have a material adverse impact on the Enlarged Group's current operations or planned exploration and development projects.
• ● The Khemisset Project is located in Morocco. The Enlarged Group's activities may be affected in varying degrees by political stability and governmental regulations. Any changes in regulations or shifts in political attitudes in these countries or any other countries in which the Enlarged Group may operate are beyond the control of the Enlarged Group and may adversely affect its operations.
• ● The New Mining Code provides a legal structure that contemplates, and indeed depends on, various regulatory texts and legislative instruments which have yet to be published. These regulations will provide greater detail to the New Mining Code's existing provisions, and may grant the Government a right of participation in mining projects, or other form of free carry interest, or impose royalties or other taxes on the activities of resource companies (including potash). Any such change may have an adverse impact on the valuation of the Company and the Group's future share of revenues from mining activities.
• ● Morocco may have a less developed legal system than more established economies which could result in risks such as (i) effective legal redress in the courts, whether in respect of a breach of law or regulation, or in an ownership dispute, being more difficult to obtain; (ii) a higher degree of discretion on the part of governmental authorities; (iii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; (v) relative inexperience of the judiciary and courts in such matters and (vi) political interference or corruption in the administration of justice. There can be no assurance that joint ventures, licences, licence applications or other legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness of and enforcement of such arrangements in these jurisdictions cannot be assured.
• ● The Company is conducting its exploration and mining activities entirely in Morocco. The Company believes that the Government of Morocco supports the development of natural resources. There is no assurance that future political and economic conditions in Morocco will not result in the Government of Morocco adopting different policies in relation to foreign investment and development and ownership of mineral resources.
• ● Some North African countries have experienced in the recent past or are currently experiencing political, social, religious and/or economic instability. While Morocco is currently politically stable, there can be no assurance that this will continue to be the case.

Risks Associated with Potash Exploration and the Potash Market

• ● The development and success of any project of the Enlarged Group will be primarily dependent on the future price of potash. Potash prices are subject to significant fluctuation and are affected by a number of factors which are beyond the control of the Company.
• ● Mineral exploration and development involves a high degree of risk. Few properties which are explored are ultimately 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. Once mineralisation is discovered, it may take several years of drilling and development until production is possible during which time the economic feasibility of production may change.
●	The Enlarged Group will continue to rely upon consultants and others for exploration and development expertise. Substantial expenditures are required to establish resources and reserves through drilling, to develop mineral processes to extract the product from the resource and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that the minerals will be discovered in sufficient quantities and/or quality to justify commercial operations or that funds required for development can be obtained on a timely basis. As a result of these uncertainties, there can be no assurance that mineral exploration and development of the Enlarged Group's properties will result in profitable commercial operations.
●	A number of macroeconomic factors, including changes in world population and income growth, drive demand for fertilisers. The relationship between population and demand for fertiliser is closely linked. Rising population numbers increase demand for food, including crops and meat Although global cereal prices are expected to benefit in the medium term from modest nominal price increases (according to joint Organisation for Economic Co-operation and Development and Food and Agriculture Organisation of the United Nations research), global prices for fertiliser, including potash-based fertilisers may fail to benefit from any such increases and remain low.
●	The demand for the Company's potash may be negatively impacted by advances in technology and the development of new competing fertilisers. For example, more efficient application methods for plant nutrition products or the development of more desirable substitutes may reduce overall demand for fertilisers such as potash. Any of these developments could have a material adverse effect on the Company's business, financial condition or results of operations.
●	The activities of the Enlarged Group will be subject to all of the hazards and risks normally incidental to 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 economic 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.
●	Mineral resource estimates are estimates only and no assurance can be given that any particular grade, stripping ratio or grade of minerals will in fact be realised or that an identified reserve or resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited.
●	While the sale of potash is principally in US Dollars throughout the world, a significant portion of the Enlarged Group's expenses incurred in connection with the Khemisset Project will be in the local currency of Morocco, the Moroccan Dirham (MAD). As a result, fluctuations in currency exchange rates could have a material adverse effect on the financial condition, results of operation or cash flow of the Enlarged Group.
●	Since potash is a commodity which may be perceived to have minimal product differentiation, producers compete largely on price, quality and their ability to offer fast delivery times and supply high quality product. The Company's competitors may have substantial strategic advantages over the Company. In addition, new competitors could obtain access to reserves of potash through new discoveries or to the extent existing deposits or greenfield projects become more economically viable.
●	The Company has a small management team and the loss of a key individual could have an adverse effect on the future of the Enlarged Group's business. The Enlarged Group's future success will also depend in large part upon its ability to attract and retain highly skilled personnel.
●	Development of the Khemisset Project will require the Enlarged Group to engage contractors, sub contractors and consultants. The Company will require many of the same skillsets sought by other natural resource companies and it will be competing with these other natural resource companies in finding qualified contractors, sub-contractors and consultants. If contractors with the required skills are not available, the Company may incur significantly higher costs and experience delays.
●	The Enlarged Group's exploration activities will continue to be dependent upon the grant of appropriate licences, concessions, leases, permits and regulatory consents, which may not be granted or may be withdrawn or made subject to limitations. There is no guarantee that, upon completion of any exploration programme, a mining or exploitation licence will be granted with respect to the exploration territory.
●	The successful development of the Khemisset Project depends on adequate infrastructure and transportation systems. The regions of Morocco in which the Khemisset Licences are located are sparsely populated and some parts of the properties are difficult to access. Any such issues in respect of the infrastructure supporting or at the Khemisset Project could materially and adversely affect the Enlarged Group's business, results of operations, financial condition and prospects.

	● The Company's ability to develop the Khemisset Project will be reliant on the availability of adequate utilities such as power and water. There can be no guarantee that such utilities will be available at an economically viable level.
D2	Key information on the key risks that are specific to the securities
	Risks relating to the Ordinary Shares
	● The Company does not current comply with the QCA Guidelines on Corporate Governance and whilst the Board is committed to good corporate governance the Company's corporate governance currently departs from those of a typical listed company.
	● The issue of the Placing Shares, the Consideration Shares, the Fee Shares and the CLN Shares will dilute investors. In addition, an issue of new Ordinary Shares pursuant to a future fundraising will dilute the interests of investors and/or have an adverse effect on the market price of the Ordinary Shares.
	● 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 or other appropriate listing venue even if it determined to seek such a transfer.
	● If the Company proposes making any future acquisitions and the FCA determines that there is insufficient information in the market about the transaction or the target, the Company's Ordinary Shares may by suspended from listing and may not be readmitted to listing thereafter, which will reduce liquidity in the Ordinary Shares potentially for a significant period of time, and may adversely affect the price at which a Shareholder can sell them.
	● Investors may not be able to realise returns on their investment in Ordinary Shares within a period that they would consider to be reasonable as an investment in Ordinary Shares may be relatively illiquid due the limited number of Shareholders which may contribute to infrequent trading and volatile Ordinary Share price movements.
	● Dividend payments on the Ordinary Shares are not guaranteed and the Company does not intend to pay dividends in the short term

	SECTION E – OFFER
E1	The Company has, conditional upon Re-Admission, raised gross proceeds of £6 million through the Placing. The estimated total expenses incurred (or to be incurred) by the Company in connection with the Acquisition, Placing and Re-Admission are approximately £725,000 (the "Transaction Costs"). The total Net Proceeds available to the Company following Re-Admission are therefore approximately £5,275,000.
E2	Reasons for the offer and use of proceeds
The Company was formed to undertake one or more acquisitions of target companies, businesses or assets initially focussing on exploration and/or production companies in the natural resources sector in South East Asia, Africa, and the Middle East.
	Following completion of the Acquisition the objective of the Company will be to complete further exploration of the Khemisset Project, Morocco, and subsequently develop and operate a potash mining and production business. The maximum funding requirement of the Enlarged Group over the next 12 to 18 months, excluding any funding which may be required for potential corporate acquisitions, is as set out below:
	Budget Expenditure	US\$'000
	Payment of €600,000 deferred consideration in relation to the acquisition of JMS S.A.R.L Payment of US\$200,000 deferred consideration in relation to the acquisition of Unisalts S.A.R.L Geology desktop work Topographical and seismic survey Drilling works Scoping study (including baseline environmental studies and permitting work) Metallurgical testing Transaction Costs Enlarged Group corporate costs Enlarged Group operational costs* Contingency	752,700 200,000 25,000 343,000 1,600,000 200,000 250,000 980,000 415,000 950,000 250,000 ––––––––––––––
	TOTAL	5,965,700 ––––––––––––––
	Following Admission, net of Transaction Costs (set out above), the Enlarged Group will have funds of approximately £5,600,000 available (US\$7,560,000 at the Exchange Rate).	––––––––––––––

E3	Terms and conditions of the offer
	Placees have conditionally agreed to subscribe for, in aggregate, new 200,000,000 Ordinary Shares (the "Placing Shares) at a price of £0.03 per Ordinary Share (the "Placing Price"). Applications will be made for the Ordinary Shares to be listed on the Official List and admitted to trading on the London Stock Exchange. It is expected that Admission will become effective, and that unconditional dealings in the Ordinary Shares will commence, at 8.00 a.m. London time on 4 June 2018.
	The Placing is subject to the satisfaction of conditions which are customary for transactions of this type contained in the agreement between Optiva Securities, Beaumont Cornish and the Company in relation to the Placing (the "Placing Agreement"), including Admission becoming effective by no later than 8.00 a.m. on 30 June 2018 (or such later date or may be determined in accordance with such agreement) and the Placing Agreement not having been terminated or failing to become unconditional and lapsing prior to Admission.
	None of the Placing Shares may be offered for subscription, sale or purchase or be delivered, or be subscribed, sold or delivered, and this Prospectus and any other offering material in relation to the Placing Shares may not be circulated, in any jurisdiction where to do so would breach any securities laws or regulations of any such jurisdiction or give rise to an obligation to obtain any consent, approval or permission, or to make any application, filing or registration.
E4	Material Interests
	Not applicable. This Prospectus relates to the application for listing of the Ordinary Shares on the Official List and admission to trading on the Main Market only. Other than as disclosed in B.6, there are no other interests including conflicting interests that are material in the context of Admission.
E5	Selling Shareholders/Lock-up agreements
	Not applicable; no person or entity is offering to sell the Ordinary Shares.
	Certain Shareholders have, in respect of 270,264,151 Ordinary Shares to be held by them on Admission ("Lock Shares One"), agreed that they shall not, for a period of 12 months from Admission, dispose of any interest in Lock Shares One to be held by them. For a further 12 months thereafter holders of 208,066,193 Lock Shares One have agreed to only dispose of their Lock Shares One after the Company's Broker has been given an exclusive opportunity to place such shares (on specified minimum pricing terms) so as to affect an orderly market in the Company's shares.
	In addition, certain Shareholders, amounting to a total of 4,500,000 Ordinary Shares ("Lock Shares Two") have agreed that they shall not, for a period of 6 months from Admission, dispose of Lock Shares Two held by them and for a further 18 months thereafter have agreed to only dispose of their Lock Shares Two after the Company's Broker has been given an exclusive opportunity to place such shares (on specified minimum pricing terms) so as to affect an orderly market in the Company's shares.
	In addition to the Lock Shares One and the Lock Shares Two, certain other Shareholders have agreed that they will, for a period of 12 months from Admission, dispose of 67,385,836 Ordinary Shares in aggregate to be held by them on Admission, after the Company's Broker has been given an exclusive opportunity to place such shares (on specified minimum pricing terms) so as to affect an orderly market in the Company's shares.
	In aggregate, a total of 342,149,986 Ordinary Shares representing approximately 54.65 per cent. of the Enlarged Issued Share Capital will be subject to a minimum of 12 months' of restrictions on sales/disposals (including by way of orderly market obligations) following Admission.
E6	Dilution
	The issue of the New Shares will dilute the interest of Shareholders. The issue of the New Shares (comprising the Consideration Shares, the CLN Shares, the Fee Shares and the Placing Shares) will constitute 92.3 per cent. of the Enlarged Ordinary Share Capital and the interests of Existing Shareholders will be diluted accordingly.
	The Directors are authorised to issue options over Ordinary Shares to certain management and employees of Group Companies constituting in aggregate up to 10 per cent. of the Enlarged Ordinary Share Capital of the Company from time-to-time. At the date of this Document there are warrants over a total of 1,054,999 new Ordinary Shares held by current and former advisers of the Company. Subject to Admission the Directors have granted options and warrants over a further 52,833,333 new Ordinary Shares pursuant to such authority.
	Any offer of additional Ordinary Shares in the future, for example pursuant to a fundraising or for the purposes of or in connection with any future acquisition, could dilute the interests of investors and/or have an adverse effect on the market price of the Ordinary Shares.

E7	Expenses charged to investors
	Not applicable; no expenses will be charged to investors.

RISK FACTORS

AN INVESTMENT IN THE COMPANY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

Following completion of the Acquisition and Re-Admission the Company will be an operating company focussed on exploration and development of the Khemisset potash project in Morocco.

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 risks are not presented in any order of priority and no inference ought to be drawn as to the order in which the following risk factors are presented as to their relative importance or potential effect.

RISKS RELATING TO THE COMPANY

Dilution of Shareholders' interests

Khemisset Project for at least 12 months from the date of Admission (the "Working Capital Period"), the Company may need to raise additional funds to meet minimum expenditure obligations of the Group in relation to the Khemisset Licences falling due after the Working Capital Period, as further set out in the Minimum exploration expenditure risk factor below, or to fund future acquisition or investments made by the Company. Furthermore, the Company may need to raise additional funds in the future to finance its development of the Khemisset Project, as well as future investments and/or acquisitions. If additional funds are raised through the issuance of new equity or equity-linked securities of the Company other than on a pro rata basis to existing Shareholders, the percentage ownership of the Shareholders may be reduced, Shareholders may experience subsequent dilution and/or such securities may, subject to Shareholder approval, have preferred rights, options and pre-emption rights senior to the Ordinary Shares. The Directors intend that the Company should be able to issue new Ordinary Shares as consideration for possible acquisitions and/or raise additional working capital for the Company as required. Insofar as such new Ordinary Shares are not offered first to existing Shareholders, then their interests in the Company will be diluted.

Economic, political, judicial, administrative, taxation or other regulatory factors

The Company may be adversely affected by changes in economic, political, judicial, administrative, taxation or other regulatory factors in the areas in which the Company may operate and hold its assets, as well as other unforeseen matters. Investors in the United States may have difficulty bringing actions against the Company and its Directors based on the civil liabilities provisions of federal securities laws or other laws of the United States or any state thereof

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. Re-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

It is the Board's intention during the current phase of the Company's development to retain future distributable profits from the business, to the extent any are generated. Additionally, the Board does not anticipate declaring any dividends in the foreseeable future but may recommend dividends at some future date, depending upon the generation of sustainable profits and the Company's financial position, when it becomes commercially prudent to do so. 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.

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

Application will be made for the Ordinary Shares to be admitted to a Standard Listing on the Official List. A Standard Listing will afford Investors in the Company a lower level of regulatory protection than that 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. Further details regarding the differences in the protections afforded by a Premium Listing as against a Standard Listing are set out in the section entitled "Consequences of a Standard Listing" on page 33 of this Document.

The Company may be unable to transfer to a Premium Listing or other appropriate listing venue following the Acquisition

The Company is not currently eligible for a Premium Listing under Chapter 6 of the Listing Rules. Upon completion of an Acquisition, the Directors may seek to transfer from a Standard Listing to either a Premium Listing or other appropriate listing venue, based on the track record of the company or business it acquires, subject to fulfilling the relevant eligibility criteria at the time. There can be no guarantee that the Company will meet such eligibility criteria or that a transfer to a Premium Listing or other appropriate listing venue will be achieved. For example, such eligibility criteria may not be met, due to the circumstances and internal control systems of the acquired business or if the Company acquires less than a controlling interest in the target. In addition there may be a delay, which could be significant, between the completion of the Acquisition and the date upon which the Company is able to seek or achieve a Premium Listing or a listing on another stock exchange.

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 include a period of time after the Acquisition where the Company could be operating a substantial business but would not need to comply with such higher standards. In addition, an inability to achieve a Premium Listing will prohibit the Company from gaining FTSE indexation and may have an adverse effect on the valuation of the Ordinary Shares.

RISKS RELATING TO MOROCCAN SALTS LIMITED AND THE KHEMISSET PROJECT

Title risk

While the Enlarged Group has investigated its title to, and rights and interests in, the Khemisset Licences making up the Khemisset Project, and to the best of its knowledge, such title and interests are in good standing, this should not be construed as a guarantee of the same. Title to the Khemisset Project may be subject to undetected defects. If a defect does exist it is possible that the Enlarged Group may lose all or part of its interest in the Khemisset Project.

Limited operating history

MSL was incorporated on 5 September 2013 and, as such, is a recently formed company with a limited operating history in the mineral exploration and development business. There can be no assurance that MSL will produce revenue, operate profitably or provide a return on investment.

Minimum exploration expenditure

The Khemisset Licences contain minimum exploration expenditure requirements in respect of each research permit during its term. If the Enlarged Group is unable to meet this minimum required expenditure or elects to pursue a work programme that does not require such levels of expenditure (without approval of such work programme), it may lose its right to apply for a renewal of such permit or an exploitation permit or mining licence in respect of the permit area. Upon Re-Admission, the Company will have sufficient funds to meet the minimum exploration expenditure and work programme requirements in respect of each research permit for the working capital period, that is, the period of 12 months following Re-Admission. A summary of Khemisset Licence expiry dates can be seen in at paragraph 5 of Part I of this Document. If the Company was not able to raise the funds required to meet minimum expenditure obligations falling due after the Working Capital Period but before expiry of the relevant Khemisset Licence, the Khemisset Licences may not be renewed upon expiry.

Renewal of exploration rights

Some of the licences in which the Enlarged Group will have interests following completion of the Acquisition are subject to renewal conditions. While the Enlarged Group currently anticipates that subsequent renewals will be given as and when sought, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed. The Mining Licence expires in September 2019 and will require renewal. Some of the research permits in which the Enlarged Group have an interest have already been renewed and therefore are not eligible for review. Therefore if a workable deposit is not discovered before the research permit expires, the Enlarged Group will not be able to continue exploring that licence area. There can be no assurance that the Enlarged Group will discover workable deposits in respect of all the areas subject to Research Permits before they expire and therefore the Company may lose the right to explore those areas.

Mineral, Metallurgical and Geological Risks

Rinneite has historically been logged in the northeast of the Khemisset Project. Rinneite (3KCl.NaCl.FeCl2) is a lesser known potash mineral which is currently only commercially mined in conjunction with carnallite and sylvinite ores. There is limited additional information on the mineralogy of potash within the project area. This will have an impact on processing, where rinneite may need to blended or treated through a different processing route. Historical seismic interpretation has indicated numerous faults in the central area of the Khemisset Project area, with a displacement of up to 85 metres. While this doesn't preclude economic extraction it may increase capital requirements during the life of a mine. No other faults have been modelled at this stage however it is likely that further exploration will identify further faulting. The Khemisset Project is composed of four separate deposits, three of which are near each other. These deposits will require additional primary and secondary underground infrastructure to access the resource, impacting on capital and operating costs during the life of mine. The Enlarged Group's planned scoping study will be completed prior to obtaining results from metallurgical testwork. Metallurgical assumptions will have to be made in advance of obtaining project specific results. These assumptions may prove to be wrong impacting the accuracy of the scoping study once completed.

Stage of development

The Enlarged Group will initially focus on the exploration and development of the Khemisset Project; however, there can be no assurance that any project will be brought into production, or that any project will ever be profitable. The commercial viability of mineral deposits of the kind located and believed to be located at the Khemisset Project area is dependent upon a number of factors, including, but not limited to, the market price of potash, the quality, size, grade and other attributes of the deposits and the proximity to, and availability of, infrastructure necessary to develop, exploit and transport minerals on a commercial scale.

Proximity to Khemisset and Relocation of Rural Communities

Due to the proximity of the Khemisset Project to the town of Khemisset, Morocco, and surrounding rural communities, the Khemisset Project has a number of associated risks to manage: (a), an effective stakeholder engagement programme will be essential to develop constructive relationships with surrounding stakeholders as the project progresses. Poor stakeholder relations could present a risk of disruption to future exploration activities and permitting processes whilst positive relations provide an opportunity for the project to result in shared value and the associated social licence to operate; (b) Resettlement (economic or physical) is likely to be required for certain business established and/or residents living within the project area in the future will be required. If the Enlarged Group wishes to meet good international industry practice with regards to resettlement, a specific resettlement process will need to be followed that could require significant time and financial resources; and (c) the impact on surrounding water resources will need to be considered.

Impact of Environmental and Social Issues affecting the Project

Under the terms of the MSL Group's Mining Licence, MSL is required, under Moroccan Law, to rehabilitate the area affected by the mining activities; accordingly there will be a potential cost associated with undertaking this obligation. It is currently unknown what this could be but the funding of this could have a material impact on the Enlarged Group's financial position in the future.

The Khemisset Project is still at an early stage of project development and further consideration will need to be given to environmental and social issues affecting the project. Whilst the Enlarged Group is not primarily liable for liabilities associated with rehabilitation of land and environment affected by the Suspended Salt Mine's historic activities, failure by the previous operators to rehabilitate the land in accordance with their obligations may affect the Group's operations and cause unexpected liabilities to be incurred. In the event the former operators fail to rehabilitate land and environment affected by the historic mining activities at the Suspended Salt Mine the potential liability of MSL, the quantum of potential liabilities, when they will fall due, and the extent of work required for the rehabilitation, is unknown. Environmental and safety legislation (e.g. in relation to reclamation, disposal of waste products, protection of wildlife and otherwise relating to environmental protection) may change in a manner that may require stricter or additional standards than those now in effect, a heightened degree of responsibility for companies and their directors and employees and more stringent enforcement of existing laws and regulations. There may also be unforeseen environmental liabilities resulting from both future and historic exploration or mining activities, which may be costly to remedy. Potential environmental liabilities as a result of unfulfilled environmental obligations by the previous owners may impact the Enlarged Group. Risks may include on-site sources of environmental contamination such as oil and fuel from the mining equipment and sediment or material from the evaporation ponds, transportation of mined material (salt) carried by wind and rain outside of the permit boundary, and rehabilitation of the site upon expiry of the Enlarged Group's research permits and Mining Licence. If the Enlarged Group is unable to fully remedy an environmental problem, it may be required to stop or suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Enlarged Group. The Enlarged Group has not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) as it is not generally available at a price which the Enlarged Group regards as reasonable.

Group requires Environmental Permit

The Enlarged Group will be required, prior to the commencement of mining, to submit an EIA and receive an environmental permit from the Moroccan Government. The Enlarged Group intends to complete environmental and social baseline and impact assessments in line with the Equator Principles and IFC Performance Standards as part of its future assessment of the Khemisset Project (the "ESIA Study"). Any delay in completing the ESIA Study, or receiving approval of the study from the Moroccan Government, or increased costs associated with implementation of the plan set out, may adversely affect the performance of the Group.

RISKS RELATING TO POTASH, COMMODITIES AND EXPLORATION

Potash prices

The development and success of any project of the Enlarged Group will be primarily dependent on the future price of potash and. Potash prices are subject to significant fluctuation and are affected by a number of factors which are beyond the control of the Company. Such factors include, but are not limited to, interest rates, exchange rates, inflation or deflation, fluctuations in the value of the United States dollar and foreign currencies, global and regional supply and demand, and political and economic conditions. The price of potash and other commodities have fluctuated widely in recent years, and future price declines could cause any future development of and commercial production from the Enlarged Group's properties to be impracticable. Depending on the price of potash, projected cash flow from planned mining operations may not be sufficient and the Enlarged Group could be forced to discontinue any development and may lose its interest in, or may be forced to sell, some of its properties. Future production from the Khemisset Project is dependent on potash prices that are adequate to make the project economic.

Exploration and development risks

Mineral exploration and development involves a high degree of risk. Few properties which are explored are ultimately 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. Once mineralisation is discovered, it may take several years of drilling and development until production is possible during which time the economic feasibility of production may change. The economics of developing mineral properties are affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in the price of potash, fluctuations in exchange rates, costs of development, infrastructure and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. In addition, the grade of mineralisation ultimately mined may differ from that indicated by drilling results and such differences could be material.

The Enlarged Group will continue to rely upon consultants and others for exploration and development expertise. Substantial expenditures are required to establish resources and reserves through drilling, to develop mineral processes to extract the product from the resource and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that the minerals will be discovered in sufficient quantities and/or quality to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties is affected by many factors including the cost of operations, variations in the grade of the resource mined, fluctuations in mineral markets, importing and exporting of minerals and environmental protection. As a result of these uncertainties, there can be no assurance that mineral exploration and development of the Enlarged Group's properties will result in profitable commercial operations.

Demand for fertiliser may be volatile in response to macroeconomic factors.

A number of macroeconomic factors, including changes in world population and income growth, drive demand for fertilisers. The relationship between population and demand for fertiliser is closely linked. Rising population numbers increase demand for food, including crops and meat. To the extent that the higher demand for food is not met by an increase in arable landmass per capita through forest clearances or the cultivation of undeveloped land, such demand will generally result in increased sales of fertilisers since it can help increase yield from available arable land. Population levels in certain markets that are important to the Company, such as China, India, Brazil and Southeast Asia, have been growing. In addition, rising income levels also drive fertiliser demand by enabling people to afford diets, which are more likely to include meat or more expensive crops. Increased demand for meat generally drives demand for grain and therefore fertilisers. Conversely, an economic downturn may lead to reduced demand for fertilisers. For example, the global demand for NPK fertiliser nutrients declined substantially in 2008 and 2009 to a large extent as a result of financial and economic uncertainties created by the global financial crisis which began in 2008. Over the past several years, global fertiliser demand has declined, although potash demand has remained relatively robust. Potash prices have fallen in line with most crop prices, in light of increasing economic uncertainty, falling fuel prices, and concerns about oversupply due to certain fertiliser market dynamics. Although global cereal prices are expected to benefit in the medium term from modest nominal price increases (according to joint OECD and FAO research), global prices for fertiliser, including potash-based fertilisers, may fail to benefit from any such increases and remain low.

New technologies may negatively impact the demand for potash

The demand for the Company's potash may be negatively impacted by advances in technology and the development of new competing fertilisers. For example, more efficient application methods for plant nutrition products or the development of more desirable substitutes may reduce overall demand for fertilisers such as potash. Also, new technologies may emerge to lower the cost of production for substitute products which would place cost pressures on the Company and impact its ability to competitively market potash as a commercially viable substitute fertiliser. Any of these developments could have a material adverse effect on the Company's business, financial condition or results of operations.

Operating risks

The activities of the Enlarged Group will be subject to all of the hazards and risks normally incidental to exploring and developing natural resource projects. These risks and uncertainties include, but are not limited to, environmental hazards, industrial accidents, labour disputes, encountering unusual or unexpected geologic formations or other geological or grade problems, unanticipated changes in metallurgical characteristics and mineral recovery, encountering unanticipated ground or water conditions, cave-ins, pit wall failures, flooding, rock bursts, periodic interruptions due to inclement or hazardous weather conditions and other acts of God or unfavourable operating conditions and losses. 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 economic 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. It is not always possible to fully insure against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability, result in increasing costs or the loss of assets and a decline in the value of the Company's securities.

Estimates of mineral reserves and resources

Estimates of Mineral Resources and Ore Reserves for exploration and development projects are, to a large extent, based on the interpretation of geological data obtained from drill holes and other sampling techniques and feasibility studies which derive estimates of costs based upon anticipated tonnage and grades of potash to be mined and processed, the configuration of the ore body, expected recovery rates from the potash, estimated operating costs, anticipated climatic conditions and other factors.

Mineral resources are estimates and no assurance can be given that any particular grade or tonnage, will be realised or that they will be converted into Ore Reserves or will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. As a result of these uncertainties, there can be no assurance that any potential mineral resources defined by the Enlarged Group's exploration programmes will result in profitable commercial mining operations.

Environmental regulation

Environmental and safety legislation (e.g. in relation to reclamation, disposal of waste products, protection of wildlife and otherwise relating to environmental protection) may change in a manner that may require stricter or additional standards than those now in effect, a heightened degree of responsibility for companies and their directors and employees and more stringent enforcement of existing laws and regulations. There may also be unforeseen environmental liabilities resulting from exploration or mining activities, which may be costly to remedy. If the Enlarged Group is unable to fully remedy an environmental problem, it may be required to stop or suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Enlarged Group. The Enlarged Group has not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) as it is not generally available at a price which the Enlarged Group regards as reasonable.

Financing

The Company is likely to remain cash flow negative for some time and, although the Directors have confidence in the future revenue earning potential of the Company from its interests in the Khemisset Project, there can be no certainty that the Company will achieve or sustain profitability or positive cash flow from its operating activities. The Company will need to raise additional capital in the future to fund exploration work at and the development of the Khemisset Project and future potash prices, revenues, taxes, capital expenditures and operating expenses and geological success will all be factors which will have an impact on the amount of additional capital required. Additionally, if the Company acquires further exploration assets or is granted additional permits, exploration licences this may increase its financial commitments in respect of the Enlarged Group's exploration activities. Any additional equity financing may be dilutive to Shareholders and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as and when needed, it could result in a delay or indefinite postponement of exploration and development activities which may result in loss of a Khemisset Licence if the minimum work programmes under such permit cannot be met.

Currency risk

While the sale of potash is principally in US Dollars throughout the world, a significant portion of the Enlarged Group's expenses incurred in connection with the Khemisset Project will be in the local currency of Morocco, the Moroccan Dirham ("MAD"). As a result, fluctuations in currency exchange rates could have a material adverse effect on the financial condition, results of operation or cash flow of the Enlarged Group. The Company does not currently intend to enter into any hedging arrangements with respect to foreign currencies.

Competition

The mining industry is competitive in all of its phases. The Enlarged Group faces strong competition from other companies in connection with the acquisition of mineral properties producing, or capable of producing, as well as for the recruitment and retention of qualified employees. Larger companies, in particular, may have access to greater financial resources, operational experience and technical capabilities than the Enlarged Group which may give them a competitive advantage.

Since potash is a commodity which may be perceived to have minimal product differentiation, producers compete largely on price, quality and their ability to offer fast delivery times and supply high quality product. The Company's competitors, some of which are large multinational corporations, may have substantial strategic advantages over the Company, including existing infrastructure, greater financial resources, strategic relationships with customers and logistical advantages in certain markets and could enhance their competitive position through acquiring, or consolidating interests in, other potash producers. In addition, new competitors could obtain access to reserves of potash through new discoveries or to the extent existing deposits or greenfield projects become more economically viable.

Changes in commodities prices or agricultural practices may adversely affect the demand for potash and the economic viability of the Project.

Changes in market perception of potash as a fertiliser, or changes in agricultural practices (including as a result of regulation) may adversely affect the demand for potash and the economic viability of the Khemisset Project. The Company's business depends significantly on the business of its agricultural customers, who in turn depend on favourable commodities prices for crops that depend on the fertiliser nutrients supplied by potash. In addition to the macroeconomic factors noted above, abnormal weather conditions, natural disasters, or other unexpected natural conditions can impose significant costs and losses on farmers and other participants in the agricultural industry by creating uncertainty or volatility in commodities prices, which would ultimately impact agricultural demand for fertilisers. Changes in agricultural practices may also impact the demand for potash and the price the Company can demand for its potash, which could fall to levels which make it not economically viable to further develop the Project. Such conditions would materially and adversely affect production, earnings and the financial position of the Company, and could result in the cessation of mining activities. There can be no assurance that even if commercially viable quantities of potash are produced, a profitable market will exist for it.

Dependence on key personnel

The Company has a small management team and the loss of a key individual could have an adverse effect on the future of the Enlarged Group's business. The Enlarged Group's future success will also depend in large part upon its ability to attract and retain highly skilled personnel. There can be no assurance that the Enlarged Group will be successful in attracting and retaining such personnel.

The Company's ability to engage qualified and reliable contractors and sub-contractors is critical to the successful development of the Project.

Development of the Khemisset Project will require the Enlarged Group to engage contractors, sub-contractors and consultants. The Company will require many of the same skillsets sought by other natural resource companies and it will be competing with these other natural resource companies in finding qualified contractors, sub-contractors and consultants. Since many of these skillsets are highly specialised and the pool of available suppliers is limited, the market for and availability of individuals possessing these skills will be impacted by the overall health of the natural resource sector. If mining activity were to increase locally or globally, the Company may have increased difficulty in attracting the talent necessary to develop and operate the Khemisset Project on the current timetable and at the current expected cost. Moreover, if contractors with the required skills are not available, the Company may incur significantly higher costs and experience delays.

Inability to obtain mining licences

The Enlarged Group's exploration activities will continue to be dependent upon the grant of appropriate licences, concessions, leases, permits and regulatory consents, which may not be granted or may be withdrawn or made subject to limitations. There is no guarantee that, upon completion of any exploration programme, a mining or exploitation licence will be granted with respect to the exploration territory. There can also be no assurance that any mining or exploitation licence will be issued or renewed and if so, on what terms.

Location

The successful development of the Khemisset Project depends on adequate infrastructure. The regions of Morocco in which the Khemisset Licences are located are sparsely populated and some parts of the properties may require additional infrastructure. Reliable roads, bridges, power sources and water supplies are important determinants which affect capital and operating costs and the Enlarged Group's ability to maintain expected levels of progress with its exploration activities. Unusual weather or other natural phenomena, sabotage or government or other interference in the maintenance or provision of such infrastructure could impact on the development of the Khemisset Project, increase exploration costs or delay the transportation of supplies, equipment or machinery to the Enlarged Group's properties. Any such issues in respect of the infrastructure supporting or at the Khemisset Project could materially and adversely affect the Enlarged Group's business, results of operations, financial condition and prospects.

Transportation infrastructure

Central to the Enlarged Group's ability to become a commercial mining operation is access to a transportation system through which it can transport future potash product to a port for onward export by sea. At this time, the Enlarged Group has not determined how it will transport product from the Khemisset Project to global customers. Any proposed transportation system, including port and rail facilities, will require obtaining necessary permits, authorisations or land access rights. There is no guarantee that such rights will be available or, if applied for, will be granted to the Enlarged Group. In addition, any delays in (i) obtaining the necessary permits and authorisations, (ii) the construction or commissioning of port facilities or rail lines, or (iii) raising finance to fund the infrastructure development, could prevent altogether or impede the Enlarged Group's ability to export potential potash. Any such issues in respect of a transportation system for the Enlarged Group's product could materially and adversely affect the Enlarged Group's business, results of operations, financial condition and prospects.

Utilities

The Company's ability to develop the Khemisset Project will be reliant on the availability of adequate utilities such as power and water. There can be no guarantee that such utilities will be available at an economically viable level.

RISKS RELATING TO MOROCCO

Future Legislation, Statutory Instruments and Regulatory Texts implementing the New Mining Code

The New Mining Code provides a legal structure that contemplates, and indeed depends on, various regulatory texts and legislative instruments which have yet to be published. These regulations will provide greater detail to the New Mining Code's existing provisions, and may grant the Government a right of participation in mining projects, or other form of free carry interest, or impose royalties or other taxes on the activities of resource companies (including potash). As at the date of this Document there is no guidance or consultation process that gives any indication of the likely terms of such a right or future royalty (if any such right or royalty is indeed granted), but if the terms of such right were onerous, or provided the Moroccan State with a large interest in the Khemisset Project or a larger than expected royalty, this would have an adverse impact on the valuation of the Company and the Group's future share of revenues from mining activities.

Under the New Mining Code there are currently no specified restrictions on changes in shareholders or indirect changes of 'Mining Title Holders' and, therefore, the Company has been advised that there is no restriction under the New Mining Code in relation to the Acquisition.

Government regulation and political risk

The Enlarged Group's operating activities are subject to laws and regulations governing expropriation of property, health and worker safety, employment standards, waste disposal, protection of the environment, mine development, land and water use, prospecting, mineral production, exports, taxes, labour standards, occupational health standards, toxic wastes, the protection of endangered and protected species and other matters. While the Enlarged Group believes that it is in substantial compliance with all material current laws and regulations affecting its activities, future changes in applicable laws, regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Enlarged Group or its properties, which could have a material adverse impact on the Enlarged Group's current operations or planned exploration and development projects. Where required, obtaining necessary permits and licences can be a complex, time consuming process and the Enlarged Group cannot assure whether any necessary permits will be obtainable on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the Enlarged Group from proceeding with any future exploration or development of its properties. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations or material fines, penalties or other liabilities.

The Khemisset Project is located in Morocco. The Enlarged Group's activities may be affected in varying degrees by political stability and governmental regulations. Any changes in regulations or shifts in political attitudes in these countries or any other countries in which the Enlarged Group may operate are beyond the control of the Enlarged Group and may adversely affect its operations.

Legal systems

Morocco may have a have less developed legal system than more established economies which could result in risks such as (i) effective legal redress in the courts, whether in respect of a breach of law or regulation, or in an ownership dispute, being more difficult to obtain; (ii) a higher degree of discretion on the part of governmental authorities; (iii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; (v) relative inexperience of the judiciary and courts in such matters and (vi) political interference or corruption in the administration of justice. In certain jurisdictions the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to the Enlarged Group's research permits and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licences, licence applications or other legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness of and enforcement of such arrangements in these jurisdictions cannot be assured.

Litigation risks

Legal proceedings may arise from time to time in the course of the Enlarged Group's business. There have been a number of cases where the rights and privileges of mining and exploration companies have been the subject of litigation. The Directors cannot preclude that litigation over the Enlarged Group's rights and privileges may not be brought against the Company in the future from time to time or that it may not be subject to any other form of litigation.

The Company's current and proposed exploration and mining activities are situated entirely in a single country

The Company is conducting its exploration and mining activities entirely in Morocco. The Company believes that the Government of Morocco supports the development of natural resources. There is no assurance that future political and economic conditions in Morocco will not result in the Government of Morocco adopting different policies in relation to foreign investment and development and ownership of mineral resources. Any such change in policy may result in changes in laws affecting ownership of assets, land tenure and mineral concessions, taxation, royalties, rates of exchange, environmental protection, labour relations, repatriation of income and return of capital, which may affect both the Company's ability to undertake exploration, development and operational activities in respect of future properties as well as its ability to continue to explore, develop and operate those properties in respect of which it has obtained mineral exploration rights to date.

Geopolitical and Economic Instability

Some North African countries have experienced in the recent past or are currently experiencing political, social, religious and/or economic instability. While Morocco is currently politically stable, there can be no assurance that this will continue to be the case. While threats to political and economic stability are not considered at this time to be material, there can be no guarantee that this will continue to be the case and any actual or perceived political, civil, religious or economic instability could materially and adversely impact the Group's operations, its financial condition and on the willingness of potential investors to invest in the Company.

Investments and operations in Morocco are subject to numerous risks associated with operating in foreign jurisdictions.

The Company's mining investments and operations in Morocco are subject to the risks normally associated with the conduct of business in foreign countries. The occurrence of one or more of these risks could have a material and adverse effect on the Company's profitability or the viability of its affected foreign operations, which could have a material and adverse effect on the Company's future cash flows, earnings, results of operations and financial condition.

Risks may include, among others, labour disputes, invalidation of governmental orders and permits, corruption, uncertain political and economic environments, sovereign risk, war (including in neighbouring states), civil disturbances and terrorist actions, arbitrary changes in laws or policies of particular countries, the failure of foreign parties to honour contractual relations, corruption, foreign taxation, delays in obtaining or the inability to obtain necessary governmental permits, opposition to mining from environmental or other non-governmental organizations, limitations on foreign ownership, limitations on the repatriation of earnings, limitations on gold exports, instability due to economic under-development, inadequate infrastructure and increased financing costs. In addition, the enforcement by the Company of its legal rights to exploit its properties may not be recognised by the Government of Morocco or by its court system. These risks may limit or disrupt the Company's operations, restrict the movement of funds or result in the deprivation of contractual rights or the taking of property by nationalisation or expropriation without fair compensation.

Morocco Economy

The economy and political system of Morocco should be considered by investors to be less predictable than those in countries in which the majority of investors are likely to be resident. The possibility that the current, or a future, government may adopt substantially different policies, take arbitrary action which might halt production, extend to the re-nationalization of private assets or the cancellation of contracts, the cancellation of mining and exploration rights and/or changes in taxation treatment cannot be ruled out, the happening of any of which could result in a material and adverse effect on the Company's results of operations and financial condition.

RISKS RELATING TO THE ORDINARY SHARES

The Company may issue securities or incur substantial debt to raise capital or complete a further acquisition, which may dilute the interests of Shareholders or affect the Company's results of operations (due to increased interest expense) and liquidity.

The Company may in the future issue a substantial number of additional Ordinary Shares, or incur substantial indebtedness which converts to equity to raise capital or complete a further acquisition. Shareholders will have pre-emption rights in relation to the issue of new Ordinary Shares which will apply in respect of share issues for cash as set out in the Articles (unless waived by Shareholders). No pre-emption rights exist in respect of future share issues wholly or partly other than for cash.

Any issuance of Ordinary Shares may:

• ● significantly dilute the value of the Ordinary Shares held by existing Shareholders;
• ● cause a Change of Control if a substantial number of Ordinary Shares are issued, which may, among other things, result in the resignation or removal of one or more of the Directors and result in the Company's then existing Shareholders becoming the minority;
• ● subordinate the rights of holders of Ordinary Shares if preferred shares are issued with rights senior to those of Ordinary Shares; or
• ● adversely affect the market prices of the Company's Ordinary Shares.

If Ordinary Shares are issued as consideration for further acquisitions, the issuance of such Ordinary Shares could materially dilute the value of the Ordinary Shares held by existing Shareholders. Where a target company has an existing large shareholder, an issue of Ordinary Shares as consideration may result in such shareholder subsequently holding a significant or majority stake in the Company, which may, in turn, enable it to exert significant influence over the Company (to a greater or lesser extent depending on the size of its holding) and could lead to a Change of Control.

The occurrence of any or a combination of these factors could decrease an investor's ownership interests in the Company or have a material adverse effect on the Company's business, financial condition, results of operations and/or prospects.

Shareholders will not have the opportunity to vote to approve any further acquisition

Unless such approval is required by law, the Articles or other regulatory process, Shareholders will not have the opportunity to vote on any further acquisition even if Ordinary Shares are being issued as consideration for such acquisition. Chapter 10 of the Listing Rules relating to significant transactions will not apply to the Company while the Company has a Standard Listing. The Company does not expect that Shareholder approval will be required in connection with an acquisition while the Company has a Standard Listing, and therefore, investors will be relying on the Company's and the Board's ability to identify potential targets, evaluate their merits, conduct or monitor due diligence, conduct negotiations and effect such acquisition.

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

Following the expected cancellation of the listing of the Ordinary Shares, application will be made for the Ordinary Shares to be readmitted to a Standard Listing on the Official List. A Standard Listing will afford investors in the Company a lower level of regulatory protection than that 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.

Further details regarding the difference in the protections afforded by a Premium Listing as against a Standard Listing are set out in the section entitled "Consequences of a Standard Listing" on page 33.

Dividend payments on the Ordinary Shares are not guaranteed

To the extent the Company intends to pay dividends on the Ordinary Shares, it will pay such dividends 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.

There is currently a limited market in the Ordinary Shares, notwithstanding that the Company is admitted to trading on the London Stock Exchange. An active market for the Ordinary Shares may not develop, which would adversely affect the liquidity and price of the Ordinary Shares

As at the date of this Document, there is a limited market for the Ordinary Shares. The price of the Ordinary Shares can also vary due to a number of factors, including but not limited to, prevailing economic conditions and forecasts, the Company's general business condition and the release of its financial reports. Although the Company's current intention is that its securities should continue to trade on the London Stock Exchange, there is no assurance that it will always do so. In addition, an active trading market for the Ordinary

Shares may not develop or, if developed, may not be maintained. Investors may be unable to sell their Ordinary Shares unless a market can be established and maintained, and if the Company subsequently obtains a listing on an exchange in addition to, or in lieu of, the London Stock Exchange, the level of liquidity of the Ordinary Shares may decline.

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 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. Re-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 issue price.

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

In the event that any of the Options and Warrants are exercised and the share price per Ordinary Share is higher than the subscription price for the Options and Warrants, the interests of the Shareholders will be diluted. Assuming no change to the Enlarged Share Capital, the maximum total dilution which would result from the exercise of Options and Warrants is 8.61 per cent.

RISKS RELATING TO TAXATION

Taxation of returns from assets located outside of the UK may reduce any net return to Shareholders

To the extent that the assets, company or business which the Company acquires is or are established outside the UK, it is possible that any return the Company receives from it may be reduced by irrecoverable foreign withholding or other local taxes and this may reduce any net return derived by Shareholders from an investment in the Company.

Changes in tax law may reduce any net returns for Shareholders

The tax treatment of Shareholders of Ordinary Shares issued by the Company, any special purpose vehicle that the Company may establish and any company which the Company may acquire are all subject to changes in tax laws or practices in the UK or any other relevant jurisdiction. Any change may reduce any net return derived by Shareholders from an investment in the Company.

There can be no assurance that the Company will be able to make returns for Shareholders in a tax-efficient manner It is intended that the Company will act as the holding company to a trading group including any company or assets acquired in any Acquisition, to maximise returns for Shareholders in as fiscally efficient a manner as is practicable. 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.

FORWARD LOOKING STATEMENTS

Certain statements within this Document, including those contained in Parts I and II of this Document, constitute forward looking statements. Such forward looking statements involve risks and other factors which may cause the actual results, achievements or performance of the Enlarged Group to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements. Such risks and other factors include, but are not limited to, general economic and business conditions, changes in government regulation, currency fluctuations, competition, changes in development plans and the other risks described in this Part III. There can be no assurance that the results and events contemplated by the forward looking statements contained in this Document will, in fact, occur. These forward looking statements are correct only as at the date of this Document. The Company will not undertake any obligation to release publicly any revisions to these forward looking statements to reflect events, circumstances or unanticipated events occurring after the date of this Document except as required by law or by regulatory authority.

GENERAL INVESTOR RISKS

A prospective investor should consider with care whether an investment in the Company is suitable for him in light of his personal circumstances and the financial resources available to him. An investment in the Company is only suitable for investors capable of evaluating the risks and merits of such investment and who have sufficient resources to bear any loss which may result from the investment. Prospective investors should therefore consult an independent financial adviser authorised under the FSMA before investing if based in the United Kingdom or, if not, another appropriately authorised independent adviser who specialises in advising on the acquisition of shares and other securities. Investment in the Company should not be regarded as short-term in nature. There can be no guarantee that any appreciation in the value of the Company's assets or investments will occur or that the investment objectives of the Company will be achieved. Investors may not get back the full amount initially invested. The price of shares and the income derived from them can go down as well as up. Past performance is not necessarily a guide to the future. There is also the possibility that the market value of an investment in the Company may not reflect the true underlying value of the Company.

Changes in economic conditions including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and trends, tax laws and other factors can substantially and adversely affect investments and the prospects of the Company and the Enlarged Group. Further, changes in the general economic climate in which the Enlarged Group operates, including in particular in the mining and resource sector, may adversely affect the financial performance of the Enlarged Group. Factors which may contribute to that general economic climate include, growth of countries where investments have been or may be undertaken or where the Enlarged Group's commodities are sold, the level of government intervention in their respective economies (e.g. interest rates) and the perceived political and economic stability of the countries in which the Enlarged Group operates.

Notwithstanding the fact that the Company intends to make an application for the Enlarged Issued Share Capital to be admitted to trading on the Standard Segment of the Main Market of London Stock Exchange, this should not be taken as implying that there will be a "liquid" market in the Ordinary Shares. An active liquid market for the Ordinary Shares may not develop and the market price of the Ordinary Shares may be lower than the Placing Price and may be highly volatile. The market for shares in smaller public companies is less liquid than for larger public companies. The Company cannot predict the effects on the price of the Ordinary Shares if a liquid and active market for the Ordinary Shares does not develop. In addition, if such a market does not develop, relatively small sales may have a significant negative impact on the price of the Ordinary Shares and sales of a significant number of Ordinary Shares may be difficult to execute at a stable price. Shareholders accordingly may not be able to realise their investment at or above the Placing Price.

Stock markets in general may experience extreme price fluctuations. Fluctuations in the price of the Ordinary Shares may not be correlated in a predictable way to the Company's performance or operating results. Sales of substantial amounts of Ordinary Shares following Admission, or the perception that these sales could occur, could materially adversely affect the market price of the Ordinary Shares available for sale compared to the demand to buy Ordinary Shares. Such sales may also make it more difficult for the Company to sell equity securities in the future at a time and price that is deemed appropriate.

The following factors (among others), some of which are beyond the control of the Company, could cause the price of the Ordinary Shares in the public market to fluctuate significantly from the Placing Price:

• (a) changes in laws or regulations, including mining legislation, tax laws, or new interpretations or applications of laws and regulations, that are applicable to the Enlarged Group's business;
• (b) departure of key employees or Directors;
• (c) changes in the Enlarged Group's financial performance and prospects and changes in the financial performance and prospects of companies engaged in businesses that are similar to the Enlarged Group's business;
• (d) sales of Ordinary Shares by Shareholders;
• (e) general economic trends and other external factors, including those resulting from war, incidents of terrorism, civil unrest, natural disasters or responses to such events;
• (f) speculation in the press or investment community regarding the Enlarged Group's business, or factors or events that may directly or indirectly affect its business or investments; and
• (g) further issuances of Ordinary Shares.

Securities markets in general have at times experienced extreme volatility that has been unrelated to the operating performance of particular companies or partnerships. Any broad market fluctuations may adversely affect the trading price of the Ordinary Shares.

Market perception

Market perception of mining and exploration companies may change which could impact on the value of investors' holdings and impact on the ability of the Company to raise further funds by issue of further shares in the Company.

The risks noted above do not necessarily comprise all those faced by the Enlarged Group and are not intended to be presented in any assumed order of priority. There may be special risks if an investor holds Ordinary Shares in certain jurisdictions. At this time, the Company does not intend to make accommodations regarding its financial information to assist any holders with their tax obligations.

An investment in Ordinary Shares is speculative and may not be suitable for all recipients of this Document. Potential UK investors are accordingly advised to consult a person authorised under the FSMA who specialises in advising in investments of this kind before making any investment decisions. Non UK investors are advised to consult another appropriately authorised independent adviser who specialises in advising on the acquisition of shares and other securities. A prospective investor should consider carefully whether an investment in the Company is suitable in the light of his personal circumstances and the financial resources available to him.

CONSEQUENCES OF A STANDARD LISTING

As the Acquisition is classified as a Reverse Takeover under the Listing Rules, upon completion of the Acquisition, the listing on the Standard Listing segment of the Official List of all the Existing Ordinary Shares will be cancelled and an application made for the immediate admission of the Enlarged Ordinary Share Capital to the Official List by means of a Standard Listing and to trading on the Main Market of the London Stock Exchange pursuant to Chapter 14 of the Listing Rules which sets out the requirements for Standard Listings. The Company will comply with the Listing Principles set out in Chapter 7 of the Listing Rules at Listing Rule 7.2.1 which apply to all companies with their securities admitted to the Official List. In addition, the Company will also comply with the Listing Principles at Listing Rule 7.2.1 A notwithstanding that they only apply to companies which obtain a Premium Listing on the Official List. With regard to the Listing Principles at 7.2.1 A, the Company is not, however, formally subject to such Listing Principles and will not be required to comply with them by the UK Listing Authority.

In addition, 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 meetings its responsibilities under the Listing Rules in connection with certain matters. The Company has not and does not intend to appoint such a sponsor on Re- Admission;
• ● Chapter 10 of the Listing Rules relating to significant transactions;
• ● Chapter 11 of the Listing Rules regarding related party transactions. Nevertheless, the Company will not enter into any transaction which would constitute a "related party transaction" as defined in Chapter 11 of the Listing Rules without the specific prior approval of a majority of the Directors;
• ● Chapter 12 of the Listing Rules regarding purchases by the Company of its Ordinary Shares. In particular, the Company has not adopted a policy consistent with the provisions of Listing Rules 12.4.1 and 12.4.2. The Company will have no authority to purchase its own Ordinary Shares; and
• ● Chapter 13 of the Listing Rules regarding the form and content of circulars to be sent to Shareholders.

The Company is not currently eligible for a Premium Listing under Chapter 6 of the Listing Rules and does not currently intend to seek to transfer to either a Premium Listing or other listing venue. Should the Company determine to seek a transfer to a Premium Listing there is no guarantee that it would able to fulfil the relevant eligibility criteria.

It should be noted that the UK Listing Authority 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. However, the FCA would be able to impose sanctions for non-compliance where the statements regarding compliance in this Document are themselves misleading, false or deceptive.

IMPORTANT INFORMATION

In deciding whether or not to invest in Ordinary 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, Prospectus Rules, Listing Rules and Disclosure 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 Section D (Risks) of the Summary together with the risks set out in the section headed "Risk Factors" beginning on page 19 of this Document.

Neither Beaumont Cornish nor Optiva, nor any person acting on their behalf makes any representations or warranties, express or implied, with respect to the completeness or accuracy of this Document nor does any such person authorise the contents of this Document. No such person accepts any responsibility or liability whatsoever for the contents of this Document or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Acquisition, the Ordinary Shares, the Placing or Admission. Beaumont Cornish and Optiva accordingly disclaim all and any liability whether arising in tort or contract or otherwise which they might otherwise have in respect of this Document or any such statement. Neither Beaumont Cornish nor Optiva, nor any person acting on their behalf accepts any responsibility or obligation to update, review or revise the information in this Document or to publish or distribute any information which comes to its attention after the date of this Document, and the distribution of this Document shall not constitute a representation by Beaumont Cornish or Optiva, or any such person, that this Document will be updated, reviewed, revised or that any such information will be published or distributed after the date hereof.

Beaumont Cornish and Optiva, and any affiliate thereof acting as an Investor for its or their own account(s) may subscribe for, retain, purchase or sell Ordinary Shares for its or their own account(s) and may offer or sell such securities otherwise than in connection with the Placing. Beaumont Cornish and Optiva do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any applicable legal or regulatory requirements.

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 Ordinary 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 Ordinary Shares hereby is prohibited.

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 Ordinary 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 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 Ordinary Shares and the distribution of, this Document under the laws and regulations of any territory in connection with any applications for Ordinary 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 accept any responsibility for any violation of any of these restrictions by any 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 Australia, South Africa, the Republic of Ireland, Canada or Japan. 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, South Africa, the Republic of Ireland, Australia, Canada or Japan or to any national, resident or citizen of Australia, South Africa, the Republic of Ireland, Canada or Japan. This document is not (i) a prospectus for the purposes of Chapter 6D of the Australian Corporations Act 2001 (Cth) (ii) a product disclosure statement for the purposes Part 7.9 of the Australian Corporations Act (Cth) nor (iii) any other disclosure document under the Australian Corporations Act 2001 (Cth), and this document has not been, and will not be, lodged or registered with the Australian Securities and Investments Commission or any other regulator in Australia.

The Ordinary Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any federal or state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Ordinary Shares or confirmed the accuracy or determined the adequacy of the information contained in this Document. Any representation to the contrary is a criminal offence in the United States.

Investors may be required to bear the financial risk of an investment in the Ordinary Shares for an indefinite period. Prospective investors are also notified that the Company may be classified as a passive foreign investment company for United States federal income tax purposes. If the Company is so classified, the Company may, but is not obliged to, provide to U.S. holders of Ordinary Shares the information that would be necessary in order for such persons to make a qualified electing fund election with respect to the Ordinary Shares for any year in which the Company is a passive foreign investment company.

Data protection

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:

• ● verifying the identity of the prospective investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;
• ● carrying out the business of the Company and the administering of interests In the Company;
• ● meeting the legal, regulatory, reporting and/or financial obligations of the Company in the United Kingdom or elsewhere; and
• ● 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:

• ● disclose personal data to third party service providers, agents or functionaries appointed by the Company to provide services to prospective investors; and
• ● 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

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 Re-Admission, 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. 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 Ordinary 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 of the Company and the Articles, 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", "could" 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 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 the Enlarged Group or any further acquisition. 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 guarantees of future performances. 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 9 of Part XII of this Document.

Forward-looking statements contained in this Document apply only as at the date of this Document. Subject to any obligations under the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules, the Company undertakes no obligation publicly to update or review any forward- looking statements, whether as a result of new information, future developments or otherwise.

Third party 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. Where third party information has been used in this Document, the source of such information has been identified. The Company takes responsibility for compiling and extracting, but has not independently verified, market data provided by third parties or industry or general publications and takes no further responsibility for such data. Reference materials include various historical and recent publications.

Currency presentation

Unless otherwise indicated, all references in this Document to "UK Sterling", "British pound sterling", "sterling", or "pounds" are to the lawful currency of the U.K. and to "\$" or "US Dollars" are to the lawful currency of the United States.

International Financial Reporting Standards

As required by the Act and Article 4 of the European Union IAS Regulation, the financial statements of the Company and the MSL Group are prepared in accordance with IFRS issued by International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Committee of the IASB as adopted by the European Union.

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 "Definitions" beginning at page 227.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Document	9 May 2018
General Meeting of the Company	10.00 a.m. on 1 June 2018
Results of General Meeting	10.30 a.m. on 1 June 2018
Completion of Acquisition	4 June 2018
Re-Admission and commencement of dealings in the Enlarged Ordinary Share Capital	8.00 a.m. on 4 June 2018
Crediting of New Ordinary Shares to CREST Accounts	4 June 2018
Share certificates for New Ordinary Shares dispatched	Week commencing 1 June 2018

All references to lime in this Document are to London time unless otherwise stated

STATISTICS

Total number of Ordinary Shares in issue as at the date of this Document	48,183,344
Total Consideration Shares to be issued pursuant to the Acquisition	333,333,333
Total CLN Shares to be issued on Admission	30,115,708
Total number of Placing Shares to be issued on Admission	200,000,000
Gross Proceeds of the Placing	£6 million
Total Fee Shares to be issued on Admission	14,500,000
The Enlarged Share Capital in issue on Re-Admission	626,132,385
Number of Ordinary Shares to be issued on Re-Admission pursuant to the Placing, Acquisition, Fee Shares and satisfaction of the MSL Notes as a percentage of the Enlarged Share Capital	92.3 per cent.
Number of Options and Warrants to be in issue on Admission	53,888,332
Estimated costs in relation to the Acquisition (including due diligence), Placing and Re-Admission	£725,000
Placing Price	3 pence
Market capitalisation of the Company at the Placing Price	£18.8 million

DEALING CODES

ISIN	IM00BDHDTX83
SEDOL	BDHDTX8
LEI	213800JA8ZK1K6CWYP61
TIDM	EML

DIRECTORS, SECRETARY AND ADVISERS

Existing Directors	Cameron William Leslie Pearce (Non-Executive Chairman) III, 10.1 Sam Delevan Quinn (Non-Executive Director) Edward ("Ed") Peter McDermott (Non-Executive Director)
Directors on Admission	Edward ("Ed") Peter McDermott (Non-Executive Chairman) Hayden Thomas Locke (Chief Executive Officer) Robert Christopher Wrixon (Executive Director – Chief Operating Officer)
Director with responsibility for Finance	Robert Wrixon
Registered Office	IOMA House Hope Street Douglas Isle of Man IM1 1AP
Business address of the Directors and principal place of business	Third Floor 47 Charles Street Mayfair London W1J 5EL
Company website	www.emmersonplc.com
Registered Agent, Company Secretary, Administration and Financial Functions	FIM Capital Limited IOMA House Hope Street Douglas Isle of Man IM1 1AP
Auditors and Reporting Accountants	Crowe Clark Whitehill LLP I, 2.1 St Bride's House 10 Salisbury Square London EC4Y 8EH
Financial Adviser	Beaumont Cornish Limited 29 Wilson St London EC2M 2SJ
Joint Financial Adviser, Placing Agent and Broker	Optiva Securities Limited III 5.4.2 49 Berkeley Square Mayfair London W1J 5AZ
Competent Person	SRK Consulting (UK) Limited 5th Floor Churchill House 17 Churchill Way Cardiff Wales CF10 2HH

Company's Solicitors	Hill Dickinson LLP The Broadgate Tower 20 Primrose Street London EC2A 2EW
Company's Isle of Man Advocates	Callin Wild Bank Chambers 15-19 Athol Street Douglas Isle of Man IM1 1LB
Legal advisers as to Moroccan Law	DLA Piper Casablanca S.A.R.L. Casa Marina Business Center Tour Crystal 3, 2eme etage Boulevard des Almohades 20000 Casablanca Morocco
Legal Advisers to Moroccan Salts Limited and British Virgin Island Counsel to the Company	Walkers Global 171 Main Street, PO Box 92 Road Town Tortola British Virgin Islands
Legal advisers to the Financial Adviser and Broker	Thrings LLP Kinnaird House 1 Pall Mall East London SW1Y 5AU
Registrar	Share Registrars Limited 27/28 Eastcastle Street London W1W 8DH
Principal bankers	Barclays Bank PLC Barclays House Victoria Street Douglas Isle of Man IM99 1AJ

PART I

LETTER FROM THE CURRENT CHAIRMAN OF EMMERSON PLC

EMMERSON PLC

(Incorporated in the Isle of Man with company number 013301V)

Existing Directors: Registered Office:

Cameron William Leslie Pearce (Non-Executive Chairman) IOMA House Sam Delevan Quinn (Non-Executive Director) Hope Street Edward ("Ed") Peter McDermott (Non-Executive Director) Douglas

Isle of Man IM1 1AP

To the holders of Existing Ordinary Shares and Holders of Existing Warrants 9 May 2018

Acquisition of the Moroccan Salts Limited ("MSL")

Placing of 200,000,000 Ordinary Shares at £0.03 per Ordinary Share

Admission of 626,132,385 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

1. Introduction

The Company was incorporated on 1 March 2016 in accordance with the laws of the Isle of Man with an indefinite life and with company number 013301V under the name Emmerson Plc.

The Company was admitted to the standard listing segment of the Official List with trading becoming effective on the London Stock Exchange's main market on 15 February 2017 ("Initial Admission"). Concurrent with the Initial Admission the Company raised approximately £913,000 before expenses and adopted an investment policy to undertake one or more acquisitions of target companies, businesses or assets initially focussing on exploration and/or production companies in the natural resources sector in South East Asia, Africa, and the Middle East.

On 16 October 2017 the Company executed a binding agreement with MSL and the shareholders of MSL at such date (each a "Vendor" and together the "Vendors") under the terms of which the Company agreed, subject to due diligence and regulatory approvals, to acquire 100 per cent. of the issued share capital of MSL (the "Acquisition") to be satisfied in full by the issue of 333,333,333 new shares of the Company each at an implied price of £0.03 per share. As the Acquisition would result in a fundamental change in the business of the Company and would constitute a "Reverse Takeover" under the Listing Rules, on 17 October 2017, the Company requested the Financial Conduct Authority ("FCA") suspend trading in its shares pending an application for the Company to have the Enlarged Ordinary Share Capital admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.

On 9 May 2018 the Company and the Vendors executed the Implementation Agreement, under the terms of which both parties confirmed their satisfaction with respective due diligence, and approved the terms of the Acquisition subject only to Re-Admission.

MSL is the holding company for a group of Moroccan companies which are developing the Khemisset potash project located near Rabat in northern Morocco (the "Khemisset Project" or the "Project"). The Directors believe the Khemisset Project has the potential to become a producing potash operation and intend to complete the various exploration work and technical studies required to assess its technical and economic viability. The Directors believe the Project's fundamentals, as borne out by the CPR, appear to provide the potential for a long lived, low capital cost and high operating margin potash mine in Morocco. Further details regarding the Khemisset Project are set out at paragraph 5 of Part I of this Document.

The Acquisition, if completed, will result in the Company becoming an operating company instead of a special purpose acquisition company, and will constitute a reverse takeover under the Listing Rules. This Document, which comprises a prospectus for the purposes of the Prospectus Rules, sets out the background to and reasons for the Acquisition and explains why the Directors consider that the Acquisition is in the best interests of the Company and its shareholders as a whole and recommend that existing Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this Document. The approval of the Resolutions to be proposed at the General Meeting by the existing Shareholders is required to enable the Acquisition to proceed. Further details in relation to the Acquisition are set out in Part III of this Document.

2. Reasons for the Acquisition

The Directors of the Company have been seeking to identify acquisition opportunities within the resources sector to acquire a natural resource asset in a stable jurisdiction that has the potential to transform the Company into a significant international mining and exploration group focused on investing in and acquiring and developing resource projects. The Directors are focused on acquiring interests that are strategically located and are well positioned potentially to contain mineralisation and benefit from the existing transport and power infrastructure as well as new facilities being developed for surrounding projects.

MSL has a substantial ground position in, and extensive technical information on the Khemisset potash basin, and has recently conducted confirmatory drilling on the project area. Both the recent and historic drilling results inform the view of MSL, shared by the Company, that the Khemisset Project could emerge as a highly competitive global potash mine with potential to return substantial gains for new and existing shareholders.

The Directors believe that the following are the key features which make this an attractive project:

• ● the current MSL management team have an existing track record developing and advancing potash projects;
• ● taking into account the value of the Consideration Shares and the CLN Shares and the potential exploration and development opportunities offered by the Khemisset Project, the Acquisition has the potential to generate significant value for Shareholders;
• ● the Acquisition is in line with the Company's stated investing policy;
• ● the Khemisset Project has reported a large Mineral Resource Estimate under the JORC 2012 code;
• ● the Khemisset Project is targeting the production of 60 per cent. K2O muriate of potash (MOP) (known as K60) the most common and saleable grade of MOP;
• ● the Khemisset Project has been under-developed due to a lack of investment and, with investment, and based upon the current resource (as contained in the CPR) and a favourable Scoping Study in due course, the Directors believe that there is potential for a mine life greater than 20 years;
• ● the Khemisset Project benefits from the shallow nature of the ore body (relative to existing potash producers) and its strategic location (relative to existing infrastructure and markets); and

The above is a statement of belief by the Directors and, as such, the Competent Person has not covered this statement in the CPR and accordingly cannot opine on this and therefore it should be treated with caution but none the less are the beliefs of the Directors.

● due to its location and proximity to infrastructure and customers in Morocco, the Khemisset Project has, subject to the conclusions of the planned Scoping Study, the Director's believe the potential to be a low Capital expenditure ("Cap-ex"), high-margin potash project.

Further details of the Khemisset Project are set out in Part II and in the Competent Persons' Reports contained in Part V of this Document. Further details of the terms of the Acquisition are set out in paragraph 3 of this Part I and in paragraph 23 of Part XII.

3. Principal Terms of the Acquisition

Consideration Shares

Under the terms of the Acquisition Agreement and the Implementation Agreement, the Company has agreed, to acquire the entire share capital of MSL for a total consideration of £10,000,000 (ten million pounds), to be satisfied in full by the issue of 333,333,333 new shares of the Company each at an implied price of £0.03 per share (the "Consideration Shares"). In addition, the Company will take on certain liabilities of MSL, and concurrent with the Acquisition raise working capital for the Enlarged Group to take the Khemisset Project forward. The Consideration Shares will be issued and held as follows on Admission:

Moroccan Salts Holdings Limited	1,200	141,843,971
MS Seed Investors Limited	758	89,598,109
Other Vendors	862	101,891,253
Total	–––––––––––––– 2,820 –––––––––––––– ––––––––––––––	–––––––––––––– 333,333,333 –––––––––––––– ––––––––––––––

Completion of the acquisition is subject to:

• (a) approval of the Resolutions;
• (b) completion of the Placing; and
• (c) Re-Admission.

The Acquisition Price will be payable in full on completion of the Acquisition and satisfied by the issue of the Consideration Shares issued immediately on Admission. Certain Vendors have agreed to lock-up restrictions in relation to their Consideration Shares, further details of which are set out at paragraph 23.5 of Part XII of this Document.

Issue of CLN Shares

In addition to acquiring MSL, the Company has, subject to Completion, taken on certain liabilities of MSL. In addition to operating liabilities of the MSL Group (payable by the MSL Group in the ordinary course of business following Completion) the Company has agreed to issue 30,115,708 new Ordinary Shares of the Company as fully paid shares in full satisfaction of the Convertible Loans (the "CLN Shares").

As a condition of issue of the CLN Shares parties receiving the CLN Shares shall sign the Lock-in Agreement in relation to 25 per cent. of CLN Shares with the remaining 75 per cent. of CLN Shares subject to an orderly market agreement (requiring notification to either the Company' management or the Company's broker prior to dealing) for a period of 12 months following Admission.

Further details regarding the Convertible Loan Instrument (pursuant to which the Convertible Loans are due) are set out at paragraphs 23.13 of Part XII respectively.

Distribution of Consideration Shares

Immediately on Admission, each of Moroccan Salts Holdings and MS Seed Investors Limited have agreed to distribute the Consideration Shares they receive on completion of the Acquisition to their respective underlying shareholders (the "Distribution"). Following the Distribution the persons listed below shall be interested in greater than 5 per cent. of the Company's Enlarged Issued Share Capital:

	Number of	Percentage of Issued Ordinary
Shareholder	Ordinary Shares	Shares on Re-Admission
Robert Wrixon* Heshin Kim Mohamed Aghmir	44,233,411 41,278,677 31,914,894	7.06% 6.59% 5.10%

* Mr Wrixon's shareholding is held by Good Spirit International Limited, a company of which Mr Wrixon is the sole legal and beneficial owner.

4. Background information on Moroccan Salts Limited

MSL was incorporated on 5 September 2013 in the British Virgin Islands with company number 1789705.

MSL is a holding company for four Moroccan subsidiaries. MSL Minerals S.A.R.L. ("MSL SARL") is a wholly owned subsidiary of MSL. MSL SARL is the sole shareholder of three further Moroccan subsidiaries, being Unisalts S.A.R.L. ("Unisalts"), JMS S.A.R.L. ("JMS") and Mine de Centre S.A.R.L. ("MdC SARL") (MSL SARL, Unisalts, JMS and MdC SARL together hereinafter referred to as the "Moroccan Subsidiaries" and together with MSL the "MSL Group"). The MSL Group is focussed on developing the Khemisset Project located near Rabat in northern Morocco. A table setting out details of the Moroccan Subsidiaries is set out below:

Name	Country of Incorporation and Company	Date of Number Incorporation	Issued Share Capital	% Owned by the Enlarged Group	Statutory Manager	Activity
MSL Minerals SARL	Morocco Company #: 105359	14 August 2014	10,000 shares of a nominal amount of 10 MAD each	100* (Held by MSL)	Said Hamdioui & Robert Wrixon	Exploration company
JMS S.A.R.L	Morocco Company #: 121291	8 November 2016	200 shares of a nominal amount of 100 MAD each	100 (Held by MSL Minerals SARL)	Mohamed Zanine	Exploration company
Unisalts S.A.R.L	Morocco Company #: 121329	8 November 2016	100 shares of a nominal amount of 100 MAD each	(Held by MSL Minerals SARL)	100 Mohamed Zanine	Exploration company
Mine de Centre SARL	Morocco Company #: 126289	15 August 2017	1,000 shares of a nominal amount of 100 MAD each	100 (Held by MSL Minerals SARL)	Said Hamdioui	Exploration company

* One (1) share of MSL Minerals SARL representing 0.01 per cent. of the company is held on trust for MSL by Said Hamdioui

A group structure chart in relation to the MSL Group is set out below:

** One (1) share of MSL Minerals SARL representing 0.01 per cent. of the company is held on trust for MSL by Said Hamdioui

Further information regarding Moroccan Salts Limited is set out at Part II of this Document.

5. The Khemisset Potash project

The Khemisset Project comprises 39 research permits and 1 mining licence (the "Khemisset Licences") in the Rabat-Salé-Zemmour region of, Morocco. The 39 research permits are held by MSL Minerals SARL and the one salt mining licence (the "Mining Licence") by Mine de Centre SARL. A summary of the Khemisset Licences is set out below:

39 Research Permits, held by MSL Minerals SARL

		Last Renewed
		(in compliance with
Licence Number	Date Granted	Law n° 33-13)	Date of Expiry
3437967	02/08/2015	17/05/2016	01/08/2019*
3437968	02/08/2015	17/05/2016	01/08/2019*
3437969	02/08/2015	17/05/2016	01/08/2019*
3438011	10/10/2016	06/10/2017	09/10/2020*
3438012	10/10/2016	06/10/2017	09/10/2020*
3438013	10/10/2016	06/10/2017	09/10/2020*
3438014	10/10/2016	06/10/2017	09/10/2020*
3438015	10/10/2016	06/10/2017	09/10/2020*
3438016	10/10/2016	06/10/2017	09/10/2020*
3438017	10/10/2016	06/10/2017	09/10/2020*
3438018	10/10/2016	06/10/2017	09/10/2020*
3438019	10/10/2016	06/10/2017	09/10/2020*
3438041	19/12/2016	06/10/2017	18/12/2020*
3438042	19/12/2016	06/10/2017	18/12/2020*
3438043	19/12/2016	06/10/2017	18/12/2020*
3438044	19/12/2016	06/10/2017	18/12/2020*
3438045	19/12/2016	06/10/2017	18/12/2020*
3438046	19/12/2016	06/10/2017	18/12/2020*
3438047	19/12/2016	06/10/2017	18/12/2020*
3438059	26/09/2017	06/10/2017	25/09/2021*
3438060	26/09/2017	06/10/2017	25/09/2021*
3438061	26/09/2017	06/10/2017	25/09/2021*
3438062	26/09/2017	06/10/2017	25/09/2021*
3438063	26/09/2017	06/10/2017	25/09/2021*
3438064	26/09/2017	06/10/2017	25/09/2021*
3438065	26/09/2017	06/10/2017	25/09/2021*
3438171	18/01/2018	18/01/2018	17/01/2021
2138109	11/08/2015	11/08/2015	10/08/2018
2138137	28/12/2015	28/12/2015	27/12/2018
3438068	01/12/2017	06/10/2017	30/11/2021
2138139	09/02/2016	09/02/2016	08/02/2019
2138140	09/02/2016	09/02/2016	08/02/2019
2138141	09/02/2016	09/02/2016	08/02/2019
3438152	31/08/2017	31/08/2017	30/08/2020
3438153	31/08/2017	31/08/2017	30/08/2020
3438154	31/08/2017	31/08/2017	30/08/2020
3438155	31/08/2017	31/08/2017	30/08/2020
3438156	31/08/2017	31/08/2017	30/08/2020
3438157	03/11/2017	03/11/2017	02/11/2020

Mining Licence held by Mine de Centre SARL

	Last Renewed
	(in compliance with
Licence Number	Law n° 33-13)	Date Granted	Date of Expiry
343166	20/05/2016	17/09/2015	16/09/2019

* All these permits have already been renewed for a four year period and are not renewable beyond the date stated. Under the New Mining Code upon the discovery of a workable deposit within the area covered by a research permit, the Group has a right to apply for a mining licence in respect of the relevant area.

As consideration for the acquisition of Mining License on 7 November 2017 Mine de Centre SARL, MSL's indirectly wholly owned subsidiary and the holder of the Mining License, granted seven (7) individuals resident in Morocco a royalty (the "MdC Royalty") of, in aggregate, €1/tonne on salt sales and a royalty of €1/tonne on potash sales relating to salt or potash mined under the Mining License held by Mine de Centre SARL. The grant of the MdC Royalty was consideration for the transfer of ownership of Mine de Centre SARL to MSL Minerals SARL (a wholly owned subsidiary of MSL). The seven individuals granted the royalty (Mr Abdelilah BENYOUB; Mr Mohamed Montasir LEBBAR; Mr Tariq BELMAHI; Mr Idriss LEBBAR; Mr Mohammed Amine LEBBAR; Mr Fatiha IBNKHAYAT ZOUGARI; and Mr Karim MASKANI FILALI) are not connected to MSL, any of the Vendors, the Company, or any of their respective directors and officers. Further details of the MdC Royalty are set out at paragraph 23.12 of Part XII of this Document.

History of Exploration and Technical Work

The Khemisset Project is a potash exploration property located some 80 km east of Rabat and covering an area about 60 km by 20 km. No potash mining has taken place to date.

Three previous drilling campaigns have been performed in the Khemisset Basin, targeting potash; two historical exploration campaigns and one recent verification program. The first, carried out by the association Bureau de Recherches et de Participations Minieres ("BRPM") and Mines Domaniales des Potasses d'Alsace ("MDPA") between 1955 and 1958, consisted of 9 drillholes, totalling 7,518 drilled metres. The second one was performed by BRPM between 1962 and 1969 and included 124 new drillholes. The drilled metres in both historical campaigns totalled 85,315 m. The most recent drilling was conducted by MSL in 2016 and consisted of a three-hole verification program, drilling 1,543 m. Based on the cost per metre of MSL's 2016 drilling campaign, MSL has estimated the 133 historic drill holes, plus the 1974 PFS, would (if conducted at 2018 costings) have a cost of greater than US\$20 million.

JORC Resource Estimate

The SRK Classified Mineral Resource Statement is shown below. The Mineral Resource is contained entirely within the exploration and mining licences displayed in figures 5-2 and 5-3 of the CPR.

SRK Mineral Resource Statement for the Khemisset Potash Deposit, effective date February 2018

Classification		Deposit Tonnage (Mt)	% K2O	Thickness
Inferred	East Central	253.2	10.3	2.3
	Southwest	58.2	9.5	2.6
Total		–––––––––––– 311.4 –––––––––––– ––––––––––––	–––––––––––– 10.2 –––––––––––– ––––––––––––	–––––––––––– 2.4 –––––––––––– ––––––––––––

* Reported above a cut-off grade of 8.5 per cent. K2O and a minimum thickness of 1.5m

Summary of Work Programme following Re-Admission

The Company has outlined a work programme for 2018/2019 ("2018/2019 Work Programme and Budget"), which includes:

• ● Geology desktop work;
• ● Topographical and seismic survey;
• ● Drilling works;
• ● Scoping study (including baseline environmental studies and permitting work); and
• ● Metallurgical testing is planned to be undertaken early in 2019.

The principal aims of the 2018 exploration are to gain further geological information to understand the potential faulting, verify the potash grade and continuity, and further understand the mineralogy within the most prospective parts of the basin. The programme also aims to understand the presence of rinneite within the north-eastern part of the basin. The drilling will also aim to infill the initial mining area to a denser sample grid which may enable parts of the Mineral Resource to have sufficient confidence to be reported as Indicated.

Further details regarding the Khemisset Project is set out in the Competent Person's Report at Part IV of this Document.

6. Morocco

Country Overview

Morocco is located in Northern Africa, bordering the North Atlantic Ocean and the Mediterranean Sea, between Algeria and Mauritania. It occupies a strategic location along the Strait of Gibraltar, and is the only African nation to have both Atlantic and Mediterranean coastlines.

Morocco has capitalised on its proximity to Europe and relatively low labor costs to work towards building a diverse, open, market-oriented economy. Key sectors of the economy include agriculture, tourism, aerospace, automotive, phosphates, textiles, apparel, and subcomponents. Morocco has increased investment in its port, transportation, and industrial infrastructure to position itself as a center and broker for business throughout Africa. Industrial development strategies and infrastructure improvements - most visibly illustrated by a new port and free trade zone near Tagier - are improving Morocco's competitiveness.

The population of Morocco is estimated at 34 million. During the second half of the 20th century, Morocco became one of the world's top emigration countries, creating large, widely dispersed migrant communities in Western Europe. The Moroccan Government has encouraged emigration since its independence in 1956, both to secure remittances for funding national development and as an outlet to prevent unrest in rebellious (often Berber) areas. Although Moroccan labor migrants earlier targeted Algeria and France, the flood of Moroccan "guest workers" from the mid-1960s to the early 1970s spread widely across northwestern Europe to fill unskilled jobs in the booming manufacturing, mining, construction, and agriculture industries. Host societies and most Moroccan migrants expected this migration to be temporary, but deteriorating economic conditions in Morocco related to the 1973 oil crisis and tighter European immigration policies resulted in these stays becoming permanent.

Company Law and Applicable Law covering Exploration and Mining Operations

Investing in Morocco does not require a foreign investor to partner with a local shareholder and there are no restrictions on the percentage share capital a foreign investor can hold in a local subsidiary (except in a limited number of regulated sectors such as airport and port operation (but not extending to exploration and mining sectors).

Foreign exchange regulation in Morocco has been significantly liberalized over the last few years. Generally, there are no limitations on foreign investment, especially for inflow of funds, except in some specific business sectors such as agriculture, fishery or audio-visual (but not extending to exploration and mining sectors). The repatriation of dividends, profits, interest on shareholder's loans, proceeds resulting from sale of shares and assets or liquidation of a Moroccan company are not subject to the prior authorisation of the foreign exchange regulator provided that (i) the initial investment qualifies as a foreign investment and (ii) the required filings have been done in a timely manner.

For over 60 years the mining sector was governed by the Mining Code of 1951, which had long ago become obsolete. Its overhaul came about through the introduction of the New Mining Code, following the enactment of Law 33.13 of July 2015 and its implementation decree in April 2016 (as implemented, the "New Mining Code"). All of the Khemisset Licences are granted under the New Mining Code.

The New Mining Code introduces new types of mining authorizations, increases the term of a mining licence to ten years and now covers all mineral substances with the exception of phosphates (reserved for the State) and construction materials.

The New Mining Code allows for three types of mining rights within a specified area:

• ● An exploration authorization, granted for two years and renewable once for two years over areas of 100 to 600 km2. Applicants must enter into a contract with the mining administration detailing the planned exploration activities and investments
• ● A research permit, granted for three years over an area measuring 4 km2. It is renewable once for four years, subject to a minimum expenditure requirements being satisfied. Unlike in other mining jurisdictions, the surface area of the permit is not reduced upon renewal. Gives the holder the exclusive right to explore for mineral substances contained within the perimeter of the permit, in particular through studies and geological works, geochemistry and geophysical, surveys and mining works, in order to determine the presence of a deposit. On grant or renewal of a research permit an applicant must submit a work programme and budget for approval. During the term of a research permit holders must meet minimum expenditure requirements of 33,000 MAD per km2 of permit area (rising to 66,000 MAD per km2 during any renewal period).
• ● A mining licence, granted for ten year terms and renewable for successive periods of ten years until the reserves are exhausted. Gives the holder the exclusive right to mine and sell mining products from the deposit which includes the right to carry out studies, marketing, preparatory works, and mining and refinement activities, as well as developing the infrastructure to carry out these activities. The minimum size of a mining licence is 1km2 but total area must not be greater than the previous research permit. The application costs for a mining licence is 18,000 MAD; the first renewal fee is 34,800 MAD; and the second renewal fee: 60,000 MAD. No land has to be dropped upon renewal.

Holders of a research permit may at any time during the term of their permit request the grant, within the area of their research permit, of a mining license. Discovery of a deposit within the perimeter gives the holder of a research permit the exclusive right (during the term of the permit) to apply for the mining license covering the discovery. The applicant must pay an administration fee and provide, amongst other things, (a) a statement giving details of completed studies and works, the results of such studies and works and the supporting documents relating to expenditure; (b) a geological report showing the existence of reserves justifying the granting of the exploitation license; (c) a feasibility study; (d) a works program; and (e) an environmental impact assessment.

Mining rights must be held by a Moroccan legal entity but there are no restrictions on foreign shareholders.

Surface infrastructure associated with the Enlarged Group's strategy to develop a future mine, such as underground portal, process plant and waste storage facilities, will require the Enlarged Group to acquire land rights across a large surface area. Depending on the location of this infrastructure, there may be a need to relocate residential properties or compensate land owners for long-term loss of income, for example from agricultural land; such costs could be significant and add to the expected capital costs of the Khemmiset Project.

Where land access rights in relation to a permit or mining licence are required, they may come about through the land owner selling or renting the land upon which the State has granted a mining title. Any rental agreement must specify that the land is to be used for researching minerals or exploiting mining products. In the event of a failure to reach an amicable sales/rental agreement with the land owner, the administration can authorize the mining title holder to temporarily occupy the land within the perimeter of the mining title or, as the case may be, outside this perimeter. The mining title holder must pay the owner an 'allowance' for the temporary occupation of the land, the amount of which is agreed by the parties. In the event of disagreement regarding this amount, it will be determined by the competent provincial authority, taking into account in particular the location of the plot of land, and the usual rental value in the area with respect to research and exploitation of mining products.

Transparency and environment

Mining title holders must provide the administration with information on their mining activities, including geological reports, mining statistics, work programs, budgets and information on products extracted. The code allows agents from government departments to make site visits to audit this information, however, further details on these submissions will be set out in future regulations.

Mining operations must be carried out in accordance with all environmental legislation currently in force, which includes a requirement to submit an environmental impact assessment. Furthermore, and in line with many other jurisdictions in Africa, permit holders must now develop a mine abandonment plan in accordance with the requirements set by regulations.

Moroccan environmental legislation (in particular articles 69 and 70 of law n° 11-03) allows the mining administration to require a mining operator to rehabilitate any environmental degradation that it has caused. The New Mining Code also provides that a mining title holder must take appropriate measures immediately for the protection of people and the environment in the event of an incident arising from any of its activities (article 57). The mining title holder must comply with this provision (including where the incident arose as a result of former mining works) and, depending on the terms of the contract by which the transfer was made, may then seek compensation from the former mining title holder.

While the Mining Code doesn't provide for any mandatory rehabilitation works at the end of the exploration or exploitation activities, article 14 of the application decree provides that a renunciation of a mining title will be subject to "the completion of the works necessary for the safety of the completed installations and the protection of the deposit".

The New Mining Code provides a legal structure that contemplates, and indeed depends on, various regulatory texts and legislative instruments which have yet to be published. These regulations will provide greater detail to the New Mining Code's existing provisions, particularly in the areas of local content, community development initiatives, environmental protection and abandonment of the mine.

Fiscal provisions

Common tax liabilities that will apply to the Enlarged Group operating in Morocco include:

• ● corporate income tax (CIT) of 35 per cent., or 17.5 per cent. if product is exported (mining companies receive a full exemption from CIT for the first five (5) years of commercial operation);
• ● value added tax (VAT) of 20 per cent., with reduced rates for certain transactions of 8 per cent., 10 per cent. or 14 per cent.;
• ● whilst there is currently no legislation applicable to the Group that would require it to grant the Moroccan Government, or any local partner, a stake in the mining operations, further regulations or statutory instruments may impose obligations on the Group in the future; and
• ● transfer tax registration duty at rates from 4 per cent. to 6 per cent..

Mining companies are also subject to an annual 'mining tax' ranging from one to three MAD (one MAD is equivalent to approximately £0.08) per tonne extracted, as specified by the regional authorities where the mining activity takes place.

The New Mining Code provides a legal structure that contemplates, and indeed depends on, various regulatory texts and legislative instruments which have yet to be published. These regulations will provide greater detail to the New Mining Code's existing provisions, and may grant the Government a right of participation in mining projects, or other form of free carry interest, or impose royalties or other taxes on the activities of resource companies (including potash). As at the date of this Document there is no guidance or consultation process that gives any indication of the likely terms of such a right or future royalty (if any such right or royalty is indeed granted), but if the terms of such right were onerous, or provided the Moroccan State with a large interest in the Khemisset Project or a larger than expected royalty, this would have an adverse impact on the valuation of the Company and the Group's future share of revenues from mining activities.

7. The Potash Market

Potash

The term potash refers to a group of potassium bearing minerals and chemicals. Potash is a fertiliser used in potassium deficient soil, to increase crop yields and improve the quality of the plant. It may be used in combination with nitrogen and phosphate, to increase the yields of important crops such as corn, soybeans, grains, and rice. Potassium protects plants from extreme temperatures, helps plants to fight stress and disease, reduces wilting, strengthens roots and stems, and assists in transferring food. It activates plant enzymes to ensure plants use water efficiently.

Potassium chloride ("KCl"), or muriate of potash ("MOP"), is the most globally important source of potash. Sulphate of potash ("SOP") is less common and sells for a premium price.

Potash plays a central role in helping feed the world's growing population. Approximately 95 per cent. of world potash production is used as fertiliser, the rest is used in a variety of chemical and manufactured products. There is no substitute for potash.

Existing Commercial Potash Operations

The key global producing countries are Canada, Russia, Belarus and China, accounting for some 75 per cent. of world production (2015). Nutrien (the result of the PotashCorp and Agrium merger), Mosaic, Uralkali, Belaruskali are the largest producers.

Key producers estimated that, in 2017, global demand for MOP would range between 62 Mt and 64 Mt up from approximately 60 Mt in 2016. Industry participants expect 2018 to be another year of strong demand growth, led by Latin America and China, with up to 65 Mt of global consumption. From 2001 to 2016, Potash grew with a compound average growth rate of 2.7 per cent.. Argus FMB expects similar growth for the future. MOP remains the cheapest source of potassium for agricultural purposes and so demand is expected to remain robust for the foreseeable future.

Potash Prices

The Canadian potash producers formed a consortium called the Canadian Potash Exporters ("Canpotex"), which is jointly owned by the three Canadian fertiliser producers. Its role is to market and export all potash produced in the province of Saskatchewan which is to be sold outside of North America. The Belarussian Potash Co was formerly the marketing agent for Belarussian and Russian potash, however, this consortium collapsed in July 2013 and has yet to be reformed. The prices agreed each year by the Russian and Belarussian producers as well as Canpotex typically acts as a benchmark for global spot prices. For many years, the free on board ("FOB") Vancouver potash prices were stable at just over US\$100 a tonne. Growing consumption of food towards the end of the 20th century and early 21st century, as well as controlled marketing by the key producers, led to a demand/supply imbalance, which saw prices rise to almost US\$900 a tonne in 2008 before dropping back as the world economy slipped into recession. Since 2011, spot potash prices at the Port of Vancouver have fallen from around US\$490/t metric tonne to their current levels of approximately US\$230 metric tonne in March 2018.

Potash Producers

According to PotashCorp, the largest Canadian producer, global potash shipments have risen from approximately 43 million metric tonnes in 2001 to around 61 million metric tonnes in 2016, representing a compound annual growth rate ("CAGR") of approximately 2.7 per cent. Many producers agree that 2017 was a record year for potash consumption with demand estimated to be in the range of 62 to 64 million metric tonnes. Key potash producers are forecasting 2018 to be another record with demand up to 65 million tonnes. Global growth in demand is currently being driven by increasing Latin American demand, particularly in Brazil, which is the largest seaborne market for potash; China and South-East Asia. Africa currently has low fertilizer application rates compared to other regions due to the lack of accessibility and affordability to smallholder farmers and there exists a great opportunity in Africa to transform agricultural productivity by improving its fertilizer supply chain. Africa has a rapidly growing food market that may be worth more than \$1 trillion by 2030.

8. Directors and Key Management

Details in relation to the Directors and Key Management of the Enlarged Group are set out in Part III of this Document.

9. The Enlarged Group's trading strategy and prospects

Following Admission the Enlarged Group has approved the 2018/2019 Work Programme and Budget, which includes:

• ● Geology desktop work;

• ● Topographical and seismic survey;

• ● Drilling works;

• ● Scoping study (including baseline environmental studies and permitting work); and
• ● Metallurgical testing is planned to be undertaken in 2019.

The principal aims of the 2018/2019 Work Programme and Budget are to gain further geological information to understand the potential faulting, verify the potash grade and continuity, and further understand the mineralogy within the most prospective parts of the Khemisset Project. The programme also aims to understand the presence of rinneite within the north-eastern part of the Khemisset Project. The drilling will also aim to infill the initial mining area to a denser sample grid which may enable parts of the Mineral Resource to have sufficient confidence to be reported as Indicated. SRK Consulting (UK) Limited ("SRK") has been requested by the Company to prepare a Competent Persons Report ("CPR") on the Khemisset Project and has confirmed that it considers the 2018/2019 Work Programme and Budget warranted. Furthermore, SRK believes that the information gained from this programme will address faulting and mineralogy risks associated with the Khemisset Project. SRK has confirmed that the 2018/2019 Work Programme and Budget, and accompanying budget presented for the required work, is reasonable and achievable over the Working Capital period following Admission. Further detail on the Work Programme is set out in the CPR.

The Directors believe that both the recent and historic drilling results inform the view of MSL, shared by the Company, that the Khemisset Project could emerge as a top tier global potash mine with potential to return substantial gains for new and existing shareholders.

The Directors believe that the current MSL management team have an existing track record developing and advancing potash projects and creating shareholder value and that the 2018/2019 Work Programme and Budget has the potential to increase the size of the Khemisset Project resource (detailed at 10 of Part I of this Document) and achieve near-term shareholder value that has not previously been unlocked due to a lack of investment.

10. The Placing and Use of Proceeds

The Company was formed to undertake one or more acquisitions of target companies, businesses or assets initially focussing on exploration and/or production companies in the natural resources sector in South East Asia, Africa, and the Middle East.

The Acquisition represents the execution of this strategy by the Directors and the Net Proceeds of the Placing, being £5,275,000, being the gross proceeds of £6 million raised through the Placing less Costs (£725,000), will be used to develop and advance the Khemisset Project with a view to generating value for Shareholders. None of the Costs will be charged to the Placees or to any Shareholders. Details of the Placing are set out in Part V of this Document. The only condition to completion of the Placing is Admission. All funds in relation to the Placing have been raised by the Company and are either being held in escrow by Optiva pending Admission or will be received in conjunction with Admission.

The maximum funding requirement of the Enlarged Group over the next 12 to 18 months, excluding any funding which may be required for potential corporate acquisitions, will be available from the net proceeds of the Placing. A summary of the 2018/2019 Work Programme and Budget is set out below:

Payment of €600,000 deferred consideration in relation to the acquisition of JMS S.A.R.L Payment of US\$200,000 deferred consideration in relation to the acquisition of Unisalts S.A.R.L Geology desktop work Topographical and seismic survey Drilling works Scoping study (including conduct baseline studies in connection with the environmental and social impact assessment (the "ESIA") and, in 2019, commence the permitting process) Metallurgical testing Transaction Costs 980,000 Enlarged Group corporate costs Enlarged Group operational costs* 950,000 Contingency –––––––––––––– TOTAL ––––––––––––––	Budget Expenditure	US\$'000
		752,700 200,000 25,000 343,000 1,600,000 200,000
		250,000
		415,000
		250,000
		5,965,700 ––––––––––––––

Following Admission, net of Transaction Costs (set out above), the Enlarged Group will have funds of approximately £5,600,000 available (US\$7,560,000 at the Exchange Rate).

Upon re-admission, the Company will have sufficient funds to meet the minimum exploration expenditure and work programme requirements in respect of each research permit for the working capital period.

Further detail on the Work Programme is set out in Section 8 of the CPR.

11. Admission to trading on the Official List

The Directors will apply for the Ordinary 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. Dealings in the Ordinary Shares in issue immediately after Re-Admission are expected to commence at 8.00 a.m. on 4 June 2018, 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 made available on the Company's website at www.emmersonplc.com from the date of publication of this Document.

12. CREST

The Articles permit the Company to issue Ordinary Shares in uncertificated form in accordance with the CREST Regulations. Further details about CREST are set out in Part IV of this Document.

13. Takeover Code

The City Code applies to the Company and, as a result, Shareholders are entitled to the benefit of the takeover offer protections provided under the City Code, further details of which are set out in paragraph 22 of Part XIII of this document.

Following Admission, the following Shareholders, details of whom are set out in the notes below, are deemed to be acting in concert under the City Code (the "Concert Party"). As set out below, the Concert Party will hold 169,181,480 Ordinary Shares on Admission representing 27.02 per cent. of the Company's Enlarged Issued Share Capital (see columns B and C). Certain of those Concert Party members have been issued Options (in column D) and therefore, should only these Options be exercised (irrespective of the terms of the Option precluding exercise in certain circumstance, as set out below) the maximum potential shareholding would be 199,681,480 Ordinary Shares representing 30.41 per cent. of the Company's so enlarged share capital (see columns E and F).

A: Shareholder (see Notes below)	B: Ordinary on Admission	C: % of Enlarged Issued Shares Share Capital on Admission	on Admission	E: Fully Diluted shareholding (assuming full exercise of the Options held by the D: Options Party Concert members)	F: % of so enlarged Share Issued Capital*
Robert Wrixon (1)	44,233,411	7.06%	6,000,000	50,233,411	7.65%
Hayden Locke (1)	827,423	0.13%	12,000,000	12,827,423	1.95%
Phil Cleggett (2)	1,654,846	0.26%	5,000,000	6,654,846	1.10%
Gerard Wrixon (1)	3,523,082	0.56%	–	3,523,082	0.59%
Heshin Kim (3)	41,278,677	6.59%	–	41,278,677	6.29%
Daniel and Julie Eddington (3)	18,835,397	3.01%	–	18,835,397	2.87%
Joseph Burke (3)	29,396,020	4.69%	–	29,396,020	4.48%
Lachlan Rutherford (3)	1,891,253	0.30%	–	1,891,253	0.29%
Benjamin Pearson (4)	827,423	0.13%	–	827,423	0.13%
Jeffrey Lindhorst (1)	–	0.00%	1,500,000	1,500,000	0.23%
Said Hamdioui (2)	14,893,617	2.38%	6,000,000	20,893,617	3.18%
Sadik Hamdioui (2)	11,820,331 –––––––––––––	1.89% –––––––––––––	– –––––––––––––	11,820,331 –––––––––––––	1.80% –––––––––––––
Total	169,181,480 ––––––––––––– –––––––––––––	27.02% ––––––––––––– –––––––––––––	30,500,000 ––––––––––––– –––––––––––––	199,681,480 ––––––––––––– –––––––––––––	30.41% ––––––––––––– –––––––––––––

* assuming only the members of the Concert Party exercise Options

Notes:

• (1) Robert Wrixon and Hayden Locke are directors of MSL. Gerard Wrixon is the father of Robert Wrixon. Jeffrey Lindhorst is MSL's Exploration Manager;
• (2) Phil Cleggett and Said Hamdioui are consultants to MSL. Sadik Hamdioui is the brother of Said Hamdioui;
• (3) Heshin Kim, Daniel and Julie Eddington, Joseph Burke and Lachlan Rutherford are deemed to in concert with Robert Wrixon due to current and past business relationship(s); and
• (4) Benjamin Pearson is deemed to be in concert with Hayden Locke due to an existing business relationship.

In respect of the Concert Party, whilst their shareholding is currently below the Rule 9 threshold of 30 per cent., for so long as they are deemed to be acting in concert as defined by the City Code, should the Concert Party increase their shareholding through 30 per cent. they would be required to make a general offer for the Company.

Furthermore, a term of the Options, details of which are contained in paragraph 3.9 to 3.11 of Part XIII of this document, is that the respective holder shall not exercise rights under the Option (and require new Ordinary Shares to be issued to such party) to the extent that to do so would result in their interest in Ordinary Shares, or the interest of any Concert Party (as defined in the City Code) of which they are a member, being equal to or greater than 30 per cent. (the threshold under Rule 9 of the City Code above which such individual or Concert Party is required to make a mandatory offer for the outstanding shares of the Company). Should this term be waived or otherwise disregarded and as a result of an exercise of Options the holding of the Concert Party goes through 30 per cent., the Concert Party would be required to make a general offer for the Company under Rule 9 of the City Code.

14. Dividend policy

The objective of the Directors is the achievement of substantial capital growth. In the short term they do not intend to declare a dividend.

15. Taxation

Further information on taxation with regards to the Ordinary Shares and the effect on the Company's Isle of Man incorporation is set out in Part XI of this Document.

16. Further Information

The attention of prospective investors is also drawn to the remaining of this Document, which contains further information on the Enlarged Group.

17. 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, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW at 10.00 a.m. BST on 1 June 2018, for the purpose of considering, and if thought fit, passing the Resolutions.

Resolution 1 will be proposed as an ordinary resolution and seeks to approve the Acquisition.

Resolution 2 is an ordinary resolution and authorises the Directors to issue the Consideration Shares, Placing Shares, Consideration Shares, the CLN Shares and the Fee Shares free from pre-emption.

Resolution 3 is an ordinary resolution to authorise the issue by Directors of up to 500,000,000 (five hundred million) new Ordinary Shares following Re-Admission.

Resolution 4 is a special resolution and seeks to (a) dis-apply pre-emption rights in the Articles in connection with the issue of the Consideration Shares, Placing Shares, the CLN Shares and the Fee Director Shares; and (b) authorise the issue up to a further 500,000,000 (five hundred million) Ordinary Shares following Re-Admission free of any right of pre-emption, representing 79.86 per cent. of the Enlarged Issued Share Capital.

Action to be taken

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 registered agent FIM Capital Limited at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP or by fax to +44 (0)1624 604790 or by email to jocallaghan@fim.co.im as soon as possible but in any event not later than 10.00 a.m. BST on 30 May 2018. 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.

18. Recommendation

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. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions necessary to approve and implement the Acquisition as they intend to do in respect of their own beneficial holdings of Ordinary Shares, representing approximately 18.68 per cent. of the existing issued share capital.

Yours faithfully

Cameron Pearce Non-Executive Chairman

PART II

INFORMATION ON MOROCCAN SALTS LIMITED

1. Introduction

• 1.1 The Company is a company limited by shares, incorporated on 5 September 2013 in the British Virgin Islands with BVI company number 1789705. The principal legislation under which the Company operates is the BVI Business Companies Act 2004 and the regulations made thereunder. The Company's registered office of the Company is located at PO. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. The Company's financial year ends on 31 December.
• 1.2 The Company acts as the ultimate holding company for four Moroccan subsidiaries. MSL Minerals SARL ("MSL SARL") is a wholly owned subsidiary of the Company. MSL SARL is the sole shareholder of three further Moroccan subsidiaries, being Unisalts S.A.R.L. ("Unisalts"), JMS S.A.R.L. ("JMS") and Mine de Centre S.A.R.L. ("MdC SARL") (MSL SARL, Unisalts, JMS and MdC SARL together hereinafter referred to as the "Moroccan Subsidiaries" and together with the Company the "Group" or the "Enlarged Group").
• 1.3 The Moroccan Subsidiaries were all incorporated in Morocco as Moroccan limited liability companies. Full details are set out below:

Name	Country of Incorporation and Company	Date of Number Incorporation	Issued Share Capital	% Owned by the Enlarged Group	Statutory Managers	Activity
MSL Minerals SARL	Morocco Company #: 105359	14 August 2014	10,000 shares of a nominal amount of 10 MAD each	100* (Held by MSL)	Said Hamdioui & Robert Wrixon	Exploration company
JMS SARL	Morocco Company #: 121291	8 November 2016	200 shares of a nominal amount of 100 MAD each	100 (Held by MSL Minerals SARL)	Mohamed Zanine	Exploration company
Unisalts SARL	Morocco Company #: 121329	8 November 2016	100 shares of a nominal amount of 100 MAD each	100 (Held by MSL Minerals SARL)	Mohamed Zanine	Exploration company
Mine de Centre SARL	Morocco Company #126289	15 August 2017	1,000 shares of a nominal amount of 100 MAD each	100 (Held by MSL Minerals SARL)	Said Hamdioui	Exploration company

* One (1) share of MSL Minerals SARL representing 0.01 per cent. of the company is held on trust for MSL by Said Hamdioui

2. A group structure chart in relation to the MSL Group is set out below:

** One (1) share of MSL Minerals SARL representing 0.01 per cent. of the company is held on trust for MSL by Said Hamdioui

3. MSL Issued Share Capital

• 3.1 The Company has an authorised share capital of 50,000 shares of a single class each with a par value of US\$1.00.
• 3.2 During the period covered by the historical financial information and up to the date of this document, the Company has issued and allotted common shares, as follows:

Date of Issue	Description	No. of Shares	Total No. of Shares
08.10.13	Issue to Moroccan Salts Holdings Ltd	1	1
08.10.13	Issue to MS Seed Investors Ltd	1	2
13.06.14	Issue to Moroccan Salts Holdings Ltd	1,199	1,201
13.06.14	Issue to MS Seed Investors Ltd	199	1,400
21.09.14	Issue to MS Seed Investors Ltd	93	1,493
16.02.16	Issue to MS Seed Investors Ltd	65	1,558
16.06.16	Issue to MS Seed Investors Ltd	400	1,958
12.04.18	Issue of shares as consideration for Khemisset	862	2,820
	Project acquisition and to various management, consultants, partners for services provided

3.3 As at the date of this Document MSL has a total of 2,820 issued shares, each of nil par value.

4. Details of Outstanding Options and Warrants

4.1 As at the date of this Document, other than the MSL Notes issued pursuant to the Convertible Loan Instrument (detailed at paragraph 4 of this Part II) there are no options or warrants or other rights over unissued shares of MSL outstanding.

5. Details of Outstanding Convertible Loan Notes

• 5.1 On 30 August 2017 the Company adopted a deed poll establishing unsecured convertible notes (the "Convertible Loan Instrument") on the terms set out below:
• ● the Convertible Loan Instrument provides for a facility limit of US\$1,000,000.
• ● notes issued under the Convertible Loan Instrument ("MSL Notes") will not include a coupon and do not accrue interest at any rate;

• ● the MSL Notes will be unsecured;

• ● the MSL Notes will mandatorily convert immediately prior to any of the following events (the "Conversion Events"):

• ● immediately prior to a trade sale;
• ● three business days prior to the securities of the Company being listed on a stock exchange ("IPO");
• ● immediately prior to the issuance of listed securities as payment for the acquisition of the company's securities as part of a reverse takeover ("RTO"); or
• ● the maturity date.
• ● the MSL Notes may only be converted in the event of a Conversion Event;
• ● the MSL Notes will be convertible into ordinary shares at a 25 per cent. discount to the share price paid on issue of new shares as part of a IPO/RTO or as calculated in the event of a trade sale;
• ● the Notes have a maturity date of 31 August 2019. Should the Notes not be mandatorily converted in accordance with the above prior to the maturity date, the MSL Notes will automatically convert ordinary shares in the Company at a deemed company valuation of US\$9M on a pre-money basis;
• ● the MSL Notes shall be redeemed after receipt of written notice from the majority of the noteholders after any of the following events:
• ● an insolvency event as defined in the Convertible Loan Instrument; or
• ● following any person or entity enforcing any of its security for funds advanced under any facility agreement.
• ● the Company is not permitted to pay any dividend or capital return while the MSL Notes remain outstanding; and
• ● the terms of the Convertible Loan Instrument are governed by the laws of the British Virgin Islands.
• 5.2 As at the date of this Document a total of US\$950,000 of MSL Notes have been subscribed for and are outstanding.
• 5.3 On 8 May 2018 each of the subscribers for MSL Notes (set out at paragraph 5.1 above) (each a "Note Subscriber") signed a letter agreement confirming that, subject to Admission, they would receive new Ordinary Shares of the Company in full satisfaction of amounts due to them under the MSL Notes. In aggregate the Company has agreed to issue 30,115,708 new Ordinary Shares (the "CLN Shares") in full satisfaction of all liabilities under the Convertible Loan Instrument.

6. Details of Directors and Senior Management

• 6.1 As at the date of this document MSL has two directors:
• ● Robert Christopher Wrixon is Managing Director of MSL; and
• ● Joseph Patrick Burke is a Director of MSL.
• 6.2 On completion of the Acquisition Mr Joseph Burke will stand down as a Director of MSL with Mr Hayden Locke being appointed as a second director of MSL.

7. Directors Terms of Employment

7.1 Following completion of the Acquisition all existing arrangements of the Directors of MSL will be terminated and replaced with new agreements directly with the Company. Summaries of the terms of the service agreements for each of the Directors following Admission are set out at paragraph 11 of Part XII of this Document.

8. MSL Acquisition of the Khemisset Project

8.1 MSL acquired the Khemisset Licences that comprise the Khemisset Project pursuant to a series of acquisition agreements in 2014. Details of the terms of the Khemisset Acquisition Agreements (and subsequent deeds of amendment) are set out at paragraph 23.11 of Part XII of this Document.

9. Khemisset Project Khemisset Licences

9.1 The Khemisset Project comprises 39 research permits and 1 mining licence in the Rabat-Salé-Zemmour region of, Morocco. The 39 research permits are held by MSL Minerals SARL and the one mining licence is held by Mine de Centre SARL. A summary of the Khemisset Licences is set out below:

39 Research Permits, held by MSL Minerals SARL

Permit Number	Last Renewed (in compliance with Law n° 33-13)	Date Granted	Date of Expiry
3437967	17/05/2016	02/08/2015	01/08/2019*
3437968	17/05/2016	02/08/2015	01/08/2019*
3437969	17/05/2016	02/08/2015	01/08/2019*
3438011	06/10/2017	10/10/2016	09/10/2020*
3438012	06/10/2017	10/10/2016	09/10/2020*
3438013	06/10/2017	10/10/2016	09/10/2020*
3438014	06/10/2017	10/10/2016	09/10/2020*
3438015	06/10/2017	10/10/2016	09/10/2020*
3438016	06/10/2017	10/10/2016	09/10/2020*
3438017	06/10/2017	10/10/2016	09/10/2020*
3438018	06/10/2017	10/10/2016	09/10/2020*
3438019	06/10/2017	10/10/2016	09/10/2020*
3438041	06/10/2017	19/12/2016	18/12/2020*
3438042	06/10/2017	19/12/2016	18/12/2020*
3438043	06/10/2017	19/12/2016	18/12/2020*
3438044	06/10/2017	19/12/2016	18/12/2020*
3438045	06/10/2017	19/12/2016	18/12/2020*
3438046	06/10/2017	19/12/2016	18/12/2020*
3438047	06/10/2017	19/12/2016	18/12/2020*
3438059	06/10/2017	26/09/2017	25/09/2021*
3438060	06/10/2017	26/09/2017	25/09/2021*
3438061	06/10/2017	26/09/2017	25/09/2021*
3438062	06/10/2017	26/09/2017	25/09/2021*
3438063	06/10/2017	26/09/2017	25/09/2021*
3438064	06/10/2017	26/09/2017	25/09/2021*
3438065	06/10/2017	26/09/2017	25/09/2021*
3438171	18/01/2018	18/01/2018	17/01/2021
2138109	11/08/2015	11/08/2015	10/08/2018
2138137	28/12/2015	28/12/2015	27/12/2018
3438068	06/10/2017	01/12/2017	30/11/2021
2138139	09/02/2016	09/02/2016	08/02/2019
2138140	09/02/2016	09/02/2016	08/02/2019
2138141	09/02/2016	09/02/2016	08/02/2019
3438152	31/08/2017	31/08/2017	30/08/2020
3438153	31/08/2017	31/08/2017	30/08/2020
3438154	31/08/2017	31/08/2017	30/08/2020
3438155	31/08/2017	31/08/2017	30/08/2020
3438156	31/08/2017	31/08/2017	30/08/2020
3438157	03/11/2017	03/11/2017	02/11/2020

Mining Licence held by Mine de Centre SARL

	Last Renewed
	(in compliance with
Licence Number	Law n° 33-13)	Date Granted	Date of Expiry
343166	20/05/2016	17/09/2015	16/09/2019

*All these permits have already been renewed for a four year period and are not renewable beyond the date stated. Under the New Mining Code upon the discovery of a workable deposit within the area covered by a research permit, the Group has a right to apply for a mining licence in respect of the relevant areas.

10. MSL Material Contracts

10.1 Summaries of material contracts of the MSL Group are set out at paragraph 23 of Part XII of this Document.

PART III

DIRECTORS, PROPOSED DIRECTORS, KEY MANAGEMENT AND CORPORATE GOVERNANCE

Details of the Directors and Key Management and their backgrounds are as follows:

1. Directors as at the date of this Document

Cameron William Leslie Pearce, age 46, Non-Executive Chairman

Cameron Pearce has extensive professional experience in both the Australian and United Kingdom finance industries. In recent times he has provided corporate, strategic, financial and advisory assistance to private and public companies in both Australia and the United Kingdom. Mr Pearce is a member of the Australian Institute of Chartered Accountants and has been in commerce over fifteen years holding senior financial and management positions in both publically listed and private enterprises in Australia, Europe, Asia, Africa and Central America. Mr Pearce is a former Non-Executive director of Stallion Resources Plc, a company which delisted from AIM on 11 November 2015. Stallion Resources Plc listed on AIM on 13 February 2012. On 9 May 2014, Stallion Resource's Plc's shareholders approved a new AIM Investing Policy which was to invest in and/or acquire companies and/or projects within the natural resources and/or energy sector with potential for growth. Stallion Resources Plc did not implement its AIM Investing Policy or complete an AIM Reverse Takeover within the 12 months following approval of the new AIM Investing Policy. Mr Pearce has considerable corporate and international expertise and over the past decade has focussed on mining and exploration activities.

Sam Delevan Quinn, age 40, Non-Executive Director

Sam Quinn is a corporate lawyer with over a decade's worth of experience in the natural resources sector, in both legal counsel and executive management positions. Mr Quinn is currently the Director of Corporate Finance and Legal Counsel for the Dragon Group, a London-based natural resources venture capital firm, a Non-Executive Director of AIM quoted Red Rock Resources Plc and formerly AIM quoted Glenwick Plc, and the company secretary of formerly AIM quoted Stratmin Global Resources Plc. Mr Quinn has gained significant experience in the administration, operation, financing and promotion of natural resource companies. Prior to working in the natural resources sector, Mr Quinn worked as a corporate lawyer for Jackson McDonald Barristers & Solicitors in Perth, Western Australia and for Nabarro LLP in London.

Edward ("Ed") Peter McDermott, age 35, Non-Executive Director

Ed McDermott started his city career with credit derivative broking firm Creditex International Ltd. Ed's subsequent roles have been in corporate broking which has seen him involved with a number of small to medium sized companies. With over 10 years' experience in the management, financing and development of small companies he has broad experience in a number of sectors including natural resources, financial services, retail and leisure. He is currently a Non-Executive Director of AIM listed Fishing Republic Plc and FastForward Innovations Limited. Ed is part of the corporate broking/finance team at Optiva, an investment advisory firm with over 20 years in business. He has previously served as a Director of AIM listed Stellar Resources Plc and Noricum Gold Ltd.

2. Directors immediately on and following Admission

On Admission Mr Pearce and Mr Quinn will stand down as Directors of the Company. Mr McDermott will be appointed as Non-Executive Chairman of the Company. Mr Hayden Locke will be appointed as Chief Executive Officer and Mr Robert Wrixon will be appointed as Executive Director – Chief Operating Officer (with responsibility for the Group's finance function).

Hayden Thomas Locke, age 36, Chief Executive Officer

Mr Locke has nearly 15 years' commercial experience in investment banking, private equity and junior resource company management. He initially studied engineering and commerce before completing a graduate degree in mineral exploration geosciences at the Western Australian School of Mines. He commenced his career in investment banking in London, initially with Deutsche Bank and then J.P. Morgan before returning to Australia in 2009. On his return to Australia, Mr Locke helped to set up and run the Australiasian operations of Barclays Natural Resource Investment, a private equity investment vehicle focused on energy, renewables and metals and mining, with over US\$2 billion in committed capital. In 2011, Mr Locke was recruited as Head of Corporate for Australian gold explorer Papillon Resources (ASX:PIR). Papillon discovered and fully permitted 5 million ounce Fekola Gold Project in Mali, West Africa, completing a number of technical studies and capital raisings, before eventually selling the company to Canada listed gold producer B2Gold for over \$600 million in 2014. In 2014, Mr Locke joined ASX listed Spanish potash developer Highfield Resources as Head of Corporate and Sales & Marketing. As of mid-2017, he also assumed responsibility for Technical Services Department including geology (resource and reserve estimation), mining and metallurgy and processing.

Dr Robert Christopher Wrixon, age 46, Executive Director – Chief Operating Officer

Dr Wrixon has 18 years' commercial experience in corporate strategy, mining M&A and exploration management. He began his career in mining as head of strategy for Xstrata Coal in Sydney and later moved to a corporate strategy role for Xstrata plc in London. After leaving Xstrata, Dr Wrixon ran two ASX listed exploration companies, Manhattan Corporation Limited and Haranga Resources Limited. Dr Wrixon has been the Managing Director of Moroccan Salts Limited since its inception in 2013 and brings a wealth of knowledge on the project and the region. He is also currently a director of Starboard Global, a natural resource venture capital group based in Hong Kong. He holds an honours degree in chemical engineering and a Ph.D in mineral engineering from the University of California, Berkeley.

3. MSL Key Management

Jeffrey Lindhorst, Bsc. Geology, Grad Dip. GIS, MAIG, age 58, Exploration Manager

Jeffrey is a geologist with almost 30 years' international experience in the mining industry. He has worked in project evaluation and development throughout Alaska, Australia, PNG, Peru, Chile, Philippines, Thailand, Laos PDR, Morocco and Rwanda. His work in senior technical and management positions involved management of extensive drilling programs, selecting and building teams and working closely with local populations and government officials in a wide range of cultural settings. He was Exploration Manager for Kasbah Resources based in Morocco for six years from 2008. Since 2014 he has been working in Rwanda on developing and consolidating the domestic tin mining industry. Jeffrey is a member of the Australian Institute of Geoscientists and qualified as a Competent Person under JORC Code (2012).

4. Corporate Governance

The Board is committed to good corporate governance and, so far as appropriate given the Company's size and the constitution of the Board, intends to comply with the QCA Guidelines on Corporate Governance ("QCA Guidelines").

The Company does not currently comply with the QCA Guidelines in full and the Board has identified the following areas of non-compliance that it intends to address when the Company's business has developed sufficiently:

• ● The Board considers Ed McDermott to be independent in character and judgement. He holds options over shares, but other than his role at Optiva Securities has no other relationships with the Company or the other Directors that could impact his independence. However, to be compliant with the QCA Guidelines, the Company needs to appoint a second independent director to the Board; and
• ● Once the changes highlighted above in relation to the composition of the Board have been made, the Board will be able to appoint committees to assist it in relation to matters of Audit & Risk, Remuneration and Nomination. At present, the duties that would normally be fulfilled by such committees are undertaken by the full Board.

The Board as a whole will following Admission continue to review its size, structure and composition, the scale and structure of the Directors' fees (taking into account the interests of Shareholders and the performance of the Company), take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company's financial statements and take responsibility for any formal announcements on the Company's financial performance.

As at the date of this Document the Board has adopted a share dealing code that complies with the requirements of the Market Abuse Regulations. All persons discharging management responsibilities (comprising only the Directors at the date of this Document) shall comply with the share dealing code from the date of Admission.

PART IV

COMPETENT PERSON'S REPORT

THE KHEMISSET POTASH PROJECT, MOROCCO

COMPETENT PERSONS REPORT ON THE KHEMISSET POTASH PROJECT, MOROCCO

Prepared For Emmerson PLC, Beaumont Cornish Limited, and Optiva Securities Limited

Report Prepared by

SRK Consulting (UK) Limited UK07453

COPYRIGHT AND DISCLAIMER

Copyright (and any other applicable intellectual property rights) in this document and any accompanying data or models which are created by SRK Consulting (UK) Limited ("SRK") is reserved by SRK and is protected by international copyright and other laws. Copyright in any component parts of this document such as images is owned and reserved by the copyright owner so noted within this document.

The use of this document is strictly subject to terms licensed by SRK to the named recipient or recipients of this document or persons to whom SRK has agreed that it may be transferred to (the "Recipients"). Unless otherwise agreed by SRK, 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 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 for review so that SRK may ensure that this is presented in a manner which accurately and reasonably reflects any results or conclusions produced by SRK.

This document shall only be distributed to any third party in full as provided by SRK and 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. Any other copyright owner's work may not be separated from this document, used or reproduced for any other purpose other than with this document in full as licensed by SRK. 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 against all and any claims, losses and costs which may be incurred by SRK relating to such third parties.

© SRK Consulting (UK) Limited 2018 version: Jan2018

SRK Legal Entity:		SRK Consulting (UK) Limited
SRK Address:		5th Floor Churchill House 17 Churchill Way Cardiff, CF10 2HH Wales, United Kingdom.
Date:		9 May 2018
Project Number:		UK07453
SRK Project Director:	Sabine Anderson	Principal Consultant (Due Diligence), Director
SRK Project Manager:	Anna Fardell	Senior Consultant (Resource Geology)
Client Legal Entity:		Emmerson PLC
Client Address:		IOMA House, Hope Street, Douglas, IM1 1AP Isle of Man

1	INTRODUCTION I
2	PROJECT DESCRIPTION I
3	MINING TITLE AND LAW II
4	POTASH MARKET IV
5	GEOLOGY IV
	5.1 Regional Geology iv
	5.2 Deposit Geology iv
	5.3 Mineralisation v
	5.4 Hydrogeology v
6	EXPLORATION V
7	MINERAL RESOURCES VI
8	WORK PROGRAMME IX
9	RISKS AND OPPORTUNITIES IX
	9.1 Risks ix
	9.2 Strengths and Opportunities x
10	CONCLUDING REMARKS X

SRK Consulting (UK) Limited 5th Floor Churchill House 17 Churchill Way City and County of Cardiff CF10 2HH, Wales United Kingdom E-mail: enquiries@srk.co.uk URL: www.srk.co.uk Tel: + 44 (0) 2920 348 150 Fax: + 44 (0) 2920 348 199

EXECUTIVE SUMMARY COMPETENT PERSONS REPORT ON THE KHEMISSET POTASH PROJECT, MOROCCO

1 INTRODUCTION

SRK Consulting (UK) Limited (SRK) has been requested by Emmerson PLC (Emmerson, hereinafter also referred to as the Company or the Client) to prepare a Competent Persons Report (CPR) on the mineral assets of the Company comprising the Khemisset Potash Project (the Project or the Khemisset Project) located in Kingdom of Morocco (Morocco) on which the company has recently declared a maiden Mineral Resource Estimate in accordance with the JORC Code (the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves).

Emmerson seeks to acquire Moroccan Salts Limited (MSL), which holds a 100% indirect interest in the Khemisset Project. The Company intends to develop the Project by completing a work programme in 2018 which includes surface drilling, geophysical surveys, and a scoping study.

2 PROJECT DESCRIPTION

The Khemisset Project is a potash exploration property located some 80 km east of Rabat and covering an area approximately 60 km by 20 km. The topography is characterised by undulating relief and the Oued Beht River flows from south to north through the Project area. The Project is situated in the Khemisset Basin and is adjacent to the city of Khemisset, which has a population of approximately 132,000 people (2014 census), 50 km east of Meknès. The rest of the licences are sparsely populated and the land used is primarily subsistence farming. No potash mining has taken place to date.

Three previous drilling campaigns have been performed in the Khemisset Basin, targeting potash; two historical exploration campaigns and one recent verification programme. The first, carried out by the association Bureau de Recherches et de Participations Minieres (BRPM) and Mines Domaniales des Potasses d'Alsace (MDPA) between 1955 and 1958, consisted of 9 drillholes, totalling 7,518 drilled metres. The second, was performed by BRPM between 1962 and 1969 and included 124 new drillholes. The drilled metres in both historical campaigns totalled 85,315 m. The most recent drilling was conducted by MSL in 2016 and consisted of a three-hole verification programme, drilling 1,543 m.

The potash occurs at depths amenable to extraction by underground mining.

Registered Address: 21 Gold Tops, City and County of Newport, NP20 4PG, Wales, United Kingdom. SRK Consulting (UK) Limited Reg No 01575403 (England and Wales)

Group Offices: Africa Asia Australia Europe North America South America

3 MINING TITLE AND LAW

DLA Piper Casablanca S.A.R.L (DLA Piper) has reviewed the Company's legal title of mining tenements and related holding companies. The mining tenements comprise of one mining licence and 39 research licences which the Company advises are 100% owned by subsidiary or related companies of MSL Minerals S.A.R.L (MSL) and Mine de Centre S.A.R.L. The licences surround 11 licences owned by ONHYM (Office National des Hydrocarbures et des Mines) and cover an area of approximately 58 hectares, as shown in Figure ES 1. Some of the licences overlap, in which case the earliest existing permit has priority. There are minor gaps between the boundaries of some of the licences which SRK anticipates will reasonably be resolved in time. SRK has not undertaken a legal review of the licences but can confirm that the mineral resources reported herein occur fully within these.

Page iii of x

69

4 POTASH MARKET

There are currently no potash mines in Morocco, although there is an established phosphate industry, controlled by the Office Cherifien des Phosphates (OCP). No marketing studies have been commissioned by the Company. However, from 2001 to 2016, potash demand grew with a compound average growth rate of 2.7%. Argus FMB expects similar growth for the future and muriate of potash (MOP) remains the cheapest source of potassium for agricultural purposes. Therefore, demand is expected to remain robust for the foreseeable future.

5 GEOLOGY

5.1 Regional Geology

The Khemisset basin is a marginal sedimentary basin of Triassic age, initiated through the opening of the mid-Atlantic rift. The basin is a half-graben bounded by Paleozoic uplifts of high deformed quartzite schist and orientated east northeast – west southwest. The basin is approximately 60 km long and 20 km wide and bounded by mainly northeast-southwest oriented faults. In the centre of the Khemisset Basin the Late Triassic to Early Liassic strata can be subdivided into five formations which can be correlated through the historical drilling. These as described in Table ES 1.

Stratum	Logging Code	Sub Unit	Thickness (m)	Description
Upper Clay Formation	UCU		20-170	Red-brown sandy mudstone with traces of anhydrite, gypsum, marl
Upper Salt Formation	USU		50-650	Bedded halite, gypsum, anhydrite, dolostone and siliciclastic mudstone, sub-economic potash occurrences
Basalt Formation	BST		30-100	Basalt lavas with local lenses of claystone, limestone and evaporite
		L2.2		Massive banded salt with the principle economic potash layer (sylvite and carnallite)
Lower Salt Formation	LSU	L2.1	up to 190	Black chaotic to massive banded salt with potash inclusions
		L1		Red-brown mudstone salt interbedded with red beds
Lower Clay Formation	LCU		over 250	Red brown shale with traces of gypsum and halite

Table ES 1: Late Triassic to Early Liassic Strata in the Khemisset Basin

5.2 Deposit Geology

There are four main prospective areas of potash mineralisation contained within the main potash horizon in the Khemisset basin. These deposits are considered as three distinct subbasins; Souk Jmaâ (southwest), Central Khemisset (central and north), and Oued Beht (northeast). They are separated by sterile areas where potash salts are absent or reduced to thin millimetre or centimetre horizons included in the halite beds.

The three sub-basins contain a main potash horizon of between 0.5 m and 9 m thick. The thickest areas are within the central areas of the Central Khemisset sub-basin. The average thicknesses for the southwest, central, north and northeast areas are 2.5 m, 4.6 m, 2.2 m and 2.5 m respectively. The potash within these areas varies between 4% and 18% K2O with the highest grades located in the northeast deposit. The average grades are approximately 9-10% K2O.

5.3 Mineralisation

The main potash minerals in the Khemisset deposits are carnallite, sylvinite and rinneite. The relative concentrations of these within the potash horizon vary. The mineralisation is also characterised by a very low insoluble fraction, generally in the range of 1% to 2%.

The potash minerals within the main horizon occur on their own and mixed together. The southwest and central areas contain carnallite and sylvinite with a mix of these two minerals. The north area contains only sylvinite and the northeast is the most mineralogically complex of the areas. The northeast area contains carnallite, sylvinite and rinneite. The occur on their own and mixed together resulting in six different potash mineral combinations within this area.

Sylvinite and carnallite can be beneficiated using flotation and or chemical decomposition or a combination of these techniques. The presence of rinneite in a potash plant feed has only been recorded at the historical Niedersachsen-Riedel and Werra plants in Germany, owned and operated by K+S Aktiengesellschaft, where it appears the potash was processed chemically, by selective decomposition and crystallisation. It is unclear whether the rinneite ore was amenable to flotation techniques. The impact of the presence of rinneite was to lower the pH. This impact was mitigated by pH control using alkali, by feed blending, or both of these approaches.

5.4 Hydrogeology

The Khemisset province is located within the Sebou Hydrological Basin. There are several major aquifers located within the Sebou Basin, but it appears that none are within the Khemisset Province or the deposit area. The nearest major aquifers are the Jurassic units which are located to the north and north east of the Project. Within the Khemisset Province minor exploitable groundwater units can be found within the basal Miocene, shallow Quaternary alluvials and within the basalt formation in zones of increased secondary porosity. The Upper Clay Unit and the Upper Salt Formation separates shallow minor aquifers in the alluvial and Miocene from the Lower Salt formation. Nonetheless, the completeness of the extent of the clay cover remains unconfirmed at this stage. Further work is needed to assess groundwater related risks to the mine, investigate the hydraulic properties of the basalt, and delineate any open structures or faults in the Project area.

6 EXPLORATION

The Khemisset Basin has a long history of exploration activity focussed on potash. This exploration includes regional geophysical surveys, 2D seismic surveys, topographic surveys and surface drilling. The main historical drilling comprises the PKB series completed by (1955 to 1958) and the PZ series (1962 to 1968). The PKB drillholes were geophysically logged for natural gamma and analysed for %K2O. The PZ series were analysed for %K2O and a number of samples were also analysed for Na, Ca, Mg, Cl and S. The historical drilling has defined the extents of the potash mineralisation across the basin with an average drilling grid of 3 km across the wider basin and approximately 1,500 m in the central basin area.

MSL undertook verification drilling in 2016 of three drillholes in order to improve its understanding and confidence in the potash mineralisation. The drillholes were positioned close to existing historical holes and in the north and south central areas and in the northeast area of the basin. The drillholes were geophysically logged for natural gamma and analysed by ICP-OES. An additional 10 samples were analysed by semi-quantative XRD for mineralogy. The results of the verification drilling were positive and confirmed the presence and grade of potash at all locations.

In addition to the drilling, MSL resurveyed the historical collars, where they could be located using a handheld GPS.

SRK considers that the verification drilling and sampling has added significant confidence to the historical database and confirmed the presence of economic potash in the north deposit, central deposit and northeast deposit in the Khemisset basin. The grade profiles can be mapped between the drillholes in all three instances and the mineralogy and lithological logging shows good consistency.

Moreover, the resurveying of the historical collars had added confidence to the data across all MSL's licences. Additional checks performed by SRK show that there are no transcription errors in the digitised historical data and that the quality and capture of this information is good.

SRK considers the historical and recent drilling within MSL's licences to be of sufficient quality to support the declaration of Inferred Mineral Resources.

7 MINERAL RESOURCES

The Mineral Resource within the MSL permit area has been estimated by MSL and audited by SRK. MSL produced a geological model of the potash seam using simple triangulated surfaces based on the composites of the logged potash intersections in each drillhole. The grade estimation was done in four separate zones based on the wireframe surfaces into 250 x 250 m blocks. The vertical dimension of the blocks was estimated from the potash thickness composites.

Density values were assigned to the composites based on the main mineralogy types seen in the intersections.

Potash seam thickness and potash grade and density were interpolated into the block model by ordinary kriging using a three pass anisotropic search aligned with the main axis of the basin. Density was estimated with the same search parameters by inverse distance squared. No other parameters were modelled. In order to demonstrate the Mineral Resources potential for eventual economic extraction, a diluted potash model with a minimum thickness of 1.5 m has been created. This thickness is considered the minimum required for conventional underground mining methods. In addition, a cut-off calculation was derived to support the reporting of material above 8.5% K2O. The four deposit areas were then visually assessed to delineate contiguous areas above cut-off that could potentially be a mining target. It is assumed at this stage that any rinneite mineralisation could be managed by blending with carnallite and sylvinite and would still constitute part of the Mineral Resource.

In SRK's opinion, the Khemisset Project has been explored and sampled using appropriate methodologies and at sufficient spacing to support the estimation of Inferred Mineral Resources in accordance with the JORC Code.

The SRK Mineral Resource Statement is shown in Table ES 2. The Mineral Resource occurs in two distinct areas at between 450 m and 1000 m below surface. The Mineral Resource is contained entirely within the research and mining licences.

Table ES 2: 2018	Mineral Resource Statement for the Khemisset Potash Deposit, February

Classification	Deposit	Tonnage (Mt)	% K2O	Thickness (m)
Inferred	East Central	253.2	10.3	2.3
	Southwest	58.2	9.5	2.6
Total		311.4	10.2	2.4

*Reported above a cut-off grade of 8.5% K2O and a minimum thickness of 1.5m

The Mineral Resource Statement was produced in February 2018 and is based upon the information available at that time. It is centred on the estimate complied by Mr Adam Wheeler, and audited by Ms Anna Fardell, the Competent Person who is a member of the Australian Institute for Geoscientists (member number 6555).

The Mineral Resource extents are shown in Figure ES-2.

SRK Consulting Khemisset CPR –Executive Summary

Page viii of x

8 WORK PROGRAMME

MSL has outlined a work programme for the next 12 months, which includes geological desktop work, topographical and seismic surveys, drilling works and a scoping study. Metallurgical testing is planned to be undertaken in 2019, extending beyond the 12-month work programme.

The geological and exploration work is expected to be completed over a period of nine months with a budget of USD 2.0 Million. The scoping study will be completed during the course of the year in three to six months on a budget of USD 200,000. The metallurgical testwork will not have been completed prior to the scoping study and therefore will not be available to benefit the scoping study. Metallurgical testwork will be performed on receipt of sufficient core and will be completed over a period of six to nine months with a budget of USD 250,000.

SRK considers the scope of work, timing and cost of the outlined work programme seems reasonable to address the satisfy the aims of the programme, namely to gain further geological information, to understand the potential faulting, verify the potash grade and continuity and mineralogy within the most prospective parts of the basin.

The scoping study will enable the technical and economic potential of the deposit to be assessed. The metallurgical testwork will address the processing of sylvinite and carnallite. Should rinneite be present in quantities material to the process, then further testwork will be required in order to develop a means to address it.

9 RISKS AND OPPORTUNITIES

9.1 Risks

SRK perceives the following specific project weaknesses and risks:

• • Licence status and continuity: The licences include a mining licence which expires in September 2019 and will require renewal. The mining licence is held by Mine de Centre, an indirect subsidiary of MSL via MSL Minerals S.A.R.L. The licences are disjointed as they surround 2 groups of licences held by ONHYM. The deposits extend into the ONHYM licences.
• • Mineralogy: Rinneite has historically been logged in the northeast deposit. There is limited additional information on the mineralogy of potash. This will have an impact on processing, where rinneite may need to blended or treated using a different process that is to be determined;
• • Structural geology: The historical seismic interpretation has indicated numerous faults in the central area of the Khemisset basin; with a displacement of up to 85 m. While this doesn't preclude economic extraction, it may increase capital requirements during the life of mine. No other faults have been modelled at this stage, however, it is likely that further exploration will identify further faulting.
• • Deposit continuity: The Khemisset Project is composed of four separate deposits, three of which are near each other. This will require additional primary and secondary underground infrastructure to access the resource, impacting on capital and operating costs during the life of mine.
• • Metallurgical testwork: The planned scoping study will be completed prior to obtaining results from metallurgical testwork. This is not ideal as metallurgical assumptions will have to be made in advance of obtaining Project specific results.
• • Environmental and social: Whereas the Khemisset Project is still at an early stage of Project development, little consideration has yet been given to environmental and social aspects.

9.2 Strengths and Opportunities

The Khemisset Project is at an early stage of development, and as such, few Project strengths are defined. However, SRK perceives the following specific Project strengths:

• • Infrastructure: The Khemisset Project is located in a developed area, in terms of general support services, access, power, and the Mohammedia port.
• • Proximity to consumer: The Khemisset Project is located in a potash consuming region which provides significant advantages from a logistics to customer perspective. In addition, its location within 150 km of two potential export ports and Morocco itself is ideally located to supply four key potash markets (NW Europe, Southern USA, Brazil and Africa).
• • Mining friendly jurisdiction: Morocco is aggressively promoting itself as a destination for foreign investment. As a result, it may be perceived as a very favourable investment jurisdiction. In 2015, Morocco was voted the number one African mining jurisdiction by the Fraser Institute. The Moroccan Government has instituted a number of tax advantages specifically targeting mining companies including reductions or exemptions from corporate income tax among other items.
• • Hydrogeology: From the data provided to SRK, it appears that the deposit is not situated below or near a major aquifer. Such a favourable setting for the mine development results in a lower risk of large scale inflows of groundwater into the mine and reduced risk of environment impacts from the mine development to water resources.

10 CONCLUDING REMARKS

The Khemisset Project lies within an unexploited, but known, potash basin and has been estimated to contain an Inferred Mineral Resource, as defined by the JORC Code, of some 311 Mt at an average grade of 10.2% K2O which has the potential to be exploited using conventional underground mining methods at between 450 m and 1000 m depth. The Mineral Resource is split into two areas, the eastern central deposit and the southwest deposit. It is envisaged that each of these deposits would require separate surface access for exploitation.

MSL now intends to advance the Project by undertaking further drilling, a scoping study and metallurgical testwork with a view to assess the technical and economic potential of the Project. SRK's opinion is that the work is justified. The schedule and budget for the proposed work is reasonable.

1		INTRODUCTION 1
	1.1	Background 1
	1.2	Requirement and Standards 1
		1.2.1 Requirement 1
		1.2.2 Listing Standards 2
		1.2.3 Mineral Resource Reporting Code 2
	1.3	Verification, Validation and Reliance 2
	1.4	Limitations, Reliance, Declaration, Consent and Copyright 2
		1.4.1 Limitations 2
		1.4.2 Relevant Dates and Reliance on Information 3
		1.4.3 Declaration 3
		1.4.4 Consent and Copyright 3
	1.5	Qualifications of Consultants 4
	1.6	Site Visit 4
2		KHEMISSET PROJECT INTRODUCTION 5
	2.1	Company Structure 5
	2.2	Project Description 5
3		KINGDOM OF MOROCCO 5
	3.1	Country Background 5
	3.2	Economy 6
	3.3	Politics 6
	3.4	Mining Industry 7
	3.5	Taxation 8
4		BACKGROUND TO THE POTENTIAL OF POTASH 8
	4.1	Potash Market 8
	4.2	Formation of Potash 9
5		LOCATION, SETTING AND LICENCING 9
	5.1	Location 9
	5.2	Setting 11
	5.3	Licencing 11
	5.4	Land Ownership 16
	5.5	Neighbouring Properties 16
6		ENVIRONMENTAL CONSIDERATIONS 16
	6.1	Environmental and Social Approvals 16
	6.2	Approach to Management 17
	6.3	Technical Environmental and Social Matters 17
	6.4	Closure Requirements 18
	6.5	Risks and Opportunities 18

7		GEOLOGICAL SETTING 19
	7.1	Regional Geology 19
	7.2	Khemisset Basin Geology 19
		7.2.1 Deposit Geology 20
		7.2.2 Mineralisation 22
	7.3	Hydrogeology 24
8		EXPLORATION 24
	8.1	Previous Exploration and Studies 24
	8.2	Topographic Survey 25
	8.3	Drilling 25
		8.3.1 PKB 25
		8.3.2 PZ 26
		8.3.3 MSL 27
	8.4	Sample Preparation 28
		8.4.1 PKB 28
		8.4.2 PZ 28
		8.4.3 MSL 28
	8.5	Laboratory Analysis 29
		8.5.1 PKB 29
		8.5.2 PZ 29
		8.5.3 MSL 29
	8.6	Quality Assurance and Quality Control 29
	8.7	Data Verification 30
		8.7.1 Twin Drilling Results 30
		8.7.2 Historical Drillhole Survey 33
		8.7.3 Transcription Check 33
	8.8	SRK Comment on Data Quality 34
9		MINERAL RESOURCE ESTIMATION 34
	9.1	Methodologies 34
		9.1.1 Geological Modelling 34
		9.1.2 Statistical Analysis 34
		9.1.3 Resource Model Construction and Validation 35
		9.1.4 Density 38
		9.1.5 Grade-Tonnage Curve 38
	9.2	Mineral Resource Classification 38
		9.2.1 JORC Code Classification and Definitions 38
		9.2.2 Khemisset Classification 40
	9.3	Mineral Resource Statement 41
10		WORK PROGRAMME 44

	10.1 Introduction 44
	10.2 Exploration Programme 44
	10.3 Scoping Study 45
	10.4 Metallurgical Testwork 45
11	RISKS AND OPPORTUNITIES 46
	11.1 Risks 46
	11.2 Strengths and Opportunities 47

List of Tables

Table 1-1:	SRK Team, Competent Persons 4
Table 5-1:	Summary of Mineral Licence Conditions in Morocco 12
Table 5-2:	39 Research Licences, held by MSL Minerals 13
Table 5-3:	1 Mining Licence, held by Mine de Centre 13
Table 7-1:	Late Triassic to Early Liassic Strata in the Khemisset Basin 20
Table 8-1	PZ Series Sample Analysis 29
Table 8-2:	KMSL-1 & PZ88 Elevation and Thickness Comparison 30
Table 8-3	KMSL-2 & PZ111 Elevation and Thickness Comparison 31
Table 8-4	KMSL-3 & PZ3 Elevation and Thickness Comparison 32
Table 9-1:	Search Parameters for interpolation of grade, thickness and density 35
Table 9-2:	SRK Mineral Resource Statement for the Khemisset Potash Deposit, effective date
	February 2018 42

List of Figures

Figure 5-1:	General Location 10
Figure 5-2:	Licence Map 15
Figure 7-1:	Khemisset Basin Potash Mineralisation 21
Figure 7-2:	Potash Mineral distribution in the Khemisset Basin 23
Figure 8-1:	%K2O profiles through PZ88 and KMSL-1 relative to the base of Potash (0m) 31
Figure 8-2:	%K2O profiles through PZ111 and KMSL-2 relative to the base of Potash (0m) 32
Figure 8-3:	%K2O profiles through PZ3 and KMSL-3 relative to the base of Potash (0m) 33
Figure 9-1:	%K2O Estimate 36
Figure 9-2:	Potash Horizon Thickness Estimate 37
Figure 9-3:	Grade Tonnage curve for the MSL geological model including all areas 38
Figure 9-4:	Khemisset Mineral Resource 43

GLOSSARY, ABBREVIATIONS, UNITS .................................................................... I

SRK Consulting (UK) Limited 5th Floor Churchill House 17 Churchill Way City and County of Cardiff CF10 2HH, Wales United Kingdom E-mail: enquiries@srk.co.uk URL: www.srk.co.uk Tel: + 44 (0) 2920 348 150 Fax: + 44 (0) 2920 348 199

COMPETENT PERSONS REPORT ON THE KHEMISSET POTASH PROJECT, MOROCCO

1 INTRODUCTION

1.1 Background

SRK Consulting (UK) Limited (SRK) is an associate company of the international group holding company, SRK Consulting (Global) Limited (the SRK Group). SRK has been requested by Emmerson PLC (Emmerson, hereinafter also referred to as the Company or the Client) to prepare a Competent Persons Report (CPR) on the mineral assets of the Company comprising the Khemisset potash Project (the Project) located in Kingdom of Morocco (Morocco).

Emmerson seeks to acquire Moroccan Salts Limited ("MSL"), which holds a 100% indirect interest in the Khemisset Project.

The Khemisset Project comprises 39 research licences and 1 mining licence. Exploration works have advanced to the stage where the Company has declared a maiden Mineral Resource Estimate in accordance with the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia, as amended (the JORC Code).

This CPR presents the Company's Mineral Resource statement dated February 2018 as audited by SRK, and the planned work programme for 2018 as outlined in Section 10 of this CPR. The Mineral Resource for the Khemisset Project is 311.4 Mt at 10.2% K2O.

1.2 Requirement and Standards

1.2.1 Requirement

The CPR has been prepared by SRK and will be included in the prospectus of the Company (Prospectus). The Prospectus is to be published in connection with the Company's readmission to the Standard segment of the Main Market of the London Stock Exchange ('LSE') upon completion of the acquisition of MSL (the Admission').

SRK notes that presentation of information contained elsewhere in the Prospectus which relates to information in the CPR is accurate, balanced, complete and not inconsistent with the CPR.

The CPR is addressed to the Company and to Beaumont Cornish Limited, being the Company's sponsor and joint financial advisor, and to Optiva Securities Limited, the Company's broker and co-financial adviser. SRK accepts responsibility for the CPR and has issued a consent letter to the Company acknowledging and agreeing to it being included in the Prospectus.

Registered Address: 21 Gold Tops, City and County of Newport, NP20 4PG, Wales, United Kingdom. SRK Consulting (UK) Limited Reg No 01575403 (England and Wales)

Group Offices: Africa Asia Australia Europe North America South America

1.2.2 Listing Standards

In preparing the CPR, SRK has followed the relevant guidelines outlined by the European Securities and Markets Authority (ESMA). ESMA is the legal successor to the Committee of European Securities Regulators (CESR). The guidelines are set out in the "ESMA update of the CESR recommendations, for the consistent implementation of the Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive" dated 20 March 2013.

In March 2011, the recommendations relating to mineral companies were amended, resulting an update of paragraphs 131-133, and introduction of annexes I-III. Annexes I and II are specifically applicable to the Project. Further amendments were made in March 2013. The guidelines are applicable to companies listing on the Standard segment of the LSE Main Market, regulated by the UK Listing Authority (UKLA).

1.2.3 Mineral Resource Reporting Code

The standard adopted for reporting the Mineral Resource for the Asset in the CPR is that defined by the terms and definitions given in the JORC Code. The JORC Code follows the CRIRSCO International Reporting Template and is suitable for reporting of potash.

No Ore Reserve has been declared for the Khemisset Project. As such, the CPR does not contain a valuation of the Khemisset Project based on a discounted cashflow analysis. Furthermore, SRK has not been requested to value the Khemisset Project using alternative valuation methodologies.

1.3 Verification, Validation and Reliance

This CPR is dependent upon technical, financial and legal input from the Company. Notably, the technical information as provided to, and taken in good faith by SRK, has not been independently verified by means of re- calculation or re-sampling.

In undertaking this CPR, SRK visited the Project site and conducted a review and assessment of exploration results, Mineral Resource estimation and the future work plan and budget.

1.4 Limitations, Reliance, Declaration, Consent and Copyright

1.4.1 Limitations

The Company has agreed that, to the extent permitted by law, it will indemnify SRK and its employees and officers in respect of any liability suffered or incurred as a result of or in connection with the preparation of this CPR albeit that this indemnity will not apply in respect of any material negligence, wilful misconduct or breach of law. The Company has also agreed to indemnify SRK and its employees and officers for time incurred and any costs in relation to any inquiry or proceeding initiated by any person except to the extent SRK or its employees and officers have been materially negligent or acted with wilful misconduct or in breach of law in which case SRK shall bear such costs.

The Company has confirmed in writing to SRK that to its knowledge the information provided by the Company was complete and not incorrect or misleading in any material aspect. SRK has no reason to believe that any material facts have been withheld and the Company has confirmed to SRK that it believes it has provided all material information.

The achievability of the budgets and forecasts presented here are neither warranted nor guaranteed by SRK. The forecasts as presented and discussed herein have been proposed by the Company's management and adjusted where appropriate by SRK to reflect its opinion but cannot be assured.

1.4.2 Relevant Dates and Reliance on Information

SRK's opinions presented in the CPR are effective at February 2018 (the Effective Date) and are based on information provided by the Company throughout the course of SRK's review.

The date of the CPR is 8 May 2018. The Company has informed SRK that no additional work has been undertaken between the Effective date and the date of the CPR, notably which may have an impact on the Mineral Resource, licencing and permitting, the planned work programme as presented in the CPR. As such SRK's findings are valid at 8 May 2018.

The various technical-economic conditions prevailing at the date of the CPR and the Company's expectation. These can change significantly over relatively short periods of time.

1.4.3 Declaration

SRK will receive a fee for the preparation of this CPR in accordance with normal professional consulting practice. This fee is not contingent on the outcome of any transaction and SRK will receive no other benefit for the preparation of the CPR. SRK does not have any pecuniary or other interests that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion in relation to the Company's Project and Mineral Resource.

SRK does not have, at the date of the CPR, and has not ever had, any shareholding in or other relationship with the Company or the Project and consequently considers itself to be independent of the Company.

SRK is not aware of any material change in the Company's Khemisset Project that would require disclosure in the CPR.

1.4.4 Consent and Copyright

SRK consents to the issuing of the CPR in the form and context in which it is to be included in the preliminary and final prospectuses for an international offering of securities of the Company.

For the purposes of Prospectus Rule PR 5.5.3R (2)(f) SRK accepts responsibility for the information contained in this section of the Prospectus and those sections of the Prospectus which include references to the information in this section. SRK declares that to the best of its knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.

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 regarding the form and context in which it appears.

Copyright of all text and other matters in this document, including the manner of presentation, is the exclusive property of SRK. It is a criminal 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 and shall not be used for any activity that does not involve SRK, without the written consent of SRK.

1.5 Qualifications of Consultants

SRK is part of an international group (the SRK Group), which comprises some 1,400 professional staff offering expertise in a wide range of resource and engineering disciplines. The SRK Group's independence is ensured by the fact that it holds no equity in any project. This permits the SRK Group to provide its clients with conflict-free and objective recommendations on crucial judgment issues. The SRK Group has a demonstrated track record in undertaking independent assessments of resources and reserves, project evaluations and audits, CPR and independent feasibility studies on behalf of exploration and mining companies and financial institutions worldwide. The SRK Group has also worked with a large number of major international mining companies and their projects, providing mining industry consultancy service inputs. This CPR has been prepared by a team of consultants sourced from the SRK Group's office in the UK over a two-month period. These consultants are specialists in the fields of exploration geology and Mineral Resource estimation and reporting.

SRK's team consists of the individuals listed in Table 1-1. They have relevant and adequate experience in the work undertaken and are members in good standing of appropriate professional institutions.

The Competent Person who is responsible for the presentation of the Mineral Resource statement alone as it appears in this report is Anna Fardell. Ms Fardell has more than 5 years' experience relevant to the style of mineralisation and type of the deposit. She is a member in good standing and member of the Australasian Institute of Geoscientists, member number 6555, a recognised overseas professional organisation as included in a list available on the JORC website. The Mineral Resource statement is presented by SRK UK, the commissioned entity. Accordingly, SRK UK assumes responsibility for the Mineral Resource statement. Where relevant, all references to SRK shall include the Competent Person and vice versa.

The Competent Person who assumes responsibility for the CPR is Sabine Anderson. Ms Anderson has 20 years of experience in the mining industry and extensive experience in the preparation of CPRs. She is a member in good standing of the Institute of Material, Minerals and Mining (IOM3), member number 454436, a recognised overseas professional organisation as included in a list available on the JORC website.

Table 1-1: SRK Team, Competent Persons

Anna Fardell	BSc Geology, MSc Mining Geology
Senior Consultant (Resource Geology)	FGS, MAIG	Technical Reviewer
Sabine Anderson	MEng Mining Engineering
Principal Consultant (Due Diligence)	CEng MIMMM	Technical Reviewer
Dr Mike Armitage Corporate Consultant (Resource Geology)	BSc Mining Geology, PhD Reserve Estimation MIMMM, FGeol, CEng CGeol	Peer Reviewer

1.6 Site Visit

Anna Fardell visited the Project site on 4 and 5 December 2017, accompanied by MSL's consultant geologist, Mr Enrique Sanz and Phil Cleggett. She visited the licence area, held discussions with geologists, examined the KMSL drill core and verified historical and recent drill hole collar positions.

2 KHEMISSET PROJECT INTRODUCTION

2.1 Company Structure

Emmerson plans to acquire MSL, a company registered in the British Virgin Islands. The Khemisset Project is held by MSL and its subsidiaries.

The MSL subsidiaries include the following companies, which are incorporated in Morocco and together own 100% of the research permits and mining licence presented in Section5.3:

• -MSL Minerals S.A.R.L;
• -Mine de Centre S.A.R.L (subsidiary of MSL Minerals S.A.R.L);
• -JMS S.A.R.L (subsidiary of MSL Minerals S.A.R.L); and
• -Unisalts S.A.R.L (subsidiary of MSL Minerals S.A.R.L).

The Company has engaged DLA Piper Casablanca S.A.R.L (DLA Piper) to carry out a due diligence process and provide a legal opinion to confirm the good standing of MSL's Moroccan subsidiaries (listed herein above) and the licences over the Khemisset Project. SRK does not present the findings of the review, save to note that no specific concerns have been raised in the DLA Piper report, version "23 Mar" and to be finalised.

MSL Minerals S.A.R.L is the primary entity that is managing the Khemisset Project, actively exploring and progressing technical studies, and is the holder of the research permits. Mine de Centre S.A.R.L is the holder of the mining licence. JMS S.A.R.L and Unisalts S.A.R.L formerly held a number of permits but have since transferred these permits to MSL Minerals S.A.R.L and are shell entities which the Company may wind-up in the near future.

2.2 Project Description

The Khemisset Project is a potash exploration property located some 80 km east of Rabat and covering an area about 60 km by 20 km. No potash mining has taken place to date.

Three previous drilling campaigns have been performed in the Khemisset Basin, targeting potash; two historical exploration campaigns and one recent verification programme. The first, carried out by the association Bureau de Recherches et de Participations Minieres (BRPM) and Mines Domaniales des Potasses d'Alsace (MDPA) between 1955 and 1958, consisted of 9 drillholes, totalling 7,518 drilled metres. The second one was performed by BRPM between 1962 and 1969 and included 124 new drillholes. The drilled metres in both historical campaigns totalled 85,315 m. The most recent drilling was conducted by MSL in 2016 and consisted of a three-hole verification programme, drilling 1,543 m.

3 KINGDOM OF MOROCCO

3.1 Country Background

Morocco is in northwest Africa, it has Atlantic and Mediterranean coastlines and borders the nations of Algeria, Mauritania and Spain via small enclaves in the north. Its total area is approximately 710,850 km2 and it has a population of approximately 33.8 million.

Rabat, located on the northwest coast, is the designated capital city; however, other notable population centres include Casablanca, the largest city and second biggest operating port in Africa and Marrakech situated just north of the High Atlas Mountains. Regular international flights are available from a number of airports associated with these cities. In addition, numerous smaller airfields are scattered across the country catering for domestic flights. Morocco operates a well-established public and freight railway network through ONCF connecting Casablanca to Oujda on the Algerian border, Tangier in the north, and Marrakech to the south.

Road access across Morocco is excellent with a network comprising roughly 58,000 km of primary and secondary roads, over half of which are paved and generally well-maintained, connecting most major cities and towns. The Government plans to create an additional 2,000 km of paved road by the end of 2035. Electricity is readily available to the entire population (World Bank, 2016) and investments are being made for the development of renewable energy sources, whereby the country hopes to generate 52% of its energy demand from solar, wind and hydroelectric instillations by 2030. As a result, Morocco is ranked within the top 25% of all surveyed countries for overall quality of infrastructure by the Fraser Institute (Jackson & Green, 2016).

3.2 Economy

Moroccan annual GDP growth was 4.5% in 2015, 1.2% in 2016 (being a 10-year low) and is estimated at 4.4% in 2017 (S&P Global).

Morocco has a Country Partnership Strategy (CPS) which defines Morocco's development priorities and areas of focus for the World Bank Group's support in 2014–2017. The framework revolves around three areas for strategic results: promoting competitive and inclusive growth; building a green and resilient future; and strengthening governance and institutions for improved service delivery to all citizens.

Morocco's per-capita income growth in recent years has contributed to eliminating extreme poverty and significantly reducing poverty, although disparities persist and employment remains low. The poverty rate declined from 8.9% in 2007 to 4.2% in 2014. Over the medium-term, Morocco should be able to accelerate its economic growth rate while maintaining macroeconomic stability. The strong performance of newly developed industries (automobile, aeronautics, and electronics) and the expansion of Moroccan companies into West Africa are creating the conditions for Morocco to boost its global value chains.

3.3 Politics

Morocco has a parliamentary constitutional monarchy comprising a democratic multi-party system over which King Mohammed VI has ruled since 1999. The Prime Minister is currently Abdelillah Benkirane who was appointed by the King from the conservative Islamist 'Justice and Development Party' after achieving plurality in the general election of 2011 and subsequently re-election for a second term in 2016. The next general election is expected in 2021.

The Cabinet of Morocco is the chief-executive body of the country and headed by the Prime Minister who selects 25 ministers and between 5-10 "Secretaries of State" after consulting with other parties forming the governmental coalition.

3.4 Mining Industry

Morocco is ranked in the Fraser Institute's Annual Survey of Mining Companies as the most attractive destination for investment in Africa (Jackson & Green, 2016). The Office National des Hydrocarbures et des Mines (ONHYM) is in charge of developing the country's natural (nonphosphate) resources. The Office Cherifien des Phosphates (OCP) manages and controls all aspects of phosphate mining and beneficiation in Morocco. La Centrale d'Achat et de Développement de la Région Minière de Tafilalet et de Figuig (CADETAF) was formed to promote and support the interests of artisanal miners in the Tafilalet and Figuig regions.

Mining and Exploration Companies

Morocco contains approximately 75% of the world's known phosphate reserves, but is also prospective for precious and base metals, as well as minerals such as potash, fluorspar, barite, cobalt and antimony.

Most minerals development has been undertaken by the Bureau de Recherches et de Participations Minières (BRPM) now known as ONHYM. ONHYM is a Moroccan public institution charged with the mission of leading research, exploration and exploitation of oil and gas and mining projects (other than phosphates), and promoting actions that would contribute to the development of such projects, especially in the frame of partnerships with the private sector.

The largest private mining company in Morocco is Société Nationale d'Investissement (SNI), controlled by the Moroccan Royal Family. SNI (through Omnium Nord African) acquired most of BRPM's mining assets during the government's privatisation process in 1996. SNI's mining subsidiary, Managem, is listed on the Casablanca stock exchange and has become involved in a number of base metal, precious metal and industrial mineral mining and exploration operations in Morocco.

Many mines are found in the Anti-Atlas Mountains area such as Imiter silver mine, the recently opened Bouskour copper silver mine, historic Sidi Flah and Tiouit gold mines, Zgounder silver and Bou Azzer cobalt nickel silver and gold Co-Ni-Ag-Au mines.

The Société de Sel de Mohammedia (SSM) is a well-established rock salt producer and underground operator. SSM has a production capacity of around 825 ktpa and has extracted over 4 Mt of rock salt to date. The mining method is room and pillar.

A number of foreign companies are active including Kasbah Resources, an ASX-listed company which owns 75% of the Achmmach tin Project which is the most advanced hard rock tin development project in the world (Kashbah website, February 2017). TSX-V listed Maya Gold & Silver holds 85% of the Zgounder silver mine.

Exploration expenditure up to 2011 remained below USD 10 million per annum. It dramatically increased between 2012 and 2014, being between USD 45 and USD 50 million. In 2017 exploration works amounted to some USD 16 million, and included grassroots projects.

Permitting

A new mining code was introduced in August 2016. The Ministère de l'Energie, des Mines, de l'Eau et de l'Environnement (MEM) aims to triple non-phosphate mining revenues by 2025 by attracting private investment with attractive licensing regulations and a larger geological survey database.

There are three types of mineral licence in Morocco;

• -Exploration authorisations.
• -Research licences.
• -Mining licences.

A summary of the licence conditions is given in Section 5.3.

3.5 Taxation

Common tax liabilities that are applicable to companies operating in the country include:

• • Corporate income tax (CIT) of 35%, or 17.5% (representing a 50% discount) if product is exported. Mining companies receive a full exemption from corporate income tax for the first five years of commercial operation;
• • Value added tax (VAT) of 20%, with reduced rates for certain transactions of 8%, 10% or 14%;
• • Government carried interest is only applicable to projects which were secured under a joint venture or acquisition agreement from ONHYM or other government body;
• transfer tax registration duty at rates from 4% to 6%; and
• mining companies holding a mining licence are subject to an annual mining tax "ranging from one to three dirhams per ton extracted", to be specified by the regional authorities where the mining activity takes place, Mine du Centre (holding a mining licence) has not yet commenced operations and so no mining tax has yet become due.

4 BACKGROUND TO THE POTENTIAL OF POTASH

4.1 Potash Market

The term potash refers to a group of potassium bearing minerals and chemicals. Potash is a fertiliser used in potassium deficient soil, to increase crop yields and improve the quality of the plant. It may be used in combination with nitrogen and phosphate, to increase the yields of important crops such as corn, soybeans, grains, and rice. Potassium protects plants from extreme temperatures, helps plants to fight stress and disease, reduces wilting, strengthens roots and stems, and assists in transferring food. It activates plant enzymes to ensure plants use water efficiently.

Potassium chloride (KCl), or muriate of potash (MOP), is the most globally important source of potash. Sulphate of potash (SOP) is less common and sells for a premium price.

Potash plays a central role in helping feed the world's growing population. Approximately 95% of world potash production is used as fertilizer, the rest is used in a variety of chemical and manufactured products. There is no substitute for potash.

The key global producing countries are Canada, Russia, Belarus and China, accounting for some 75% of world production (2015). Nutrien (the result of the PotashCorp and Agrium merger), Mosaic, Uralkali, Belaruskali are the largest producers.

Key producers estimate that, in 2017, global demand for MOP was 64 Mt, up from approximately 60 Mt in 2016. Industry participants expect 2018 to be another year of strong demand growth, led by Latin America and China, with up to 65 Mt of global consumption. From 2001 to 2016, potash grew with a compound average growth rate of 2.7 %. Argus FMB expects similar growth for the future. MOP remains the cheapest source of potassium for agricultural purposes, therefore demand is expected to remain robust for the foreseeable future.

4.2 Formation of Potash

Potash deposits are considered sedimentary evaporites. These deposits formed through the evaporation of seawater or mixtures of seawater and other brines resulting in the precipitation of salts rich in potash minerals and magnesium sulphate. Evaporation occurred in large basins, sometimes considered lagoons which had a narrow, shallow connection to the sea.

In the theoretical model of an evaporating closed or semi-enclosed basin, the mineral salts are deposited in a predictable "bullseye" pattern whereby, certain minerals are preferentially precipitated as the basin dries. The first salts precipitated when the solution at the edges of the basin are calcite, followed by gypsum/anhydrite, halite, sylvite and ending in carnallite.

The most important potassium minerals in potash are sylvite, langbeinite, carnallite and kainite, with sylvinite (a mixture of KCL and NaCl) representing the highest-grade potash ore known. Langbeinite is a naturally occurring form of chloride-free potassium sulphate also containing magnesium sulphate. Carnallite can be considered a potash ore when the associated magnesium chloride is removed through processing, however it can be considered a contaminant when mining for sylvinite. Kainite is a relatively minor potash form, containing both potassium chloride and magnesium sulphate.

Rinneite (3KCl.NaCl.FeCl2) is a lesser potash mineral which is currently only commercially mined in conjunction with carnallite and sylvinite ores.

5 LOCATION, SETTING AND LICENCING

5.1 Location

The Project is located in the Khemisset Basin (North Morocco, Khemisset Province). The basin extends over an area of approximately 1,000 km2 and it is situated approximately 60 km southwest from Meknes and 80 km east of Rabat (Figure 5-1). The Project encompasses 40 licences in the Triassic-Liassic Khemisset Basin, the primary commodity of focus being the Potash targets.

Page 10 of 47

5.2 Setting

The Khemisset Project is located in the Khemisset Province of northern central Morocco. MSL's exploration properties cover a surface area of approximately 58,000 ha extending over a south west – north east strike of approximately 54 km in length. Regionally, the deposit is located between the Middle Atlas mountain range to the south west and the coastal plateau to the north west. Locally, the topography of the deposit area is characterised by undulating relief, with elevation ranging from 470 mamsl on hill peaks to 140 mamsl in river valleys. The climate is temperate Mediterranean climate with continental influences. Average annual rainfall is 556 mm, concentrated from November to April and generally associated with thunderstorm activity that can produce local flooding. The annual average temperature is 16.1ºC with the warmest month being August (average temperature 26.3ºC) and the coldest month being January (average temperature 10.2ºC).

The deposit area is intersected north-south by the Oued Beht River. The river drains from the Middle Atlas northwards through the coastal plain to join the Sebou River just upstream of Mehdia where it discharges to the Atlantic Ocean. Approximately 20 km north of the deposit area, the Oued Beht River is dammed by the El Kansera irrigation dam, forming a reservoir of 8 km in length.

MSL's exploration properties are adjacent to the city of Khemisset, which has a population of approximately 132,000 (2014 census). Khemisset is located 80 km east of the coastal city of Rabat and 50 km west of Meknès. Away from Khemisset, the deposit area is sparsely populated, with small villages or clusters of houses scattered through the landscape. Land use is arable within the river valleys, supporting subsistence farming activities, and non-arable on steeper hill slopes.

The closest protected area to the deposit is the Ifrane National Park, located in the Middle Atlas Mountain range 60 km to the south east. The Ifrane National Park contains endangered tree species of Atlas cedar (Cedrus atlantica) and is one of the few remaining habitats for the Barbary macaque (Macaca sylvanus). Natural vegetation at the deposit site appears to be Mediterranean with much of the land in river valleys converted to cultivated fields.

Within the Khemisset Project area, MSL has also acquired a mining licence from the previous licence owners Westmin. The mining licence area contains a decline for a small salt mining operation and associated evaporation ponds constructed by the previous operator. No development activities are on-going at this site. SRK understands that upon expiry of this licence, the holder is required to rehabilitate the area in accordance with Moroccan Law, only if they have completed additional works at this site; conversely if it has not completed any additional works at site, the rehabilitation liability remains with the perpetrator of the original works.

5.3 Licencing

The Company has engaged DLA Piper to undertake a legal due diligence on the status of the licences. SRK has relied on this and understands that all tenements under the control of the Company have been officially registered in the Morocco Mining Ministry and are current. Notwithstanding this, SRK has confirmed that the reported Mineral Resources falls within these licence areas.

The Company has advised that the mining tenements are 100% owned by subsidiary or related companies to MSL Minerals S.A.R.L and Mine de Centre S.A.R.L. The permits are defined by a reference number, the position of a control point and the centre of the 4 km x 4 km square for each permit.

The general terms associated with the types of mineral licences are listed in Table 5-1.

	Exploration	Research	Mining
Application Fees	50 MAD (USD5)/km2	2,000 MAD (USD200) / block	18,000 MAD (USD1,800)
First Renewal Fee	100 MAD/km2 (USD10/km2 )	4,000 MAD (USD400) / block	34,800MAD (USDS3,500)
Second Renewal Fee	N/A	N/A	60,000 MAD (USD6,000)
Annual Maintenance Fee	None required	Varies depending on land value, min of 5000MAD / hectare + 10%. Only small area of total rented	Varies depending on land value, min of 5000MAD / hectare + 10%. Only small area of total rented
Minimum Expenditure	10,000-20,000 MAD (USD1,000 – USD2,000) / km2	33,000-66,000 MAD (USD3,300 – USD7,000) / km2	N/A
Min Size	100 km2	Total licence area made up of 4x4km blocks.	Not <1 km2
Max size	600 km2	600 km2	Not greater than the previous research permit
Reporting requirements	Annual	Annual	Monthly, Annual
Initial term	2 years	3 years	10 years
Renewals	1 x 2yr	1 x 4yr	Renewed in 10yr tranches until reserve depleted.
Area Relinquished Upon Renewal	-	-	-
		Terms taken from new mining code - August 2016.
Notes		Minimum expenditure negotiable with MEM.
		FX Rate – Assumes 1 USD: 10 MAD

Table 5-1: Summary of Mineral Licence Conditions in Morocco

A summary of the licences pertinent to the Khemisset Project are listed in Table 5-2 and Table 5-3.

Last Renewed (in
Licence Number	Date Granted	compliance with Law n° 33-	Date of Expiry
		13)
3437967	01/08/2012	02/08/2015	01/08/2019
3437968	01/08/2012	02/08/2015	01/08/2019
3437969	01/08/2012	02/08/2015	01/08/2019
3438011	10/10/2013	10/10/2016	09/10/2020
3438012	10/10/2013	10/10/2016	09/10/2020
3438013	10/10/2013	10/10/2016	09/10/2020
3438014	10/10/2013	10/10/2016	09/10/2020
3438015	10/10/2013	10/10/2016	09/10/2020
3438016	10/10/2013	10/10/2016	09/10/2020
3438017	10/10/2013	10/10/2016	09/10/2020
3438018	10/10/2013	10/10/2016	09/10/2020
3438019	10/10/2013	10/10/2016	09/10/2020
3438041	19/12/2013	19/12/2016	18/12/2020
3438042	19/12/2013	19/12/2016	18/12/2020
3438043	19/12/2013	19/12/2016	18/12/2020
3438044	19/12/2013	19/12/2016	18/12/2020
3438045	19/12/2013	19/12/2016	18/12/2020
3438046	19/12/2013	19/12/2016	18/12/2020
3438047	19/12/2013	19/12/2016	18/12/2020
3438059	26/09/2014	26/09/2017	25/09/2021
3438060	26/09/2014	26/09/2017	25/09/2021
3438061	26/09/2014	26/09/2017	25/09/2021
3438062	26/09/2014	26/09/2017	25/09/2021
3438063	26/09/2014	26/09/2017	25/09/2021
3438064	26/09/2014	26/09/2017	25/09/2021
3438065	26/09/2014	26/09/2017	25/09/2021
2138109	11/08/2015	N/A	10/08/2018
2138137	28/12/2015	N/A	27/12/2018
3438068	01/12/2014	01/12/2017	30/11/2021
2138139	09/02/2016	N/A	08/02/2019
2138140	09/02/2016	N/A	08/02/2019
2138141	09/02/2016	N/A	08/02/2019
3438152	31/08/2017	N/A	30/08/2020
3438153	31/08/2017	N/A	30/08/2020
3438154	31/08/2017	N/A	30/08/2020
3438155	31/08/2017	N/A	30/08/2020
3438156	31/08/2017	N/A	30/08/2020
3438157	03/11/2017	N/A	02/11/2020
3438171	18/01/2018	N/A	17/01/2021

Table 5-2: 39 Research Licences, held by MSL Minerals

Table 5-3:	1 Mining Licence, held by Mine de Centre
------------	------------------------------------------

Licence Number	Date Granted	Last Renewed (in compliance with Law n° 33- 13)	Date of Expiry
343166	16/09/2007	17/09/2015	16/09/2019

SRK makes the following comments:

• • The Mining Licence 343166 was previously owned by Westmin S.A.R.L, an unrelated Moroccan company. On 12 October 2017, title to this licence was formally transferred from Westmin S.A.R.L to Mine de Centre S.A.R.L, a wholly owned subsidiary of MSL Minerals S.A.R.L.
• • Some of the licences overlap, in which case the earliest existing permit has priority. The total surface area covered by MSL's licences is 57,643 hectares (net of overlaps) and excluding the areas overlapped by the adjacent ONHYM licences; and
• • There are minor gaps between the boundaries of some of the licences. SRK anticipates that this will reasonably be resolved in time.

The location and relative spread of the 40 licences is shown in Figure 5-2. The proximity of the Khemisset town and licences held by ONHYM are visible.

The Mining Licence is relevant to the deposit and Mineral Resource declared herein. There are at present no active mining operations relating to salt mine located in the south of the licence. The Company's focus is on potash, at present located in the north-eastern corner of the licence.

The renewal of the research permits and the mining licence will be required to progress the Project through the stages of study. This is common to all exploration projects. The renewal of the mining licence is yet to be better understood, as the Company is engaged in exploration works rather than mining activities.

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5.4 Land Ownership

The majority of the land covering the Khemisset Project is semi-arable with the major use being small-scale subsistence farming. Given the large scale of the Project, there are a large number of individual landowners. The town of Khemisset is located on northern extremities of MSL's licences.

Land access for exploration activities has to be negotiated with individual landowners as required and may on occasion include reimbursement for loss of earnings. MSL has achieved land access on all occasions required to date.

5.5 Neighbouring Properties

The MSL licences surround 11 ONHYM licences as shown in Figure 5-1. In January 2014 there was a call for interest in these licences from ONHYM. The public document advertised the central licences, where the central Khemisset sub-basin occurs, as containing approximately 180 Mt of carnallite at a grade of 9.5 % K2O and average thickness of 4.4 m. The basis for these numbers is unknown and has not been validated. However, the historical drilling database contains information in these licences which confirm the extension of the potash mineralisation in the central sub-basin. There is no known activity on these licences.

6 ENVIRONMENTAL CONSIDERATIONS

6.1 Environmental and Social Approvals

Mining activities in Morocco are regulated by the Ministry of Energy, Mining and Sustainable Development, through the Directorate of Mines and Hydrocarbons. The most recent Mining Code was introduced by Law 33.13 of July 2015 and its implementation decree (published in Bulletin Officiel No. 6484 – 16 Chaoual 1437 of 21 June 2016). In terms of environmental requirements, the Mining Code requires exploration, research and mining title holders to undertake activities in accordance with current environmental laws and regulations (Article 56). An application for a mining (exploitation) licence requires the submission of an environmental impact assessment (EIA) to demonstrate environmental acceptability of the Project (Article 59). Article 60 of the Mining Code also introduces a new requirement for mining licence holders to prepare an abandonment (closure) plan. The regulations for closure planning to support this requirement have not yet been developed.

The EIA process should be carried out in accordance with Law No. 12-03 relating to environmental impact assessments (EIA law). The National (or Regional) Committee for Environmental Impact Assessments is responsible for reviewing the EIA and providing an opinion on the environmental acceptability of the Project. The EIA process requires a public inquiry following submission of the EIA report and prior to a decision being taken on the Project.

Other environmental legislation that may be applicable to the future permitting of the Project include Water Code (Law No.10-95 of 16 August 1995) and decrees regulating the abstraction, use, discharge and diversion of water. Law No. 13-03 relating to air pollution will also require a mining title holder to prevent, reduce and limit air pollutant emissions that are likely to endanger human health or harm the environment, and respect legal emission limits.

In terms of land acquisition, access can be obtained through a sale or rental agreement with the land owner. If negotiations fail, expropriation in accordance with Law No.7-81 of 6 May 1982 (regarding the compensation process following expropriation) is possible.

6.2 Approach to Management

SRK understands MSL has, to date, drilled and rehabilitated three exploration holes. Landowners were remunerated small amounts for loss of income during the drilling, but no compensation for environmental disturbances was sought or paid. SRK has not been provided with copies of the compensation agreements or environmental permissions associated with the exploration activities.

Regarding the mining licence, SRK has not been provided with a copy of the licence (and therefore the environmental approval which attaches to it) but has reviewed the Environmental Impact Assessment (EIA) report submitted for the renewal of the licence in accordance with the 2016 Mining Code, which was accepted by the relevant authorities. The report contains a series of mitigation and monitoring measures to manage the environmental and social impacts from the proposed mining activities which will need to be implemented if mining activities resume. While the successful renewal of the licence indicates the EIA report has been approved by the relevant authorities, the assessment and management measures do not, in the opinion of SRK, reflect good international practice and should be a point of focus for MSL in the future.

Given the early stage of the Company, SRK has not received further information on MSL's existing environmental management activities, extent of engagement with surrounding landowners and communities, or MSL's plans for future permitting and environmental management activities. SRK understands that the Company intends to complete environmental and social baseline and impact assessments in line with the Equator Principles and IFC Performance Standards as part of its future assessment of the Khemisset Project.

6.3 Technical Environmental and Social Matters

Based on the available environmental and social information and the current and likely future Project activities, the following key technical issues have been identified that may require consideration by MSL.

• • Impacts on the Oued Beht River: Due to the Project location, there is the potential for impacts from the future mine and associated surface facilities on the Oued Beht River that will need to be assessed and mitigated during the Project design and permitting process. Changes to water quality or quantity in this river will be of importance due to the reliance on this river for irrigation by downstream water users.
• • Environmental liabilities associated with the existing salt mine: There are some existing mine workings within the perimeter of the mining licence, realised by Westmin S.A.R.L during its tenure of the licence. The workings include a decline which was uncompleted but reached the Upper Salt Formation which occurs above the Basalt Formation. The material which was removed during the construction of this decline, including salts, remains in part at surface, covering an area of approximately eight hectares. Much of the salt has been consumed in the preparation of brines used as drilling fluids for the KMSL drilling campaign. The related environmental liabilities remain with Westmin, as these are not carried forward onto a new licence holder (as stated in the DLA Piper report). MSL has none the less requested three local consultants for quotations for

the rehabilitation of the site. The consultants visited the site and assessed the work to be undertaken in early 2018. The cost estimate as of February 2018, is in the region of USD 100,000. In the unlikely event that the liability falls on MSL, this is deemed a relatively small cost.

• Physical and economic resettlement: Surface infrastructure associated with the future mine, such as underground portal, process plant and waste storage facilities, will require MSL to acquire land rights across a large surface area. Depending on the location of this infrastructure, there may be a need to relocate residential properties or compensate land owners for long-term loss of income, for example from agricultural land.

In addition to the key issues highlighted above, other environmental and social issues that will have to be considered during the Project development and EIA process include:

• o positive impacts in terms of job creation, contributions to the local economy and government revenue;
• o impacts on community health and safety, particularly from air and noise emissions and increasing transport on local roads;
• o landscape and visual impacts;
• o impacts on biodiversity; and
• o impacts on archaeology and cultural heritage.

6.4 Closure Requirements

Prior to the introduction of the Mining Code, neither environmental nor mining legislation had requirements with respect to closure. Although a requirement for closure has been introduced by the 2016 Mining Code, the regulations for closure planning to support the Code have not yet been developed and therefore the likely closure requirements for the Khemisset Project are unknown.

To meet good international industry practice, the site will need to be closed and rehabilitated to a safe and stable condition suitable to support pre-mining land use activities. Conceptual plans for closure will need to be developed from the pre-feasibility stage of Project design and consideration will need to be given to the cost of closure and financial provisioning during the life of mine.

6.5 Risks and Opportunities

The following risks and opportunities have been identified for the Khemisset Project:

• • Addressing environmental and social issues through Project design: As the Project progresses from early exploration to pre-feasibility and feasibility phases, environmental and social studies will be required in parallel to inform the Project design. Early identification of risks and opportunities allows potential issues to be designed out early in the process or appropriately accounted for in the pre-feasibility and feasibility studies. For the Khemisset Project, impacts on surrounding water resources and land owners will be of particular importance.
• • Permitting: To meet good international industry practice, the EIA process for the future mine will require robust environmental baseline data collection, particularly on surrounding

water resources. The EIA process will need to be considered in the Project schedule to ensure sufficient time is available to complete the required studies and avoid future permitting delays.

• • Stakeholder engagement: Due to the proximity of the Project to Khemisset and surrounding rural communities, an effective stakeholder engagement programme will be essential to develop constructive relationships with surrounding stakeholders as the Project progresses. Poor stakeholder relations could present a risk of disruption to future exploration activities and permitting processes whilst positive relations provide an opportunity for the Project to result in shared value and the associated social licence to operate.
• • Resettlement: Resettlement (economic or physical) is likely to be required for the Khemisset Project in the future. If MSL wishes to meet good international industry practice with regards to resettlement, a specific resettlement process will need to be followed that could require significant time and financial resources.

7 GEOLOGICAL SETTING

7.1 Regional Geology

The Khemisset basin is one of the marginal sedimentary basins of Morocco which formed in the Triassic and were initiated through the opening of the mid-Atlantic rift. Initial subsidence is represented by continental red beds (iron-rich sandstone and other sedimentary deposits which are indicative of deposition on land, not the sea). Further subsidence and extensional faulting later in the Triassic and Early Jurassic led to the formation of clay deposits and extensive salt/evaporite deposits. The evaporite facies are mainly composed of halite, gypsum and locally, sylvite and carnallite and may exceed a thousand meters in thickness. These deposits are equivalent to the Lower Salt Formation (LSF) within the Khemisset basin. Basalt lavas were also deposited in the western Moroccan coastal.

After this period more rapid subsidence occurred in the Lower and Middle Jurassic. This led to the formation of a continental slope, carbonate banks and carbonate platform represented by dolostones and dolomitic limestones. Subsidence continued until the Middle Cretaceous in the Moroccan continental margin terrane. The Late Cretaceous is characterized by the uplift of the western High Atlas and intensive salt diapirism. Subsequent to this, a long period of erosion led to the deposition of a thick Tertiary sedimentary sequence of marls and conglomerates.

The evaporite formations constitute regional targets for potash exploration. In addition to Khemisset, sylvinite and carnallite mineralisation has been described at Doukkala, Berrechid, Essaouira and Boufekrane basins.

7.2 Khemisset Basin Geology

The Khemisset Potash Basin is a half-graben bounded by Paleozoic uplifts of Moroccan Meseta, a highly deformed quartzite schist. The basin is approximately 60 km long and 20 km wide and bounded by mainly northeast-southwest oriented faults. The Late Triassic deposits only outcrop in the southwestern portion of the Khemisset Basin, dip gently (0-10 degrees) towards the northeast and are overlain by Early Jurassic marine dolostones and dolomitic limestones, or directly by Miocene marls and conglomerates. The entire sequence has a maximum thickness of 1,000 m in the axial part of the basin.

In the centre of the Khemisset Basin the Late Triassic to Early Liassic strata can be subdivided into five formations which can be correlated through the historical drilling. These as described in Table 7-1.

Stratum	Logging Code	Sub Unit	Thickness (m)	Description
Upper Clay Formation	UCU		20-170	Red-brown sandy mudstone with traces of anhydrite, gypsum, marl
Upper Salt Formation	USU		50-650	Bedded halite, gypsum, anhydrite, dolostone and siliciclastic mudstone, sub-economic potash occurrences
Basalt Formation	BST		30-100	Basalt lavas with local lenses of claystone, limestone and evaporite
		L2.2		Massive banded salt with the principle economic potash layer (sylvite and carnallite)
Lower Salt Formation	LSU	L2.1	up to 190	Black chaotic to massive banded salt with potash inclusions
		L1		Red-brown mudstone salt interbedded with red beds
Lower Clay Formation	LCU		over 250	Red brown shale with traces of gypsum and halite

Table 7-1: Late Triassic to Early Liassic Strata in the Khemisset Basin

7.2.1 Deposit Geology

The deposit geology and mineralogy presented here is based upon historical reports and data, in conjunction with recent information from MSL's drilling campaign in 2016.

There are four main prospective areas of potash mineralisation contained within the main potash horizon in the Khemisset Basin, shown in Figure 7-1. These deposits are considered as three distinct sub-basins; Souk Jmaâ (southwest), Central Khemisset (central and north), and Oued Beht (northeast). They are separated by sterile areas where potash salts are absent or reduced to thin millimetre or centimetre horizons included in the halite beds.

SRK Consulting Khemisset CPR – Main Report

Page 21 of 47

The southwest deposit (Souk Jmaâ sub-basin) varies in thickness between 0.5 m and 5.5 m with an average thickness of 2.5 m. The %K2O varies between 7 % and 12 % with an average grade of 9%. It covers an area of approximately 25 km2. The potash horizon is generally flatlying and occurs at between 500 m and 550 m below surface with no interpreted faulting. The potash minerals in this deposit are a central carnallite zone surrounded by sylvinite.

The central deposit (Central Khemisset sub-basin) varies in thickness between 0.7 m and 9 m with an average thickness of 4.6 m. The %K2O varies between 4% and 14% with an average grade of 10%. It covers an area of approximately 28 km2. Several faults orientated northeastsouthwest have been interpreted through the central deposit with vertical displacements of between 5 m and 25 m with one major fault showing displacement up to 80 m. The potash horizon dips gently to the northeast up to 10 degrees and occur at between 680 m and 980 m below surface. The deposit contains a central carnallite zone that gradually changes towards the southwest and northwest to sylvinite. A mixture of sylvinite and carnallite is present in the intermediate zone.

The north deposit (Central Khemisset sub-basin) varies in thickness between 0.7 m and 3.5 m with an average thickness of 2.2 m. The %K2O varies between 8% and 12% with an average grade of 11%. It covers an area of approximately 3 km2. There are two faults orientated northeast-southwest are interpreted with vertical displacement of up to 25 m. The potash horizon dips gently to the northeast up to 5 degrees and occur at between 470 m and 560 m below surface mainly under Khemisset city. The main potash mineral in this deposit is sylvinite but at the southern edge it changes to a mixture of carnallite and sylvinite.

The northeast deposit (Oued Beht sub-basin) varies in thickness between 0.5 m and 5.5 m with an average thickness of 2.5 m. The %K2O varies between 4% and 18% with an average grade of 11%. It covers an area of approximately 53 km2. There are no faults interpreted in this area, although it is likely there is some faulting parallel to other structures (oriented northeast southwest) in this deposit. The potash horizon dips gently to the northeast up to 10 degrees and it occurs between 520 m and 1,070 m below surface. The distribution of potash minerals in this sub-basin is more complex than the others with a mixture of carnallite, rinneite and sylvite present. The central area of the deposit contains a mixture of carnallite and rinneite mineralization towards the west and sylvinite and rinneite towards the east. The northern area is characterized by a mixture of carnallite and rinneite and the south and southwest edges by zones of sylvinite and rinneite respectively. The mineralisation is a mixture of carnallite and sylvinite in the eastern part of the sub-basin.

7.2.2 Mineralisation

The main potash minerals in the Khemisset deposits are carnallite, sylvinite and rinneite. The relative concentrations of these within the potash horizon vary. The mineralisation is also characterised by a very low insoluble fraction, generally in the range of 1% to 2%. The relative distribution of the different types of potash mineralisation as described in section 7.2.1 is shown in Figure 7-2.

Page 23 of 47

Processing Implications

The two principal potash minerals recorded are sylvinite and carnallite. Sylvinite is routinely beneficiated using flotation. Carnallite flotation is less widely practised, and two variants are used. In one, the carnallite is subjected to a chemical decomposition stage in order to transform the K-containing phase to sylvite before flotation of the sylvite. In the other variant, carnallite is floated as is, after which it is decomposed to separate the K and Mg constituents.

SRK notes that carnallite flotation is typically practiced in contexts where no sylvite is present. The potential for processing a combined sylvite / carnallite feed stream is therefore yet to be established, although a staged process of sylvite recovery followed by carnallite recovery seems a reasonable approach.

The presence of rinneite in a potash plant feed has only been recorded at the historical Niedersachsen-Riedel and Werra plants in Germany, owned and operated by K+S Aktiengesellschaft, where it appears the potash was processed chemically, by selective decomposition and crystallisation. It is unclear whether the rinneite ore was amenable to flotation techniques. The impact of the presence of rinneite was to lower the pH. This impact was mitigated by pH control using alkali, by feed blending or both of these approaches.

7.3 Hydrogeology

The Khemisset province is located within the Sebou Hydrological Basin. There are several major aquifers located within the Sebou Basin, but it appears that none are within the Khemisset Province or the deposit area. The nearest major aquifers are the Jurassic units which are located to the north and north east of the Project. Within the Khemisset Province minor exploitable groundwater units can be found within the basal Miocene, shallow Quaternary alluvials and within the basalt formation in zones of increased secondary porosity. The Upper Clay Unit and the Upper Salt Formation separates shallow minor aquifers in the alluvial and Miocene from the Lower Salt formation. Nonetheless the completeness of the extent of the clay cover remains unconfirmed at this stage.

No hydrogeological specific drilling or testing has been undertaken at the Project to date, however exploration drilling has recorded water and/or fluid loss in some occasions both in the Miocene and at the level of the basalt, the latter recorded typically at the margins of the deposit. Weathering and faulting in basalt increases the occurrence of open fractures and joints and thus groundwater flow potential. Further work will therefore be needed to assess groundwater related risks to the mine and investigate the hydraulic properties of the basalt and delineate any open structures or faults in the Project area.

8 EXPLORATION

8.1 Previous Exploration and Studies

The Khemisset Basin was historically explored for potash from the 1950s by Bureau de Recherches et de Participation Minières (BRPM) in conjunction with Mines domaniales des potasse d'Alsace (MDPA) and then from the 1960s onwards by BRPM with assistance from UNDP. The exploration works included surface geophysical surveys, 2D seismic surveys and surface drilling.

Geophysical surveys across the basin were conducted at a regional scale as part of a country wide study done by the Societe Cherifienne des Petroles Prérides (year unknown). The survey was completed on a coarse grid of >1 km spacing. The results of the survey indicate a slight negative anomaly in the Khemisset region but the resolution of the survey was not high enough to define drilling targets. Further telleric and magnetic studies were also completed at the same regional scale, but the same resolution problem exists in using this data for further exploration.

A 2D seismic campaign was performed by Bureau de Recherches et de Participation Minières (BRPM) jointly with Mines domaniales des potasse d'Alsace (MDPA) (year unknown). The seismic survey was approximately 100 km consisting of one longitudinal profile and three transverse profiles in the central area of the Khemisset basin and an additional transverse profile in the Oued Beht Valley. The position of two of these profiles in the Central Khemisset sub-basin, KBD and KBA, are shown in Figure 7-1. The length of the profiles total approximately 17.3 km and taken from "Mine et Geologie Report, 1965" authored by the Royaume du Maroc Ministere de l'Industrie et des Mines. The key reflectors identified in this study were the base of the Miocene, the top of the upper salt, and the top of the basalt.

There were two drilling campaigns completed across the basin before 2016. The first is the Potasses Khemisset Bataille (PKB) series drilled between 1955 and 1958, comprising 9 scout holes, drilled to between 560 m and 1302 m depth and totalling 7,525 m. Four drillholes in this series lie within MSL's licences (PKB-2, PKB-3, PKB-6, PKB-9) of which two (PKB-2, PKB-3) intersected potash. Three other PKB drillholes intersected the prospective potash seam outside the MSL licences, PKB-1, PKB-4 and PKB-5.

The second drilling campaign, the Potasses Zemour (PZ) series was completed between 1962 and 1969. This comprised 124 drillholes totalling approximately 75,000 m. 61 of the drillholes lie in the MSL licences comprising approximately 35,000 m. 35 of these drillholes successfully intersected the potash horizon. Another 44 drillholes intersected potash outside the MSL licences. The PZ drilling has an average grid spacing of 3 km over the majority of the basin and MSL's licences. In the central area, the basin has been infill drilled to approximately 1,500 m.

The locations of the historical holes and the existence of potash is shown in Figure 7-1.

8.2 Topographic Survey

No detailed topographic surveys have been undertaken across the Khemisset Basin. Therefore, publically available Advanced Spacebourne Thermal Emission and Reflection Radiometer (ASTER) data, has been used as the source of the topography for the work completed to date.

8.3 Drilling

8.3.1 PKB

Drilling of the PKB series was completed by BRPM-MDPA from 1955 to 1958 by use of a Franks drill rig. The locations were cased through the Miocene and loose alluvial sediments, and then open hole drilled by tricone at different diameter drill-bits, between 6.25 inches (15.88 cm) and 8.5 inches (21.59 cm). Salient intervals were selective cored by double tube diamond drilling or Trepan drilling to obtain intact rock samples. The core drill-bit was 5.625 inches (14.29 cm) in diameter. Trepan drilling is a technique used for large diameter holes where a ring at the periphery of the hole is destructively drilled, leaving a solid core centre which is retrieved for sampling.

The drillholes were geophysically logged for natural gamma and, where additional potash targets were found that had not been cored, deviations were drilled to obtain the requisite samples. Core recovery is summarised for the overall hole and split into the intervals that are drilled by different methods. Core recovery is not reported by run in the scanned summary drill logs.

There is no information on downhole surveying for this series and, in the absence of this, the holes are assumed to be vertical.

The information on the drilling methodologies, lithological and geophysical logging is obtained from scanned copies of summary drillhole logs provided by ONHYM to MSL. There are no available logs or detailed information for drillholes PKB-7, PKB-8 and PKB-9. Subsequent information provided by ONHYM indicate these drillholes do not contain potash and they have been treated as barren holes for the purposes of the resource estimate. It should be noted that only PKB-8 lies within MSL's licences and that there is no further detail available on the historical exploration activities at this time.

Drillhole Collar Surveys

There is no information in the PKB summary drill logs on how the drillhole collars were surveyed but these documents do describe the co-ordinates are given in the Merchich North Lambert Maroc system. The PKB drillhole collars have several sources of information collected from historical documents and through recent surveying. The first set of co-ordinates (BRPM-MDPA) are shown typed in the front of the scanned drillhole log where it is available. The second set of co-ordinates (ONHYM) were supplied to MSL from historical drilling reports held by ONHYM. The third set of co-ordinates are from handheld GPS surveys completed by MSL in 2016 of collars that could still be located. PKB-1, PKB-2, PKB-6 and PKB-8 were located and resurveyed by MSL. These drillholes were located between 3 m and 547 m from their original BRPM-MDPA positions and between 3 m and 85 m from the ONHYM locations. Where drillholes could not be found, the ONHYM locations were used preferentially over the original BRPM-MDPA positions. Of the four PKB holes in the MSL licences, only PKB-2 and PKB-6 were located and resurveyed.

8.3.2 PZ

Drilling of the PZ series was completed by BRPM from 1962 to 1969 by use of a Franks 4000 AC drill rig and a Failing 2500 drill rig. In the drilling of PZ33 to PZ124 the holes were drilled by open hole into the Basalt Formation and then changed to coring at the base of the basalt and into the Lower Salt Formation. There is no information on the drilling methods for PZ1 to PZ32 except that coring was done through the Lower Salt Formation to retrieve samples for analysis. There is no information available on core recoveries. The only logging information supplied is a summary of the geological units, and the sample intervals and chemical results. The PZ drilling covers the whole of the Khemisset basin and the majority of MSL's licences at an approximate grid spacing of 3 km. A tighter grid spacing of approximately 1,500 m spacing, Figure 7-1, covers the main potash body south of Khemisset town and the drilling is as close as 500 m within the north deposit under and around Khemisset town.

There is no information on downhole surveying for this series and, in the absence of this, the holes are assumed to be vertical.

There is incomplete information for drillholes PZ24, PZ50 and PZ121. Further information provided by ONHYM indicate very thin (<1 m) low grade potash (<3 % K2O) in PZ24 and PZ50 and the absence of potash in PZ121.

The summary logs for drillholes PZ45 and PZ116 are absent. Subsequent information provided by ONHYM indicates that PZ45 is barren but PZ116 contains a single horizon of potash. This information has been used for the purposes of the resource estimate.

It should be noted that drillholes PZ50, PZ116 and PZ121 lie within MSL's licences and that there is no further detail available on the historical exploration activities at this time.

Drillhole Collar Surveys

Similarly, there is no information in the PZ summary drill logs on how the drillhole collars were surveyed apart from a reference, in some cases, that the collar elevations were estimated from the Khemisset topographic map (1:50,000 scale). The co-ordinates are also given in the Merchich North Lambert Maroc co-ordinate system and the drill collars have various different co-ordinates from different sources. The sources for the co-ordinates are the three described for the PKB series. A total of 83 of the PZ drillhole collars were located and resurveyed. Of these, 41 are within the MSL licences, which leaves 20 PZ collars within MSL's licences that were not located. The discrepancies between the original positions from the drillhole logs and the resurveyed positions are between 1 m and 1,676 m, and the discrepancies between the resurveyed positions and the ONHYM locations are between 1 m and 1,363 m. The final coordinates for the drillholes were determined the same way as for the PKB series; where drillhole collars could not be found, the ONHYM locations were used preferentially over the original BRPM positions.

8.3.3 MSL

MSL completed a verification drilling programme of three drillholes between April and June, 2016. The location of the drillholes were situated close to existing historical holes. The aim of the drilling was to confirm the existence of potash mineralisation, and compare the grade and mineralogy. The drillholes were located in the North deposit, Central Deposit and Northeast deposit.

The holes were drilled using a Delta Makina D-150 rig. Mud rotary drilling was used to collar the hole through the Miocene and alluvial sediments which was then cased to between 20 m and 30 m depth. Mud rotary drilling with fresh water was used to drill to the Basalt Formation with selective use of PQ diamond drilling to obtain core from the different geological formations. The holes were then diamond drilled at HQ diameter using a CaCl2 saturated mud (250-280 g of Cl/litre) to prevent dissolution of the salts that were being drilled and enable maximum recovery.

Once retrieved from the core barrel the core was cut into 1 m pieces with a diamond saw using a saturated CaCl2 brine for the salt units, photographed, then covered in plastic wrap to prevent exposure to moisture. It is stored in 5 m plastic core boxes in a metal container near the entrance to the old salt mine decline on MSL's mining licence. Once the drillhole was complete it was geologically logged. Core recovery was not recorded but was visually inspected by SRK on the site visit in 2017 and observed to be 100% for the potash units. No weights were recorded so the effect of dissolution on the core is not quantified.

The full drillhole was geophysically logged with natural gamma and caliper, and was also surveyed for drillhole deviation. A smaller sub-section containing the potash horizon was relogged with acoustic televiewer, resistivity and self-potential. The depths of the geological log were adjusted according to the results of the geophysical log once this was completed.

Drillhole Collar Surveys

The three KMSL drillholes were initially surveyed by handheld GPS, then by differential GPS. The co-ordinates were recorded in the Merchich North Lambert Maroc system.

8.4 Sample Preparation

8.4.1 PKB

The PKB drillholes were sampled where coring had taken place. Up to four individual samples, separated by waste, were taken for each drillhole. The sample lengths vary between 0.1 m and 2.83 m. The nature of the sampling suggests lithological boundaries or the natural gamma logs were used to guide the sample selection, although this is not explicitly stated. Additional information from ONHYM was supplied for the samples in PKB-8. There are no samples taken from PKB-6, PKB-7 and PKB-9. No further historical information is available on subsequent sample preparation or on the chain of custody.

8.4.2 PZ

The PZ drillhole summary logs contain tables of samples taken for analysis. The individual samples vary in length from 0.06 m to 3.58 m. In 12 drillholes, the individual samples were combined for further analysis. There are other sources of analysis information provided directly by ONHYM, but it is unclear whether the analysis here relates to individual samples, or combined samples across potash intercepts. There is no further explanation in the historical documentation provided of how the samples were selected or prepared for analysis or on the chain of custody.

8.4.3 MSL

The drill core for the Lower Salt Formation was split in half using a diamond core saw with a saturated CaCl2 brine. The sample intervals were then marked up on one half of the core according to the lithological boundaries and the natural gamma log for further cutting. Sample locations for semi-quantitative XRD (QXRD) were also located on the core, according to lithological changes. After cutting, the sample was weighed and vacuum sealed in a plastic sample bag which was placed inside a second plastic sample bag with a sample tag detailing the sample number and the depth of the interval in the drill hole. The samples were then placed in plastic drums and a safe container. The drums were transported by DHL to the ALS laboratory in Seville, Spain for sample preparation and analysis. A total of 51 samples were submitted. The remaining half core was vacuum sealed and is kept in the core boxes at the field offices.

The samples were prepared by ALS in Seville, Spain. The whole sample is dried and crushed to 70% passing -2 mm then a 250 g fraction is pulverised to 85% passing -75 µm.

10 QXRD samples were selected from KMSL-1, taken from the surface of the core using a knife. The samples were obtained between 520.05 m and 526.09 m depth at seven different points. At some points, two samples were taken from different salt or material types to ensure they represented the full core at that depth.

8.5 Laboratory Analysis

8.5.1 PKB

The PKB series collected 19 samples from six holes which were only analysed for %K2O. The samples were analysed at the M.PELLET BRPM laboratory. This data was sourced from the drillhole summary logs and the ONHYM tender document. The analysis method is unknown.

8.5.2 PZ

The PZ series contains 522 individual samples which were all analysed for %K2O. 141 of these samples were also analysed for other elements and the mineralogy of % carnallite, halite, calcium sulphate and sylvite were calculated from this, assuming that all the Mg2+ is held in carnallite and the remaining K+ in sylvite. The samples were analysed at the BRPM laboratory.

Analysis	No. Samples
K2O%	522
Na+%	141
Ca2+%	141
Mg2+%	141
Cl- %	141
2-% SO4	141
Fe2+%	7
Fe3+%	0
Br-	5
Insolubles%	136

Table 8-1: PZ Series Sample Analysis

In 12 holes, the individual samples were combined into several group samples which were subsequently analysed for Mg2+, Ca2+, Cl- , SO42-, Fe2+, Fe3+, Br and insolubles. The analysis method for both the individual samples and the group samples is unknown.

8.5.3 MSL

The prepared samples were shipped from ALS in Seville, to the ALS laboratory in Loughrea, Ireland to be analysed by XRF (for metals and other major constituents), ICP-OES (soluble elements) and gravimetric analysis (insoluble residue).

SRC Geoanalytical laboratories in Canada were used as a control laboratory and analysed five pulp duplicate samples. The analysis methods were soluble and insoluble digestion and ICP-OES.

Mineralogy was determined at the National Museum of Natural History, Madrid, Spain, (CSIC), by semi-quantitative XRD.

All laboratories used by MSL have been certified in accordance with the appropriate ISO Standards.

8.6 Quality Assurance and Quality Control

There is no description in the historical documents of control samples such as standards, blanks and duplicates, being used or analysed within the PKB or PZ series.

MSL included a number of blanks, duplicates and standards within the 2016 drill programme to assess the precision and accuracy of the laboratories used. Three internal pulp duplicates, five external pulp duplicates, three blank samples and three standard samples were analysed by ICP-OES. The standard samples were supplied by SRC and were a low-grade sample, POT003B of 18.90% K2O and a high grade sample, POT004B which has a certified value of 36.40% K2O.

The results of the quality control samples show good accuracy and repeatability in the analysis and preparation of the samples with no contamination being introduced in the process. The number of control samples is appropriate for the total number of samples submitted from the MSL drilling programme.

8.7 Data Verification

Verification of the historical data and database, which constitutes 98% of the data used in the resource estimate, has been completed through MSL's recent twin drilling of three historical holes, resurveying of drillhole collars, and a check between the scanned BRPM summary logs and the digitised database for 10% of the data (14 drillholes).

8.7.1 Twin Drilling Results

The verification drillholes were positioned close to existing historical holes, up to 300 m, to provide comparable data. The locations of these are shown in Figure 7-1.

KMSL-1

KMSL-1 is located approximately 300 m east of historical hole PZ88 in the Northeast sub-basin. A comparison of the elevations and thicknesses of the main geological units is shown in Table 8-2.

Geological Unit	Base Elevation (RL)			Unit Thickness (m)
	KMSL-1	PZ88	KMSL-1	PZ88
Quaternary	151.5	150.9	13.0	6.0
Upper Clay Formation	126.3	122.9	25.2	19.0
Upper Salt Formation	-297.2	-315.1	423.5	438.0
Basalt Formation	-354.4	-376.2	57.3	61.1
Lower Salt Unit Interval	-355.68	-377.61	1.24	1.41
Potash Horizon	-357.66	-380.29	1.98	2.68

Table 8-2: KMSL-1 & PZ88 Elevation and Thickness Comparison

The thickness and position of the major units in KMSL-1 agree well with PZ88 and conform to the predicted basin morphology that KMSL-1 is up-dip of PZ88. Figure 8-1 shows the grade profiles through the potash horizon. It is noticeable that PZ88 has higher grades than KMSL-1 and an additional high grade peak at the top of the unit. The overall average grade (%K2O) for the potash horizon is higher in PZ88 (14.5 %) than in KMSL-1 (9.03 %).

Figure 8-1: %K2O profiles through PZ88 and KMSL-1 relative to the base of Potash (0m)

The mineralogy historically described in PZ88 is sylvinite (with the primary potash mineral as sylvite). The results of the KMSL-1 logging and mineralogy by QXRD confirmed the presence and concentrations of up to 16.5% carnallite, 21.9% sylvite, and 5.3% anhydrite within the potash horizon. The presence of carnallite was unexpected. It is positive that no rinneite was found within this drillhole given that previous interpretations, by Et Touhami, had characterised this area as being at the edge of the rinneite mineralisation.

KMSL-2

KMSL-2 is located approximately 20 m west-southwest of PZ111 in the central Khemisset subbasin. A comparison of the elevations and thicknesses of the main geological units in these drillholes is shown in Table 8-3.

Geological Unit		Base Elevation (RL)		Unit Thickness (m)
	KMSL-2	PZ111	KMSL-2	PZ111
Quaternary	202.1	196.0	12.0	19.0
Upper Clay Formation	114.2	104.0	87.9	92.0
Upper Salt Formation	-139.8	-145.0	254.0	249.0
Basalt Formation	-213.7	-220.2	73.9	75.2
Lower Salt Unit Interval	-216.22	-222.4	2.57	2.15
Potash Horizon	-218.35	-225.5	2.13	3.11

Table 8-3: KMSL-2 & PZ111 Elevation and Thickness Comparison

The thickness and position of the major units in KMSL-2 agree well with PZ111 although the potash horizon is significantly thinner in KMSL-2. KMSL-2 shows indications that the potash unit is faulted which would account for the differences in thickness and grade. Figure 8-2 shows the grade profiles through the potash horizon. It is noticeable that PZ111 has additional high grade peaks at the top of the intersection than KMSL-2 which supports the theory the potash bed is faulted. The overall average grade (%K2O) for the potash horizon is higher in PZ111 (11.76 %) than in KMSL-2 (7.52 %).

Figure 8-2: %K2O profiles through PZ111 and KMSL-2 relative to the base of Potash (0m)

In PZ111, the potash horizon is described as sylvinite. The potash minerals in KMSL-2 are also found to be pure sylvinite. This is supported by the absence of Mg in the ICP-OES results for KMSL-2.

KMSL-3

KMSL-3 is located approximately 90 m north of PZ3 in the north central Khemisset sub-basin. A comparison of the elevations and thicknesses of the main geological units in these drillholes is shown in Table 8-4.Table 8-2

Geological Unit		Base Elevation (RL)		Unit Thickness (m)
	KMSL-2	PZ111	KMSL-2	PZ111
Quaternary	426.6	448.0	1.8	1.8
Miocene	290.7	318.0	135.9	130.0
Lower Lias	290.7	309.5	0.0	8.5
Upper Clay Formation	186.7	208.5	104.0	101.0
Upper Salt Formation	-5.7	17.0	192.4	191.5
Basalt Formation	-102.5	-77.9	96.8	94.9
Lower Salt Unit Interval	-103.5	-78.2	1.02	0.30
Potash Horizon	-106.55	-80.94	3.05	2.74

Table 8-4: KMSL-3 & PZ3 Elevation and Thickness Comparison

The thickness and position of the major units in KMSL-3 agree well with PZ3 although the potash horizon is slightly thicker in KMSL-3. Figure 8-3 shows the grade profiles through the potash horizon. It is noticeable that PZ3 is almost directly beneath the basalt formation and has no high grade peaks at the top. This may be caused by the erosion of the high grade in the

Lower Salt Formation by the basalts. The overall average grade (%K2O) for the potash horizon is slightly higher in KMSL-3 (11.6 %) than in PZ3 (10.74 %), although they are very comparable.

Figure 8-3: %K2O profiles through PZ3 and KMSL-3 relative to the base of Potash (0m)

PZ3 describes the potash horizon as containing sylvinite. This is confirmed in the presence of only sylvinite in KMSL-3.

8.7.2 Historical Drillhole Survey

In 2016 MSL resurveyed all the drill collars that could still be found over the Khemisset Basin. Details of the results of this survey are described in section 8.3. The results showed that some of the drillholes were found up to 1,670 m from the original BRPM collar positions which gives low confidence to the historical collars that could not be found and resurveyed. However, 65 % of the historical collars were located and 84 % of the discrepancies were less than 300 m which is not considered significant compared to an average drillhole spacing across the MSL licences of approximately 3 km.

8.7.3 Transcription Check

SRK randomly selected 14 drillholes to compare the original scanned information with the digital database. The collar co-ordinates, lithology data and analysis results were checked, and in all cases no discrepancies were found. This gives high confidence to the compilation of the historical database used for the resource estimate.

8.8 SRK Comment on Data Quality

SRK considers the verification drilling and sampling has added significant confidence to the historical database and confirmed the presence of economic potash in the north deposit, central deposit and northeast deposit in the Khemisset basin. The grade profiles can be mapped between the drillholes in all three instances and the mineralogy and lithological logging shows good consistency. The only exception is the mineralogy in KMSL-1 where carnallite, in addition to sylvinite, was encountered.

Moreover, the resurveying of the historical collars had added confidence to the data across all MSL's licences. Additional checks performed by SRK show there are no transcription errors in the digitised historical data and the quality and capture of this information is good.

SRK consider the historical and recent drilling within MSL's licences to be of sufficient quality to support the declaration of Inferred Mineral Resources. To report Resources at a higher confidence further drilling and full chemical analysis of the other salt elements including Mg, Na, Ca, Fe, S and Cl would be expected.

9 MINERAL RESOURCE ESTIMATION

The mineral resource estimate for the Khemisset Project has been completed by Mr Adam Wheeler,who holds the position of Fellow, Institute of Materials, Minerals and Mining, and is an independent mining consultant. Mr Adam Wheeler acted as a consultant to the Company between January 2014 and February 2018.

SRK relied upon the information provided by MSL Minerals in terms of lithological logging and sampling information. All historical information that was digitised into the Excel database was used in the modelling and estimation of the mineral resource.

9.1 Methodologies

9.1.1 Geological Modelling

Prior to geological modelling, the data was manipulated and optimised in Microsoft Excel to code and produce composites of the potash intersections in each drillhole. Although a minimum grade of 8% K2O was used to define the composites, this was used as a guide rather than strictly applied and the process took into account the historical logging as well as the % K2O. Multiple intersections were modelled in certain drillholes.

Wireframe surfaces were created from the mid-points of the intercepts of each of the beds. Separate surfaces were generated for the north and south-central sylvinite zone, and the carnallite zone. The surfaces took account of northeast-southwest trending faults within the central part of the main basin. The wireframes were modelled through the sterile areas that separated the three sub-basins. The rinneite affected zone was not modelled separately but occurs within the greater carnallite zone in the north west.

9.1.2 Statistical Analysis

Grade estimation was done using four separate zones. These were the carnallite zone, the north sylvinite zone, the south-central sylvinite zone, and additional thin carnallite beds above the main carnallite zone. Summary statistics show that the coefficient of variation (CoV; standard deviation/mean) is relatively high for a potash deposit indicating that a large amount of waste and low grade has been included in the model.

A geostatistical study was undertaken in order to investigate the continuity of grade and thickness and derive variogram parameters for grade and thickness interpolation. The inclusion of the waste in the "mineralised composites" gives modelled variograms with a much higher variance than the variance of the deposit, which indicates a lack of stationarity, a key assumption for geostatistics and ordinary kriging.

9.1.3 Resource Model Construction and Validation

The thickness, grade and density were interpolated into an unfolded block model using three different methods, ordinary kriging, inverse distance squared and nearest neighbour using an anisotropic search. Density was also interpolated using an inverse distance squared algorithm. Four different models covering the four different wireframe areas were separately interpolated then combined for final classification and reporting.

The ordinary kriged estimate was used as the final grade estimate. The block model was then adjusted back into real space so the grades and thicknesses were in the correct locations.

The search ellipse, block model and directional variograms are all orientated northeast southwest. The angles for these are slightly different. The model is oriented at 045, the variograms at 060 and the search ellipse at 055. The best block model estimates would be produced if these were all the same. However, as the directions are broadly similar, it is unlikely that bias has been introduced through this approach.

A three pass anisotropic search was used on the basis of the ranges of the thickness variograms Table 9-1.

Search	Azimuth		Search Radius (m)	Minimum No.	Maximum No.
		Along Strike	Across Strike	Samples	Samples
1	055	3000	1500	3	15
2	055	6000	3000	5	15
3	055	6000	3000	3	15

Table 9-1: Search Parameters for interpolation of grade, thickness and density

SRK validated the grade, thickness and density estimate visually by comparing the composite values with the estimated values and statistically through comparison of the histograms and variograms of the block models with the composites. The final block models were shown to reflect the input grades and give good confidence in the estimation methodology.

The estimates for %K2O and horizon thickness are shown clipped to the MSL licences in Figure 9-1 and Figure 9-2.

SRK Consulting Khemisset CPR – Main Report

Page 36 of 47

9.1.4 Density

Density was assigned to the drillhole intercepts on the basis of the logged mineralogy. Historical density samples from BRPM and recent samples taken from the KMSL drillholes were used to calculate the numbers. The location of the BRPM samples are not known although the new density measurements validate the historical information.

SRK considers the densities assigned are appropriate and reasonable for the mineralogy seen in the drillholes and the purity of the salts.

9.1.5 Grade-Tonnage Curve

The grade tonnage curve for the diluted model, with a minimum thickness of 1.5 m, is given in Figure 9-3. This shows the geological model is very sensitive to cut-off grade and a large amount of low grade material has been included in the current model. At a cut-off grade of 8.5% the tonnage reduces by 54%, approximately 388 Mt, and the average grade increases by 25% from 8.1% to 10.1% K2O.

9.2 Mineral Resource Classification

9.2.1 JORC Code Classification and Definitions

The Mineral Resource statement presented herein has been classified following the definitions and guidelines of the JORC Code (2012) from which the following definitions have been taken.

Inferred Mineral Resources

An 'Inferred Mineral Resource' is that part of a Mineral Resource for which tonnage, 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.

An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource.

The Inferred category is intended to cover situations where a mineral concentration or occurrence has been identified and limited measurements and sampling completed, but where the data are insufficient to allow the geological and/or grade continuity to be confidently interpreted. Commonly, it would be reasonable to expect that the majority of Inferred Mineral Resources would upgrade to Indicated Mineral Resources with continued exploration. However, due to the uncertainty of Inferred Mineral Resources, it should not be assumed that such upgrading will always occur.

Indicated Mineral Resources

An 'Indicated Mineral Resource' is 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 drillholes. 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 at the 80% cut-off used.

An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource, but has a higher level of confidence than that applying to an Inferred Mineral Resource.

Mineralisation may be classified as an Indicated Mineral Resource when the nature, quality, amount and distribution of data are such as to allow confident interpretation of the geological framework and to assume continuity of mineralisation.

Confidence in the estimate is sufficient to allow the application of technical and economic parameters, and to enable an evaluation of economic viability.

Measured Mineral Resources

A 'Measured Mineral Resource' is that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. It 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. The locations are spaced closely enough to confirm geological and grade continuity.

Mineralisation may be classified as a Measured Mineral Resource when the nature, quality, amount and distribution of data are such as to leave no reasonable doubt, in the opinion of the Competent Person determining the Mineral Resource, that the tonnage and grade of the mineralisation can be estimated to within close limits, and that any variation from the estimate would be unlikely to significantly affect potential economic viability.

This category requires a high level of confidence in, and understanding of, the geology and controls of the mineral deposit.

Confidence in the estimate is sufficient to allow the application of technical and economic parameters and to enable an evaluation of economic viability that has a greater degree of certainty than an evaluation based on an Indicated Mineral Resource.

9.2.2 Khemisset Classification

MSL has classified the Khemisset Mineral Resource as Inferred. SRK has reviewed the classification with respect to the following factors:

• the quality and quantity of data used in the estimation;
• the geological knowledge and understanding, focusing on geological and grade continuity at the 8.5% cut-off grade used;
• the quality of the geostatistics and interpolated block model; and
• -SRK's experience with other deposits of similar style.

Quality of Data

SRK considers the verification drilling and sampling has added significant confidence to the historical database and confirmed the presence of economic potash and the potash mineralogy in the north deposit, central deposit and northeast deposit in the Khemisset basin. The resurveying of the historical collars had added confidence to the data across all MSL's licences. Additional checks performed by SRK show there are no transcription errors in the digitised historical data and the quality and capture of this information is good. There is limited information in some drillholes which lack analysis information or drillhole logs, but this constitutes an immaterial proportion of the final database.

Quantity of Data

The deposit has been drilled irregularly on a grid size of between 500 m and 4000 m. The north central part of the basin has been drilled to 500 m, the central part of the basin to 1500 m and the other parts of the basin to between 3000 m and 4000 m. The majority of historical drillholes were sampled and analysed for %K2O. To report Resources at a higher confidence further drilling to increase the number of chemical analyses for Mg, Na, Ca, Fe, S and Cl; and mineralogical analysis are required.

Geological Knowledge and understanding /geological and grade continuity

The geology of the potash horizon has shown to be complex within the northern and central deposits where numerous faults have been identified from historical seismic survey interpretations. Wide spaced drilling and a lack of seismic information in the east and southwest deposits does not preclude the presence of faulting within these areas. However, there is insufficient evidence to model major faults here at this time.

The main potash horizon within the four sub-basins has shown variations in thickness, grade and dip which have been characterised by the current drilling. The distribution of the potash mineralogy is most variable in the northeast deposit part of which has been historically interpreted as rinneite bearing and much less variable in the other three areas which comprise solely sylvinite and carnallite.

The estimates of the roof and floor of the potash horizons are solely reliant on the drilling and analytical information available and could change with further infill drilling and seismic surveys.

Quality of Geostatistics and Grade Interpolation

The results of the geostatistical analysis produced variograms of poor quality due to the incorporation of internal waste and the wide spaced drilling across the majority of the deposit. The resultant block model validates well when visually and statistically compared to the input sample data. Although the effect of incorporating low grade and waste samples into the estimate is likely to supress local grade estimates, the global mean grade and thickness is considered to be representative of the deposit.

Resource Extent

The Mineral Resource is limited to an extrapolation of 3 km past the last drillhole in the northeast – southwest orientation (parallel to the basin axis) and 1.5 km past the last drillhole in the northwest – southeast orientation (perpendicular to the basin axis). The potash has been well constrained by the current drilling although the local variation in grade with regards to all elements of interest is not defined.

Given all of the above, SRK agrees that the Inferred category is appropriate for the Mineral Resource delineated to date.

9.3 Mineral Resource Statement

In order to report Mineral Resources, it must be demonstrated that the mineralisation has the potential for eventual economic extraction. In order to assess this, a diluted potash model with a minimum thickness of 1.5 m has been created. This thickness is considered the minimum required for conventional underground mining methods. In addition, a cut-off calculation was derived to support the reporting of material above 8.5% K2O. The four deposit areas were then visually assessed to delineate contiguous areas above cut-off that could potentially be a mining target. It is assumed at this stage that any rinneite mineralisation could be managed by blending with carnallite and sylvinite and would still constitute part of the Mineral Resource.

SRK has reviewed the technical and economic assumptions provided by the Company, to establish the prospect for the potential economic extraction of the Mineral Resource.

The Company has sourced technical and economic parameters from comparable projects, benchmark figures and early stage estimates The assumed parameters include processing recovery, mining and processing costs per tonne run of mine, and G&A, logistics to port and freight costs per tonne MOP. A commodity price of USD 290/t MOP has been assumed, and mineral royalties have been considered. A cut-off grade has been calculated using these assumptions and rounded up to 6% K2O. However, a higher cut-off grade of 8.5% K2O and used to constrain the Mineral Resource.

SRK has verified the input parameters and the cut-off grade calculation, alongside the technical reasoning behind the proposed production scenario. SRK has tested the sensitivity of the COG to operating costs and a contingency. SRK has considered what the resultant investment payback period would be; and what the number of years of production would be both for the Project as a whole and for the satellite areas that would need additional infrastructure to access. Given this, SRK is confident that the Mineral Resource as reported fulfils the requirement that

it should have potential for economic extraction.

SRK notes that the assumptions and technical and economic parameters will change as further technical work is undertaken, commencing with the results of further exploration drilling and the planned scoping study.

In SRK's opinion, the Project has been explored and sampled using appropriate methodologies and at sufficient spacing to support the estimation of Inferred Mineral Resources in accordance with the JORC Code.

The SRK Mineral Resource Statement is shown in Table 9-2. The extents of the Mineral Resource which occurs at between 450 m and 1000 m below surface are shown in Figure 9-4. The Mineral Resource is contained entirely within the research and mining licences displayed in figures 5-2 and 5-3.

Table 9-2: SRK Mineral Resource Statement for the Khemisset Potash Deposit, effective date February 2018

Classification	Deposit	Tonnage (Mt)	% K2O	Thickness (m)
Inferred	East Central	253.2	10.3	2.3
	Southwest	58.2	9.5	2.6
Total		311.4	10.2	2.4

*Reported above a cut-off grade of 8.5% K2O and a minimum thickness of 1.5m

The Mineral Resource Statement was produced in February 2018 and based on the information available at that time. It is centred on the estimate complied by Mr Adam Wheeler, and audited by Ms Anna Fardell, the Competent Person who is a member of the Australian Institute for Geoscientists (member number 6555).

Ms Fardell is a full-time employee of SRK and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which she has undertaken to qualify as a Competent Person as defined by the JORC Code.

SRK Consulting Khemisset CPR – Main Report

Page 43 of 47

10 WORK PROGRAMME

10.1 Introduction

MSL has outlined a work programme for the next 12 months, which includes:

• -Geology desktop work;
• -Topographical and seismic surveying;
• -Drilling works; and
• -Scoping study.

Metallurgical testing is planned to be undertaken in 2019, and will extend beyond the 12-month programme.

SRK presents and comments on the work planned below.

SRK recommends that previously mined and disturbed areas be made safe in case of public trespassing, as soon as possible. This primarily entails sealing off the decline. The associated cost is deemed to be minor.

10.2 Exploration Programme

MSL will focus the exploration within the Project on the most prospective areas of the Mineral Resource to define the initial mining areas and mitigate the geological risks identified in the Project.

MSL plans to do a detailed desktop review including further refinement of the geological basin model for exploration planning. MSL has developed the following 12 month exploration programme:

• -A detailed topographic survey (±2 m) over the most prospective parts of MSL's licences;
• • 2D seismic survey up to 100 km to include a long section of the basin and at least two cross-sections targeting the most prospective parts of MSL's licences; and
• • Drilling of 12-15 holes into the most prospective parts of the potash mineralisation with a focus on the initial mining area, based on the results of the seismic survey. The potash within the drillholes will be sampled and analysed using ICP-OES. Selected samples will also be analysed by semi-quantitative XRD where further information is needed to confirm the potash mineralogy. The remaining core will be used as the basis for metallurgical testwork.

The principal aims of the exploration programme are to gain further geological information to understand the potential faulting, verify the potash grade and continuity, and further understand the mineralogy within the most prospective parts of the basin. The programme also aims to understand the presence of rinneite within the north-eastern part of the basin. The drilling will also aim to infill the initial mining area to a denser sample grid which may enable parts of the Mineral Resource to have sufficient confidence to be reported as Indicated.

The field work is scheduled to be done over nine months, and a budget of approximately USD 2.0 million has been assigned for this.

SRK considers that the exploration programme detailed here is warranted and believes that the information gained from this programme will address several of the risks associated with the Project namely faulting and mineralogy. The schedule and budget presented for this work is reasonable and achievable. SRK recommends that geotechnical and hydrogeological information is also collected from the drillholes in order to better understand these aspects of the basin and the impact they may have on the development of the Project. This information will then be available for subsequent technical studies.

10.3 Scoping Study

A scoping study is intended to be completed during the 12 month work programme. The detailed work and study partners will be outlined in due course. The Company plans to undertake the study with support from expert third parties where needed. Environmental and marketing studies are also envisaged.

The study is expected to be completed in three to six months, and cost USD 200,000 including baseline environmental studies.

The cost and timing appears broadly reasonable. SRK highlights that the metallurgical testwork will not have been completed prior to the scoping study and results will therefore not be available to benefit the scoping study.

10.4 Metallurgical Testwork

Preliminary metallurgical testwork will be performed upon receipt of sufficient core. The Company estimates that 80 kg is required for a preliminary testwork programme.

The Company has outlined the following testwork, which it anticipates will likely be conducted by Saskatchewan Research Council (SRC):

• -Thin section and microspectrometry;
• -Comminution testing to establish crushing and grinding characteristics;
• -Particle Size Distribution analysis;
• -Liberation analysis of KCl, NaCl and insoluble fraction;
• • Attrition scrubbing and hydrocycloning for slimes/insoluble removal (indications are the Khemmiset ore is very low in insoluble content, but this step should be included for completeness);
• • Processing;
• o MgCl decomposition (for carnallite rich ores);
• o Flotation;
  • Rougher and Cleaner;
  • Fines flotation (if required);
  • High Mg Content Brine flotation;
  • Reagent determination tests; and
  • Drying, glazing and compaction testing.

Preliminary calculations show that if all 12 planned holes intersect expected potash horizons, quantity of core obtained suitable for metallurgical testing would be in the region of 180 kg. The Company is also likely to be able to use the coarse rejects from the assays of drill core to increase the sample size for metallurgical purposes.

The metallurgical testwork is expected to take six to nine months. This work is expected to commence during the 12-month programme, and results are expected to extend and be reported beyond the 12-month period. The provisional budget is USD 250,000.

The scope of work, timing and cost of the outlined programme seems reasonable to address the processing of sylvinite and carnallite. Should rinneite be present in quantities material to the process, then further testwork will be required in order to develop a means to address it.

11 RISKS AND OPPORTUNITIES

11.1 Risks

SRK perceives the following specific project weaknesses and risks:

• • Licence status and continuity: The licences include a mining licence which expires in September 2019 and will require renewal. The mining licence is held by Mine de Centre, an indirect subsidiary of MSL via MSL Minerals S.A.R.L. The licences are disjointed as they surround 2 groups of licences held by ONHYM. The deposits extend into the ONHYM licences.
• • Mineralogy: Rinneite has historically been logged in the northeast deposit. There is limited additional information on the mineralogy of potash. This will have an impact on processing, where rinneite may need to be blended or treated using a different process that is to be determined;
• • Structural geology: There historical seismic interpretation has indicated numerous faults in the central area of the Khemisset basin; with a displacement of up to 85 m. While this doesn't preclude economic extraction it may increase capital requirements during the life of mine. No other faults have been modelled at this stage, however, it is likely that further exploration will identify further faulting.
• • Deposit continuity: The Khemisset Project is composed of four separate deposits, three of which are near each other. This will require additional primary and secondary underground infrastructure to access the resource, impacting on capital and operating costs during the life of mine.
• • Metallurgical testwork: The planned scoping study will be completed prior to obtaining results from metallurgical testwork. This is not ideal as metallurgical assumptions will have to be made in advance of obtaining Project specific results.
• • Environmental and social: Whereas the Khemisset Project is still at an early stage of Project development, little consideration has yet been given to environmental and social aspects.

11.2 Strengths and Opportunities

The Khemisset Project is at an early stage of development, and as such, few Project strengths can be defined. However, SRK perceives the following specific Project strengths:

• • Infrastructure: The Khemisset Project is located in a developed area, in terms of general support services, access, power, and the Mohammedia port.
• • Proximity to consumer: The Khemisset Project is located in a potash consuming region which provides significant advantages from a logistics to customer perspective. In addition, its location within 150 km of two potential export ports and Morocco itself is ideally located to supply four key potash markets (NW Europe, Southern USA, Brazil and Africa).
• • Mining friendly jurisdiction: Morocco is aggressively promoting itself as a destination for foreign investment. As a result, it may be perceived as a very favourable investment jurisdiction. In 2016, Morocco was voted the number one African mining jurisdiction by the Fraser Institute. The Moroccan Government has instituted a number of tax advantages specifically targeting mining companies including reductions or exemptions from corporate income tax among other items.
• • Hydrogeology: From the data provided to SRK, it appears that the deposit is not situated below or near a major aquifer. Such a favourable setting for the mine development results in a lower risk of large scale inflows of groundwater into the mine and reduced risk of environment impacts from the mine development to water resources.

12 CONCLUDING REMARKS

The Khemisset Project lies within an unexploited, but known, potash basin and has been estimated to contain an Inferred Mineral Resource, as defined by the JORC Code, of some 311 Mt at an average grade of 10.2% K2O which has the potential to be exploited using conventional underground mining methods at between 450 m and 1000 m depth. The Mineral Resource is split into two areas, the eastern central deposit and the southwest deposit. It is envisaged that each of these deposits would require separate surface access for exploitation.

MSL now intends to advance the Project by undertaking further drilling, a scoping study and metallurgical testwork with a view to assess the technical and economic potential of the Project. SRK's opinion is that the work is justified and that the schedule and budget for the proposed work is reasonable.

For and on behalf of SRK Consulting (UK) Limited

Anna Fardell, Senior Consultant (Resource Geology), Project Manager SRK Consulting (UK) Limited

Sabine Anderson, Principal Consultant (Due Diligence), Project Director SRK Consulting (UK) Limited

GLOSSARY, ABBREVIATIONS, UNITS

Glossary
Anhydrite	An anhydrous calcium sulphate evaporite mineral commonly found with gypsum.
Block model	A three dimensional structure into which parameters are interpolated during the resource estimation process.
Carbonate	A mineral containing the elements carbon and oxygen in the form (CO3 )2-. Also refers to rocks containing (CO3 )2- and which are often rich in calcium and/or magnesium.
Carnallite	A hydrated potassium magnesium chloride salt with the chemical formula KMgCl3∙6H2O
Core logging Core	Recording geological, geotechnical and other information from drill core. A solid, cylindrical sample of rock produced by diamond drilling.
Cretaceous	An interval of geological time from the end of the Jurassic Period, lasting from
Cross-section	approximately 145 million years ago to 65 million years ago. A diagram or drawing that shows features transected by a vertical plane drawn at right
Deformation	angles to the long axis of a geologic feature. Distorting of strata due to temperature and pressure changes post burial.
Deposit	An anomalous occurrence of a specific mineral or minerals within the earth's crust.
Diamond coring	Drilling during which a length of core will be recovered for sampling.
Downhole geophysics Drill intercepts	Geophysical survey undertaken in the drillhole. The intersections (usually of the target mineralisation) made within an exploration drill
Evaporite	hole. A sedimentary rock formed by deposition from an aqueous solution due to
Fault	evaporation. A fracture in a rock along which there has been displacement of the two sides relative to one another.
Footwall	The mass of rock underlying a fault, orebody or mine working.
Formation	The fundamental unit of lithostratigraphy. A formation consists of a certain number of rock strata that have similar properties but there is no formal limit to how thick or thin
Geostatistics	a formation may be. A statistical analysis of geological data that takes into account the relative spatial location of the data points.
Graben	A depressed block of rock bordered by sub-parallel steeply dipping normal faults.
Grade	The quantity of ore or metal in a specified quantity of rock.
Halite	An evaporate mineral commonly referred to as rock salt and which is the mineral form of sodium chloride.
Hanging wall	The overlying side of a fault, orebody or mine working.
Jurassic	An interval of geological time from the end of the Triassic Period, lasting from approximately 208 million years ago to 145 million years ago.
Limestone	A sedimentary rock, composed mainly of skeletal fragments of marine organisms such as coral, forams and molluscs and which is comprised of calcite and aragonite, which are different crystal forms of calcium carbonate (CaCO3).
Mineral Resource	A concentration or occurrence of material of intrinsic economic interest in or on the earth's crust in such a form and quantity that there are reasonable prospects 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.
Mineral rights	The property rights to exploit an area for its mineral content.
Mineralisation	The concentration of metals and their chemical compounds within a body of rock. More generally, a term applied to accumulations of economic or related minerals in quantities ranging from weakly anomalous to economically recoverable.
Mudstone	A fine-grained sedimentary rock whose original constituents were clays or muds and where the grain size is up to 0.0625 mm and individual grains are too small to be distinguished without a microscope.
Nugget	The proportion of spatial variation in grade that is random.
Open hole	A type of drilling in which no core is recovered.
Ordinary kriging	A form of interpolation of data into regular blocks or a grid in which the interpolation algorithm reflects the natural spatial variability of the data.

Ore	Accumulation of minerals containing a substance which can be economically recovered.
Orebody	A natural concentration of valuable material in the ground that can be extracted and sold at a profit.
PQ	A type of drill bit that produces core with a diameter of 85mm.
Palaeozoic	A period of geological time (an era) which lasted from about 541 to 252 million years ago, and ended with the Permian–Triassic extinction event.
Quaternary	The most recent period of geological time from about 2.6 million years ago to the present day.
Reverse fault	A fault in which the hanging wall has moved upward relative to the footwall and the dip is greater than 45°.
Rinneite	An iron, potassium, sodium chloride salt with the chemical formula K3Na·FeCl6
Room and pillar	A mining system in which a series of parallel drifts are driven, with connections made between these drifts at regular intervals and which leaves a regular pattern of pillars in place for support.
Royalties	Regular payments made by mining companies, usually based on the volume or price of minerals extracted, to governments or landowners as consideration for the right to exploit particular mineral resources.
Salt diaper	A type of structural dome formed when a thick bed of evaporite minerals found at depth intrudes vertically into surrounding rock strata.
Sandstone	A sedimentary rock comprised of sand-sized grains (0.06-2mm) in a fine grained matrix.
Scoping Study	A scoping study is an order of magnitude technical and economic study of the potential viability of Mineral Resources. It includes appropriate assessments of realistically assumed Modifying Factors together with any other relevant operational factors that are necessary to demonstrate at the time of reporting that progress to a Pre-Feasibility Study can be reasonably justified
Seam	A stratiform body of mineralisation thick enough to be mined at a profit.
Sedimentary	A type of rock formed by the deposition and compaction of sediments deposited at the surface of the earth.
Sediments	Solid particles, whether mineral or organic, which have been moved from their position of origin and re-deposited.
Shale	A fine-grained sedimentary rock that forms from the compaction of silt and clay-size mineral particles.
Sill	The total spatial variation of the deposit
Siltstone	A sedimentary rock made up of silt sized particles and which is therefore finer grained than sandstone.
Strata	Layers of rock.
Stratiform	Confined within specific strata.
Stratigraphically	In relation to layers of sedimentary rock.
Strike	Direction taken by a structural surface such as a fault or bedding plane as it intersects a horizontal plane.
Strike slip	Horizontal movement along a fault.
Sylvite	A potassium chloride salt with the chemical formula KCl.
Sylvinite	A sedimentary rock comprising a mixture of sylvite and halite.
Triassic	An interval of geological time from the end of the Permian Period, lasting from approximately 245 million years ago to 208 million years ago.
Tertiary	An interval of geological time lasting from approximately 66 million years ago to 2.6 million years ago.
Variogram	A graph in which the variability between sample values is plotted against the distance between samples and which can be used to show patterns in the distribution of characteristics of rock (including grade) and to develop kriging parameters.

Abbreviations

2D	two dimensional
3D	three dimensional
ASTER	Advanced Spaceborne Thermal Emission and Reflection Radiometer
ASX	Australian Stock Exchange
Br	bromine/bromide
BRPM	Bureau de Recherches et de Participations Minières
Ca	calcium
Cl	Chlorine/Chloride
CPR	Competent Persons' Report
CPS	Country Partnership Strategy
CRIRSCO	Committee for Mineral Reserves International Reporting Standards
EIA	Environmental Impact Assessment
Fe	iron
IOM3	Institute of Materials, Minerals and Mining
JORC	Joint Ore Reserves Committee of Australasia
K	potassium
LSE	London Stock Exchange
MDPA	Mines Domaniales des Potasses d'Alsace
Mg	magnesium
MOP	muriate of potash
MRE	Mineral Resource Estimate
MSL	Moroccan Salts Limited
Na	sodium
OCP	Office Cherifien des Phosphates
ONHYM	Office National des Hydrocarbures et Des des Mines
QAQC	Quality Assurance Quality Control
QXRD	semi-quantitative X-Ray Diffraction
S	sulphur
SO4	sulphate
SOP	sulphate of potash
SRK	SRK Consulting (UK) Limited
TSX-V	Toronto Stock Exchange Venture Exchange
USD	United States Dollar
XRF	X-Ray Fluorescence

Units

Mt	Million metric tonnes
kt	Thousand metric tonnes
%	Percent
Mm	millimetre
Cm	centimetre
m	metre

APPENDIX

A JORC TABLE 1

Section 1 - Sampling Techniques and Data

Criteria	Commentary
Sampling techniques	KMSL-1 was point sampled for semi-quantative XRD analysis. The sample locations were identified to represent all the different lithologies in, The PKB drillholes obtained core samples by double tube core drilling or trepan drilling. Trepan drilling is a technique used for large diameter holes where a ring at the periphery of the hole is destructively drilled, leaving a solid core centre for sampling. The PZ drillholes and MSL drillholes Geophysical logging was completed for natural gamma on the PKB drillholes and for density. The geophysical logs for these drillholes are unavailable and it is not stated if the PZ drillholes were also geophysically logged. MSL logged the full drillhole for natural gamma, and caliper. A smaller sub-section containing the potash unit was then logged in detail with the acoustic televiewer, and for resistivity and self-potential. The geophysical logging was conducted by International Geophysical Technology, S.L. Resistivity and self-potential was not completed on KMSL-3. The geophysical tools are calibrated off site apart from the caliper which was calibrated on site using the PQ drill rods. The consistencies of the Specific documentation of sampling and testing objectives and procedures for the PKB and PZ series (completed between 1955 and 1958 and 1962 and 1969 respectively) are unavailable. However, from analysis of the sample intervals and drillhole logs it can be deduced that the PKB drillholes were sampled to lithological boundaries and/or the natural gamma logs were used to guide the sample selection. The PZ series indicates All potash seams were fully sampled where they were intersected. In the PZ drilling, where the potash seam was partially intersected or the The MSL drillholes were sampled to lithological and mineralogical boundaries, with sample lengths varying between 0.05 m and 0.93 m. The PKB geophysical outputs indicate no material bias and are seen to accurately characterise the individual potash unit and potash seam correlation. drillhole did not reach the appropriate depth, a wedge was used to drill a daughter hole in order to gain a full intersection. that samples were taken above and below the main potash units in order to accurately define them. Samples were obtained by core sampling with all drilling of the potash unit fully cored. sample lengths vary between 0.1 m and 2.83 m, and PZ between 0.06 m and 3.58 m. cored the potash by diamond drilling, MSL by HQ double tube through the potash. above and below the potash horizon.
Drilling techniques	The PKB series were cased through the Miocene and alluvial sediments and open hole drilled by tricone with drill bits ranging from 15.88 cm to intact rock samples of the units. Deviations were drilled to obtain full core samples of the potash unit where these were not intersected in the The PZ series were drilled vertically. There is no available information on the drilling methods of this series, but the potash unit is expected to be The MSL series was drilled vertically. Mud rotary drilling was used to collar the hole through the Miocene and alluvial sediments which was then cased to between 20 m and 30 m depth. Mud rotary drilling with fresh water was used to drill to the Basalt Formation with selective use of PQ saturated mud (250-280 g of Cl/litre) to prevent dissolution of the salts and enable maximum recovery. Once retrieved from the core barrel the core was cut into 1 m pieces with a diamond saw using a saturated CaCl2 brine for the salt units, photographed, then covered in plastic wrap to 21.59 cm in diameter. Salient intervals in this section were selectively cored by double tube diamond drilling or Trepan drilling in order to obtain diamond drilling to obtain core from the different geological formations. The holes were then diamond drilled at HQ diameter using a CaCl2 cored for the intervals where there is sampling and chemical analysis available. initial hole. The holes were drilled vertically. prevent exposure to moisture.
Drill sample recovery	Core recovery is summarised in the PKB logs, by geological unit and drilling method, and is greater than 90% within the potash salt unit. There is no information in the PZ logs on core recovery. and it was not recorded for the MSL holes. However, visual inspection of the MSL core by SRK Deviations were drilled in the historical holes to ensure the potash horizon was totally recovered where it was not cored in the original drilling. indicates the core recovery through the potash was between 95% and 100%.

Criteria	Commentary
Logging	The MSL drillholes were photographed, and lithologically logged. The logs were depth corrected using the downhole geophysical information to The PKB drillholes have summary lithological logs of the major lithological units, any significant changes within these units and the boundaries of the potash horizon including description of the main potash minerals where they could be visually identified. General dip measurements are The PZ drillholes have summary lithological logs recording the same information as the PKB series. No drillhole logs are available for PZ45 and Within the total database including the drillholes outside of MSL's licences, approximately 98% of the sampled intersections have been logged. this drillhole was barren, however, a list of drillhole intercepts provided by ONHYM indicates there is a potash horizon of approximately 1.8 m at % of the MSL sampled intersections (188.43 m). PZ116 lies at the northeastern edge of the deposit. Previous reports and maps by Touhami show that Only PZ116 of the 68 drillholes within the MSL licences does not have a lithological log of the sampled intersection, approximately 0.1 recorded for the lower salt unit. No drillhole logs are available for PKB-7, PKB-8 and PKB-9. PZ116, and there is incomplete information for drillholes PZ24, PZ50 and PZ121. O. This conflicting information needs to be verified by future drilling. ensure they were as accurate as possible. 2 oer 10% K
sample preparation techniques and Sub-sampling	the quality control samples provide a duplicate check on 15% of the sample population with other control samples, over 25% which is considered All drillholes were orientated vertically to perpendicularly intersect the sub-horizontal potash horizon. This ensured that the samples represented No information on further sample preparation is available for the historical samples. In several instances samples were combined after initial further cutting, then weighed and vacuum packed in a plastic sample bag. The samples were sent for preparation at ALS in Seville, Spain. The MSL inserted three internal pulp duplicates, five external pulp duplicates, three blank samples and three standard samples into the sample stream The sample techniques used in the MSL exploration are considered appropriate for the type of lithologies and mineralisation sampled. In addition, good. These techniques have ensured samples representative of the potash mineralisation have been taken in the MSL and historical drillholes. The MSL core was split in half by a diamond core saw using a saturated CaCl2 brine. The sample intervals were then marked up on the core for close to the true thickness of the potash unit and are appropriate for characterising the grade and mineralogical variability within the horizon. whole sample was dried and crushed to 70% passing -2 mm then a 250 g fraction was pulverised to 85% passing -75 µm. O. However, it is not stated if full core or split core was sent for analysis. to assess the quality control of the analytical laboratory. 2 analysis for %K
Quality of assay data and laboratory tests	+, %Ca2+, pulp duplicate samples. The analysis methods were soluble and insoluble digestion and ICP-OES. Both laboratories are internationally accredited. O at the M.Pellet BRPM laboratory. The analytical technique The MSL samples were analysed by XRF (for metals and other major constituents), ICP-OES (soluble elements) and gravimetric analysis The results of the quality control samples from the MSL data (blanks, standards and duplicates) show good accuracy and repeatability in the (insoluble residue) at ALS in Loughrea, Ireland. SRC Geoanalytical laboratories in Canada were used as a control laboratory and analysed five O through an unspecified technique. 141 of these samples were also analysed for %Na 10 MSL point samples were analysed by semi-quantative XRD at the National Museum of Natural History, Madrid, Spain, (CSIC) analysis and preparation of the samples with no contamination being introduced in the process. 2 The PKB drillholes obtained 19 samples from six holes which were analysed for %K is not specified in the available historical information. 2 The PZ drillholes analysed 522 samples for %K %Mg2+, %Cl-, and %SO42-.

Criteria	Commentary
Verification of	No historical core from the PKB or PZ series was available for sampling and assaying which meant verification of the majority of the data was difficult.
sampling and assaying	Verification of the historical data and database, which constitutes 98% of the data used in the resource estimate, has been completed through MSL's recent twin drilling of three historical holes, resurveying of historical drillhole collars, and a check between the scanned BRPM summary logs and the digitised database for 10% of the data (14 drillholes).
	The MSL "twin" holes varied in distance from their nearest historical collars but were positioned to check drillholes in three strategic locations. KMSL-1 is 300 m east of PZ88 in the, KMSL-2 is 20 m southwest of PZ111 located in the central Khemisset sub-basin, and KMSL-3 is 90 m north
	of PZ3 in the north central Khemisset sub-basin. Overall, the general position and thickness of the potash horizon in the three locations confirmed the historical information and the presence of potash. The downhole grade profiles can be easily correlated between the twin drillholes and in all
	instances the mineralogy and lithological logging is consistent. The only exception is in KMSL-1 where carnallite, in addition to sylvinite, was intercepted. SRK considers the verification drilling and sampling has added significant confidence to the historical database and confirmed the presence of economic potash in the north deposit, central deposit and northeast deposit in the Khemisset basin.
	In 2016 MSL resurveyed all the drill collars that could still be found over the Khemisset Basin. Details of the results of this survey are described
	in the following section. The results show that some of the drillholes were found up to 1,670 m from the original BRPM collar positions which gives low confidence to the historical collars that could not be found and resurveyed. However, 65 % of the historical collars were located and 84 % of
	the discrepancies were less than 300 m which is not considered significant compared to the average drillhole spacing across the MSL licences of approximately 3 km.
	SRK randomly selected 14 drillholes to compare the original scanned information with the digital database. The collar co-ordinates, lithology data
	and analysis results were checked, and in all cases no discrepancies were found. This gives high confidence to the compilation of the historical database used for the resource estimate.
	The data verification has led to increased confidence in the historical database upon which the Mineral Resource Estimate is based.

i

Criteria	Commentary
Location of data points	There is no information in the PKB summary drill logs on how the drillhole collars were surveyed but these documents do describe the co-ordinates set of co-ordinates are from handheld GPS surveys completed by MSL in 2016 of collars that could still be located. PKB-1, PKB-2, PKB-6 and PKB-8 were located and resurveyed by MSL, initially by handheld GPS, and then by differential GPS. These drillholes were located between 3 m and 547 m from their original BRPM-MDPA positions and between 3 m and 85 m from the ONHYM locations. Where drillholes could not be found, the ONHYM locations were used preferentially over the original BRPM-MDPA positions. Of the four PKB holes in the MSL licences, only PKB-2 that the collar elevations were estimated from the Khemisset topographic map (1:50,000 scale). The co-ordinates are also given in the Merchich ordinates are the three described for the PKB series. A total of 83 of the PZ drillhole collars were located and resurveyed. Of these, 41 are within the MSL licences, which leaves 20 PZ collars within MSL's licences that were not located. The discrepancies between the original positions and ordinates for the drillholes were determined the same way as for the PKB series; where drillhole collars could not be found, the ONHYM locations The MSL drillholes were also surveyed for downhole deviation. There is no information on the downhole survey of the historical drillholes, so they have been assumed vertical. The nature of deep drilling is such that holes over a depth of 300 m are likely to deviate significantly from the vertical. No detailed topographic surveys have been undertaken across the Khemisset Basin. Therefore, publically available Advanced Spacebourne are given in the Merchich North Lambert Maroc system. The PKB drillhole collars have several sources of information collected from historical documents and through recent surveying. The first set of co-ordinates (BRPM-MDPA) are shown typed in the front of the scanned drillhole log where it is available. The second set of co-ordinates (ONHYM) were supplied to MSL from historical drilling reports held by ONHYM. The third Similarly, there is no information in the PZ summary drill logs on how the drillhole collars were surveyed apart from a reference, in some cases, Thermal Emission and Refelection Radiometer (ASTER) data, year 2000, has been use as the source of the topography for the work completed North Lambert Maroc co-ordinate system and the drill collars have various different co-ordinates from different sources. The sources for the co the resurveyed positions are between 1 m and 1,676 m and between 1 m and 1,363 m discrepancy with the ONHYM locations. The final co The MSL drillhole collars were surveyed by handheld GPS, then differential GPS in the Merchich North Lambert Maroc co-ordinate system. However, relative to the space of the drillholes, between 0.5 km and 4 km, this will insignificantly affect the location of the sample points. were used preferentially over the original BRPM positions. and PKB-6 were located and resurveyed. to date.
Data spacing and distribution	The combination of PKB and PZ drillholes are distributed across the Khemisset basin, and in particular the MSL licences, at an approximate grid spacing of 3 km. A closer grid spacing of 1,500 m covers the main potash body south of Khemisset town and the drilling is as close as 500 m The drilling has also defined areas of low and high grade within the basin, and several potash layers. These have not been correlated in the However, these layers are seen in all three MSL drillholes which are up to 10 km apart, suggesting the mineralisation is very consistent within Historical 2D seismic surveys completed across the central Khemisset sub-basin suggest that the drillhole spacing is not close enough at 3 km to constrain major faults. Therefore, in order to gain further information on the structure of the basin, additional close spaced drilling or seismic geological modelling due to a lack of available historical geophysical logging which could help map these distinct layers between drillholes. The drill spacing has accurately defined the extents of the potash mineralisation which into four deposit areas, the central north Khemisset sub basin, the central Khemisset sub-basin, the Souk Jmaâ (southwest) sub-basin and the Oued Beht (northeast) sub-basin. The current data spacing across the deposit is considered to support the declaration of Inferred Mineral Resources. within the north deposit under and around Khemisset town. and between the separate sub-basins. surveys are required.

Criteria	Commentary
relation to geological Orientation of data in structure	There is one instance of known faulting intersecting KMSL-2 which has displaced the top of the potash horizon and decreased the thickness. It is not clear if this has occurred in the historical drillholes as it has not been logged. However, local variations and faulting can have a big influence over the volume of mineralisation cases such as this where it is thin and extensive with wide spaced drilling. As KMSL-2 is a twin, this will not The drilling was orientated vertically to intersect as close to the true thickness of the sub-horizontal potash unit. expect to materially affect the thickness or extent of the potash mineralisation.
Sample security	No information is available regarding sample handling, transport and security in the historical holes. As the exploration was conducted by the The MSL samples were stored in plastic drums in a safe container at the MSL field offices. There is 24-hour security on the site. The samples are couriered by DHL to the sample preparation laboratory (ALS) in Seville, Spain. The pulps are then also couriered to the analytical laboratories by state organisation, Bureau de Recherches et de Participation Minières (BRPM), there is limited potential for disturbance or tampering of any kind. DHL.
Audits or reviews	SRK reviewed the sampling and logging as part of the audit process. Adam Wheeler also reviewed the data collection in 2016. The procedures were set up initially by Enrique Sanz, an Exploration Geologist from Geomnia.
	Section 2 - Reporting of Exploration Results
Criteria	Commentary
Mineral tenement and land tenure status	SRK is reliant on the opinion of DLA Piper who conducted legal due diligence on status of the licences and understands that all tenements under the control of the Company have been officially registered in the Morocco Mining Ministry and are current.
	The Khemisset Project is covered by a total of 39 research licences and one mining licence held by subsidiary or related companies of MSL Minerals S.A.R.L and Mine de Centre S.A.R.L. The permits are defined by reference number, the position of the control point and the centre of the 4kmx4km square for each permit.
	Some of the licences overlap, in which case the earliest existing permit has priority. The total surface area covered by MSL's licences is 57,643 hectares (net of overlaps) and excludes the areas overlapped by the adjacent ONHYM licences.
	There are minor gaps between the boundaries of some of the licences which SRK anticipates can reasonably be resolved in time. There are no active mining operations relating to the salt mine located in the south of the mining licence.
	The renewal of research permits and the mining licence will be required to progress the Project through the stages of study (which is common to all exploration Projects) and the renewal of the mining licence is yet to be better understood, as the Company is engaged in exploration works

rather than mining activities.

The Research licences are listed here:

-

Criteria	Commentary
	Licence Number	Date Granted	compliance with Law n° 33- Last Renewed (in 13)	Date of Expiry
	3437967	01/08/2012	02/08/2015	01/08/2019
	3437968 3437969	01/08/2012 01/08/2012	02/08/2015 02/08/2015	01/08/2019 01/08/2019
	3438011	10/10/2013	10/10/2016	09/10/2020
	3438012 3438013	10/10/2013 10/10/2013	10/10/2016 10/10/2016	09/10/2020 09/10/2020
	3438014 3438015	10/10/2013 10/10/2013	10/10/2016 10/10/2016	09/10/2020 09/10/2020
	3438016	10/10/2013	10/10/2016	09/10/2020
	3438017 3438018	10/10/2013 10/10/2013	10/10/2016 10/10/2016	09/10/2020 09/10/2020
	3438019	10/10/2013	10/10/2016	09/10/2020
	3438041	19/12/2013	19/12/2016	18/12/2020
	3438042 3438043	19/12/2013 19/12/2013	19/12/2016 19/12/2016	18/12/2020 18/12/2020
	3438044	19/12/2013	19/12/2016	18/12/2020
	3438045	19/12/2013	19/12/2016	18/12/2020
	3438046 3438047	19/12/2013 19/12/2013	19/12/2016 19/12/2016	18/12/2020 18/12/2020
	3438059	26/09/2014	26/09/2017	25/09/2021
	3438060	26/09/2014	26/09/2017	25/09/2021
	3438061 3438062	26/09/2014 26/09/2014	26/09/2017 26/09/2017	25/09/2021 25/09/2021
	3438063	26/09/2014	26/09/2017	25/09/2021
	3438064	26/09/2014	26/09/2017	25/09/2021
	3438065	26/09/2014	26/09/2017	25/09/2021
	2138109 2138137	11/08/2015 28/12/2015	N/A N/A	10/08/2018 27/12/2018
	3438068	01/12/2014	01/12/2017	30/11/2021
	2138139	09/02/2016	N/A	08/02/2019
	2138140 2138141	09/02/2016 09/02/2016	N/A N/A	08/02/2019 08/02/2019
	3438152	31/08/2017	N/A	30/08/2020
	3438153	31/08/2017	N/A	30/08/2020
	3438154 3438155	31/08/2017 31/08/2017	N/A N/A	30/08/2020 30/08/2020
	3438156	31/08/2017	N/A	30/08/2020
	3438157	03/11/2017	N/A	02/11/2020
	3438171	18/01/2018	N/A	17/01/2021
		The mining licence details are here:
			Last Renewed (in
	Licence Number	Date Granted	compliance with Law n° 33- 13)	Date of Expiry
	343166	16/09/2007	17/09/2015	16/09/2019
Exploration done by other parties					The Khemisset basin was historically explored for potash from the 1950s by Bureau de Recherches et de Participation Minières (BRPM) in conjunction with Mines domaniales des potasse d'Alsace (MDPA) and then from the 1960s onwards by BRPM with assistance from UNDP. The
			exploration works included surface geophysical surveys, 2D seismic surveys and surface drilling.
					Geophysical surveys across the basin were conducted at a regional scale in the 1950s as part of a country wide study done by the Societe Cherifienne des Petroles Prérides. The survey was completed on a coarse grid of >1 km spacing. The results of the survey indicate a slight
UK07453 Khemisset CPR_Final					9 May 2018
			Page A7 of A15

Criteria	Commentary
	negative anomaly in the Khemisset region but the resolution of the survey was not high enough to define drilling targets. Further telleric and magnetic studies were also completed at the same regional scale, but the same resolution problem exists in using this data for further exploration.
	A 2D seismic campaign was performed by Bureau de Recherches et de Participation Minières (BRPM) jointly with Mines domaniales des potasse d'Alsace (MDPA). The seismic survey was approximately 100 km consisting of one longitudinal profile and three transverse profiles in the central
	area of the Khemisset basin and an additional transverse profile in the Oued Beht Valley. The length of the profiles total approximately 17.3 km
	and taken from "Mine et Geologie Report, 1965" authored by the Royaume du Maroc Ministere de l'Industrie et des Mines. The key reflectors identified in this study were the base of the Miocene, the top of the upper salt, and the top of the basalt.
	between 1955 and 1958, comprising 9 scout holes, drilled to between 560 m and 1302 m depth and totalling 7,525 m. Four drillholes in this There were two drilling campaigns completed across the basin before 2016. The first is the Potasses Khemisset Bataille (PKB) series drilled
	series lie within MSL's licences (PKB-2, PKB-3, PKB-6, PKB-9) of which two (PKB-2, PKB-3) intersected potash. Three other PKB drillholes intersected the prospective potash seam outside the MSL licences, PKB-1, PKB-4 and PKB-5.
	The second drilling campaign, the Potasses Zemour (PZ) series was completed between 1962 and 1969. This comprised 124 drillholes totalling
	approximately 75,000 m. 61 of the drillholes lie in the MSL licences comprising approximately 35,000 m. 35 of these drillholes successfully
	intersected the potash horizon. Another 44 drillholes intersected potash outside the MSL licences. The PZ drilling has an average grid spacing of 3 km over the majority of the basin and MSL's licences. In the central area, the basin has been infill drilled to approximately 1,500 m.
	The results of the historical drilling have been evaluated in conjunction with the recent drilling for the purposes of this evaluation.

Page A8 of A15

in the axial part of the basin Geology
carnallite zone surrounded by sylvinite.	is approximately 60 km long and 20 km wide and bounded by mainly northeast-southwest oriented faults. The Late Triassic deposits only outcrop dolostones and dolomitic limestones, or directly by Miocene marls and conglomerates. The entire sequence has a maximum thickness of 1,000 m O O southwest have been interpreted through the central deposit with vertical displacements of between 5 m and 25 m with one major fault showing displacement up to 80 m. The potash horizon dips gently to the northeast up to 10 degrees and occur at between 680 m and 980 m below surface. The deposit contains a central carnallite zone that gradually changes towards the southwest and northwest to sylvinite. A mixture of O varies to the northeast up to 10 degrees and it occurs between 520 m and 1,070 m below surface. The distribution of potash minerals in this sub-basin in the southwestern portion of the Khemisset Basin, dip gently (0-10 degrees) towards the northeast and are overlain by Early Jurassic marine The Khemisset basin is split into three distinct sub-basins; Souk Jmaâ (southwest), Central Khemisset (central and north), and Oued Beht southwest are interpreted with vertical displacement of up to 25 m. The potash horizon dips gently to the northeast up to 5 degrees and occur at between 470 m and 560 m below surface mainly under Khemisset city. The main potash mineral in this deposit is sylvinite but at the southern %. It covers an area of approximately 53 km2. There are no faults interpreted in this area, although it is likely there is some faulting parallel to other structures (oriented northeast southwest) in this deposit. The potash horizon dips gently is more complex than the others with a mixture of carnallite, rinneite and sylvite present. The central area of the deposit contains a mixture of carnallite and rinneite mineralization towards the west and sylvinite and rinneite towards the east. The northern area is characterized by a mixture The main potash minerals in the Khemisset deposits are carnallite, sylvinite and rinneite. The relative concentrations of these within the potash The Khemisset potash basin is a half-graben bounded by Paleozoic uplifts of Moroccan Meseta, a highly deformed quartzite schist. The basin lying and occurs at between 500 m and 550 m below surface with no interpreted faulting. The potash minerals in this deposit are a central varies between 7 % and 12 % with an average grade of 9%. It covers an area of approximately 25 km2. The potash horizon is generally flat varies between 4% and 14% with an average grade of 10%. It covers an area of approximately 28 km2. Several faults orientated northeast %. It covers an area of approximately 3 km2. There are two faults orientated northeast 2 2 2 The southwest deposit (Souk Jmaâ sub-basin) varies in thickness between 0.5 m and 5.5 m with an average thickness of 2.5 m. The %K The central deposit (Central Khemisset sub-basin) varies in thickness between 0.7 m and 9 m with an average thickness of 4.6 m. The %K The north deposit (Central Khemisset sub-basin) varies in thickness between 0.7 m and 3.5 m with an average thickness of 2.2 m. The %K O 2 The northeast deposit (Oued Beht sub-basin) varies in thickness between 0.5 m and 5.5 m with an average thickness of 2.5 m. The %K (northeast). They are separated by sterile areas where potash salts are absent or reduced to thin millimetre or centimetre horizons. of carnallite and rinneite and the south and southwest edges by zones of sylvinite and rinneite respectively. horizon vary. The mineralisation is also characterised by a very low insoluble fraction, rarely above 5%. sylvinite and carnallite is present in the intermediate zone. varies between 8% and 12% with an average grade of 11 edge it changes to a mixture of carnallite and sylvinite. between 4% and 18% with an average grade of 11
Drill hole Information	This is information is not applicable or included here as this report concerns the reporting of Mineral Resources and not only Exploration Results.
Data aggregation methods	This is information is not applicable or included here as this report concerns the reporting of Mineral Resources and not only Exploration Results.
Relationship between mineralisation widths and intercept lengths	This is information is not applicable or included here as this report concerns the reporting of Mineral Resources and not only Exploration Results.

Page A9 of A15

Criteria Commentary

Diagrams		This is information is not applicable or included here as this report concerns the reporting of Mineral Resources and not only Exploration Results.
Balanced reporting		This is information is not applicable or included here as this report concerns the reporting of Mineral Resources and not only Exploration Results.
Other substantive exploration data		This is information is not applicable or included here as this report concerns the reporting of Mineral Resources and not only Exploration Results.
Further work		This is information is not applicable or included here as this report concerns the reporting of Mineral Resources and not only Exploration Results.
Section 3 - Esti		mation and Reporting of Mineral Resources
Criteria	Commentary
Database integrity		The digital database was compiled by Enrique Sanz in 2017. There were two sources of historical information used to populate the database. The 6, PKB-7, PKB-8 and PKB-9 from the PKB series, and PZ45 and PZ116 from the PZ series. There is incomplete information on the drillhole logs for PZ24, PZ50 and PZ121. A table of the potash intercepts for the historical drillholes was also provided by ONHYM which gives the thickness, depth Further verification of the historical collar locations was done by MSL. Old collars were surveyed using a handheld GPS and this information was used Where the collars could not be found, the ONHYM co-ordinates were used in preference over the historical scanned drillhole logs as the resurveying of the drillholes found the verified locations The three recent drillholes were also included into the database. This information was checked by SRK against other sources and no errors were found. SRK also surveyed with a handheld GPS the collar positions of the three drillholes in the field and the collars of four historical drillholes. The SRK randomly selected 14 historical drillholes to compare the original scanned information with the digital database. The collar co-ordinates, lithology primary data is taken from pdf scans of the drillhole logs for the PKB and PZ series where they are available. No drillhole logs are available for PKB and average grade of the drillhole intercept. The intercepts states that PZ116 contains potash but that PZ45 is barren. A table of drillhole collar co as a priority over any other recorded information in the drillholes logs or the table supplied by ONHYM. result of this verified the positions of all seven holes were the same as recorded in the database. data and analysis results were checked, and in all cases no discrepancies were found. agreed more closely with the ONHYM information. ordinates were also supplied by MSL.
Site visits		A site visit was undertaken by Ms Anna Fardell, a Member of the Australian Institute of Geoscientists (6555) and Competent Person as defined by the Ms Fardell also inspected the suspended salt operations near the decline entrance on the mining licence including the evaporating ponds and access. Ms Fardell inspected the core from the three drillholes completed in 2016, and visited their collar locations. Four other historical collars were surveyed using a handheld GPS and the main rock types from the Khemisset basin were observed in outcrops along the southern edge of the basin. Discussions were held with geologists on the drilling, logging and sampling techniques used in 2016 and on the main geology of the basin and the mineralogy of Discussions from the site visit confirmed that the three drillholes were logged and analysed in accordance with best practice and the samples and JORC code and a full time employee of SRK Consulting (UK) Limited on the 5th December 2017. remaining core at the field offices is secure. the potash unit.

Criteria	Commentary
interpretation Geological	The potash mineralisation is interpreted as four separate deposits in three sub-basins which are contained within the greater Khemisset Basin. The three distinct sub-basins; Souk Jmaâ (southwest), Central Khemisset (central and north), and Oued Beht (northeast) are separated by sterile areas Prior to geological modelling, the data was manipulated and optimised in Microsoft Excel to code and produce composites of the potash intersections Within this modelling process, the mineralisation is assumed to continue across the entire basin, through the areas previously thought to be barren. generated for the north and south-central sylvinite zone, and the carnallite zone. The surfaces took account of northeast-southwest trending faults within the central part of the main basin. The wireframes were modelled through the sterile areas that separated the three sub-basins. The rinneite 10 m and 25 m and, although no other faults have been interpreted or intersected by drilling, it is likely they exist within the basin as the current drilling of between 1.5 km and 3 km is too wide spaced to accurately define them. This interpretation is therefore accepted as being optimistic in the absence of faults, however, there is not enough information to accurately model the thickness and grade of the potash mineralisation throughout the three he composites it is apparent that this was used as a guide O. Multiple intersections were modelled in certain The subsequent modelling of the grade and thickness has omitted these areas at a later stage in the process through the application of a minimum Wireframe surfaces were created in Datamine Studio RM software from the mid-points of the intercepts of each of the beds. Separate surfaces were The geological interpretation indicates that the mineralisation continues between the sub-basins and gives the impression the potash unit is more continuous than encountered in the drilling. The drilling has delineated high and low grade areas within the basins and variation in potash thickness. Several faults have been modelled from the interpreted historical seismic orientated NE-SW. There is a major fault separating the north deposit from the central deposit with an offset of up to 80 m. Other faults, orientated parallel to the axis of the basin, have interpreted displacements of between SRK notes that the areas of the deposit expected to contain rinneite as the primary potash mineral have not been interpreted separately although where potash salts are absent or reduced to thin millimetre or centimetre horizons included in the halite beds. affected zone was not modelled separately but occurs within the greater carnallite zone in the north west. 2 rather than strictly applied and the process took into account the historical logging as well as the % K O was used to define t drillholes. There was no minimum thickness used to define the mineralisation. 2 in each drillhole. Although it is stated that a minimum grade of 8% K The geological modelling was completed by Mr Adam Wheeler. there are distinct contiguous areas that can be defined. thickness and cut-off grade. basins.
Dimensions	The northeast deposit is approximately 6 km NW-SE and 9 km NE-SW with an average thickness of 2.1 m. It occurs between 430 m and 1050 m The central deposit is approximately 1 km NW-SE and 4 km NE-SW with an average thickness of 2.9 m. It occurs between 650 m and 950 m below The south deposit is approximately 1.2 km NW-SE and 3.6 km NE-SW with an average thickness of 2.2 m. It occurs between 470 m and 900 m depth The north deposit is quite discontinuous but covers an area approximately 1 km NW-SE by 5.5 km NE-SW with an average thickness of 2.1 m. It The southwast deposit is approximately 3.5 km NW-SE by 5 km NE-SW with an average thickness of 1.9 m. It occurs between 410 m and 570 m O grade varies between 8% and 12% with an average grade of 9.5%. The Mineral Resource is split into five deposits which are which occur between 1.7 km and 13 km apart. O grade varies between 8% and 16% with an average grade of 10%. O grade varies between 8% and 12% with an average grade of 9.3%. %. O grade varies between 8% and 12% with an average grade of 9.1 O grade varies between 8% and 10% with an average grade of 8.8%. 2 occurs between 490 m and 650 m depth and the %K 2 below surface and the %K 2 surface and the %K 2 depth and the %K 2 and the %K
Estimation and techniques modelling	Adam Wheeler has presented the maiden Mineral Resource Estimate reported in accordance with the JORC code. Previous historical estimates of the total basin resources have not been presented here. The basis for the reporting of historical estimates is unknown and are not relevant as the All the historical information was used for the estimation of the deposit. There were a number of sterile drillholes which were used to limit the extents of the model and also a number of incomplete drillholes that were omitted from the model as they terminated above the prospective potash interval at current MSL licences also do not cover all the mineralisation within the deposit.
UK07453 Khemisset CPR_Final	9 May 2018

140

Criteria	Commentary
			by ONHYM that positively confirms the potash unit was correct.0				the top of the Lower Salt Unit. In the case of PZ116, which has conflicting information on the presence of potash, it was assumed the interval provided
			The historical information for sample analysis is limited to %K		2		O and only certain holes have complete analysis for all other salient elements used to
			calculate the mineral composition. As such only %K	2			The potash samples were composited over the intercepts defined by the logging and initial geological modelling as described above in the Section – O, thickness and density have been estimated into the block model.
	Geological Interpretation.
			No composite or sample values were capped for the purposes of the estimation.
	the strike of the basin.		The composites were used to generate thickness and %K		2		O along ite mineralisation. The variograms have low 2 nuggets, and long ranges, approximately 1400 m across the width of the basin and 2080 m and 4980 m respectively for the thickness and %K O variograms for the main carnallite and sylvin
							The block model has a parent cell size of 250x250 m. The average drillhole spacing is 3000 m which is 12 times the parent estimation cell size.
							The thickness, grade and density were interpolated into an unfolded rotated block model in Datamine's Studio RM software using an anisotropic search and three different methods; ordinary kriging, inverse distance squared and nearest neighbour. Density was also interpolated using an inverse distance
	and reporting.						squared algorithm. Four different models covering the four different wireframe areas were separately interpolated then combined for final classification
							The ordinary kriged estimate was used as the final grade estimate. The block model was then adjusted back into real space so the grades and
	thicknesses were in the correct locations.
	interpolation:						The search ellipse, block model and directional variograms are all orientated northeast southwest and the following search parameters were used for
			Search Radius (m)		Min No.	Max No.
	Search	Azimuth	Along Strike Across Strike		Samples	Samples
	1	55	3000	1500	3	15
	2	55	6000	3000	5	15
	3	55	6000	3000	3	15
							In order to report the model to a minimum thickness of 1.5 m, all blocks were adjusted to a 1.5 m thickness where they were thinner than this, and the
			average grade was diluted to reflect the new thickness using 0%K		2		O as the diluting grade. This diluted model was then used to report the parts of the
			model above the designated cut-off grade.
							was being introduced into the model. The model was also validated using swath plots and histograms to check the grade and thickness distribution of SRK reviewed the block model estimates and visually validated the models against the composite data to check the appropriate level of smoothing
			the final model compared to the composite data.
Moisture							The density is determined by gas pycnometry and is presented on a dry basis. As such the tonnages here are also estimated and reported on a dry
	basis.
			The moisture content was not analysed as it is expected to be negligible, less than 1				%. This is a typical approach for all salt Projects.

Page A12 of A15

Criteria	Commentary
parameters Cut-off	The Company has sourced technical and economic parameters from comparable Projects, benchmark figures and early stage estimates The assumed parameters include processing recovery, mining and processing costs per tonne run of mine, and G&A, logistics to port and freight costs per tonne MOP. A commodity price of USD 290/t MOP has been assumed, and mineral royalties have been considered. A cut-off grade has been calculated SRK has verified the input parameters and the cut-off grade calculation, alongside the technical reasoning behind the proposed production scenario. SRK has tested the sensitivity of the COG to operating costs and a contingency. SRK has considered what the resultant investment payback period would be; and what the number of years of production would be both for the Project as a whole and for the satellite areas that would need additional infrastructure to access. Given this, SRK is confident that the Mineral Resource as reported fulfils the requirement that it should have potential for SRK notes that the assumptions and technical and economic parameters will change as further technical work is undertaken, commencing with the O has been applied to the geological model to report the resource. results of further exploration drilling and the planned scoping study. using these assumptions and rounded up to 6%. 2 A final conservative cut-off grade of 8.5% K economic extraction.
Mining factors or assumptions	A number of high level checks including a high level financial model was developed to give comfort that the tonnages reported here could be A minimum mining thickness of 1.5 m has been assumed on the basis of a conventional underground room and pillar operation. independently mined and potentially warranted independent access or development.
Metallurgical assumptions factors or	For the purposes of reporting mineral resources, it has been assumed that the potential rinneite mineralisation would be managed through blending SRK notes that slvinite and carnallite can be beneficiated using flotation and or chemical decomposition or a combination of these techniques. The presence of rinneite in a potash plant feed has only been recorded at the historical Niedersachsen-Riedel and Werra plants in Germany, owned and operated by K+S Aktiengesellschaft, where it appears the potash was processed chemically, by selective decomposition and crystallisation. It is unclear whether the rinneite ore was amenable to flotation techniques. The impact of the presence of rinneite was to lower the pH. This impact was mitigated by pH control using alkali, by feed blending, or both of these approaches. and not through a separate processing route.

Criteria	Commentary
Environmental assumptions factors or	in part at surface, covering an area of approximately eight hectares. Much of the salt has been consumed in the preparation of brines used as drilling Environmental liabilities associated with the existing salt mine: There are some existing mine workings within the perimeter of the mining licence, Formation which occurs above the Basalt Formation. The material which was removed during the construction of this decline, including salts, remains fluids for the KMSL drilling campaign. The related environmental liabilities remain with Westmin, as these are not carried forward onto a new licence holder (as stated in the DLA Piper report). MSL has none the less requested three local consultants for quotations for the rehabilitation of the site. The consultants visited the site and assessed the work to be undertaken in early 2018. The cost estimate as of February 2018, is in the region of on the Oued Beht River that will need to be assessed and mitigated during the Project design and permitting process. Changes to water quality or realised by Westmin S.A.R.L during its tenure of the licence. The workings include a decline which was uncompleted but reached the Upper Salt Impacts on the Oued Beht River: Due to the Project location, there is the potential for impacts from the future mine and associated surface facilities USD 100,000.
	In addition to the key issues highlighted above, other environmental and social issues that will have to be considered during the Project development storage facilities, will require MSL to acquire land rights across a large surface area. Depending on the location of this infrastructure, there may be a Physical and economic resettlement: Surface infrastructure associated with the future mine, such as underground portal, process plant and waste need to relocate residential properties or compensate land owners for long-term loss of income, for example from agricultural land. quantity in this river will be of importance due to the reliance on this river for irrigation by downstream water users. and EIA process include:
	o impacts on community health and safety, particularly from air and noise emissions and increasing transport on local roads; positive impacts in terms of job creation, contributions to the local economy and government revenue; o impacts on archaeology and cultural heritage. o landscape and visual impacts; o impacts on community health o impacts on biodiversity; and o
Bulk density	taken from the KMSL drillholes were used to calculate the numbers. The location of the BRPM samples are not known although the new density Density was assigned to the drillhole intercepts on the basis of the logged mineralogy. Historical density samples from BRPM and recent samples SRK considers the densities assigned are appropriate and reasonable for the mineralogy seen in the drillholes and the purity of the salts. Density samples were taken from the core of the three KMSL drillholes. measurements validate the historical information.

Criteria	Commentary
Classification	SRK has reviewed the classification of the Mineral Resource by Adam Wheeler and considers the classification of Inferred appropriate for this Mineral Quality of Data: SRK considers the verification drilling and sampling has added significant confidence to the historical database and confirmed the presence of economic potash and the potash mineralogy in the north deposit, central deposit and northeast deposit in the Khemisset basin. The resurveying of the historical collars had added confidence to the data across all MSL's licences. Additional checks performed by SRK show there are Quantity of Data: The deposit has been drilled irregularly on a grid size of between 500 m and 4000 m. The north central part of the basin has been drilled to 500 m, the central part of the basin to1500 m and the other parts of the basin to between 3000 m and 4000 m. The majority of historical northern and central deposits where numerous faults have been identified from historical seismic survey interpretations. Wide spaced drilling and a lack of seismic information in the east and southwest deposits does not preclude the presence of faulting within these areas. However, there is insufficient evidence to model major faults here at this time. The main potash horizon within the four sub-basins has shown variations in thickness, grade and dip which have been characterised by the current drilling. The distribution of the potash mineralogy is most variable in the northeast deposit The estimates of the roof and floor of the potash horizons are solely reliant on the drilling and analytical information available and could change with compared to the input sample data. Although the effect of incorporating low grade and waste samples into the estimate is likely to supress local grade Resource Extent: The Mineral Resource is limited to an extrapolation of 3 km past the last drillhole in the northeast – southwest orientation (parallel to the basin axis) and 1.5 km past the last drillhole in the northwest – southeast orientation (perpendicular to the basin axis). The potash has been well constrained by the current drilling although the local variation in grade with regards to all elements of interest is not defined. Therefore, SRK has no transcription errors in the digitised historical data and the quality and capture of this information is good. There is limited information in some O. To report Resources at a higher confidence further drilling to increase the number of chemical Geological Knowledge and understanding /geological and grade continuity: The geology of the potash horizon has shown to be complex within the part of which has been interpreted as Rinneite bearing and much less variable in the other three areas which comprise solely sylvinite and carnallite. Quality of Geostatistics and Grade Interpolation: The results of the geostatistical analysis produced variograms of poor quality due to the incorporation of internal waste and the wide spaced drilling across the majority of the deposit. The resultant block model validates well when visually and statistically drillholes which lack analysis information or drillhole logs, but this constitutes an immaterial proportion of the final database. estimates, the global mean grade and thickness is considered to be representative of the deposit. analyses for Mg, Na, Ca, Fe, S and Cl; and mineralogical analysis are required. 2 drillholes were sampled and analysed for %K Resource with regards to the following areas: classified all Mineral Resources as Inferred. further infill drilling and seismic surveys.
Audits or reviews	SRK completed an audit of Adam Wheeler's estimate which resulted in a number of changes to the interpolation parameters used to correct errors in The final Mineral Resource Statement excludes areas that are not considered to have potential for eventual economic extraction. the model.
Discussion of confidence accuracy/ relative	The approach to the estimation of the Khemisset Potash Mineral Resource has taken into account the relative accuracy and quality of the data used It is accepted that there is low confidence in the local estimates at this stage given the lack of close spaced data in most areas of the deposit and the There are no previous estimates to compare the Mineral Resource as this is the maiden statement for the Khemisset Potash Project reported in The sensitivity of the potash material estimated is shown in the grade-tonnage curves and shows a dramatic reduction of over 54% in tonnage ation definition supported by a grade closer to the expected cut off would greatly impact this with the overall tonnage likely to decrease and the average grade to increase. and the quantity of data available as well as the interpolation parameters for the model. O. Modelling to a stricter mineralis range of the variogram (<2 km) relative to the average drillhole spacing of 3 km. 2 compared to an absolute grade increase of 2% K accordance with the JORC Code.

PART V

THE PLACING

1. The Placing and Re-Admission

Placees have agreed to subscribe for the Placing Shares at a Placing Price of three pence (£0.03) per Placing Share. The Placing comprises in aggregate 200,000,000 Placing Shares representing approximately 415 per cent. of the Company's Existing Ordinary Share Capital and will therefore raise approximately £6 million (before expenses). The Placing Shares will represent approximately 31.94 per cent., of the Company's Enlarged Issued Ordinary Share Capital following Re-Admission and 29.43 per cent. of the Company's Enlarged Issued Share Capital on a fully diluted basis.

The Placing Price of the Placing Shares to be issued to Placees of three pence (£0.03) per Placing Share represents a 33 per cent. premium to the Suspension Price of 2.25 pence per existing Ordinary Share on 14 October 2017 (the last business day before Suspension).

The issue of the Placing Shares to Placees under the Placing is subject to certain conditions as set out in the Placing Agreement including, amongst other things, fulfilment of the following conditions:

• (a) the Placing Agreement having become unconditional in all respects save for completion of the Placing;
• (b) 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
• (c) Admission having become effective at or before 8.00 a.m. on 30 June 2018.

The Directors believe that raising funds by way of a placing (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 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 is set out in paragraph 23.1 of Part XII of this Document.

Application will be made for the Placing 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 will commence at 8.00 a.m. on 4 June 2018.

The Company and the Directors have ensured that the Company shall have sufficient Ordinary Shares in public hands, as defined in the Listing Rules. 82.32 of the Ordinary Shares in issue prior to the Acquisition and Placing 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 25.0 Ordinary Shares have been allocated to investors whose individual and unconnected shareholdings will each equate to less than 5.0 per cent. the Enlarged Issued 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.

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.

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. There will be no public offer of the Placing Shares in Australia. Certain eligible investors that are resident in Australia may be invited to apply for Placing Shares only in accordance with all relevant securities laws.

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 4 June 2018. 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 number IM00BDHDTX83 and SEDOL number BDHDTX8.

PART VI

SHARE CAPITAL, LIQUIDITY AND CAPITAL RESOURCES AND ACCOUNTING POLICIES

1. Share Capital

The Company was incorporated on 1 March 2016 under the IOM Companies Act. Details of the current issued Ordinary Shares of the Company are set out in paragraph 1 of Part XII of this Document. The currency of the securities issue is Pounds Sterling. As at Admission, there will be 626,132,378 issued Ordinary Shares of no par value. All of the issued Ordinary Shares will be in registered form, and capable of being held in certificated or uncertificated form. The Registrar will be responsible for maintaining the share register. Temporary documents of title will not be issued. The ISIN number of the Ordinary Shares is IM00BDHDTX83. The SEDOL number of the Ordinary Shares is BDHDTX8.

2. Financial position

The Company has not yet commenced operations. The financial information in respect of the Company upon which Crowe Clark Whitehill LLP has provided the accountant's report in Section A of Part VII as at 31 December 2017 is set out in Section B of Part VII of this Document.

If the Acquisition, Placing and Admission, and the issue of the CLN Shares and Fee Shares had taken place on 31 December 2017 (being the date as at which the financial information contained in Part VII and Part VIII is presented):

• ● the net assets of the Company should have been increased by £8,008,000 arising from the acquisition of MSL and the issue of 200,000,000 Ordinary Shares on the date of Admission;
• ● the Company's share capital would have decreased as a result of fees and expenses incurred in connection with the Placing and Admission; and
• ● the liabilities of the Company would have decreased due to, inter alia, the conversion of 30,115,708 conversion shares into Ordinary Shares of the Company.

3. Liquidity and capital resources

3.1 Sources of cash and liquidity

The Company's source of cash will be the balance of funds available from the Initial IPO, funds held by the MSL Group at the date of Completion, and the Net Proceeds available to the Company from the Placing. The Company will use such cash to fund: (i) the expenses of the Acquisition, the Re-Admission and the Placing; (ii) the 2018/2019 Work Programme and Budget; (iii) on-going costs and expenses (in relation to the Company's listing on the Main Market of London Stock Exchange.

3.2 Cash uses

The Company's principal use of cash (including the Net Proceeds) will be to fund the 2018/2019 Work Programme and Budget. The Company's current intention is to retain earnings for use in its business operations and it does not anticipate declaring any dividends in the foreseeable future.

3.3 Indebtedness

As at the date of this Document, the Company has no guaranteed, secured, unguaranteed or unsecured debt and no indirect or contingent indebtedness. The Company may incur indebtedness to finance and future development of the Khemisset Project and/or future acquisitions, and to fund its liquidity needs. Such indebtedness may expose the Company to risks associated with movements in prevailing interest rates. Changes in the level of interest rates can affect, among other things: (i) the cost and availability of debt financing and hence the Company's ability to achieve attractive rates of return on its assets; (ii) the rate of return on the Company's uninvested cash balances. This exposure may be reduced by introducing a combination of a fixed and floating interest rates or through the use of hedging transactions (such as derivative transactions, including swaps or caps). Interest rate hedging transactions will only be undertaken for the purpose of efficient portfolio management, and will not be carried out for speculative purposes.

3.4 Hedging arrangements and risk management

The Company may use forward contracts, options, swaps, caps, collars and floors or other strategies or forms of derivative instruments to limit its exposure to changes in the relative values of investments that may result from market developments, including changes in prevailing interest rates and currency exchange rates, as previously described. It is expected that the extent of risk management activities by the Company will vary based on the level of exposure and consideration of risk across the business.

The success of any hedging or other derivative transaction generally will depend on the Company's ability to correctly predict market changes. As a result, while the Company may enter into such a transaction to reduce exposure to market risks, unanticipated market changes may result in poorer overall investment performance than if the transaction had not been executed. In addition, the degree of correlation between price movements of the instruments used in connection with hedging activities and price movements in a position being hedged may vary.

Moreover, for a variety of reasons, the Company may not seek, or be successful in establishing, an exact correlation between the instruments used in a hedging or other derivative transactions and the position being hedged and could create new risks of loss. In addition, it may not be possible to fully or perfectly limit the Company's exposure against all changes in the values of its assets, because the values of its assets are likely to fluctuate as a result of a number of factors, some of which will be beyond the Company's control.

3.5 Capitalisation and indebtedness illustration

The table below setting out the Company's capitalisation and indebtedness position has been included for illustrative purposes only.

CAPITALISATION AND INDEBTEDNESS

3.6 Company

The following table shows the Company's capitalisation as at 31 December 2017:

as at 31 December 2017 £'000 Total Current Debt – Guaranteed – Secured – Unguaranteed/Unsecured	Audited
	–
	–
	15
Total Non-Current Debt (excluding current portion of long-term debt)
– Guaranteed	–
– Secured	–
– Unguaranteed/Unsecured	–
Total debt	15
Shareholder's Equity
a) Share capital	967
b) Accumulated deficit ––––––––––––	(408)
Total capitalisation –––––––––––– ––––––––––––	559

The following table shows the Company's indebtedness as at 31 December 2017:

		Audited
		as at
		31 December
		2017
		(£'000)
A.	Cash	565
B.	Cash equivalent	–
C.	Trading securities	–
D.	Liquidity (A) + (B) + (C)	565
E.	Current financial receivable	–
F.	Current bank debt	–
G.	Current portion of non-current debt	–
H.	Other current financial debt	15
I.	Current Financial Debt (F) + (G) + (H)	15
J.	Net Current Financial Indebtedness (I) – I – (D)	550
K.	Non-current bank loans	–
L.	Bonds issued	–
M.	Other non-current loans	–
N.	Non-current Financial Indebtedness (K) + (L) + (M)	–
O.	Net Financial Indebtedness (J) + (N)	550

There have been no other changes to the Company's capitalisation and indebtedness since 31 December 2017.

3.7 The MSL Group

The following table shows the MSL Group's capitalisation as at 31 December 2017:

	Audited
	as at
	31 December
	2017
	\$'000
Total Current Debt
– Guaranteed	–
– Secured	–
– Unguaranteed/Unsecured	1,170
Total Non-Current Debt (excluding current portion of long-term debt)
– Guaranteed	–
– Secured	–
– Unguaranteed/Unsecured	–
Total debt	1,170
Shareholder's Equity
a) Share capital	2
b) Convertible preference shares	950
c) Accumulated deficit	(1,511) ––––––––––––
Total capitalisation	(559) ––––––––––––
	––––––––––––

The following table shows the MSL Group's capitalisation and indebtedness as at 31 December 2017:

		Audited
		As at
		31 December
		2017
		(\$'000)
A.	Cash	335
B.	Cash equivalent	–
C.	Trading securities	–
D.	Liquidity (A) + (B) + (C)	335
E.	Current financial receivable	276
F.	Current bank debt	–
G.	Current portion of non-current debt	–
H.	Other current financial debt	(1,170)
I.	Current Financial Debt (F) + (G) + (H)	(1,170)
J.	Net Current Financial Indebtedness (I) – I – (D)	(559)
K.	Non-current bank loans	–
L.	Bonds issued	–
M.	Other non-current loans	(950)
N.	Non-current Financial Indebtedness (K) + (L) + (M)	–
O.	Net Financial Indebtedness (J) + (N)	(1,509)

There have been no other changes to the MSL Group's capitalisation and indebtedness since 31 December 2017.

3.8 Accounting policies and financial reporting

The Company's financial year end will be 31 December, and the next set of audited annual financial statements will be for the period from 1 January 2017 to 31 December 2018. The Company will produce and publish half-yearly financial statements as required by the Disclosure and Transparency Rules. The Company will present its financial statements in accordance with IFRS.

PART VII

(A) ACCOUNTANT'S REPORT ON THE HISTORICAL FINANCIAL

INFORMATION OF THE COMPANY

9 May 2018

The Directors Emmerson Plc IOMA House Hope Street Douglas IMI 1AP Isle of Man

The Directors Beaumont Cornish Limited 2nd Floor, Bowman House 29 Wilson Street London EC2M 2SJ

Crowe Clark Whitehill LLP Chartered Accountants Member of Crowe Horwath International St Bride's House 10 Salisbury Square London EC4Y 8EH, UK Tel +44 (0)20 7842 7100 Fax +44 (0)20 7583 1720 DX: 0014 London Chancery Lane www.croweclarkwhitehill.co.uk

Dear Sirs,

Introduction

We report on the audited historical financial information of Emmerson Plc (the "Company") for the period from incorporation on 1 March 2016 to 31 March 2017 and the nine-month period ended 31 December 2017 (together, the "Company Financial Information"). The Company Financial Information has been prepared for inclusion in Part VII (B) "Historical Financial Information of the Company" of the Company's prospectus dated 9 May 2018 (the "Document"), on the basis of the accounting policies set out in note 3 to the Company Financial Information. This report is required by Annex 1 item 20.1 of Commission Regulation (EC) No. 809/2004 (the "Prospectus Directive Regulation") and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities

The directors of the Company (the "Directors") are responsible for preparing the Company Financial Information in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS").

It is our responsibility to form an opinion on the Company Financial Information and to report our opinion to you.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the Company Financial Information. It also included an assessment of significant estimates and judgements made by those responsible for the preparation of the financial information underlying the Company Financial Information and whether the accounting policies are appropriate to the Company'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 Company Financial Information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion

In our opinion, the Company Financial Information gives, for the purposes of the Document, a true and fair view of the state of affairs of the Company as at the period stated and of its loss, cash flows and changes in equity for the period stated in accordance with IFRS.

Declaration

For the purposes of Prospectus Rule 5.5.3R (2)(f) we are responsible for this report as part of the Document and declare that we have taken all reasonable care to ensure 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 Document in compliance with Annex I item 1.2 of the Prospectus Directive Regulation.

Yours faithfully,

Crowe Clark Whitehill LLP Chartered Accountants

PART VII

(B) HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

Statements of comprehensive income

The audited statements of comprehensive income of the Company for the period from incorporation on 1 March 2016 to 31 March 2017 and the nine-month period ended 31 December 2017 are set out below:

		Audited	Audited
		13 months	9 months
		ended	ended
		31 March	31 December
	Notes	2017	2017
		£'000	£'000
Administrative fees and other expenses	5	(200) ––––––––––––	(207) ––––––––––––
Operating loss		(200)	(207)
Finance revenue		–	–
Finance expense		– ––––––––––––	– ––––––––––––
Loss before tax		(200)	(207)
Income tax		– ––––––––––––	– ––––––––––––
Loss for the period and total comprehensive loss for
the period		(200) ––––––––––––	(207) ––––––––––––
Basic and diluted loss per Ordinary Share (pence)	6	(1.21)	(0.43)

There was no other comprehensive income for the period under review.

Statements of financial position

The audited statements of financial position of the Company as at 31 March 2017 and 31 December 2017 are set out below:

		Audited	Audited
		as at	as at
		31 March	31 December
	Notes	2017	2017
		£'000	£'000
Current assets
Cash and cash equivalents		797	565
Prepayments		7 ––––––––––––	10 ––––––––––––
Total current assets		804 ––––––––––––	575 ––––––––––––
Current liabilities
Trade and other payables		37 ––––––––––––	15 ––––––––––––
Total current liabilities		37 ––––––––––––	15 ––––––––––––
Net assets		767 ––––––––––––	560 ––––––––––––
Equity
Stated Capital	7	967	967
Retained earnings		(200)	(407)
Total equity		–––––––––––– 767	–––––––––––– 560
		–––––––––––– ––––––––––––	–––––––––––– ––––––––––––

Statements of changes in equity

The audited statements of changes in equity of the Company for the period from incorporation on 1 March 2016 to 31 March 2017 and the nine-month period ended 31 December 2017 are set out below:

	Stated	Retained	Total
	Capital	earnings	equity
	£'000	£'000	£'000
Total comprehensive loss for the	–	–	–
period ended 31 March 2017	–	(200)	(200)
Loss for the period	––––––––––––	––––––––––––	––––––––––––
Total comprehensive loss	–	(200)	(200)
Contributors to equity holders	1,133	–	1,133
Ordinary Shares issued (note 7)	(166)	–	(166)
Ordinary Share issue costs (note 7)	––––––––––––	––––––––––––	––––––––––––
Total contribution to equity holders	967	–	967
	––––––––––––	––––––––––––	––––––––––––
Balance as at 31 March 2017	967	(200)	767
	––––––––––––	––––––––––––	––––––––––––
	––––––––––––	––––––––––––	––––––––––––
Total comprehensive loss during the nine months to 31 December 2017 Loss for the period	–	(207)	(207)
Total comprehensive loss Contributions to equity holders New shares issued (note 7) Share issue costs (note 7)	–––––––––––– – – – ––––––––––––	–––––––––––– (207) – – ––––––––––––	–––––––––––– (207) – – ––––––––––––
Total contributions to equity holders	–	–	–
	––––––––––––	––––––––––––	––––––––––––
Balance as at 31 December 2017	967	(407)	560
	––––––––––––	––––––––––––	––––––––––––
	––––––––––––	––––––––––––	––––––––––––

Statements of cash flows

The audited statements of cash flows of the Company for the period from incorporation on 1 March 2016 to 31 March 2017 and the nine-month period ended 31 December 2017 are set out below:

	Notes	Audited 13 months ended 31 March 2017 £'000	Audited 9 months ended 31 December 2017 £'000
Operating activities
Loss after tax Changes in working capital		(200)	(207)
Increase in trade and other receivables		(7)	(3)
Increase/(decrease) in trade and other payables		37 ––––––––––––	(22) ––––––––––––
Net cash flows from operating activities Financing activities		(170)	(232)
Ordinary Shares issued (net of issue costs)	7	967 ––––––––––––	– ––––––––––––
Net cash flows from financing activities		967 ––––––––––––	– ––––––––––––
Increase/(decrease) in cash and cash equivalents Cash and short-term deposits as at the start of the period		797 – ––––––––––––	(232) 797 ––––––––––––
Cash and short-term deposits at the end of the period		797 –––––––––––– ––––––––––––	565 –––––––––––– ––––––––––––

1. General information

• 1.1 The Company is a company incorporated in the Isle of Man.
• 1.2 The Company was incorporated in the Isle of Man under the Laws with registered number 013301V on 1 March 2016. All of the Company's Ordinary Shares were admitted to the London Stock Exchange's Main Market and commenced trading on 15 February 2017.
• 1.3 The Company expects to focus on acquiring an exploration or production company or business in the natural resources sector with either all or a substantial portion of its operations in South East Asia, Africa, and the Middle East.
• 1.4 The Company had no employees during the period other than the Directors.
• 1.5 The comparatives in the financial information are for the thirteen month period from incorporation to the year end of 31 March 2017. During the year, the Company changes its year end to 31 December to align it with the accounting period of the target company. therefore, the period to 31 December 2017 is for nine months only.

2. Basis of preparation

2.1 Statement of compliance

The Company Financial Information has been prepared in accordance with and comply with IFRS as adopted by the European Union, International Financial Reporting Interpretations Committee interpretations and the Isle of Man Companies Act 2006.

2.2 Basis of preparation

The Company Financial Information has been prepared on a historical cost basis. All amounts are shown in £, the Company's functional currency, and rounded to the nearest thousand unless otherwise stated.

2.3 Going concern

The Company is an investment company, and currently has no income stream until a suitable acquisition is identified, it is therefore dependent on its cash reserves to fund ongoing costs.

The Directors have reviewed the Company's ongoing activities including its future intentions in respect of acquisitions and having regard to the Company's existing working capital position and its ability to potentially raise finance, if required, the Directors are of the opinion that the Company has adequate resources to enable it to continue in existence for a period of at least 12 months from the date of the Company Financial Information.

2.4 Use of estimates and judgments

The preparation of financial statements in accordance with the standards and interpretations noted in paragraph 2.1 above requires the Directors to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4 to the Company Financial Information.

2.5 Future changes in accounting policies

At the date of authorisation of this Document, the Directors have reviewed the accounting standards in issue by the International Accounting Standards Board and the International Financial Reporting Interpretations Committee, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company. IFRS 9 may impact the measurement of financial instruments in the future.

The Directors do not expect that the adoption of these standards will have a material impact on the Company Financial Information, except that IFRS 9 will impact both the measurement and disclosures of financial instruments, in the future.

3. Significant accounting policies

The principal accounting policies applied in the preparation of the Company Financial Information are set out below:

3.1 Foreign currency

Transactions in foreign currencies are translated to the functional currency at the exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Exchange differences arising on translation are recognised in profit or loss.

3.2 Earnings per share

The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share are 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 share are calculated by adjusting the earnings and number of Ordinary Shares for the effects of dilutive potential Ordinary Shares.

3.3 Income tax

Income tax expense comprises current tax and deferred tax.

(A) Current income tax

Current tax is recognised in profit or loss, being resident in the Isle of Man, a 0% rate of corporate income tax applies to the Company.

(B) Deferred income tax

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Company Financial Information. Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply to the period when the related asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the statement of financial position.

3.4 Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of a financial instrument. Financial assets and financial liabilities are offset if there is a legally enforceable right to set off the recognised amounts and interests and it is intended to settle on a net basis.

3.5 Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank balances. For the purpose of the statement of cash flows, cash and cash equivalents consist of bank balances only.

4. Significant accounting judgements, estimates and assumptions

Key sources of estimation uncertainty

The preparation of the Company Financial Information in conformity with IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates to be reasonable.

At present, the Company is looking to acquire an exploration or production company or business in the natural resources sector. As the Company currently has no trading or investing activities, nor does it hold any significant assets other than cash balances, there are no accounting matters which are subject to estimate or judgement.

5. Administrative fee and other expenses ^a

	Audited	Audited
	13 months	9 months
	ended	ended
	31 March	31 December
	2017	2017
	£'000	£'000
Directors' remuneration	50	70
Professional fees	78	60
Listing fees	32	21
Audit fees	14	11
Administration fees	11	14
Broker fees	3	17
Miscellaneous fees	12 ––––––––––––	15 ––––––––––––
Total	200 ––––––––––––	208 ––––––––––––
	––––––––––––	––––––––––––

The Company did not employ any staff during the period under review other than the Directors. The Directors are the only members of key management and their remuneration related solely to short-term employee benefits.

6. Loss per Ordinary Share

The calculation of the basic and diluted loss per Ordinary Share is based on the following data:

	Audited 13 months ended 31 March	Audited 9 months ended 31 December
	2017	2017
Earnings
Loss from continuing operations for the period attributable to the equity holders of the Company (£'000)	(200)	(208)
Number of Ordinary Shares
Weighted average number of Ordinary Shares for the purpose of basic and diluted earnings per Ordinary Share (number)	16,505,162 –––––––––––––	48,183,344 –––––––––––––
Basic and diluted loss per Ordinary Share (pence)	(1.21) –––––––––––– ––––––––––––	(0.43) –––––––––––– ––––––––––––

There are no potentially dilutive Ordinary Shares in issue.

7. Stated capital

As at 31 March 2017 and 31 December 2017	48,183,344 ––––––––––––– –––––––––––––	(967) –––––––––––– ––––––––––––	967 –––––––––––– ––––––––––––
Issue of Ordinary Shares	48,183,344 –––––––––––––	(967) ––––––––––––	967 ––––––––––––
As at 1 March 2016	–	–	–
	fully paid	£'000	£'000
	issued and	Capital	capital
	Shares	Stated	Total share
	Ordinary
	Number of

The Ordinary Shares issued by the Company have no par value and each Ordinary Share carries one vote on a poll vote.

On incorporation on 1 March 2016, the Company issued 2 Ordinary Shares of no par value to the Founders at par for cash consideration of £nil.

On 6 April 2016, the Company issued 9,000,000 Ordinary Shares of no par value to the Founders at 0.5p each for cash consideration of £45,000.

During the period from 19 April 2016 to 15 August 2016, the Company issued 8,750,100 Ordinary Shares of no par value to certain unrelated investors at 2p each for cash consideration of £175,000.

On 15 February 2017, on admission to the Main Market of the London Stock Exchange, the Company issued 30,433,242 of no par value at 3p each for cash consideration of £912,997.

8. Financial instruments

8.1 Categories of financial instruments

	Audited	Audited
	As at	as at
	31 March	31 December
	2017	2017
	£'000	£'000
Financial assets
Cash and cash equivalents	797 –––––––––––––	565 –––––––––––––
Financial liabilities
At amortised cost	37	15
	–––––––––––––	–––––––––––––

Financial liabilities held at amortised cost on 31 December 2017 were made up of trade and other payables of £4,521 (31 March 2017: £8,351) and accruals of £10,800 (31 March 2017: £28,400).

8.2 Financial risk management objectives and policies

The Company's cash balance is held with a major UK clearing bank. As all monetary assets and liabilities and all transactions are denominated in its functional currency, the directors consider the Company is not exposed to foreign currency risk.

9. Events after the reporting date

There were no significant subsequent events.

10. Nature of the Company Financial Information

The Company Financial Information presented above does not constitute statutory accounts for the periods under review.

PART VIII

(A) ACCOUNTANT'S REPORT ON THE HISTORICAL FINANCIAL

INFORMATION OF THE MSL GROUP

9 May 2018

The Directors Emmerson Plc IOMA House Hope Street Douglas IMI 1AP Isle of Man

The Directors Beaumont Cornish Limited 2nd Floor, Bowman House 29 Wilson Street London EC2M 2SJ

Crowe Clark Whitehill LLP Chartered Accountants Member of Crowe Horwath International St Bride's House 10 Salisbury Square London EC4Y 8EH, UK Tel +44 (0)20 7842 7100 Fax +44 (0)20 7583 1720 DX: 0014 London Chancery Lane www.croweclarkwhitehill.co.uk

Dear Sirs,

Introduction

We report on the audited historical financial information of Moroccan Salts Limited and its wholly owned subsidiaries, MSL Minerals S.A.R.L, UniSalts S.A.R.L., JMS S.A.R.L. and Mine de Centre S.A.R.L. (together, the "MSL Group") for the three-year period ended 31 December 2017 (the "MSL Group Financial Information"). The MSL Group Financial Information has been prepared for inclusion in Part VIII (B) "Historical Financial Information of the MSL Group" of Emmerson Plc's (the "Company") prospectus dated 9 May 2018 (the "Document"), on the basis of the accounting policies set out in note 3 to the MSL Group Financial Information. This report is required by Annex 1 item 20.1 of Commission Regulation (EC) No. 809/2004 (the "Prospectus Directive Regulation") and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities

The directors of the Company (the "Directors") are responsible for preparing the MSL Group Financial Information in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS").

It is our responsibility to form an opinion on the MSL Group Financial Information and to report our opinion to you.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the MSL Group Financial Information. It also included an assessment of significant estimates and judgements made by those responsible for the preparation of the financial information underlying the MSL Group Financial Information and whether the accounting policies are appropriate to the MSL Group'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 MSL Group Financial Information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion

In our opinion, the MSL Group Financial Information gives, for the purposes of the Document, a true and fair view of the state of affairs of the MSL Group as at the dates stated and of its profits/losses, cash flows and changes in equity for the periods stated in accordance with IFRS.

Declaration

For the purposes of Prospectus Rule 5.5.3R (2)(f), we are responsible for this report as part of the Document and declare that we have taken all reasonable care to ensure 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 Document in compliance with Annex I item 1.2 of the Prospectus Directive Regulation.

Yours faithfully,

Crowe Clark Whitehill LLP Chartered Accountants

PART VIII

(B) HISTORICAL FINANCIAL INFORMATION OF THE MSL GROUP

Consolidated statements of comprehensive income

The audited consolidated statements of comprehensive income of the MSL Group for each of the three years ended 31 December 2017 are set out below:

	Notes	Audited year ended 31 December 2015 \$'000	Audited year ended 31 December 2016 \$'000	Audited year ended 31 December 2017 \$'000
Administrative fees and other expenses Exploration expenditure	6/7	(285) (14) ––––––––––––	(294) (284) ––––––––––––	(299) (43) ––––––––––––
Operating loss Finance income Finance cost		(299) 5 – –––––––––––– 5	(578) – – –––––––––––– –	(342) 21 (111) –––––––––––– (90)
Loss before tax Income tax Other comprehensive (loss)/income		–––––––––––– (294) –	–––––––––––– (578) –	–––––––––––– (432) –
(Loss)/gain on exchange		– ––––––––––––	(2) ––––––––––––	9 ––––––––––––
		– ––––––––––––	(2) ––––––––––––	9 ––––––––––––
Loss for the year and total comprehensive loss for the year		(294) ––––––––––––	(580) ––––––––––––	(423) ––––––––––––
Basic and diluted loss per share (\$)	8	–––––––––––– (196.92)	–––––––––––– (307.37)	–––––––––––– (220.63)

Consolidated statements of financial position

The audited consolidated statements of financial position of the MSL Group as at 31 December 2015, 31 December 2016 and 31 December 2017 are set out below:

		Audited	Audited	Audited
		as at	as at	as at
		31 December	31 December	31 December
		2015	2016	2017
	Notes	\$'000	\$'000	\$'000
Non-current assets
Intangible assets	9	2,968	3,036	3,113
Other fixed assets	10	108	109	1
		–––––––––––– 3,076	–––––––––––– 3,145	–––––––––––– 3,114
Current assets
Sundry debtors and prepayments		99	8	12
Cash and cash equivalents		783 ––––––––––––	215 ––––––––––––	564 ––––––––––––
Total current assets		882 ––––––––––––	223 ––––––––––––	576 ––––––––––––
Total assets		3,958 ––––––––––––	3,368 ––––––––––––	3,690 ––––––––––––
Current liabilities		––––––––––––	––––––––––––	––––––––––––
Convertible loan notes	14	–	–	1,061
Trade and other payables	11	1,478	1,353	1,037
Total current liabilities		–––––––––––– 1,478	–––––––––––– 1,353	–––––––––––– 2,098
Net assets		–––––––––––– 2,480 ––––––––––––	–––––––––––– 2,015 ––––––––––––	–––––––––––– 1,592 ––––––––––––
Equity
Share capital	12	701	1,701	1,701
Share reserve	13	2,385	1,500	1,500
Translation reserve		–	(2)	7
Retained earnings		(606)	(1,184)	(1,616)
Total equity		–––––––––––– 2,480 ––––––––––––	–––––––––––– 2,015 ––––––––––––	–––––––––––– 1,592 ––––––––––––
		––––––––––––	––––––––––––	––––––––––––

Consolidated statements of changes in equity

The audited consolidated statements of changes in equity of the MSL Group for each of the three years ended 31 December 2017 are set out below:

	Share	Share	Retained	Translation	Total
	capital	Reserve	earnings	reserve	equity
	\$'000	\$'000	\$'000	\$'000	\$'000
Balance as at 1 January 2015 Loss for the year	701 – ––––––––––––	1,500 – ––––––––––––	(312) (294) ––––––––––––	– - ––––––––––––	1,889 (294) ––––––––––––
Total comprehensive loss Transactions with equity holders	–	–	(294)	–	(294)
Subscription monies received	–	885	–	–	885
	––––––––––––	––––––––––––	––––––––––––	––––––––––––	––––––––––––
	–	885	–	–	885
	––––––––––––	––––––––––––	––––––––––––	––––––––––––	––––––––––––
Balance as at 31 December 2015	701	2,385	(606)	–	2,480
	––––––––––––	––––––––––––	––––––––––––	––––––––––––	––––––––––––
Loss for the year Other comprehensive loss	– – ––––––––––––	– – ––––––––––––	(578) – ––––––––––––	– (2) ––––––––––––	(578) (2) ––––––––––––
Total comprehensive loss	–	–	(578)	(2)	(580)
Transactions with equity holders	–	115	–	–	115
Subscription monies received	1,000	(1,000)	–	–	–
Shares issued	––––––––––––	––––––––––––	––––––––––––	––––––––––––	––––––––––––
	1,000	(885)	–	–	115
	––––––––––––	––––––––––––	––––––––––––	––––––––––––	––––––––––––
Balance as at 31 December 2016	1,701	1,500	(1,184)	(2)	2,015
	––––––––––––	––––––––––––	––––––––––––	––––––––––––	––––––––––––
Loss for the year Other comprehensive loss	– – ––––––––––––	– – ––––––––––––	(432) – ––––––––––––	– 9 ––––––––––––	(432) 9 ––––––––––––
Total comprehensive loss	–	–	(432)	9	(423)
Balance as at 31 December 2017	––––––––––––	––––––––––––	––––––––––––	––––––––––––	––––––––––––
	1,701	1,500	(1,616)	7	1,592
	––––––––––––	––––––––––––	––––––––––––	––––––––––––	––––––––––––
	––––––––––––	––––––––––––	––––––––––––	––––––––––––	––––––––––––

Consolidated statements of cash flows

The audited consolidated statements of cash flows of the MSL Group for each of the three years ended 31 December 2017 are set out below:

	Audited	Audited	Audited
	Year ended	Year ended	Year ended
	31 December	31 December	31 December
	2015	2016	2017
	\$'000	\$'000	\$'000
Net loss before tax	(294)	(578)	(432)
Finance expenses	–	–	111
Finance income	(5)	–	–
(Increase)/decrease in prepayments and other receivables Increase in trade and other payables	(95) 21	92 2	(4) 4
Net cash used in operating activities	––––––––––––	––––––––––––	––––––––––––
	(373)	(484)	(321)
	––––––––––––	––––––––––––	––––––––––––
Exploration Expenditure (Purchase)/Disposal of fixed assets Deferred consideration paid	– – (119) ––––––––––––	(68) (1) (130) ––––––––––––	(77) 108 (203) ––––––––––––
Net cash (used in) investing activities	(119)	(199)	(280)
	––––––––––––	––––––––––––	––––––––––––
Shares issued (net of issue costs)	885	115	–
Convertible loan notes issued (net of issue costs)	–	–	950
Net cash from financing activities	––––––––––––	––––––––––––	––––––––––––
	885	115	950
	––––––––––––	––––––––––––	––––––––––––
Net cash increase/(decrease)	393	(568)	349
	––––––––––––	––––––––––––	––––––––––––
Cash brought forward	390	783	215
	––––––––––––	––––––––––––	––––––––––––
Cash carried forward	783	215	564
	––––––––––––	––––––––––––	––––––––––––
	––––––––––––	––––––––––––	––––––––––––

NOTES TO MSL GROUP FINANCIAL INFORMATION

1. General information

MSL was incorporated on 5 September 2013 in the British Virgin Islands with BVI company number 1789705. The principal legislation under which MSL operates is the BVI Business Companies Act 2004 and the regulations made thereunder. MSL's registered office is located at PO. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

MSL acts as the ultimate holding company for four wholly owned Moroccan subsidiaries. MSL Minerals SARL ("MSL SARL") is a wholly owned subsidiary of MSL. MSL SARL is the sole shareholder of three further Moroccan subsidiaries, being:

• ● Unisalts S.A.R.L. ("Unisalts");
• ● JMS S.A.R.L. ("JMS"); and
• ● Mine de Centre S.A.R.L. ("MdC SARL").

The MSL Group's principal activity is the exploration and evaluation of potash deposits in Morocco.

2. Basis of preparation

Statement of compliance

The MSL Group Financial Information has been prepared in accordance with and comply with IFRS as adopted by the European Union and International Financial Reporting Interpretations Committee interpretations.

Basis of preparation

The MSL Group Financial Information has been prepared on a historical cost basis. All amounts are shown in \$, the MSL Group's functional currency, and rounded to the nearest thousand unless otherwise stated.

Going concern

The Directors have prepared cash flow projections through to 31 December 2019. On this basis, the Directors have a reasonable expectation that the MSL Group has adequate resources to continue operating for the foreseeable future. For this reason, they have adopted the going concern basis in preparing the MSL Group Financial Information.

Basis of consolidation

Where the MSL Group has power, either directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities, it is classified as a subsidiary.

A subsidiary is defined as an entity over which the MSL Group has control. The MSL Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the MSL Group. They are deconsolidated from the date that control ceases.

Business combinations are accounted for under the acquisition method. Under the acquisition method, the results of the subsidiaries acquired or disposed of are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiaries' net assets are determined and these values are reflected in the MSL Group Financial Information. The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the MSL Group in exchange for shares acquired, plus any costs directly attributable to the business combination. Any excess of the purchase consideration of the business combination over the fair value of the identifiable assets and liabilities acquired is recognised as goodwill. Goodwill, if any, is not amortised but reviewed for impairment at least annually. If the consideration is less than the fair value of assets and liabilities acquired, the difference is recognised directly in profit or loss.

Acquisition-related costs are expensed as incurred.

Intra-group transactions, balances and unrealised gains on transactions are eliminated; unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the MSL Group.

Use of estimates and judgments

The preparation of financial information in accordance with the standards and interpretations noted in paragraph 2.1 above requires the Directors to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial information are disclosed in note 4 to the MSL Group Financial Information.

Future changes in accounting policies

At the date of authorisation of this Document, the Directors have reviewed the accounting standards in issue by the International Accounting Standards Board and the International Financial Reporting Interpretations Committee, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the MSL Group.

The Directors do not expect that the adoption of these standards will have a material impact on the MSL Group Financial Information except that IFRS 9 will impact both the measurement and disclosures of financial instruments.

3. Significant accounting policies

The principal accounting policies applied in the preparation of the MSL Group Financial Information are set out below:

Foreign currency

Transactions in foreign currencies are translated to the functional currency at the exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Exchange differences arising on translation are recognised in profit or loss.

Loss per share

MSL presents basic and diluted loss per share data for its ordinary shares. Basic loss per share are calculated by dividing the loss attributable to ordinary shareholders of MSL by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share are calculated by adjusting the loss and number of shares for the effects of dilutive potential ordinary shares.

Income tax

Income tax expense comprises current tax and deferred tax.

(A) Current income tax

Current tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Being resident in the British Virgin Islands, a 0% rate of corporate income tax applies to MSL.

(B) Deferred income tax

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial information. Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply to the period when the related asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the consolidated statement of financial position.

Financial instruments

Financial instruments are recognised in the consolidated statement of financial position when the MSL Group has become a party to the contractual provisions of the instruments.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.

A financial instrument is recognised initially at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.

Financial assets are derecognised when the contractual rights to receive cash flows from the financial assets have expired or have been transferred and the MSL Group has transferred substantially all the risks and rewards of ownership. On de-recognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.

(A) Financial assets

The MSL Group classifies its financial assets as "loans and receivables" and "available-for-sale".

Other receivables that have fixed or determinable payments that are not quoted in an active market are classified as "loans and receivables" financial assets. "Loans and receivables" financial assets are measured at amortised cost using the effective interest method, less any impairment loss. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The MSL Group's "loans and receivables" financial assets comprise cash and cash equivalents included in the consolidated statement of financial position.

(B) Financial liabilities

Financial liabilities are recognised when the MSL Group becomes a party to the contractual provisions of the financial instrument.

All financial liabilities are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through the consolidated statement of comprehensive loss.

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same party on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the consolidated statement of comprehensive income.

(C) Equity instruments

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from proceeds. Dividends on ordinary shares are recognised as liabilities when approved for distribution.

Exploration and evaluation expenditure

All exploration and evaluation costs incurred or acquired on the acquisition of a subsidiary are accumulated in respect of each identifiable project area. These costs are classified as intangible assets and are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves (the "successful efforts'' method). Other costs are written off unless commercial reserves have been established or the determination process has not been completed. Accumulated costs in relation to an abandoned area are written off in full against profit in the period in which the decision to abandon the area is made. When production commences the accumulated costs for the relevant area of interest are transferred from intangible assets to tangible assets as "Mining Assets" and amortised over the life of the area according to the rate of depletion of the economically recoverable costs.

The properties are currently unproved, and therefore capitalised costs are not amortised, but subject to impairment testing. In addition, as no properties have been classified as proved, development activities have not commenced.

Impairment of exploration and evaluation assets

The carrying value of unevaluated areas is assessed when there has been an indication that impairment in value may have occurred. The impairment of unevaluated prospects is assessed based on the Directors' intention with regard to future exploration and development of individual significant areas and the ability to obtain funds to finance such exploration and development.

Impairment

(A) Impairment of financial assets

All financial assets (other than those categorised at fair value through profit or loss), are assessed at the end of each reporting period as to whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment.

An impairment loss in respect of loans and receivables financial assets is recognised in profit or loss and is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

(B) Impairment of non-financial assets

The carrying values of assets, other than those to which IAS 36 "Impairment of Assets" does not apply, are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets' fair value less costs to sell and their value in use, which is measured by reference to discounted future cash flow.

An impairment loss is recognised in profit or loss immediately.

When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents

Cash and cash equivalents in the consolidated statement of financial position comprise cash at bank balances only. For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of bank balances only.

Provisions, contingent liabilities and contingent assets

Provisions are recognised when the MSL Group has a present or constructive obligation as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each financial reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation.

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the MSL Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised but is disclosed in the notes to the MSL Group Financial Information. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.

A contingent asset is a probable asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain events not wholly within the control of the MSL Group. The MSL Group does not recognise contingent assets but discloses its existence where inflows of economic benefits are probable, but not virtually certain.

4. Significant accounting judgements, estimates and assumptions

The preparation of financial information in conformity with IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates to be reasonable.

The preparation of the MSL Group Financial Information in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the accounting policies, which are detailed above. These judgements are continually evaluated by the Directors and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The key estimates and underlying assumptions concerning the future and other key sources of estimation uncertainty at the consolidated statement of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The prime areas involving a higher degree of judgement or complexity, where assumptions and estimates are significant to the MSL Group Financial Information, are as follows:

Impairment of acquired licenses, and capitalised exploration and evaluation expenditure

Licenses, exploration and evaluation assets are assessed for impairment when facts and circumstances suggest the carrying value may exceed its recoverable amount. During the year ended 31 December 2017, there was sufficient data available to indicate that the previous carrying value of licenses, exploration and evaluation assets was likely to be recovered in full from successful development or sales. Therefore, the Directors deemed that no impairment was necessary.

5. Segmental information

• (i) IFRS 8 "Operating Segments" requires operating segments to be identified on the basis of internal reports about components of the MSL Group that are regularly reviewed by the chief operating decision maker (which takes the form of the Directors) as defined in IFRS 8 "Operating Segments", in order to allocate resources to the segment and to assess its performance.
• (ii) The MSL Group's business involves exploring for potash. As at each of 31 December 2015, 31 December 2016 and 31 December 2017, the Directors consider there is one reportable operating segment. Accordingly, an analysis of segment profit or loss, segment assets, segment liabilities and other material items has not been presented.
• (iii) The MSL Group operates in one geographic area, being Morocco. All intangible assets, operating assets and liabilities are located in Morocco. The MSL Group has not yet commenced production and therefore has no revenue.

6. Administrative fees and other expenses

	Audited year ended 31 December 2015 \$'000	Audited year ended 31 December 2016 \$'000	Audited year ended 31 December 2017 \$'000
Wages and salaries	120	120	145
Travel and accommodation	25	33	36
Professional fees	30	44	36
Accountancy fees	–	30	17
Technical services	–	–	16
Reimbursed expenses	67	31	10
Consultancy fees	36	32	34
Legal fees	4	-	2
Bank charges	2	2	1
Telephone	–	1	-
Sundry	1 ––––––––––––	1 ––––––––––––	2 ––––––––––––
	285 –––––––––––– ––––––––––––	294 –––––––––––– ––––––––––––	299 –––––––––––– ––––––––––––

7. Staff costs

	Audited	Audited	Audited
	year ended	year ended	year ended
	31 December	31 December	31 December
	2015	2016	2017
	\$'000	\$'000	\$'000
Wages and salaries	120 ––––––––––––	120 ––––––––––––	145 ––––––––––––

Staff numbers

The average monthly number of employees, including the directors of MSL, during the year was as follows:

	Audited	Audited	Audited
	year ended	year ended	year ended
	31 December	31 December	31 December
	2015	2016	2017
Staff numbers	1 ––––––––––––	1 ––––––––––––	1 ––––––––––––

8. Loss per share

The calculations of the basic and diluted loss per share are based on the following data:

	Audited year ended 31 December 2015	Audited year ended 31 December 2016	Audited year ended 31 December 2017
Earnings
Loss from continuing operations for the period
attributable to the equity holders of MSL (\$'000)	(294)	(578)	(432)
Number of ordinary shares
Weighted average number of ordinary shares for the
purpose of basic and diluted earnings per share (number)	1,493 ––––––––––––	1,881 ––––––––––––	1,958 ––––––––––––
Basic and diluted loss per share (\$)	196.92 –––––––––––– ––––––––––––	307.37 –––––––––––– ––––––––––––	220.63 –––––––––––– ––––––––––––

There are no potentially dilutive shares in issue.

9. Intangible assets

	Audited	Audited	Audited
	as at	as at	as at
	31 December	31 December	31 December
	2015	2016	2017
Exploration and evaluation expenditure	\$'000	\$'000	\$'000
Cost:
At the beginning of the year	2,968	2,968	3,036
Additions	– ––––––––––––	68 ––––––––––––	77 ––––––––––––
At the end of the year	2,968 ––––––––––––	3,036 ––––––––––––	3,113 ––––––––––––
Net book value	2,968 –––––––––––– ––––––––––––	3,036 –––––––––––– ––––––––––––	3,113 ––––––––––––
			––––––––––––

The potash properties are currently "unproved reserves" and ongoing exploration activities are planned and will require additional significant expenditures. Assuming that additional funding is obtained, additional time will be required to complete the first phase of exploration activities on certain unproved properties and at that time an assessment will be made as to whether a reclassification of a portion of the "unproved reserves" to "proved reserves" should be made. Once properties have been classified as "proved reserves", they are transferred from intangible assets to tangible assets and amortised over the life of the area according to the rate of depletion of the economically recoverable costs.

Impairment

In accordance with IFRS 6 "Exploration and Evaluation of Mineral Resources", the Directors have assessed whether any indication of impairment exists in respect of the intangible assets. During the year ended 31 December 2017, there was sufficient data available to indicate that the previous carrying value of exploration and evaluation assets was likely to be recovered in full from successful development or sales. Therefore, the Directors deemed that no impairment was necessary.

Environmental matters

The MSL Group has established procedures for a continuing evaluation of its operations to identify potential environmental exposures and to assure compliance with regulatory policies and procedures. The Directors monitor these laws and regulations and periodically assesses the propriety of its operational and accounting policies related to environmental issues. The nature of the MSL Group's business requires routine day-today compliance with environmental laws and regulations. The MSL Group has incurred no material environmental investigation, compliance or remediation costs for each of the years ended 31 December 2015, 31 December 2016 and 31 December 2017. The Directors are unable to predict whether the MSL Group's future operations will be materially affected by these laws and regulations. It is believed that legislation and regulations relating to environmental protection will not materially affect the results of operations of the MSL Group.

10. Other fixed assets

	Audited	Audited	Audited
	as at	as at	as at
	31 December	31 December	31 December
	2015	2016	2017
	\$'000	\$'000	\$'000
As at 1 January	–	108	109
Additions	108	1	–
Disposals	– ––––––––––––	– ––––––––––––	(108) ––––––––––––
As at 31 December	108 –––––––––––– ––––––––––––	109 –––––––––––– ––––––––––––	1 –––––––––––– ––––––––––––

11. Trade and other payables

	Audited	Audited	Audited
	as at	as at	as at
	31 December	31 December	31 December
	2015	2016	2017
	\$'000	\$'000	\$'000
Deferred consideration	1,457	1,330	1,010
Other payables	21 ––––––––––––	23 ––––––––––––	27 ––––––––––––
	1,478 –––––––––––– ––––––––––––	1,353 –––––––––––– ––––––––––––	1,037 –––––––––––– ––––––––––––

12. Share capital

	Audited	Audited	Audited
	as at	as at	as at
	31 December	31 December	31 December
	2015	2016	2017
	#	#	#
Authorised share capital Shares of \$1.00 each	50,000 ––––––––––––	50,000 ––––––––––––	50,000 ––––––––––––
Issued share capital Shares of \$1.00 each	1,493 ––––––––––––	1,958 ––––––––––––	1,958 ––––––––––––
Share capital Shares issued and fully paid at par value Share premium	\$'000 1 700 ––––––––––––	\$'000 2 1,699 ––––––––––––	\$'000 2 1,699 ––––––––––––

On 16 February 2016, MSL issued 465 shares of \$1.00 at par for cash consideration totalling \$1,000,000.

The ordinary shares issued by MSL each carry one vote on a poll vote.

13. Share reserve

In accordance with the terms of the Unisalts SPA dated 15 June 2014, the Company had an obligation to issue 600 shares of \$1.00 to the vendors.

During 2015, the Company received \$885,000 as subscription monies towards the shares which were allotted on 16 February 2016, referred to in note 12.

	Audited	Audited	Audited
	as at	as at	as at
	31 December	31 December	31 December
	2015	2016	2017
	\$'000	\$'000	\$'000
Reserve for shares to be granted	1,500	1,500	1,500
Subscriptions awaiting allotment	885 ––––––––––––	– ––––––––––––	– ––––––––––––
Share reserve	2,385 –––––––––––– ––––––––––––	1,500 –––––––––––– ––––––––––––	1,500 –––––––––––– ––––––––––––

14. Convertible loan notes

On 30 August 2017 the Company adopted a deed poll establishing unsecured convertible notes (the "2017 CLN Instrument") on the terms set out below:

• ● the 2017 CLN Instrument provides for a facility limit of US\$1,000,000. notes issued under the 2017 CLN Instrument ("MSL Notes") will not include a coupon and do not accrue interest at any rate;
• ● the MSL Notes will be unsecured;
• ● the MSL Notes will mandatorily convert immediately prior to either a trade sale, or a listing of the Company shares on a stock exchange, or a reverse takeover;
• ● the MSL Notes will be convertible into ordinary shares at a 25% discount to the share price paid on issue of new shares as part of a IPO/RTO or as calculated in the event of a trade sale;
• ● the Notes have a maturity date of 31 August 2019. Should the Notes not be mandatorily converted in accordance with the above prior to the maturity date, the MSL Notes will automatically convert into ordinary shares in the Company at a deemed company valuation of US\$9M on a pre-money basis;

A total of US\$950,000 of MSL Notes were subscribed for during 2017. They are deemed to consist of a loan and an embedded derivative due to the conversion terms. Movements in the year to 31 December 2017 are given in the reconciliation of movements of liabilities to cash-flows arising from financing activities below.

	Loan \$'000	Embedded derivative \$'000	Total \$'000
Balance at 1 January 2017	–	–	–
Changes from financing cash-flows
Proceeds from issue of loan notes	713	237	950
Other changes – liability related
Interest expense	83 ––––––––––––	28 ––––––––––––	111 ––––––––––––
Balance at 31 December 2017	796 –––––––––––– ––––––––––––	265 –––––––––––– ––––––––––––	1,061 –––––––––––– ––––––––––––

Embedded derivatives have been fair valued. The fair value is a Level 3 valuation, i.e the inputs are not based on observable data.

To calculate fair value, Management has used a discounted cash flow technique with the following assumptions:

• 33.35% interest rate;
• 8 month period to maturity.

The fair value movement has been accounted for in the profit and loss.

15. Financial instruments

15.1 Categories of financial instruments

	Audited	Audited	Audited
	as at	as at	as at
	31 December	31 December	31 December
	2015	2016	2017
	\$'000	\$'000	\$'000
Financial assets Loans and receivables
Cash and cash equivalents	783	215	564
Financial liabilities Convertible loan notes	–	–	1,061

15.2 Financial risk management objectives and policies

The MSL Group's principal financial instruments include bank balances, trade and other payables and accrued expense. Details of these financial instruments are disclosed in respective notes to the MSL Group Financial Information. The risks associated with these financial instruments, and the policies on how to mitigate these risks are set out below. The Directors manage and monitor these exposures to ensure appropriate measures are implemented on a timely and effective manner.

Currency risk

As all monetary assets and liabilities and all transaction of the MSL Group are denominated in its functional currency, the Directors consider the MSL Group is not exposed to significant foreign currency risk.

16. Related party transactions

Dr. Robert Wrixon, who has a beneficial interest in 15% of the share capital of the Company, received a salary of US\$120,000 per annum in 2015, 2016 and 2017 in his capacity as Managing Director.

17. Events after the reporting date

On 21 February 2018 a letter agreement between the Company, Jens Eric van Rantwijk, Mohamed Aghmir and Said Hamdioui, confirmed the delivery instruction for the 600 shares of the Company due to the vendors under the Unisalts SPA, and as described in note 13.

18. Nature of the MSL Group Financial Information

The MSL Group Financial Information presented above does not constitute statutory financial statements for the periods under review.

PART IX

(A) ACCOUNTANT'S REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

9 May 2018

The Directors Emmerson Plc IOMA House Hope Street Douglas IMI 1AP Isle of Man Dear Sirs,

Crowe Clark Whitehill LLP Chartered Accountants Member of Crowe Horwath International St Bride's House 10 Salisbury Square London EC4Y 8EH, UK Tel +44 (0)20 7842 7100 Fax +44 (0)20 7583 1720 DX: 0014 London Chancery Lane www.croweclarkwhitehill.co.uk

The Directors Beaumont Cornish Limited 2nd Floor, Bowman House 29 Wilson Street London EC2M 2SJ

Introduction

We report on the unaudited pro forma statement of financial position as at 31 December 2017 and on the unaudited pro forma statement of comprehensive income for the period then ended (together, the "Pro Forma Financial Information") set out in Part IX (B) "Unaudited Pro-Forma Financial Information of the Enlarged Group" of Emmerson Plc's (the "Company") prospectus (the "Document") dated 9 May 2018, which has been prepared on the basis described, for illustrative purposes only, to provide information about how the Admission of the Company and its securities to trading on the standard segment of the Official List of the UK Listing Authority and the:

• ● the acquisition by the Company of Moroccan Salts Limited and its wholly owned subsidiaries;
• ● the issue of 333,333,333 ordinary shares in the Company to satisfy the terms of the acquisition;
• ● the conversion of the \$950,000 convertible loan issued by Moroccan Salts Limited into ordinary shares of the Company;
• ● the issue of 200,000,000 ordinary shares in the Company in relation to the placing; and
• ● payment of the costs associated with the acquisition and admission,

might have affected the assets, liabilities, equity and earnings presented on the basis of the accounting policies adopted by the Company in preparing the audited financial information for the period ended 31 December 2017. This report is required by Annex I, item 20.2 of Commission Regulation (EC) N 809/2004 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 (the "Directors") to prepare the Pro-Forma Financial Information in accordance with Annex I, item 20.2 and Annex II, items 1 to 6 of Commission Regulation (EC) N 809/2004.

It is our responsibility to form an opinion, in accordance with Annex I, item 20.2 of Commission Regulation (EC) N 809/2004, as to the proper compilation of the Pro-Forma Financial Information and to report that opinion to you in accordance with Annex II, item 7 of Commission Regulation (EC) N 809/2004.

Basis of opinion

We conducted our work in accordance with Standards of Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we 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 all the information and explanations which 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.

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.

Opinion

In our opinion:

• ● the Pro-Forma Financial Information has been properly complied on the basis stated; and
• ● such basis is consistent with the accounting policies of the Company.

Declaration

For the purpose of Prospectus Rule 5.5.3R, we are responsible for this report as part of the Document and declare that we have taken all reasonable care to ensure 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 Document in compliance with Annex I, item 1.2 of Commission Regulation (EC) N 809/2004.

Yours faithfully,

Crowe Clark Whitehill LLP

Chartered Accountants

PART IX

(B) PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Set out below are the unaudited pro-forma statement of financial position and statement of comprehensive income of the Company as at 31 December 2017 and the nine-month period then ended (together, the "Pro Forma Financial Information"). The Pro Forma Financial Information has been prepared on the basis set out in the notes below to illustrate the effects of:

• ● the acquisition by the Company of the MSL Group;
• ● the issue of the Consideration Shares;
• ● the issue of the Convertible Shares to satisfy the conversion of the \$950,000 Convertible Loan;
• ● the issue of the Placing Shares; and
• ● the payment of the Costs,

on the assets, liabilities and equity of the Company, had the Admission occurred on 31 December 2017 and on the earnings of the Company for the nine-month period then ended. The Pro Forma Financial Information has been prepared for illustrative purposes only. Due of its nature, the Pro Forma Financial Information addresses a hypothetical situation and, therefore, does not represent the Company's actual financial position or earnings. It is based on the schedules used in preparing the audited statement of financial position and statement of comprehensive income of the Company as at 31 December 2017 and the nine-month period then ended, which is reproduced in Part VII (B) "Historical Financial Information of the Company" of this Document and the audited statement of financial position and statement of comprehensive income of the MSL Group as at 31 December 2017 and the year then ended, which is reproduced in Part VIII (B) "Historical Financial Information of the MSL Group" of this Document.

Users should read the whole of this Document and not rely solely on the Pro Forma Financial Information contained in this Part IX (B) "Pro Forma Financial Information of the Enlarged Group" of this Document.

The report on the Pro Forma Financial Information is set out in Part IX (A) "Accountant's Report on the Unaudited Pro Forma Financial Information of the Enlarged Group" of this Document.

Unaudited pro forma statement of financial position

		MSL	Adjustment			Unaudited
	Company	Group	Acquisition	Adjustment	Adjustment	pro forma
	as at 31	as at 31	and	Issue of	Placing	balance
	December	December	consolidation	Conversion	and	sheet of the
	2017	2017	adjustments	Shares	Costs	Enlarged
	(Note 1)	(Note 2)	(Note 3)	(Note 4)	(Note 5)	Group
	£'000	£'000	£'000	£'000	£'000	£'000
Intangible assets	–	2,306	–	–	–	2,306
Other fixed assets	– ––––––––––––	1 ––––––––––––	– ––––––––––––	– ––––––––––––	– ––––––––––––	1 ––––––––––––
Non-current assets	–	2,307	–	–	–	2,307
Prepayments	10	8	–	–	–	18
Cash at bank	565 ––––––––––––	418 ––––––––––––	– ––––––––––––	– ––––––––––––	5,275 ––––––––––––	6,258 ––––––––––––
Current assets	575 ––––––––––––	426 ––––––––––––	– ––––––––––––	– ––––––––––––	5,275 ––––––––––––	6,276 ––––––––––––
Total assets	575 –––––––––––– ––––––––––––	2,733 –––––––––––– ––––––––––––	– –––––––––––– ––––––––––––	– –––––––––––– ––––––––––––	5,275 –––––––––––– ––––––––––––	8,583 –––––––––––– ––––––––––––
Stated capital	967	1,260	8,740	704	5,308	16,979
Share reserve	–	1,111	(1,111)	–	–	–
Translation reserve	–	5	(5)	–	–	–
Merger reserve	–	–	(8,821)	–	–	(8,821)
Accumulated deficit	(407) ––––––––––––	(1,197) ––––––––––––	1,197 ––––––––––––	82 ––––––––––––	(33) ––––––––––––	(358) ––––––––––––
Equity	560	1,179	–	786	5,275	7,800
Trade payables	4	768	–	–	–	772
Convertible loan notes	–	786	–	(786)	–	–
Accruals	11 ––––––––––––	– ––––––––––––	– ––––––––––––	– ––––––––––––	– ––––––––––––	11 ––––––––––––
Total liabilities	15 ––––––––––––	1,554 ––––––––––––	– ––––––––––––	(786) ––––––––––––	– ––––––––––––	783 ––––––––––––
Total equity and
liabilities	575 –––––––––––– ––––––––––––	2,733 –––––––––––– ––––––––––––	– –––––––––––– ––––––––––––	– –––––––––––– ––––––––––––	5,275 –––––––––––– ––––––––––––	8,583 –––––––––––– ––––––––––––

Unaudited pro forma statement of comprehensive income

	Company	MSL Group	Adjustment			Unaudited
	9 months	9 months	Acquisition	Adjustment	Adjustment	pro forma
	ended	ended	and	Issue of	Placing	results
		31 December 31 December consolidation		Conversion	and	of the
	2017	2017	adjustments	Shares	Costs	Enlarged
	(Note 1)	(Note 2)	(Note 3)	(Note 4)	(Note 5)	Group
	£'000	£'000	£'000	£'000	£'000	£'000
Administrative expenses	(207) ––––––––––––	(190) ––––––––––––	- ––––––––––––	- ––––––––––––	(33) ––––––––––––	(430) ––––––––––––
Operating loss	(207)	(190)	-	-	(33)	(430)
Finance income	–	12	-	-	-	12
Finance expense	- ––––––––––––	(62) ––––––––––––	- ––––––––––––	62 ––––––––––––	- ––––––––––––	- ––––––––––––
Loss before tax	(207)	(240)	-	62	(33)	(418)
Income tax	–	-	-	-	-	–
Gain on exchange	- ––––––––––––	5 ––––––––––––	- ––––––––––––	- ––––––––––––	- ––––––––––––	5 ––––––––––––
Loss for the period and total comprehensive loss
for the period	(207) ––––––––––––	(235) ––––––––––––	- ––––––––––––	62 ––––––––––––	(33) ––––––––––––	(413) ––––––––––––
	––––––––––––	––––––––––––	––––––––––––	––––––––––––	––––––––––––	––––––––––––

Notes:

1. The financial information relating to the Company has been extracted without adjustment from the audited Company Financial Information set out in Part VII (B) "Historical Financial Information of the Company" of this Document.

With respect to the financial information relating to the statement of financial position of the MSL Group as at 31 December 2017, such information has been extracted without adjustment from the audited MSL Group Financial Information set out in Part VIII (B) "Historical Financial Information of the MSL Group" of this Document, translated from \$ to £ at the rate of \$1.35 to £1.

1. With respect to the financial information relating to the statement of comprehensive income of the MSL Group for the ninemonth period ended 31 December 2017, such information has been extracted from the audited MSL Group Financial Information set out in Part VIII (B) "Historical Financial Information of the MSL Group" of this Document, translated from \$ to £ at the rate of \$1.35 to £1, and adjusted for the loss reported in the three-month period ended 31 March 2017. The adjustment is as follows:

		Adjustment
	MSL Group	MSL Group	MSL Group
	year	3 months	9 months
	ended	ended	ended
	31 December	31 March	31 March
	2017	2017	2017
	(Note 1)	(Note 2)	(Note 3)
	£'000	£'000	£'000
Administrative expenses	(253) ––––––––––––	(63) ––––––––––––	(190) ––––––––––––
Operating loss	(253)	(63)	(190)
Finance income	16	4	12
Finance expense	(82) ––––––––––––	(20) ––––––––––––	(62) ––––––––––––
Loss before tax	(319)	(79)	(240)
Income tax	–	–	–
Gain on exchange	7 ––––––––––––	2 ––––––––––––	5 ––––––––––––
Loss for the period and total comprehensive loss for the period	(312) ––––––––––––	(77) ––––––––––––	(235) ––––––––––––
	––––––––––––	––––––––––––	––––––––––––

• 1. The Acquisition adjustment reflects the issue of 333,333,333 Ordinary Shares at £0.03 each, conditional on Admission, resulting in an increase of £10,000,000 to share capital. The £10,000,000 value of Ordinary Shares issued, less the £1,179,000 net liabilities acquired on the acquisition of the MSL Group, results in a merger reserve balance of £8,821,000 within equity.
• 1. The adjustment of £704,000 within equity reflects the issue of the 30,115,708 CLN Shares to satisfy the conversion of the £786,000 Loan Notes into Ordinary Shares of the Company. The adjustment of £82,000 to the accumulated deficit reflects the reversal of the interest expense charged on the Convertible Loan upon conversion.
• 1. The adjustment of £5,308,000 to share capital represents the value of the 200,000,000 Placing Shares at £0.03, less £692,000 of transaction Costs allocated to share capital in accordance with IFRS. The balance of the £725,000 Costs not allocated to share capital, being £33,000, has been allocated against administrative expenses in accordance with IFRS.
• 1. The Pro-Forma Financial Information does not reflect any changes in the trading position or any other changes arising from other transactions, since 31 December 2017 for the Company and the MSL Group.

PART X

(A) OPERATING AND FINANCIAL REVIEW OF THE COMPANY

The following operating and financial review contains financial information that has been extracted or derived without material adjustment from the Company's audited financial information for the 13-month period from incorporation on 1 March 2016 to 31 March 2017 and the 9-month period ended 31 December 2017 included in Part VII (B) "Historical Financial Information of the Company", prepared in accordance with IFRS.

The following discussion should be read in conjunction with the other information in this Prospectus, in particular with the entire Part VIII (B) "Historical Financial Information of the Company". This discussion contains forward-looking statements, which, although based on assumptions that the Directors consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those expressed or implied by the forward-looking statements. Investors should read the notice in relation to forward looking statements contained on page 31 of this Document.

The key risks and uncertainties, include, but are not limited to those described in the section of this Prospectus entitled "Risk Factors" on pages 19 to 32 of this Document.

Summary statements of financial position

Summarised below are the audited statements of financial position of the Company as at 31 March 2017 and 31 December 2017:

	Audited	Audited
	as at	as at
	31 March	31 December
	2017	2017
	£'000	£'000
Prepayments	7	10
Cash and cash equivalents	797 ––––––––––––	565 ––––––––––––
Current assets	804 ––––––––––––	575 ––––––––––––
Total assets	804 –––––––––––– ––––––––––––	575 –––––––––––– ––––––––––––
Stated Capital	967	967
Accumulated losses	(200) ––––––––––––	(407) ––––––––––––
Equity	767 ––––––––––––	560 ––––––––––––
Trade and other payables	37 ––––––––––––	15 ––––––––––––
Total liabilities	37 ––––––––––––	15 ––––––––––––
Total equity and liabilities	804 –––––––––––– ––––––––––––	575 –––––––––––– ––––––––––––

Source: Audited financial statements

Summary income statements

Summarised below are the audited income statements of the Company for the 13-month period from incorporation on 1 March 2016 to 31 March 2017 and the 9-month period ended 31 December 2017:

	Audited	Audited
	13 months	9 months
	ended	ended
	31 March	31 December
	2017	2017
	£'000	£'000
Administrative expenses	(200) ––––––––––––	(207) ––––––––––––
Loss before taxation	(200) ––––––––––––	(207) ––––––––––––
Taxation	– ––––––––––––	– ––––––––––––
Comprehensive loss on ordinary activities retained	(200) –––––––––––– ––––––––––––	(207) –––––––––––– ––––––––––––

Source: Audited financial statements

Summary cash flow statements

Summarised below are the audited cash flow statements of the Company for the 13-month period from incorporation on 1 March 2016 to 31 March 2017 and the 9-month period ended 31 December 2017:

	Audited	Audited
	13 months	9 months
	ended	ended
	31 March	31 December
	2017	2017
	£'000	£'000
Net loss before tax	(200)	(207)
Increase in trade and other receivables	(7)	(3)
Increase/(decrease) in trade and other payables	37 ––––––––––––	(22) ––––––––––––
Net cash used in operating activities	(170) ––––––––––––	(232) ––––––––––––
Ordinary Shares issued (net of issue costs)	967 ––––––––––––	– ––––––––––––
Net cash from financing activities	967 ––––––––––––	– ––––––––––––
Net cash increase/(decrease) in cash and cash equivalents	797 ––––––––––––	(232) ––––––––––––
Cash brought forward	–––––––––––– – ––––––––––––	–––––––––––– 797 ––––––––––––
Cash carried forward	797 –––––––––––– ––––––––––––	565 –––––––––––– ––––––––––––

Source: Audited financial statements

Operating and financial review for the 13-month period ended 31 March 2017

The Company was incorporated on 1 March 2016, issuing 2 Ordinary Shares for £nil consideration. On 6 April 2016, the Company issued a further 9,000,000 Ordinary Shares at 0.5p each, raising cash of £45,000. A further 8,750,100 Ordinary Shares were issued between 19 April 2016 and 15 August 2016 at 2p each, raising cash of £175,000. On 15 February 2017, the Company and its Ordinary Shares were admitted to trading on the Main Market of the London Stock Exchange. On this date, the Company undertook a placing of 30,433,242 Ordinary Shares at 3p each, raising cash of £912,997. From the above Ordinary Share issues, a total of £1,132,997 of cash was received by the Company. From this amount, associated admission costs of £166,125 were paid in cash, resulting in the Company receiving net cash proceeds from the issue of Ordinary Shares of £966,872.

During the 13-month period ended 31 March 2017, the Company incurred administrative expenditure of £200,000, of which £170,000 was paid in cash during the period and £30,000 remained outstanding as at 31 March 2017. As at 31 March 2017, the Company had cash reserves of £797,000.

During the 13-month period ended 31 March 2017, the £200,000 administrative expenditure comprised professional fees of £78,000, Directors' remuneration of £50,000, listing fees of £32,000, audit fees of £14,000 and other sundry expenditure of £26,000.

Operating and financial review for the 9-month period ended 31 December 2017

During the 9-month period ended 31 December 2017, no shares were issued by the Company and no revenues were earned. As such, the Company incurred a net cash outflow by virtue of it incurring administrative expenditure during the period of £232,000, of which £208,000 related to period and a further £24,000 related to the settlement of brought forward trade payables. As at 31 December 2017, the Company had cash reserves of £565,000.

During the 9-month period ended 31 December 2017, the £208,000 administrative expenditure comprised Directors' remuneration of £70,000, professional fees of £60,000, listing fees of £21,000, brokers' fees of £17,000, audit fees of £11,000 and other sundry expenditure of £29,000.

PART X

(B) OPERATING AND FINANCIAL REVIEW OF THE MSL GROUP

The following operating and financial review contains financial information that has been extracted or derived without material adjustment from the MSL Group's audited financial information for the 3 years ended 31 December 2017 included in Part VII(B) "Historical Financial Information of the MSL Group", prepared in accordance with IFRS.

The following discussion should be read in conjunction with the other information in this Prospectus, in particular with the entire Part VII(B) "Historical Financial Information of the MSL Group". This discussion contains forward-looking statements, which, although based on assumptions that the Directors consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those expressed or implied by the forward-looking statements. Investors should read the notice in relation to forward looking statements contained on page 31 of this Document.

The key risks and uncertainties, include, but are not limited to those described in the section of this Prospectus entitled "Risk Factors" on pages 19 to 32 of this Document.

Summary statements of financial position

Summarised below are the audited statements of financial position of the MSL Group as at 31 December 2015, 31 December 2016 and 31 December 2017:

	Audited	Audited	Audited
	as at	as at	as at
	31 December	31 December	31 December
	2015	2016	2017
	\$'000	\$'000	\$'000
Non-current assets
Intangible assets	2,968	3,036	3,113
Other fixed assets	108	109	1
	––––––––––––	––––––––––––	––––––––––––
Current assets
Sundry debtors and prepayments	99	8	12
Cash and cash equivalents	783 ––––––––––––	215 ––––––––––––	564 ––––––––––––
Total current assets	882 ––––––––––––	223 ––––––––––––	576 ––––––––––––
Current liabilities
Convertible loan notes	–	–	1,061
Trade and other payables	1,478	1,353	1,037
Total current liabilities	1,478 ––––––––––––	1,353 ––––––––––––	2,098 ––––––––––––
Net assets	2,480 ––––––––––––	2,015 ––––––––––––	1,592 ––––––––––––
Equity
Share capital	701	1,701	1,701
Share reserve	2,385	1,500	1,500
Translation reserve	–	(2)	7
Retained earnings	(606)	(1,184)	(1,616)
Total equity	–––––––––––– 2,480	–––––––––––– 2,015	–––––––––––– 1,592
	–––––––––––– ––––––––––––	–––––––––––– ––––––––––––	–––––––––––– ––––––––––––

Source: Audited financial statements

Summary income statements

		Audited
		year ended
		31 December
		2017
\$'000	\$'000	\$'000
(285)	(294)	(299) ––––––––––––
(14)	(284)	(43)
(299)	(578)	(342) ––––––––––––
5	–	21
–	–	(111)
5	–	(90) ––––––––––––
(294)	(578)	(432) ––––––––––––
		–
–	(2)	9 ––––––––––––
–	(2)	9 ––––––––––––
(294) –––––––––––– ––––––––––––	(580) –––––––––––– ––––––––––––	(423) –––––––––––– ––––––––––––
	Audited year ended 31 December 2015 –––––––––––– –––––––––––– –––––––––––– –––––––––––– – –––––––––––– ––––––––––––	Audited year ended 31 December 2016 –––––––––––– –––––––––––– –––––––––––– –––––––––––– – –––––––––––– ––––––––––––

Source: Audited financial statements

Summary cash flow statements

Summarised below are the audited cash flow statements of the MSL Group for each of the 3 years ended 31 December 2017:

	Audited	Audited	Audited
	Year ended	Year ended	Year ended
	31 December	31 December	31 December
	2015	2016	2017
	\$'000	\$'000	\$'000
Net loss before tax Finance expenses Finance income (Increase)/decrease in prepayments and other receivables Increase in trade and other payables	(294) – (5) (95) 21 ––––––––––––	(578) – – 92 2 ––––––––––––	(432) 111 – (4) 4 ––––––––––––
Net cash used in operating activities	(373)	(484)	(321)
	––––––––––––	––––––––––––	––––––––––––
Exploration Expenditure (Purchase)/Disposal of fixed assets Deferred Consideration Paid	– – (119) ––––––––––––	(68) (1) (130) ––––––––––––	(77) 108 (203) ––––––––––––
Net cash (used in) investing activities	(119)	(199)	(280)
	––––––––––––	––––––––––––	––––––––––––
Shares issued (net of issue costs) Convertible loan notes issued (net of issue costs)	885 – ––––––––––––	115 – ––––––––––––	– 950 ––––––––––––
Net cash from financing activities	885	115	950
	––––––––––––	––––––––––––	––––––––––––
Net cash increase/(decrease) Cash brought forward	393 390 ––––––––––––	(568) 783 ––––––––––––	349 215 ––––––––––––
Cash carried forward	783	215	564
	––––––––––––	––––––––––––	––––––––––––
	––––––––––––	––––––––––––	––––––––––––

Source: Audited financial statements

Results for the year ended 31 December 2015

During the year ended 31 December 2015, no revenues were earned by the MSL Group on the basis that the MSL Group's activities were focussed on exploration activities in Morocco. During the year, the MSL Group incurred exploration expenditure on its permit and licence portfolio of \$14,000. Other administrative expenditure of \$285,000 included \$100,000 of wages and salaries, \$36,000 of consultancy fees, \$30,000 of professional fees, \$25,000 of travel and \$73,000 of other expenditure.

At the start of the year, the MSL Group had cash reserves of \$390,000. The above expenditure was financed by shareholders' loans which, at the end of the year, increased the MSL Group's cash reserves to \$783,000.

Results for the year ended 31 December 2016

During the year ended 31 December 2016, no revenues were earned by the MSL Group on the basis that the MSL Group's activities remained focussed on exploration activities in Morocco.

During the year, the MSL Group incurred exploration expenditure on its permit and licence portfolio of \$284,000. Other administrative expenditure of \$294,000 included \$120,000 of wages and salaries, \$44,000 of professional fees, \$33,000 of travel, \$32,000 of consultancy fees, \$30,000 of accountancy fees and \$35,000 of other expenditure.

At the start of the year, the MSL Group had cash reserves of \$783,000. After settling the above exploration and administration costs of \$578,000 and repaying \$488,000 of shareholder loans, the MSL Group had a negative cash deficit of \$215,000 as at 31 December 2016.

Results for the year ended 31 December 2017

During the year ended 31 December 2017, no revenues were earned by the MSL Group on the basis that the MSL Group's activities remained focussed on exploration activities in Morocco.

During the year, the MSL Group incurred exploration expenditure on its permit and licence portfolio of \$43,000. Other administrative expenditure of \$296,000 included \$145,000 of wages and salaries, \$36,000 of professional fees, \$34,000 of consultancy fees, \$34,000 of travel, \$17,000 of accountancy fees, \$16,000 of technical services, and \$14,000 of other expenditure.

At the start of the year, the MSL Group had a cash reserve of \$215,000. Additional cash reserves of \$950,000 were received from the issue of convertible preferences shares. After settling the exploration and administrative costs of \$339,000 and the receipt of additional shareholders' loans of \$304,000, the MSL Group had cash reserves of \$564,000 as at 31 December 2017.

PART XI

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 is subject to change, possibly with retrospective effect. The following summary does not constitute legal or tax advice and applies only to persons subscribing for Placing 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 Ordinary Shares (and the shares are not held through an Individual Savings Account or a Self-Invested Personal Pension) and who have not acquired their Ordinary 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 any of the countries in which the Company has assets or in the Isle of Man or the United Kingdom (or in any other country in which a subsidiary of the Company through which an Acquisition is made, 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 Ordinary 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.

2. United Kingdom Corporate taxation

The statements set out below are intended only as a general guide to certain aspects of current United Kingdom tax law and practice as at the date of this document. The summary does not purport to be a complete analysis of all tax issues for the Company or the holders of Ordinary Shares. Prospective purchasers of Ordinary Shares are advised to consult their own tax advisers on the taxation consequences of the acquisition, ownership and disposal of Ordinary Shares.

3. United Kingdom taxation

The following information is based on UK tax law and HM Revenue and Customs ("HMRC") practice currently in force in the UK. Such law and practice (including, without limitation, rates of tax) is in principle subject to change at any time. The information that follows is for guidance purposes only. Any person who is in any doubt about his or her position should contact their professional advisor immediately.

3.1 Tax treatment of UK investors

The following information, which relates only to UK taxation, is applicable to persons who are resident in the UK and who beneficially own Ordinary Shares as investments and not as securities to be realised in the course of a trade. It is based on the law and practice currently in force in the UK. The information is not exhaustive and does not apply to potential investors:

• (a) who intend to acquire, or may acquire (either on their own or together with persons with whom they are connected or associated for tax purposes), more than 10 per cent., of any of the classes of shares in the Company; or
• (b) who intend to acquire Ordinary Shares as part of tax avoidance arrangements; or
• (c) who are in any doubt as to their taxation position.

Such Shareholders should consult their professional advisers without delay. Shareholders should note that tax law and interpretation can change and that, in particular, the levels, basis of and reliefs from taxation may change. Such changes may alter the benefits of investment in the Company. Shareholders who are neither resident nor temporarily non-resident in the UK and who do not carry on a trade, profession or vocation through a branch, agency or permanent establishment in the UK with which the Ordinary Shares are connected, will not normally be liable to UK taxation on dividends paid by the Company or on capital gains arising on the sale or other disposal of Ordinary Shares. Such Shareholders should consult their own tax advisers concerning their tax liabilities.

3.2 Dividends

Where the Company pays dividends, Shareholders who are resident in the UK for tax purposes will, depending on their circumstances, be liable to UK income tax or corporation tax on those dividends. UK resident individual Shareholders who are domiciled in the UK, and who hold their Shares as investments, will be subject to UK income tax on the amount of dividends received from the Company. Dividend income received by UK tax resident individuals will have a £2,000 dividend tax allowance. Dividend receipts in excess of £2,000 will be taxed at 7.5 per cent. for basic rate taxpayers, 32.5 per cent. for higher rate taxpayers, and 38.1 per cent. for additional rate taxpayers.

Shareholders who are subject to UK corporation tax should generally, and subject to certain anti-avoidance provisions, be able to claim exemption from UK corporation tax in respect of any dividend received but will not be entitled to claim relief in respect of any underlying tax or withholding tax imposed.

3.3 Disposals of Ordinary Shares

Any gain arising on the sale, redemption or other disposal of Ordinary Shares will be taxed at the time of such sale, redemption or disposal as a capital gain. The rate of capital gains tax on disposal of Ordinary Shares by basic rate taxpayers will be 10 per cent., and for upper rate and additional rate taxpayers the rate will be 20 per cent.

For Shareholders within the charge to UK corporation tax, indexation allowance may reduce any chargeable gain arising on disposal of Ordinary Shares but will not create or increase an allowable loss. Subject to certain exemptions, the corporation tax rate applicable to its taxable profits is currently 19 per cent., falling to 17 per cent. after 1 April 2020. The indexation allowance has been removed from gains accruing after 1 January 2018.

3.4 Further information for Shareholders subject to UK income tax and capital gains tax "Transactions in securities"

The attention of Shareholders (whether corporates or individuals) within the scope of UK taxation is drawn to the provisions set out in, respectively, Part 15 of the Corporation Tax Act 2010 and Chapter 1 of Part 13 of the Income Tax Act 2007, which (in each case) give powers to HMRC to raise tax assessments so as to cancel "tax advantages" derived from certain prescribed "transactions in securities".

3.5 Stamp Duty and Stamp Duty Reserve Tax ("SDRT")

The statements below are intended as a general guide to the current position. They do not apply to certain intermediaries who are not liable to stamp duty or SDRT or (except where stated otherwise) to persons connected with depositary arrangements or clearance services who may be liable at a higher rate.

• (a) No UK stamp duty or stamp duty reserve tax will be payable on the issue of the Ordinary Shares.
• (b) Most investors will purchase existing Ordinary Shares using the CREST paperless clearance system and these acquisitions will be subject to SDRT at 0.5 per cent. Where Ordinary Shares are acquired using paper (i.e. non-electronic settlement) Stamp Duty will become payable if the purchase consideration exceeds £1,000, but only if the document is in the UK.

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 law 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 XII

ADDITIONAL INFORMATION

1. Responsibility statement

The Directors, and the Proposed Directors, whose names appear on page 39, and the Company accept responsibility for the information contained in this Document. To the best of the knowledge of the Directors, the Proposed Directors and the Company (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. The Company

• 2.1 The Company was incorporated with limited liability and an indefinite life under the laws of the Isle of Man under the IOM Companies Act on 1 March 2016, with number 013301V, under the name Emmerson Plc.
• 2.2 The principal legislation under which the Company operates, and pursuant to which the Ordinary Shares have been created, is the IOM Companies Act.
• 2.3 The Company's registered office is at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP. The Company's telephone number is +44 (0)1624 681250.
• 2.4 On 21 July 2016, the Company adopted the Articles in substitution for and to the exclusion of the Company's then existing articles of association. The Company operates in conformity with its Articles and the laws of the Isle of Man.
• 2.5 As at 8 May 2018, the latest practicable date prior to publication of this Document, the Company did not have any subsidiaries nor did it own any shares in any company.
• 2.6 On 4 April 2018 the Board of Directors of the Company passed resolutions to approve a change to the financial year end of the Company to 31 December. The change to the Company's year-end was to make the Company's financial reporting consistent with the year-end date for the MSL Group. As at the date of this Document the accounting reference date of the Company is 31 December.
• 2.7 The Company currently is and following Re-Admission will continue to be subject to the Listing Rules, Disclosure Guidance and Transparency Rules (and the resulting jurisdiction of the UK Listing Authority), to the extent such rules apply to companies with a Standard Listing pursuant to Chapter 14 of the Listing Rules.

3. Share capital

The following is a summary of the changes in the issued share capital of the Company from incorporation:

Issue of Shares

• 3.1 On incorporation of the Company, one fully paid subscriber Ordinary Share was issued at nil consideration.
• 3.2 On 1 April 2016, the Company issued 9,000,000 Ordinary Shares in aggregate to the Founders at 0.5p each.
• 3.3 During the period from 5 August 2016 to 8 September 2016, the Company issued 8,750,100 Ordinary Shares in aggregate to certain unrelated investors at 2p each.

• 3.4 On the Initial Admission the Company issued 30,433,242 Ordinary Shares to certain institutional and other investors at 3p each.

• 3.5 Subject to Re-Admission the Company shall issue:

• (a) 333,333,333 Consideration Shares to the Vendors on completion of the Acquisition, issued as fully paid shares each at an implied price of 3p;
• (b) 30,115,708 CLN Shares in full repayment and satisfaction of the MSL Notes, issued as fully paid shares each at an implied price of 3p;
• (c) 14,500,000 Fee Shares to Max Capital in accordance with the Max Capital Engagement Letter, issued as fully paid shares each at an implied price of 3p; and
• (d) 200,000,000 Placing Shares in aggregate pursuant to the Placing to certain institutional and other investors at 3p each.
• 3.6 In relation to the Placing Shares the Company has agreed, under the terms of the Placing Agreement (further details of which are set out at paragraph 23.1 of Part XII of this Document) to pay commission to Optiva equal to 5 per cent. of the value of the Placing Shares procured from investors introduced to the Placing by Optiva (the "Optiva Placing Shares"), and 1 per cent. of the value of the Placing Shares procured from investors introduced by the Company or MSL where Optiva acts as the placing agent. In relation to the Placing Shares, commission payable to Optiva is £300,000 (plus VAT). In addition, the Company agreed to grant Optiva a warrant over new Ordinary Shares representing 5 per cent. of the Optiva Placing Shares (exercisable for a period of two year at the Placing Price).
• 3.7 The issued share capital of the Company at the date of this Document, not including the Consideration Shares, the CLN Shares, the Fee Shares and the Placing Shares (in each case issued conditional upon Re-Admission) is as follows:

	Issued (fully paid)	Number
	Ordinary Shares	48,183,344
3.8	Upon Re-Admission, the issued share capital of the Company will be as follows:
	Issued (full paid)	Number
	Ordinary Shares	626,132,385

Grant of Options and Warrants

3.9 As at the date of this Document the Company has granted, subject to Admission, the following Options:

	Number of	Date of	Expiry of	Exercise
Name of Option Holder	Options	Grant	Option Period	Price
Robert Wrixon	6,000,000	Admission	5 years	£0.03
Hayden Locke	12,000,000	Admission	5 years	£0.03
Ed McDermott	6,000,000	Admission	5 years	£0.03
Other management and consultants	18,500,000 ––––––––––––––	Admission	5 years	£0.03
TOTAL	42,500,000 –––––––––––––– ––––––––––––––

• 3.10 The Company intends to grant options to subscribe for new Ordinary Shares from time to time to incentivise directors, employees and consultants at the discretion of the Directors and subject to the approval of the remuneration committee or, if such committee has not been established at the time, the Board. Options granted to subscribe for new Ordinary Shares in this manner will not exceed 10 per cent. of the Company's issued Ordinary Shares from time to time without the prior approval of the Shareholders (the "Option Plan"). As at the date of Admission, the Company has a total of 27,070,265 options reserved under the Option Plan which have not been issued or allocated, and which it intends to grant to employees, management and consultants in the future. The terms of such options shall be determined at the time of grant.
• 3.11 As noted in paragraph 13 of Part III of this document, a term of the Options is that the respective holder shall not exercise rights under the Option (and require new Ordinary Shares to be issued to such party) to the extent that to do so would result in their interest in Ordinary Shares, or the interest of any Concert Party (as defined in the City Code) of which they are a member, being equal to or greater than 30 per

cent. (the threshold under Rule 9 of the City Code above which such individual or Concert Party is required to make a mandatory offer for the outstanding shares of the Company).

• 3.12 The Company also intends to adopt an incentive plan under which it may award new Ordinary Shares to directors, employees and consultants pursuant to a standard share incentive scheme approved by the remuneration committee or, if such committee has not been established at the time, the Board. It is intended that any individual awards under the scheme will be subject to vesting and performance conditions. New Ordinary Shares under this plan will not exceed 10 per cent. of the Company's issued Ordinary Shares from time to time without the prior approval of the Shareholders.
• 3.13 As at the date of this Document the Company has the following Warrants outstanding:

Name of Warrant Holder	Number of Warrants	Date of Grant	Expiry of Warrant Period	Exercise Price
Optiva Securities Limited Peterhouse Corporate Finance Limited Novum Securities Limited	388,333 333,333 333,333 ––––––––––––––	IPO Admission IPO Admission IPO Admission	Three Years Three Years Three Years	£0.03 £0.03 £0.03
TOTAL	1,054,999 –––––––––––––– ––––––––––––––

3.14 In addition, the Company has agreed to issue the following warrants on Admission:

Name of Warrant Holder	Number of Warrants	Date of Grant	Expiry of Warrant Period	Exercise Price
Optiva Securities Limited Beaumont Cornish Limited	10,000,000 333,333 ––––––––––––––	Admission Admission	Two Years Two Years	£0.03 £0.03
TOTAL	10,333,333 –––––––––––––– ––––––––––––––

3.15 Further details regarding the terms of the Options and Warrants are set out at paragraph 5 of Part XII of this Document.

General

• 3.16 Except as otherwise described herein, all the issued Ordinary Shares are in registered form, and capable of being held in certificated or uncertificated form. The Transfer Agent will be responsible for maintaining the Company's register of members and arranging for it to be kept at a location within the Isle of Man. Temporary documents of title will not be issued. The ISIN of the Ordinary Shares is IM00BDHDTX83. The SEDOL of the Ordinary Shares is BDHDTX8.
• 3.17 The Ordinary Shares will rank in full for all dividends or other distributions hereafter declared, made or paid on the Ordinary Shares and the Consideration Shares, the CLN Shares, the Fee Shares and the Placing Shares will rank pari passu in all other respects with the Existing Ordinary Shares in issue on Re-Admission.
• 3.18 The issue of the Placing Shares, the Fee Shares and the CLN Shares (in each case for cash) are subject to the pre-emption rights set out in the Articles and will be subject to approval by Shareholders pursuant to Resolution 4 at the General Meeting.
• 3.19 Pursuant to Resolution 4 at the General Meeting, it is proposed that Shareholders approve an ordinary resolution to authorise the Company, following Admission, to issue an additional 500,000,000 new Ordinary Shares free from pre-emption in the period from Admission until the date of the Company's next annual general meeting (except that the Directors may allot new Ordinary Shares pursuant to this authority in pursuance of an offer or agreement made prior to the annual general meeting of the Company next following the passing of this resolution and which requires new Ordinary Shares to be allotted after such meeting).
• 3.20 Application will be made for the Enlarged Issued Share Capital 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. A Standard Listing will afford investors in the Company a lower level of regulatory protection than that afforded to investors in companies with Premium Listings on the Official List, which are subject to additional obligations under the Listing Rules. It should be noted that the UKLA will not have authority to (and will not) monitor the Company's compliance with any of the Listing Rules that 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 to so comply.

3.21 Save as disclosed in paragraph 3 of this Part XII as at the date of this Document:

• (a) no issued Ordinary Shares of the Company are under option or have been agreed conditionally or unconditionally to be put under option;
• (b) no Ordinary 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 Ordinary Share or loan capital of the Company;
• (d) no persons have preferential subscription rights in respect of any Ordinary 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.
• (f) the Company will have no short, medium or long term indebtedness.

4. Substantial Shareholders

4.1 Save for the interests of the Directors and Key Management, which are set out in paragraph 6 of this Part III, the Company is aware of the following persons who hold, or will on Re-Admission hold, directly or indirectly, voting rights representing 5 per cent. or more of the Voting Rights of the Company (excluding any rights over unissued Ordinary Shares of the Company):

	Number of			Percentage of
	Ordinary Shares	Percentage of		Number of Issued Ordinary
		as at the date Current Issued	Ordinary Shares	Shares on
Shareholder	of this Document	Share Capital	on Re-Admission	Re-Admission
Robert Wrixon*	NIL	NIL	44,233,411	7.06%
Heshin Kim	NIL	NIL	41,278,677	6.59%
Mohamed Aghmir	NIL	NIL	31,914,894	5.10%

• * Mr Wrixon's shareholding is held by Good Spirit International Limited, a company of which Mr Wrixon is the sole legal and beneficial owner.
• 4.2 The Company is not aware of any person who, either as at the date of this Document or immediately following the Re-Admission, exercises, or could exercise, directly or indirectly, jointly or severally, control over the Company.
• 4.3 Any person who is directly or indirectly interested in five per cent. (5 per cent.) or more of the Company's Voting Rights, is required to notify such interests to the Company in accordance with the provisions of Chapter 5 of the Disclosure and Transparency Rules, and such interests will be notified by the Company to the public.
• 4.4 No Shareholder of the Company holds any class of share that at the date of this Document or following Re-Admission will have different Voting Rights from other holders of Ordinary Shares.

5. Options

5.1 The Directors are authorised to issue new Ordinary Shares pursuant to options granted to certain management and employees of Group Companies constituting in aggregate up to 10 per cent. of the Issued Shares from time to time.

5.2 As at the date of this Document the Company has granted the following options to current and former Directors and key management of the Company (the "Options"):

Name of Option Holder	Number of Options	Date of Grant	Expiry of Option Period	Exercise Price
Robert Wrixon	6,000,000	Admission	5 years	£0.03
Hayden Locke	12,000,000	Admission	5 years	£0.03
Ed McDermott	6,000,000	Admission	5 years	£0.03
Jeffrey Lindhorst (Country Manager)	1,500,000	Admission	5 years	£0.03
Said Hamdioui	6,000,000	Admission	5 years	£0.03
Other management and consultants	11,000,000	Admission	5 years	£0.03
TOTAL	–––––––––––––– 42,500,000 –––––––––––––– ––––––––––––––

5.3 As at the date of this Document all options granted by the Company have been issued under individual deeds of option grant. The terms of the respective option deeds are set out below:

Option Holder	Terms of Option Deed
Directors	Options vest 25% on Admission, 25% on the 6 month anniversary of Admission, 25% on the first anniversary of Admission and 25% on the 18 month anniversary of Admission
Jeffrey Lindhorst	Options vest 12 months after grant date, subject to certain conditions more fully described in paragraph 38.6 below
Other management and consultants	Options vest 25% on Admission, 25% on the 6 month anniversary of Admission, 25% on the first anniversary of Admission and 25% on the 18 month anniversary of Admission

• 5.4 Subject to Re-Admission the Options entitle holders to subscribe for a total of 42,500,000 Ordinary Shares representing 6.11 per cent. of the fully diluted Issued Ordinary Shares of the Company upon Re-Admission, assuming full exercise of such Options.
• 5.5 The Company intends to grant options to subscribe for new Ordinary Shares from time to time to incentivise directors, employees and consultants at the discretion of the Directors and subject to the approval of the remuneration committee or, if such committee has not been established at the time, the Board. Options granted to subscribe for new Ordinary Shares in this manner will not exceed 10 per cent. of the Company's issued Ordinary Shares from time to time without the prior approval of the Shareholders (the "Option Plan"). As at the date of this Document the Company has a total of 27,070,265 options reserved under the Option Plan which have not been allocated, and which it intends to grant to employees, management and consultants in the future. The terms of such options shall be determined at the time of grant.

6. Directors' and Key Management's interests

6.1 The interests of the Directors and of Key Management and their respective Connected Persons in the issued share capital of the Company, on Re-Admission, all of which are beneficial, are as follows:

						Total Ordinary
						Shares and
	Number of	Number of	Number of	Number of	Number of	% interest in
	Ordinary Shares	Consideration		CLN Shares Placing Shares		Fee Shares Issued Ordinary
	as at the date	Shares subject	subject to	subject to	subject to	Shares on
Name	of this Document	to Re-Admission	Re-Admission	Re-Admission	Re-Admission	Re-Admission*
Robert Wrixon**	NIL	44,233,411	NIL	NIL	NIL	44,233,411
						7.06%
Cameron Pearce	6,000,001	NIL	NIL	NIL	NIL	6,000,001
						1.04%
Sam Quinn	3,000,001	NIL	NIL	NIL	NIL	3,000,001
						0.52%
Hayden Locke	NIL	827,423	NIL	NIL	NIL	827,423
						0.13%
Ed McDermott	NIL	NIL	NIL	NIL	NIL	NIL
						NIL%

• * Excludes interests in Ordinary Shares pursuant to options granted to certain management and employees of Group Companies over Ordinary Shares ("Options"). As at the date of this Document and conditional upon Re-Admission Robert Wrixon was interested in Options over 6,000,000 Ordinary Shares, Hayden Locke was interested in Options over 12,000,000 Ordinary Shares (granted to Mr Locke's consulting company Bentley Capital Limited), and Ed McDermott was interested in Options over 6,000,000 Ordinary Shares. Mr Jeffrey Lindhorst, the Exploration manager of MSL is interested in Options over a total of 1,500,000 new Ordinary Shares. Mr Said Hamdioui,, director of MSL Minerals SARL (MSL's wholly owned Moroccan subsidiary will be granted 6,000,000 options on Admission in accordance with the terms of his consulting agreement with MSL. All of the options are exercisable at the Placing Price.
• ** Mr Wrixon's shareholding is held by Good Spirit International Limited, a company of which Mr Wrixon is the sole legal and beneficial owner.
• 6.2 Save as disclosed in this paragraph 6 and the Options disclosed in paragraph 5 of this Part XII, as at the date of this Document, no Directors, Key Management or members of the administrative, management or supervisory bodies have any interests in options or warrants or in the issued share capital of the Company.

7. Memorandum and Articles of Association

The Company is incorporated in the Isle of Man as an Isle of Man company under the provisions of the IOM Companies Act and therefore is subject to Isle of Man law. Certain provisions of the IOM Companies Act are summarised below. The following is not intended to provide a comprehensive review of the applicable law, or of all provisions which differ from equivalent provisions in jurisdictions, with which interested parties may be more familiar. This summary is based upon the law and the interpretation of the law applicable as at the date of this Document and is subject to change.

7.1 Memorandum of Association

The IOM Companies Act provides that the memorandum of association of a company may contain a statement specifying the purposes for which a company is established or the business, activities or transactions which the company is permitted to undertake or the restrictions (if any) upon such purposes, business, activities or transactions for which the company is established. Any such statement is without prejudice to the provision of the IOM Companies Act stating that a company has unlimited capacity to carry on or undertake any business or activity and to do or be subject to any act or to enter into any transaction. The memorandum of association of the Company does not set forth any purposes for which the Company was established or any other restrictions or limitations on the exercise of its rights, powers and privileges.

7.2 Shares

Subject to any limitation or provisions to the contrary contained in the memorandum or articles of association of a company, the issuance of shares and other securities in a company are under the control of its directors. Under the Articles, following Admission, all unissued shares in the Company shall be at the disposal of the Board who, subject to being authorised to do so by the Company by an ordinary resolution, may allot (with or without conferring rights of renunciation), grant options over, offer or otherwise deal with or dispose of them or rights to subscribe for or convert any security into shares to such persons, at such times and generally on such terms and conditions as the Board may decide.

7.3 Articles of Association

Shares are defined in the Articles as "a share in the capital of the Company". The rights attaching to the shares, as set out in the Memorandum and the Articles, and other key provisions, are set out as follows.

7.3.1 Rights of Shareholders

The Articles provide that each Ordinary Share confers upon the Shareholder:

• (a) the right to one vote on a show of hands and on a poll to one vote for every share of which he is the holder at a meeting of the Shareholders;
• (b) the right to receive dividends according to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid by the Company; and
• (c) the right in the distribution of the surplus assets of the Company on its liquidation to a share in proportion to the amount to which, at the commencement of the winding, the shares held by him are paid up.

7.3.2 Variation of rights

Subject to the provisions of the IOM Companies Act, if at any time the share capital of the Company is divided into shares of different classes any of the rights for the time being attached to any share or class of shares in the Company (and notwithstanding that the Company may be or be about to be in liquidation) may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three quarters of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class duly convened and held as provided in the Articles (but not otherwise). The foregoing provisions of this paragraph shall apply also to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the separate rights of which are to be varied. Subject to the terms of issue or the rights attached to any shares the rights or privileges attached to any class of shares shall be deemed not to be varied or abrogated by the Board resolving that a class of shares is to become or to cease to be a Participating Security (as defined in the Articles).

7.3.3 Transfers of shares

Each member may transfer all or any of his shares in the case of certificated shares by instrument of transfer in writing in any usual form or in any form approved by the Board or in the case of uncertificated shares without a written instrument in accordance with the CREST Regulations. Any written instrument shall contain the business or residential address of the transferee and be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect of it.

The Board may in its absolute discretion and without giving any reason refuse to register any transfer of a certificated share unless:

(a) it is in respect of a share which is fully paid up;

• (b) it is in respect of a share on which the Company has no lien;
• (c) it is in respect of only one class of shares;
• (d) it is in favour of a single transferee or not more than four joint transferees;
• (e) it is duly stamped (if so required);
• (f) it is delivered for registration to the registered agent of the Company or such other person as the Board may from time to time appoint, accompanied (except in the case of a transfer where a certificate has not been required to be issued) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor and the due execution by him of the transfer or if the transfer is executed by some other person on his behalf, the authority of that person to do so; and
• (g) the holding of such share would not result in a regulatory, pecuniary, legal, taxation or material administrative disadvantage for the Company or its shareholders as a whole, provided that such discretion may not be exercised in such a way as to prevent dealings in such share from taking place on an open and proper basis. Additionally, the Board will not exercise such discretion if it would conflict with the Listing Rules.

No transfer of any share shall be made:

• (a) to a minor; or
• (b) to a bankrupt; or
• (c) to any person who is, or may be, suffering from a mental disorder and either:
• (i) has been admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 (an Act of Parliament) or any similar statute relating to mental health (whether in the United Kingdom, the Isle of Man or elsewhere); or
• (ii) an order has been made by any court having jurisdiction (whether in the United Kingdom, the Isle of Man or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs,

and the Directors shall refuse to register the purported transfer of a share to any such person.

7.3.4 Pre-emption rights of Shareholders

Subject as indicated in the paragraphs below, and unless the Company shall by special resolution otherwise direct, unissued shares in the capital of the Company shall only be allotted for cash in accordance with the provisions of the Articles.

• (a) all shares to be allotted (the "offer shares") shall first be offered to the members of the Company who the Directors determine can be offered such shares without the Company incurring securities offering compliance costs which, in the opinion of the Directors, would be burdensome given the number of members in the relevant jurisdiction in relation to which such compliance costs would be incurred (the "relevant members");
• (b) the offer to relevant members set out in sub-paragraph (a) above (the "offer") shall be made in proportion to the existing holdings of shares of relevant members;
• (c) the offer shall be made by written notice (the "offer notice") from the Directors specifying the number and price of the offer shares and shall invite each relevant member to state in writing within a period, not being less than 14 days, whether they are willing to accept any offer shares and, if so, the maximum number of offer shares they are willing to take;
• (d) at the expiration of the time specified for acceptance in the offer notice the Directors shall allocate the offer shares to or amongst the relevant members who shall have notified to the Directors of their willingness to take any of the offer shares but so that no relevant member shall be obliged to take more than the maximum number of shares notified by him under sub-paragraph I (c) above; and

(e) if any offer shares remain unallocated after the offer, the Directors shall be entitled to allot, grant options over or otherwise dispose of those shares to such persons on such terms and in such manner as they think fit save that those shares shall not be disposed of on terms which are more favourable to their subscribers than the terms on which they were offered to the relevant members.

The provisions of the paragraphs above shall not, for the avoidance of doubt, apply to the allotment of any shares for a consideration other than cash or in connection with an employees' share scheme, and, accordingly, the Directors may allot or otherwise dispose of any unissued shares in the capital of the Company for a consideration other than cash to such persons at such times and generally on such terms as they may think fit.

Pursuant to Resolution 4 (b) at the General Meeting, it is proposed that Shareholders approve an ordinary resolution to authorise the Company, following Admission, to issue an additional 500,000,000 new Ordinary Shares free from pre-emption in the period from Admission until the date of the Company's next annual general meeting (except that the Directors may allot new Ordinary Shares pursuant to this authority in pursuance of an offer or agreement made prior to the annual general meeting of the Company next following the passing of this resolution and which requires new Ordinary Shares to be allotted after such meeting)

7.3.5 Purchase and Redemption of shares

Shares may be purchased, redeemed or otherwise acquired for any consideration provided that such redemption or acquisition does not contravene section 60 of the IOM Companies Act or the solvency test; the process for redemption or acquisition of shares shall be determined by the Directors in their absolute discretion and the Directors may, for the avoidance of doubt, permit an offer to one or more holders of shares in accordance with section 53(1)(b)(ii) of the IOM Companies Act, subject to section 54 of the IOM Companies Act. The date on which or by which, or dates between which, any redeemable shares are to be or may be redeemed may be fixed by the Directors and in such a case must be fixed by the Directors before the shares are issued.

7.3.6 Payment of dividends

Subject to the provisions of the IOM Companies Act and the Articles, the Company may, subject to the satisfaction of the solvency test, by resolution declare that dividends out of the Company's profits may be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board.

The Company satisfies the solvency test if (i) if it is able to pay its debts as they become due in the normal course of the Company's business; and (ii) the value of the Company's assets exceeds its liabilities.

The Board may, subject to the satisfaction of the solvency test, declare and pay such interim dividends (including any dividend payable at a fixed rate) as appear to the Board to be justified by the profits of the Company and the position of the Company. If at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends on shares which rank after shares conferring preferential rights with regard to dividend as well as on shares conferring preferential rights unless at the time of payment any preferential dividend is in arrears. Provided that the Board acts in good faith it shall not incur any liability to the holders of shares conferring preferential rights for any loss that they may suffer in consequence of the declaration or by the lawful payment of any interim dividend on any shares ranking after those with preferential rights.

All dividends, interest or other sum payable and unclaimed for twelve months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends unclaimed for a period of twelve years after having become due for payment shall (if the Board so resolves) be forfeited and shall revert to the Company.

Unless otherwise provided by the rights attached to the share no dividend or other moneys payable by the Company or in respect of a share shall bear interest as against the Company.

7.3.7 Return of capital

Under the Articles, if the Company is wound up, the surplus assets remaining after payment of all creditors are to be divided among the members in proportion to the amount to which, at the commencement of the winding, the shares held respectively by them are paid up and, if such surplus assets are insufficient to repay the whole of the paid up capital, they are to be distributed so that as nearly as may be the losses are borne by the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively, subject to the rights attached to any shares which may be issued on special terms or conditions.

7.3.8 Borrowing powers

The business and affairs of the Company may be managed by, or under the direction or supervision of the Board. The Board has all the powers necessary for managing and for directing and supervising, the business and affairs of the Company. Subject to the Articles and to the provisions of the IOM Companies Act, the Directors may exercise all the powers of the Company to borrow money, to guarantee, to indemnify and to mortgage or charge its undertaking, property, assets (present and future) and uncalled capital or any part or parts thereof and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

7.3.9 Directors

• (a) Unless and until otherwise determined by the Directors by resolution the number of Directors (other than any alternate Directors) shall be not less than two and there shall be no maximum number of Directors.
• (b) Subject to the provisions of the Articles, the Company may by resolution appoint a person who is willing to act to be a Director, either to fill a vacancy, or as an addition to the existing Board, and may also determine the rotation in which any additional Directors are to retire, but the total number of Directors shall not exceed any maximum number fixed in accordance with the Articles.
• (c) At every annual general meeting one third of the Directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to but not exceeding one third shall retire from office by rotation provided that if there is only one Director who is subject to retirement by rotation, he shall retire.
• (d) Without prejudice to the power of the Company to appoint any person to be a Director pursuant to the Articles the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, but the total number of Directors shall not exceed any maximum number fixed in accordance with the Articles. Any Director so appointed shall hold office only until the annual general meeting of the Company next following such appointment and shall then be eligible for re-election but shall not be taken into account in determining the number of Directors who are to retire by rotation at that meeting. If not re-appointed at such annual general meeting, he shall vacate office at the conclusion thereof.
• (e) The Company may by resolution remove any Director before the expiration of his period of office notwithstanding anything in the Articles or in any agreement between the Company and such Director and, without prejudice to any claim for damages which he may have for breach of any contract of service between him and the Company, may (subject to the Articles) by resolution appoint another person who is willing to act to be a Director in his place. Any person so appointed shall be treated, for the purposes of determining the time at which he or any other Director is to retire by rotation, as if he had become a Director on the day on which the person in whose place he is appointed was last appointed or reappointed a Director. In default of such appointment the vacancy arising upon the removal of a Director from office may be filled by a casual vacancy.
• (f) No shareholding qualification is required by a director.
• (g) The directors may by resolution of directors appoint officers of the Company at such times as may be considered necessary or expedient.

7.3.10 Meetings of Shareholders

The Board shall convene in each year a general meeting of the members of the Company called the annual general meeting; any annual general meeting so convened shall be held at such a time and place as the Board may determine.

All general meetings other than the annual general meeting shall be called extraordinary general meetings.

The Board may convene an extraordinary general meeting whenever it thinks fit. Shareholders holding not less than 10 per cent. of issued shares may, by requisition in writing convene a general meeting (pursuant to section 67(2) of the IOM Companies Act).

At any meeting so convened (or any meeting requisitioned pursuant to section 67(2) of the IOM Companies Act) no business shall be transacted except that proposed by the Board or stated by the requisition. If there are not sufficient members of the Board to convene a general meeting, any Director or any member of the Company may call a general meeting. Any annual general meeting and any extraordinary general meeting convened for the passing of a special resolution or a resolution appointing a person as a Director shall be convened by not less than twentyone clear days' notice in writing. Other extraordinary general meetings shall be convened by not less than fourteen clear days' notice in writing. Notwithstanding that a meeting is convened by a shorter notice than that specified in the Articles, it shall be deemed to have been properly convened if it is so agreed by all members entitled to attend and vote in the meeting.

No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business but the absence of a quorum shall not preclude the choice or appointment of a Chairman which shall not be treated as part of the business of the meeting. Subject to the provisions of Articles, two persons entitled to attend and to vote on the business to be transacted, each being a member present in person or a proxy for a member, or one person entitled to attend and to vote on the business to be transacted, being a member holding not less than one-tenth of the issued share capital of the Company and being present in person or by proxy, shall be quorum. The provisions of section 67(4) of the IOM Companies Act are excluded.

If within fifteen minutes (or such longer interval not exceeding one hour as the Chairman in his absolute discretion thinks fit) from the time appointed for the holding of a general meeting a quorum is not present, or if during a meeting such a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case, the meeting shall stand adjourned to later on the same day, to the same day in the next week at the same time and place, or to such other day and at such time and place as the Chairman (or, in default, the Board) may determine, being not less than fourteen nor more than twenty-eight days thereafter. If at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting one member present in person or by proxy or (being a corporation) by a duly authorised representative shall be a quorum. If no such quorum is present or, if during the adjourned meeting a quorum ceases to be present, the adjourned meeting shall be dissolved. The Company shall give at least seven clear days' notice of any meeting adjourned through lack of quorum (where such meeting is adjourned to a day being not less than fourteen nor more than twenty-eight days thereafter).

7.3.11 Management

The Company is managed by its Directors, consisting of not less than two directors, who each have full authority to bind the Company. As per the Articles, the management and control of the business of the Company shall be in and from the Isle of Man or such other place as the Board may determine from time to time. At the date of this Document, the Company is managed and controlled from the United Kingdom, however the location of the management and control of the Company may change in the future by a Board resolution.

Subject to the provisions of the IOM Companies Act, the Memorandum and the Articles and to any directions given by special resolution of the Company, the business of the Company shall be managed by the Board, which may exercise all the powers of the Company whether relating to the management of the business or not. No alteration of the Memorandum or the Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained in the Articles as to any specific power of the Board shall not be deemed to limit the general powers given by the Articles.

7.3.12 Accounting and auditing requirements

Under the Articles, the Board shall cause accounting records to be kept in accordance with the IOM Companies Act and shall keep such other books and registers as are necessary to comply with the IOM Companies Act.

The auditors shall examine the accounts of the Company and shall prepare a report on the truth and fairness of the balance sheet, profit and loss account and group accounts (if any).

A printed copy of the Directors' and auditors' reports accompanied by printed copies of the annual accounts (including every document required by law or regulations applicable to the Company to be comprised in them or annexed or attached to them) shall not less than twentyone clear days before the meeting before which they are to be laid, be delivered, sent by post or sent by Electronic Communication (as defined in the Articles) to every member and holder of debentures of the Company and to the auditors and to every other person who is entitled to receive notice of general meetings. However, the Articles shall not require a copy of those documents to be sent to any person who under the provisions of the Articles is not entitled to receive notices from the Company or of whose address the Company is unaware or to any holder of debentures of whose address the Company is unaware or to more than one of the joint holders of any shares or debentures. Any member to whom such documents are sent shall be entitled to receive a further copy, free of charge, on application at the office. If all or any of the shares in or debentures of the Company are listed or dealt in on any Stock Exchange (as defined in the Articles), there shall at the same time be forwarded to the secretary of that Stock Exchange such number of copies of each of those documents as the regulations of that Stock Exchange may require. The accidental omission to deliver or send a copy of any document required to be delivered or sent to any person pursuant to the Articles or the nonreceipt of any document by any person entitled to receive it does not invalidate any such document or the proceedings at any general meeting.

7.3.13 Inspection of corporate records

Under the Articles, the accounting records shall be kept at the registered office or (subject to the IOM Companies Act) at such other place as the Board thinks fit. No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by statute, by order of the court, by the Board or by resolution of the Company. Such records shall always be open for inspection by officers of the Company.

7.3.14 Winding up

The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

Under the Articles, if the Company is wound up, the surplus assets remaining after payment of all creditors are to be divided among the members in proportion to the amount to which, at the commencement of the winding, the shares held respectively by them are paid up and, if such surplus assets are insufficient to repay the whole of the paid up capital, they are to be distributed so that as nearly as may be the losses are borne by the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively, subject to the rights attached to any shares which may be issued on special terms or conditions.

If the Company is wound up the liquidator may, with the sanction of a special resolution of the Company and other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may for that purpose value any assets and determine how the division shall be carried out as between the members or different classes of members. Any such division may be otherwise than in accordance with the existing rights of the members but if any division is resolved otherwise than in accordance with such rights the members shall have the same right of dissent and consequential rights as if such resolution were a special resolution passed pursuant to section 222 of the Isle of Man Companies Act 1931 (which provision applies to the Company (with statutory modification) pursuant to the IOM Companies Act). The liquidator may with the like sanction vest the whole or any part of the whole of the assets in trustees on such trusts for the benefit of the members as he with the like sanction shall determine but no member shall be compelled to accept any assets on which there is liability.

A special resolution sanctioning a transfer or sale to another company duly passed pursuant to section 222 of the Isle of Man Companies Act 1931 (which provision applies to the Company (with statutory modification) pursuant to the IOM Companies Act) may in the like manner authorise the distribution of any shares or other consideration receivable by the liquidator among the members otherwise than in accordance with their existing rights and any such determination shall be binding on all the members, subject to the right of dissent and consequential rights conferred by the said section.

7.3.15 Disclosure of Interests in shares

The provisions of Chapter 5 of the Disclosure and Transparency Rules and section 793 of the UK Companies Act 2006 are incorporated by reference into the Articles.

Chapter 5 details the circumstances in which a person may be obliged to notify the Company that he has an interest in voting rights in respect of shares (a "notifiable interest"). An obligation to notify the Company arises: (a) when a person becomes or ceases to be interested (by way of a direct or indirect holding of shares or of certain "Qualifying Financial Instruments" (as defined in the Disclosure and Transparency Rules) or other instruments creating a long position on the economic performance of the shares) in three per cent. or more of the voting rights attaching to the shares; and (b) where such person's interests alters by a complete integer of one per cent. of the voting rights attaching to the shares.

The UK Companies Act 2006 permits the Company to serve a notice on any person where the Company has reasonable cause to believe such person is interested in the shares or has been interested in the shares at any time during the three years immediately preceding the date on which the notice is issued. Such notice may require the person to confirm or deny that he has or was interested in the shares and, if holds, or has during that time held, any such interest to give such further information as may be required in accordance with the Articles. Where such Shareholder fails to comply with the terms of the notice within the period specified in such notice the Shareholder will be in default (such Shareholder's shares being referred to as "Default Shares"). The Board may direct that voting rights and dividend rights be suspended in respect of Default Shares.

Under the Articles, a person must notify the Company of the percentage of its voting rights if, at any time after the date on which the Articles came into force the percentage of voting rights which he holds as shareholder or through his direct or indirect holding of financial instruments (or a combination of such holdings):

• (a) reaches, exceeds or falls below 3 per cent., 4 per cent., 5 per cent., 6 per cent., 7 per cent., 8 per cent., 9 per cent., 10 per cent. and each 1 per cent. threshold thereafter up to 100 per cent.; or
• (b) reaches, exceeds or falls below an applicable threshold in (a) as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the Articles.

A person shall not be required to aggregate his holdings in the circumstances prescribed in rule 5.4 of the Disclosure and Transparency Rules.

The Company must at the end of each calendar month during which an increase or decrease has occurred, notify to a Regulatory Information Service for distribution to the public the total number of voting rights and capital in respect of each class of share which it issues

A notification given in accordance with the Articles shall include the following information:

• (a) (on the date on which the Articles came into force) the percentage of voting rights held or may be exercised, or (at any time after the date on which the provisions as detailed in these paragraphs came into force) the resulting situation in terms of voting rights and the date on which the relevant threshold was reached or crossed;
• (b) if applicable, the chain of controlled undertakings through which voting rights are effectively held;
• (c) the identity of the shareholder, even if that shareholder is not entitled to exercise voting rights and of the person entitled to exercise voting rights on behalf of that shareholder;
• (d) the price, amount and class of shares concerned;
• (e) in the case of a holding of financial instruments, the following information must also be disclosed (i) for the financial instruments with an exercise period, an indication of the date or time period where shares will or can be acquired, if applicable; (ii) date of maturity or expiration of the financial instruments; (iii) identity of the holder; (iv) name of the underlying company; and (v) detailed nature of the financial instruments, including full details of the exposure to Ordinary Shares; and
• (f) any other information required by the Company or prescribed by Disclosure and Transparency Rules.

An obligation to give a notice to the Company in relation to notifying of the change in his percentage of voting rights shall be fulfilled as soon as possible and in any event before the end of the second working day after the relevant person learns the relevant threshold was reached or crossed. Every person who holds 3 per cent. or more of the voting rights of any relevant class of shares of the Company shall, for as long as he holds such voting rights, be under a continuing obligation to give to the Company notice in writing of the particulars in relation to those shares specified in the paragraphs above and of any change in those particulars, of which he becomes aware at any time after the event (or if more than one the most recent event) by virtue of which he became obliged by the Articles to give notice to the Company of his percentage of voting rights held. A notice shall be given before the end of the second working day after the day on which the person giving the notice becomes aware of the relevant facts.

8. Takeover Regulation

Mandatory bid

The Company is subject to the application of 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.

Squeeze-out

Under the IOM Companies Act, if an offeror were to acquire 90 per cent. of the Ordinary Shares within sixteen weeks of making the offer, it could then compulsorily acquire the remaining 10 per cent. It would do so by sending a notice to outstanding Shareholders telling them that it will compulsorily acquire their Ordinary Shares and then, one month later, it would execute a transfer of the outstanding Ordinary Shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for outstanding Shareholders. The consideration offered to the Shareholders whose Ordinary Share are compulsorily acquired under the IOM Companies Act must, in general, be the same as the consideration that was available under the takeover offer.

9. Working capital

9.1 The Company is of the opinion that the working capital available to the Enlarged Group is sufficient for its present requirements, that is for at least twelve months from the date of this Document.

10. Further Disclosures on Directors and the Key Management

10.1 The Directors and Key Management have or have held the following directorships or have been partners in the following partnerships within the five years prior to the date of this Document, other than the Company:

Director/Key Management	Current directorships and partnerships	Previous directorships and partnerships
Cameron Pearce	Stallion Resources Plc Polish Coal Resources Limited JLP Nominees Pty Ltd Waitaki Pty Ltd Blencowe Resources Limited	CEB Resources Plc Black Gibb Pty Ltd Pangaea Energy Limited Forum Energy Limited Kabuni Ltd (formerly called Magnolia Resources Limited) Mantle Diamonds Limited Glenwick Plc
Sam Quinn	Dragon Diamond Ventures Limited Lionshead Consultants Limited Foriet Oy Diamond Manufacturing Corporation Maseru (Pty) Ltd Red Rock Resources Plc Ceylon Phosphates (UK) Limited Nutrimentum (UK) Limited Trident Resources plc Blencowe Resources Limited Stratmin Global Resouces plc Parq Capital Management (UK) Limited Ceyphos Fertilisers (Private) Limited Direct Excellence Limited	Balkan Mineral Resources Limited Dragon Resource Ventures Limited BMR Resources Poland Sp Zoo Marula Gold Mines (Pty) Ltd BMR Resources Bulgaria EAD Silvertree Partners LLP Glenwick Plc Foriet Oy
Robert Wrixon	Starboard Global Ltd Good Spirit International Ltd Starboard Global (Hong Kong) Ltd Moroccan Salts Ltd MSL Minerals SARL Moroccan Salts Holdings Limited MS Seed Investors Ltd Galicia Tin & Tungsten SL Starboard GTT Holdings Ltd GTT Seed Investors Ltd Nova Era Minerals SL	Haranga Resources Ltd Haranga Resources (Hong Kong) Ltd American Pacific Borate & Lithium Ltd
Hayden Locke	Mainframe Cloud Pty Limited Mainframe Cloud Operations Pty Limited Mainframe Cloud Limited (UK) Bentley Capital Limited Bentley Capital Marshall Islands McIver Aviation Pty Limited	Branding by Air Pty Limited

Director/Key Management	Current directorships and partnerships	Previous directorships and partnerships
Ed McDermott	Fishing Republic Plc Farlows Leisure LLP Silver Light Global Ltd Emmerson Plc Mummy Social Ltd	Special Situations Capital Ltd Marlborough Private Equity Limited
Jeffrey Lindhorst	Gruvan Group International Ltd Gruvan Group International SARL	None

• 10.2 The following Directors and Key Management are interested in the Acquisition as follows:
• (a) Robert Wrixon was a founder of MSL, acting as a director from the date of MSL's incorporation until the date of this Document. Mr Wrixon will remain a Director of MSL following Admission. In addition, Mr Wrixon is interested in certain Sale Shares (held directly and indirectly) and, on Re-Admission and completion of the Acquisition, will receive 44,233,411 Consideration Shares;
• (b) Hayden Locke is interested in certain Sale Shares and, on Re-Admission and completion of the Acquisition, will receive 827,423 Consideration Shares.
• 10.3 Hayden Locke was a non-executive director of Branding By Air Pty Ltd between 3 March 2011 and 16 December 2014 before resigning, and returned to the board on 31 August 2015. Branding By Air Pty Ltd entered into creditors' voluntary liquidation on 17 October 2016 with an estimated deficit to creditors of A\$510,109.94, of which A\$430,440 relates to related party creditors, comprising members of the Board and Management, and associated parties, of Branding By Air Pty Ltd.
• 10.4 Save as disclosed in this Document, at the date of this Document no Director or Key Management:
• (a) has had any convictions in relation to fraudulent offences within the previous five years prior to the date of this Document;
• (b) has been declared bankrupt or has been a director of a company or been a member of an administrative, management or supervisory body or a senior manager of a company within the previous five years prior to the date of this Document which has entered into any bankruptcy, receivership or liquidation proceedings;
• (c) has been the subject of any official public incrimination and/or sanction by any statutory or regulatory authority (including any designated professional body) within the previous five years prior to the date of this Document;
• (d) has been disqualified by a court from acting as a director of any company or as a member of the administrative, management or supervisory bodies of any company or from acting in the management or conduct of the affairs of any company within the previous five years prior to the date of this Document;
• (e) has any family relationship with any of the other Directors or Key Management;
• (f) has had any interest, direct or indirect, in any assets which have been or are proposed to be acquired or disposed of by or to the Company, or any such interest in any contract or arrangement subsisting at the date of this Document and which is significant to the business of the Company; and
• (g) has any potential conflict of interest between his duties to the Company and his private interests or other duties.

11. Directors' and Key Management's terms of employment

Subject to Admission, Mr Cameron Pearce and Mr Sam Quinn (current Directors of the Company) will stand down as Directors, and Mr Hayden Locke and Mr Robert Wrixon will be appointed as Directors of the Company. Details regarding the terms of Mr Locke and Mr Wrixon's appointment are set out below. On termination of his engagement as a Director Mr Quinn will receive £24,000 as an ex gratia payment for loss of office (representing 12 months' fees). Mr Pearce will receive no further payment (other than accrued fees up to the date of termination). Each of Mr Pearce and Mr Quinn have signed resignation letters with the Company waiving their right to receive certain payments (due from the Company under their respective letters of appointment) as a result of a change of control causing a loss of office.

Directors on Admission

• 11.1 Under an executive service agreement dated 8 May 2018 between the Company and Mr Hayden Locke (the "Locke Service Agreement"), from and subject to Admission, Mr Locke is employed as the Chief Executive Officer of the Company at a salary of £24,000 per annum (plus expenses reasonably incurred by him in the course of his duties). Mr Locke is required to devote such time, attention and ability as is needed to enable him to carry out his personal duties to the Company as Chief Executive Officer, such time commitment expected to be not less than 2 days per month. His appointment shall (unless terminated earlier due to poor performance or gross misconduct or other material breach of duties) continue for a minimum period of one year from the date of Re-Admission (the "HL Initial Term") and subject to the HL Initial Term, unless and until terminated by either party on six (6) months' notice in writing. Mr Locke's service agreement contains non-compete, non-solicitation and no-conflict restrictions on Mr Locke commensurate with his position as Chief Executive Officer (applying during the term of the agreement.
• 11.2 Under a consulting agreement dated 8 May 2018 between MSL and Benson Capital Limited ("Benson"), Benson is engaged as a consultant to MSL to perform certain corporate advisory, management consulting, technical and project management services in relation to the MSL Group and Khemisset Project. Under the terms of the consulting agreement Benson is required to provide the services of Mr Hayden Locke (or other substitute approved by MSL) to MSL for such time commitment as reasonable required for the proper performance of Benson's duties under the agreement (and for a minimum time commitment of 20 days per calendar month). Under the terms of the consulting agreement MSL will pay to Benson a consultancy fee of £144,000 per annum.
• 11.3 Under an executive service agreement dated 8 May 2018 between the Company and Mr Robert Wrixon (the "Wrixon Service Agreement"), from and subject to Admission, Mr Wrixon is employed as an Executive Director – Chief Operating Officer of the Company at a salary of £24,000 per annum (plus expenses reasonably incurred by him in the course of his duties). Mr Wrixon is required to devote such time, attention and ability as is needed to enable him to carry out his personal duties to the Company as an Executive Director. His appointment shall (unless terminated earlier due to poor performance or gross misconduct or other material breach of duties) continue for a minimum period of one year from the date of Re-Admission (the "RW Initial Term") and subject to the RW Initial Term, until terminated by either party on six (6) months' notice in writing (and in the case of the Company as a result of a change of control, on 12 months' notice). Mr Wrixon's service agreement contains non-compete, nonsolicitation and no-conflict restrictions on Mr Wrixon commensurate with his position as an Executive Director (applying during the term of the agreement and for a period of six (6) months' after its termination for any reason).
• 11.4 Under a consulting services agreement dated 8 May 2018 between MSL and Good Spirit International Limited ("GSI"), GSI is engaged as a consultant to MSL to perform certain corporate advisory, technical and project management services in relation to MSL and the Khemisset Project. Under the terms of the consulting agreement GSI is required to provide the services of Mr Robert Wrixon to MSL. MSL will pay to GSI a consultancy fee of £96,000 per annum.
• 11.5 Ed McDermott entered into a letter of appointment with the Company dated 24 June 2016 (as amended by a letter on 8 May 2018) to act as a non-executive Director of the Company. His appointment commenced on 24 June 2016 and is terminable at any time on six months' written notice on either side. Mr McDermott is entitled to a fee of £36,000 per annum and has a time commitment of not less than 3 days per month.

Key Management

11.6 Under a consulting agreement dated 1 February 2018 between MSL and Mr Jeffrey Lindhorst, Mr Lindhorst is engaged as MSL Group's Exploration Manager at a fee/salary of US\$132,000 per annum. Under the terms of the agreement Mr Lindhorst shall perform certain key exploration and drilling activities (as set out in the contract) and act as MSL Group's Country Manager in Morocco. Mr Lindhorst shall be based on Morocco and shall work on a rota of 4 weeks on (in-country), 2 weeks off (at his home base in Sweden). Mr Lindhorst is appointed for an initial term of 12 months, subject to renewal by the parties in writing (failing which the agreement shall terminate at the expiry of the initial term). Mr Lindhorst shall be paid a consulting fee of US\$11,000 per month during the engagement (reviewed annually) and shall be reimbursed reasonable travel (economy class flights to and from home base and Morocco) and expenses. Mr Lindhorst shall be entitled to an incentive payment of US\$33,000 if MSL completes an agreed exploration and drilling campaign within the 12 months following the date of his appointment. Mr Lindhorst shall be granted an option over 1,500,000 new shares of the Company (subject to Admission) at an exercise price equal to the Placing Price, which options shall vest 12 months after the date of grant (if the contract is renewed or lapses then the options shall vest but if for any other reason Mr Lindhorst is no longer engaged by MSL Group the options shall lapse). During the initial term the agreement may be terminated by either side on 60 days' notice.

12. Pension arrangements

12.1 There are no existing arrangements or proposals existing in connection with the Re-Admission whereby any member of the administrative, management or supervisory bodies of the Company or any other person which provide for benefits upon termination of employment or in connection with retirement from office with the Company or any of its subsidiaries.

13. Employees and premises

• 13.1 Save for the Directors the Company has not had any employees since incorporation.
• 13.2 Following Re-Admission, in addition to the Directors and Key Management set out at paragraph 1 of Part III of this Document the Enlarged Group will have three (3) employees and four (4) freelance consultants who work with the Enlarged Group on a regular basis.
• 13.3 On 15 February 2018 the Company signed a fixed term licence for office premises at Third Floor, 47 Charles Street, Mayfair, London W1J 5EL. The licence is for a minimum period of 12 months (less one day). The monthly rent on the premises is £2,250 (inclusive of service charge, utilities and insurance). The Company has paid a rent deposit of £5,500 under the terms of the licence.
• 13.4 Save as disclosed in this paragraph 13 the Company does not own or lease any premises.

14. Subsidiaries

14.1 Following the Acquisition upon Re-Admission the Company will be the ultimate holding company of the following subsidiaries:

Name	Country of Incorporation and Company Number	Date of Incorporation	Issued Share Capital	% Owned by the Enlarged Group	Statutory Managers	Activity
MSL Minerals SARL	Morocco Company #: 105359	14 August 2014	10,000 shares of a nominal amount of 10 MAD each	100* (Held by MSL)	Mr. Said Hamdioui Mr. Robert Christopher Wrixon	Exploration company
JMS SARL	Morocco Company #: 121291	8 November 2016	200 shares of a nominal amount of 100 MAD each	100 (Held by MSL Minerals SARL)	Mohamed Zanine	Dormant
Unisalts SARL	Morocco Company #: 121329	8 November 2016	100 shares of a nominal amount of 100 MAD each	100 (Held by MSL Minerals SARL)	Mohamed Zanine	Dormant
Mine de Centre SARL	Morocco Company #: 126289	15 August 2017	1,000 shares of a nominal amount of 100 MAD each	100 (Held by MSL Minerals SARL)	Mr. Said Hamdioui	Exploration company

* One (1) share of MSL Minerals SARL representing 0.01 per cent. of the company is held on trust for MSL by Said Hamdioui.

15. Dilution of Ordinary Share capital

• 15.1 The issue of the Consideration Shares, the CLN Shares, the Fee Shares and the Placing Shares will constitute 92.3 per cent. of the Enlarged Ordinary Share Capital and the interests of Existing Shareholders will be diluted accordingly.
• 15.2 The Directors are authorised to issue Ordinary Shares pursuant to the grant of options over Ordinary Shares to certain management and employees of Group Companies constituting in aggregate up to 10 per cent. of the Issued Shares from time to time. Subject to Re-Admission the Options outstanding on Admission entitle holders to subscribe for a total of 42,500,000 Ordinary Shares representing 6.25 per cent. of the fully diluted Ordinary Shares of the Company upon Re-Admission, assuming full exercise of such Options.

In addition, certain parties hold Warrants over new Ordinary Shares of the Company representing 1.67 per cent. of the fully diluted Ordinary Shares upon Re-Admission. In aggregate there are 53,888,332 Options and Warrants outstanding representing 7.92 per cent. of the fully diluted Ordinary Shares upon Readmission.

16. Related party transactions

Since the incorporation of the Company on 1 March 2016, the Company has not completed any related party transactions of a kind set out in the Standards adopted according to Regulation (EC) No 1606/ 2002.

17. Capitalisation and indebtedness of the Company

17.1 The Company's capitalisation and indebtedness, as at 31 March 2018 is summarised in the table below:

	Audited as at
	31 March
	2018
	£'000
Total Current Debt
– Guarantee	–
– Secured	–
– Unguaranteed/Unsecured	–
Total Non-Current Debt (excluding portion of long-term debt)
– Guarantee	–
– Secured	–
– Unguaranteed/Unsecured	– ––––––––––––
Total Debt	–
Shareholder's Equity
a) Share Capital	967
b) Share premium	–
c) Accumulated deficit	(669) ––––––––––––
Total capitalisation	298 ––––––––––––
	––––––––––––

Statement of material change

Since 31 March 2018, there have been no other material changes in the capitalisation and indebtedness of the Company.

18. Capitalisation and Indebtedness of the MSL Group

The MSL Group's capitalisation and indebtedness, as at 31 March 2018 is summarised in the table below:

	Audited as at
	31 March
	2018
	\$'000
Total Current Debt (and accrued interest)
– Guarantee	–
– Secured	–
– Unguaranteed/Unsecured	1,061
Total Non-Current Debt (excluding portion of long-term debt)
– Guarantee	–
– Secured	–
– Unguaranteed/Unsecured	– ––––––––––––
Total Debt (and accrued interest)	1,061
Shareholder's Equity
a) Share capital	1,701
b) Reserve Shares	1,500
c) Translation reserve	7
d) Accumulated deficit	(2,006) ––––––––––––
Total capitalisation	(1,202)
	–––––––––––– ––––––––––––

Statement of material change

Since 31 March 2018, additional accrued interest of \$9,000 has been applied to the MSL Notes. Save for additional accrued interest there have been no other material changes in the capitalisation and indebtedness of the MSL Group.

19. Sources of cash, liquidity and cash uses

19.1 The Enlarged Group's ability to finance its strategy in the 12 months following Re-Admission and to meet the Enlarged Group's obligations as they become due will be fulfilled by cash currently held by the Company and the Net Proceeds. It will use such cash primarily to provide working capital to the Enlarged Group to enable it to execute its strategy as described under paragraph 10 of Part I of this Document. As at the date of this Document, the Company has cash resources of approximately £290,000 and the MSL Group has cash resources of approximately £50,000.

20. Significant Change

20.1 The Company

Since 31 December 2017 (being the date as at which the Company Interim Financial Information contained in Part VII (B) "Historical Financial Information of the Company" has been prepared), save for the proposed issue of New Ordinary Shares pursuant to the proposed transaction and cash paid of approximately £200,000 for expenses the Company incurred in relation to the proposed transaction (each of which have caused a significant change in the financial position of the Company), there has been no significant change in the financial or trading position of the Company.

20.2 The MSL Group

Since 31 December 2017, (being the date as at which the MSL Group Financial Information contained in Part VIII(B) "Historical Financial Information of the MSL Group" has been prepared), save for £18,000 of expenses incurred in relation to the proposed transaction, (each of which have caused a significant change in the financial position of the MSL Group) there has been no significant change in the financial or trading position of the MSL Group.

21. CREST

21.1 The Ordinary Shares to be issued in connection with the Acquisition, the repayment and settlement of the MSL Notes and the Placing, will be in registered form and may be held in either certificated form or uncertificated form, except as otherwise described herein. CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument. The Articles permit the holding of Ordinary Shares in CREST. Accordingly, settlement of transactions in the Ordinary Shares following Re-Admission may take place within CREST if any Shareholder so wishes. However, CREST is a voluntary system and Shareholders who wish to receive and retain share certificates are able to do so. The records in respect of Ordinary Shares held in uncertificated form will be maintained by Euroclear and the Company's Transfer Agents, Share Registrars Limited.

22. City Code

• 22.1 The City Code applies to the Company.
• 22.2 The City Code is published and administered by the Takeover Panel. The Takeover Panel has been designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers pursuant to the Directive on Takeover Bids (2004/25/EC) (the "Directive"). Following the implementation of the Directive by the Takeovers Directive (Interim Implementation) Regulations 2006, the rules in the City Code which are derived from the Directive now have a statutory basis.
• 22.3 The City Code applies to all takeovers and merger transactions, however effected, where, inter alia, the offeree company is a public company which has its registered office in the United Kingdom, the Isle of Man or the Channel Islands, if the company has its securities admitted to trading on a regulated market in the United Kingdom or on any stock exchange in the Channel Islands or the Isle of Man. The City Code has therefore applied to the Company from Initial Admission and its Shareholders are entitled to the protection afforded by the City Code.
• 22.4 Under Rule 9 of the City Code, where: (i) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which persons 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 subject to the City Code; or (ii) any person who, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30 per cent. but not more than 50 per cent. of the voting rights of such a company, if 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, then, except with the consent of the Takeover Panel, he, and any person acting in concert with him, must make a general offer in cash to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights to acquire the balance of the shares not held by him and his concert party.
• 22.5 Save where the Takeover Panel permits otherwise, an offer under Rule 9 of the City Code must be in cash and at the highest price paid within the twelve months prior to the announcement of the offer for any shares in the company by the person required to make the offer or any person acting in concert with him. Offers for different classes of equity share capital must be comparable; the Takeover Panel should be consulted in advance in such cases.

23. Material contracts

The Company

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 provision under which the Company has any obligation or entitlement which is material to the Company as at the date of this Document (other than those entered into in the ordinary course of business):

23.1 Placing Agreement

The Company entered into a placing agreement with Optiva Securities Limited ("Optiva"), Beaumont Cornish Limited ("Beaumont") the Directors and the Company on 8 May 2018, pursuant to which Optiva and Beaumont have agreed (conditional on Re-Admission taking place no later than 30 June 2018), as agent for the Company, to use their reasonable endeavours to place the Placing Shares at the Placing Price with the subscribers selected by them. Under the Placing Agreement and subject to it becoming unconditional:

• (a) the Company has agreed to pay Optiva a commission of 5 per cent., of the aggregate value at the Placing Price of those Ordinary Shares subscribed for by investors introduced to the Company by Optiva ("Optiva Placing Shares") and 1 per cent. of the value of Placing Shares issued to investors not introduced by Optiva but where Optiva acts as the placing agent, together with a corporate finance fee of £20,000 together with any applicable VAT;
• (b) the Company has agreed to pay Beaumont a corporate finance fee of £50,000 together with any applicable VAT;
• (c) the Company shall grant Beaumont warrants to subscribe for Ordinary Shares to the value of £10,000 at the Placing Price;
• (d) the Company shall grant Optiva broker warrants representing 5 per cent. of the total number of Optiva Placing Shares;
• (e) the Company will pay certain other costs and expenses (including any applicable VAT) of, or incidental to, the Placing including all fees and expenses payable in connection with Re-Admission, expenses of the registrars, printing and advertising expenses, postage and all other legal, accounting and other professional fees and expenses;
• (f) the Placing Agreement contains warranties and indemnities given by the Company, the Directors and the Proposed Directors to Optiva and Beaumont as to the accuracy of the information contained in this Document and other matters relating to the Company and its business; and
• (g) Optiva and Beaumont are entitled to terminate the Placing Agreement in certain specified circumstances prior to Admission.

23.2 The Acquisition Agreement

On 16 October 2017, the Company entered into a binding memorandum of understanding with (1) MSL, and (2) the Vendors for the acquisition of 100 per cent. of the issued shares of MSL (the "Acquisition Agreement"). The consideration for the Acquisition is £10,000,000 which shall be satisfied by the issue of 333,333,333 Ordinary Shares, representing approximately 53.24 per cent. of the Enlarged Issued Share Capital immediately following Re-Admission.

The Acquisition Agreement contains customary warranties and representations relating to the MSL Group and the Khemisset Licences which are given by the Vendors to the Company.

Under the terms of the Acquisition Agreement certain of the Vendors agree to be bound by a lock-in agreement restricting the sale of relevant Consideration Shares for a period of 12 months following Re-Admission.

Further to the Implementation Agreement dated 8 May 2018 each of the parties have confirmed that all conditions precedent in relation to the Acquisition have been satisfied or waived by the parties other than Re-Admission.

23.3 Implementation Agreement

Under the terms of the Acquisition Agreement the parties agreed to execute an "implementation agreement" on satisfaction of relevant due diligence enquiries (the "Implementation Agreement").

On 8 May 2018 the Company, the Vendors, and certain other parties (together with the Vendors comprising all of the shareholders of MSL as at the date of this Document) executed the Implementation Agreement. Under the terms of the Implementation Agreement each of the parties confirmed that (1) all conditions precedent in relation to the Acquisition have been satisfied or waived by the parties other than Admission; (2) all warranties in the Acquisition Agreement are repeated; (3) each Vendor shall execute a stock transfer instrument in relation to the shares of MSL held by them; and (4) the Company shall buy and the Vendors shall sell 100 per cent. of the issued shares of MSL in accordance with the terms of the Acquisition Agreement subject only to Admission by 30 June 2018.

23.4 Conversion Letters

Pursuant to letter agreements with each of the holders of MSL Notes (the "Note Subscribers") dated 8 May 2018 the Company, MSL and each Note Subscriber have agreed that the Company will issue the CLN Shares to the Note Subscribers (pro rata to their respective interest in the MSL Notes) in full satisfaction of liabilities of MSL under the CLN Instrument.

23.5 Lock-up agreements

Pursuant to the terms of five lock-in agreements, each dated 8 May 2018, the Company, Optiva and Beaumont Cornish have agreed the following lock-in restrictions and orderly market arrangements with shareholders:

• (a) the Directors, Max Capital and certain Vendors have, in respect of 270,264,151 Ordinary Shares to be held by them (directly or indirectly) on Admission, agreed that they shall not, for a period of 12 months from Admission, dispose of such Ordinary Shares, and for a further 12 months thereafter agreed to only dispose of 208,066,193 of such Ordinary Shares after the Company's Broker has been given an exclusive opportunity to place such shares (on specified minimum pricing terms);
• (b) Mr Cameron Pearce and Mr Sam Quinn, Directors of the Company, have in addition to restrictions on 4,500,000 Ordinary Shares held by them under paragraph (a) above, in respect of 4,500,000 Ordinary Shares held by them (directly or indirectly) on Admission, agreed that they shall not, for a period of 6 months from Admission, dispose of such Ordinary Shares, and for a further 18 months thereafter agreed to only dispose of their Ordinary Shares after the Company's Broker has been given an exclusive opportunity to place such shares (on specified minimum pricing terms);
• (c) holders of MSL Notes have, in respect of 7,528,927 Ordinary Shares to be held by them (directly or indirectly) on Admission (representing 25 per cent. of the CLN Shares), agreed that they shall not, for a period of 12 months from Admission, dispose of such Ordinary Shares;
• (d) certain Vendors and holders of MSL Notes have, in respect of 67,385,836 Ordinary Shares to be held by them (directly or indirectly) on Admission, agreed that they only dispose of such Ordinary Shares after the Company's Broker has been given an exclusive opportunity to place such shares (on specified minimum pricing terms);

In aggregate, a total of 342,149,986 Ordinary Shares representing approximately 54.65 per cent. of the Enlarged Issued Share Capital will be subject to a minimum of 12 months' of restrictions on sales/disposals (including by way of orderly market obligations) following Admission.

23.6 Registrar Agreement

The Company entered into an agreement with Share Registrars Limited dated 7 August 2015 pursuant to which Share Registrars Limited agreed to act as Transfer Agent from Initial Admission, thereby providing transfer agent services, including settlement services, to the Company. The Transfer Agent is responsible for maintaining the Company's register of members and arranging for it to be kept at a location within Guernsey. Share Registrars Limited charge per account and per transfer activity under this agreement. The agreement is terminable on three months' written notice by either party.

23.7 Broker Agreement

On 1 March 2018, the Company entered into an engagement letter with Optiva pursuant to which Optiva agreed to act as broker to the Company in connection with the Placing and future placings (the "Optiva Broker Agreement"). In consideration for this service, the Company will pay the following fees to Optiva:

• (a) A corporate broker retaining fee of £25,000 per annum payable monthly in advance commencing on Re-Admission;
• (b) Sales commission on the Placing, and any future placings comprising:
• (i) five percent of the gross proceeds of the total funds raised by Optiva, payable in cash;
• (ii) broker warrants representing 5 per cent. of the total number of Placing Shares placed by Optiva;
• (iii) one percent handling fee in respect of sums not introduced by Optiva, but which form part of the proceeds of the Placing; and
• (iv) broker warrants representing 1 per cent of the total number of Placing Shares not placed by Optiva.

The engagement is for a minimum 12 month period and continues thereafter on a monthly basis until terminated. Either party may terminate the agreement on giving 3 months' prior written notice such notice to be served so as to expire at any time on or after the expiry of the minimum 12 month initial term.

23.8 The Beaumont Cornish Financial Advisor Agreement

On 15 January 2018, the Company and Beaumont Cornish Limited ("Beaumont Cornish") entered into an engagement letter pursuant to which Beaumont Cornish agreed to act as financial adviser to the Company in connection with the Acquisitions, Re-Admission and the placing of Ordinary Shares (the "Financial Adviser Agreement"). In consideration for these services, the Company will pay the following corporate finance fees to Beaumont Cornish:

• (a) an initial fee of £15,000 plus VAT, as appropriate, payable on execution of the Financial Adviser Agreement;
• (b) a fee of £10,000 plus VAT, as appropriate, payable on submission of the draft Prospectus to the UKLA;
• (c) a completion fee of £25,000, payable immediately upon Admission;
• (d) Warrants to subscribe for Ordinary Shares to the value of £10,000 at the Placing Price; and
• (e) A fee of £20,000 plus VAT per annum for acting as the Company's ongoing Financial Adviser for a minimum term of 12 months from Admission.
• 23.9 The Max Capital Engagement Letter

Under the terms of an engagement letter between the Company and Max Capital dated 11 December 2017 the Company appointed Max Capital as its corporate adviser in relation to the Acquisition. Under the terms of the Max Capital Engagement Letter Max Capital shall be issued, as fully paid shares, 14,500,000 new ordinary shares (the "Fee Shares") in consideration of its services in relation to the Acquisition. In particular, Max Capital shall provide consulting and technical support services, as well as due diligence and advisory services in Morocco. For a period of 12 months following Admission, Max Capital will also provide investor relations services.

The MSL Group

23.10 The Morocco Acquisition Agreement

Further details regarding the Acquisition Agreement are set out at paragraph 23.2 of Part XII of this Document.

23.11 The Morocco Acquisition Agreements

The below table sets out the various agreements with vendors of the Khemisset Project to acquire the licenses and permits (including pending applications at the time of the relevant agreements) that make up the Khemisset Licences.

All of the licences the subject of the Moroccan Acquisition Agreements (which comprise the Khemisset Project) have now been granted, renewed, and duly transferred and are held by the MSL Group as at the date of this Document (further details of which are set out at paragraph 9 of Part II of this Document).

Name of Agreement	Parties	Date of Agreement	Key Terms
Share Purchase Agreement – JMS (the "JMS SPA")	1. MSL 2. Jens Erik van Rantwijk 3. Mohamed Aghmir 4. Omar Izmar 5. Mohamed Bouhachlaf (2, 3, 4 and 5 together the "JMS Vendors")	15 June 2014	MSL purchased the entire issued share capital of JMS for a total consideration of EUR€140,000 and an additional deferred consideration of EUR€2,000,000 (the "Deferred Consideration"). Deferred Consideration to be paid by 14 August 2017. This agreement is governed by the laws of the Kingdom of Morocco.
JMS Deed of Variation	1. MSL 2. Jens Erik van Rantwijk	6 March	MSL and the JMS Vendors restated and confirmed their agreement
	3. Mohamed Aghmir 4. Omar Izimar 5. Mohamed Bouhahlaf	2018	to vary the terms of the JMS SPA. In particular: (a) Mr Rantwijk confirmed his agreement to waive his right to receive his pro rata share of the Deferred Consideration (being EUR€600,000);
			(b) Mr Aghmir confirmed his agreement to waive his right to receive his pro rata share of the Deferred Consideration (being EUR€600,000);
			(c) in consideration of payment by MSL of €120,000 to Mr Izmar, Mr Izmar confirmed their agreement to extend the date for the payment of the balance his pro rata share of the Deferred Consideration (being EUR€280,000 in total after payment of the €120,000) to the close of business on 14 May 2018; and
			(d) MSL confirmed its agreement to sell certain plant and machinery (as defined in the JMS SPA) to Mr Izmar in return for a reduction in the Deferred Consideration due to him of EUR€80,000.

Name of Agreement	Parties	Date of Agreement	Key Terms
			(e) Mr Bouhachlaf confirmed his agreement to extend the date for the payment of his pro rata share of the Deferred Consideration (being EUR€400,000) to the close of business on 14 May 2018.
			The €120,000 payment due to Mr Izmar have been paid in full by MSL. Total of €600,000 remains outstanding and is due by 14 May 2018. (This date has been extended by the JMS Extension Letter detailed below).
			This agreement is governed by the laws of England.
JMS Letters of Extension	1. MSL 2. Omar Izmar 1. Mohamed Bouhachlaf	8 May 2018	Pursuant to the terms of a letters of extension dated 8 May 2018 each of Omar Izmar and Mohamed Bouhachlaf have agreed to extend the date for payment of consideration due to them from MSL from 14 May 2018 to 30 June 2018.
			Each extension letter is governed by the laws of England.
Share Purchase Agreement – Unisalts (the "Unisalts SPA")	2. MSL 3. Jens Erik van Rantwijk 4. Mohamed Aghmir	15 June 2014	MSL purchased the entire issued share capital of Unisalts for a total initial consideration of USD\$20,000 to be paid in cash at completion, followed by two deferred payments of:
			(a) USD\$50,000 upon the grant to Unisalts of the N2 Permit (as defined therein); and
			(b) USD\$150,000 upon the transfer of the Permits to be Transferred (as defined therein) have been transferred to Unisalts.
			In addition, MSL agreed to issue 600 shares of USD\$1.00 each in its share capital within 30 days from the later of the date of the grant of the N2 Permit (as defined in the Unisalts SPA) or the date of the transfer of the permits detailed in the Unisalts SPA to Unisalts.
			Payments due under the Unisalts SPA have been paid by MSL in accordance with its terms.
			This agreement is governed by the laws of the Kingdom of Morocco.

Name of Agreement	Parties	Date of Agreement	Key Terms
First Amendment to Unisalts SPA	1. MSL 2. Jens Erik van Rantwijk 3. Mohamed Aghmir	8 August 2014	It was noted in the First Amendment to Unisalts SPA that on 18 June 2014 Unisalts applied for the acquisition of seven new permits located in the Khemisset Basin area (being application numbers 210413, 210414, 210415, 210416, 210417, 210418 and 210419). Such applications were not included in the Unisalts SPA.
			The First Amendment to Unisalts SPA amended the Unisalts SPA to:
			(a) allow other members of the MSL group to be transferred the licenses applied for by Unisalts; and
			(b) include the seven new permit applications listed above within the scope of the Unisalts SPA.
			This agreement is governed by the laws of the Kingdom of Morocco.
Second Amendment to Share Purchase Agreement – Unisalts	1. MSL 2. Jens Erik van Rantwijk 3. Mohamed Aghmir 4. Said Hamdioui	10 December 2015	It was noted in the Second Amendment to Unisalts SPA that: (a) Unisalts now owns 14 Moroccan mineral research permits numbered 2138041 to 2138047 (inclusive) and 2138059 to 2138065 (inclusive) (the "Unisalts Permits");
			(b) MSL has completed the acquisition of JMS. JMS owns 3 Moroccan mineral research permits numbered 2137967 to 2137969 (inclusive) and has a lease agreement in place with Westmin SARL over one Moroccan mineral exploitation permit numbered 2131166 which gives JMS the right to mine on this permit;
			(c) as per the Unisalts SPA, there are 9 Moroccan mineral research

• permits numbered 2138011 to 2138019 (inclusive) that were transferred to JMS;
• (d) as per Unisalts SPA, there is one Moroccan mineral research permit which has now been obtained by JMS with number 2138109;

Name of Agreement	Parties	Date of Agreement	Key Terms
			Under the Second Amendment to Unisalts SPA, the following amendments were made to the terms relating to the allocation of 600 shares in MSL in the Unisalts SPA: (a) 310 shares – Mohamed Aghmir; (b) 94 shares – Jens Erik van Rantwijk; and (c) 196 shares – Said Hamdioui. This agreement is governed by the laws of the Kingdom of Morocco.
Letter Agreement for delivery of Consideration Shares	1. MSL 2. Jens Erik van Rantwijk 3. Mohamed Aghmir 4. Said Hamdioui	21 February 2018	Letter agreement confirmed delivery instruction for the 600 shares of MSL due to the vendors under the Unisalts SPA. All consideration shares have been
			issued by MSL prior to the date of this Document and will be acquired by the Company subject to Admission.
			This agreement is governed by the laws of England.
Unisalts Deed of Cooperation	1. MSL 2. Starboard Global Limited 2018 3. Jens Erik van Rantwijk 4. Mohamed Aghmir 5. Said Hamdioui 6. Anthony Patrick Marks 7. Jawad Jodeh (3, 4, 5, 6 and 7 together the "Moroccan Consultants")	6 March	Cooperation Agreement between Starboard Global Limited and the Moroccan Vendors terminated. Liability of Starboard Global Limited to reimburse agreed expenses of Mohamed Aghmir in relation to JMS SPA and Unisalts SPA (in total US\$200,000) formally assigned to MSL (MSL having taken on certain rights of Starboard to acquire and Khemisset Project in 2014). Payment to be satisfied within 30 days of Admission.
			This agreement is governed by the

23.12 Royalty Agreement

Pursuant to an agreement dated 7 November 2017 MSL's indirectly wholly owned subsidiary Mine de Centre SARL granted seven (7) individuals resident in Morocco a royalty (the "MdC Royalty") of, in aggregate, €1/tonne on salt sales and a royalty of €1/tonne on potash sales relating to salt or potash mined under the Mining License held by Mine de Centre SARL. The grant of the MdC Royalty was consideration for the transfer of ownership of Mine de Centre SARL to MSL Minerals SARL (a wholly owned subsidiary of MSL). The seven individuals granted the royalty (Mr Abdelilah BENYOUB; Mr Mohamed Montasir LEBBAR; Mr Tariq BELMAHI; Mr Idriss LEBBAR; Mr Mohammed Amine LEBBAR; Mr Fatiha IBNKHAYAT ZOUGARI; and Mr Karim MASKANI FILALI) are not connected to MSL, any of the Vendors, the Company, or any of their respective directors and officers. The MdC Royalty is registered at the Moroccan Land Registry and the Mining Registry and will pass with the Mining License if it is transferred by Mine de Centre SARL. In addition, under the terms of the agreement, if Mine de Centre SARL transfers the Mining the new owner must respect the terms of the agreement and the rights of the beneficiaries. The MdC Royalty shall be valid and binding on Mine de Centre SARL in relation to all salt and potash mined by Mine de Centre SARL for an unlimited duration.

laws of England.

23.13 Convertible Loan Instrument

On 30 August 2017 the Company adopted a deed poll establishing unsecured convertible notes (the "Convertible Loan Instrument") on the terms set out below:

• ● the Convertible Loan Instrument provides for a facility limit of US\$1,000,000.
• ● notes issued under the Convertible Loan Instrument ("MSL Notes") will not include a coupon and do not accrue interest at any rate;
• ● the MSL Notes will be unsecured;
• ● the MSL Notes will mandatorily convert immediately prior to any of the following events (the "Conversion Events"):
• ● immediately prior to a trade sale;
• ● three business days prior to the securities of the Company being listed on a stock exchange ("IPO");
• ● immediately prior to the issuance of listed securities as payment for the acquisition of the company's securities as part of a reverse takeover ("RTO"); or
• ● the maturity date.
• ● the MSL Notes may only be converted in the event of a Conversion Event;
• ● the MSL Notes will be convertible into ordinary shares at a 25 per cent. discount to the share price paid on issue of new shares as part of a IPO/RTO or as calculated in the event of a trade sale;
• ● the Notes have a maturity date of 31 August 2019. Should the Notes not be mandatorily converted in accordance with the above prior to the maturity date, the MSL Notes will automatically convert into ordinary shares in the Company at a deemed company valuation of US\$9M on a pre-money basis;
• ● the MSL Notes shall be redeemed after receipt of written notice from the majority of the noteholders after any of the following events:
• ● an insolvency event as defined in the Convertible Loan Instrument; or
• ● following any person or entity enforcing any of its security for funds advanced under any facility agreement.
• ● the Company is not permitted to pay any dividend or capital return while the Notes remain outstanding; and
• ● the terms of the Convertible Loan Instrument are governed by the laws of the British Virgin Islands.

As at the date of this Document a total of US\$950,000 of MSL Notes have been subscribed for and are outstanding.

On 8 May 2018 each of the subscribers for MSL Notes (each a "Note Subscriber") signed a letter agreement confirming that, subject to Admission, they would receive new Ordinary Shares of the Company in full satisfaction of amounts due to them under the MSL Notes. In aggregate the Company has agreed to issue 30,115,708 new Ordinary Shares (the "CLN Shares") in full satisfaction of all liabilities under the Convertible Loan Instrument.

23.14 Managing Director Consulting Agreement – Good Spirit International Limited

Pursuant to a managing director consulting agreement between MSL and Good Spirit International Limited ("GSI") dated 23 April 2014 (the "Managing Director Consultancy Agreement"), GSI agreed to provide the management services to MSL and to provide the services Dr Robert Christopher Wrixon. Under the agreement (as amended on 30 September 2014 and 15 August 2017) as consideration for its services GSI (a) is paid a monthly fee of US\$15,000 per month (b) shall be issued (as fully paid shares) up to 80 new MSL shares subject to hitting agreed milestones, and (c) is granted certain options in relation to new MSL shares subject to hitting project milestones.

All options granted to GSI have vested and have been exercised and/or lapsed and all entitlement to new MSL shares pursuant to the incentive package outlined in the agreement have been issued (and no such entitlement to new MSL shares remains outstanding as at the date of this Document).

The Managing Director Consultancy Agreement will be terminated by MSL on and subject to Admission, and Mr Wrixon will be engaged directly by the Company as Executive Director – Chief Operating Officer, with GSI appointed as a Technical Consultant in relation to the Khemisset Project. Further details of the terms of Mr Wrixon and GSI's engagement by the Company from Admission are set out at paragraphs 11.3 and 11.4 respectively of this Part XII of this Document.

23.15 Consultancy Agreement between MSL and Said Hamdioui

Under a consulting agreement dated 1 February 2018 between MSL and Mr Said Hamdioui, Mr Hamdioui is engaged as Co-Director for MSL Minerals SARL at a fee/salary of EUR78,000 per annum. Under the terms of the agreement:

• (a) Mr Hamdioui shall deliver certain management and representation services (as set out in the contract) in relation to the operations of the MSL Group in Morocco;
• (b) Mr Hamdioui is appointed for an initial 12 month term, subject to renewal by the parties in writing (failing which the agreement shall terminate at the expiry of the initial term);
• (c) Mr Hamdioui shall be paid a consulting fee of EUR6,500 per month during the engagement (reviewed annually) and shall be reimbursed reasonable travel and expenses;
• (d) Mr Hamdioui shall be granted an option over 6,000,000 new shares of the Company (subject to completion of the Acquisition and Admission) at an exercise price of £0.03 (subject to agreed 18 month vesting conditions);
• (e) during the initial term the agreement may be terminated by either side on 30 days' notice; and
• (f) Mr Hamdioui agrees to be bound by certain restrictions regarding disclosure of MSL Group's confidential information.

The consulting agreement governed by the laws of BVI and disputes shall be subject to the jurisdiction of the BVI courts.

24. General financial matters

• 24.1 Since 1 March 2016, being the date of the Company's incorporation, the auditors of the Company have been Crowe Clark Whitehill LLP. Crowe Clark Whitehill LLP are Chartered Accountants and Registered Auditors and are based at St Bride's House, 10 Salisbury Square, London EC4Y 8EH.
• 24.2 Save as disclosed in the unaudited pro forma statement of net assets of the Company in Part IX of this Document there are no effects on the assets and liabilities of the Company as a result of the Acquisition, Placing and Re-Admission.

25. Other information

• 25.1 There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened), of which the Company is aware, since the Company's incorporation which may have, or have had in the recent past, significant effects on the Company's or MSL's financial position or profitability.
• 25.2 Other than as disclosed in this Document, there are no patents, licences or other intellectual property rights, industrial, commercial or financial contracts or new manufacturing processes which are or may be of material importance to the business or profitability of the Company or MSL.
• 25.3 Other than as disclosed in this Document, the Company nor MSL has made no investments since their respective incorporation, has no investments in progress and there are no future investments on which the Directors have already made firm commitments which are or may be significant to the Company or MSL.

• 25.4 No exceptional factors have influenced the Company's nor MSL's activities.

• 25.5 The expenses of the Re-Admission to the Official List and Placing are estimated at £725,000, including VAT and are payable by the Company, excluding amounts to be satisfied by the issue of new Ordinary Shares (including in particular the Fee Shares). The estimated Net Proceeds, after deducting fees and expenses in connection with the Re-Admission and Placing are approximately £5,275,000.

• 25.6 Crowe Clark Whitehill LLP has given and not withdrawn its written consent to the inclusion, in this Document, of its accountants' reports on the historical financial information of the Company and MSL set out in Parts VII and VIII respectively of this Document and its accountants' report on the unaudited pro forma statement of net assets of the Company set out in Part IX of this Document in the form and context in which they are included and has authorised the contents of these reports for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules. In addition, Crowe Clark Whitehill LLP has given and not withdrawn its written consent to the issue of this Document with the inclusion herein of the references to its name in the form and context in which they appear.
• 25.7 SRK Consulting (UK) Limited has given and not withdrawn its written consent to the inclusion, in this Document, of its Competent Person's Report set out in Part IV of this Document in the form and context in which they are included and has authorised the contents of this report for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules. In addition, SRK Consulting (UK) Limited has given and not withdrawn its written consent to the issue of this Document with the inclusion herein of the references to its name in the form and context in which they appear.
• 25.8 The Directors are not aware of:
• (a) any significant trends in the Company in costs between incorporation and the date of this Document; or
• (b) except for the Acquisition and industry trends described in this Document, any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Enlarged Group's prospects for at least the current financial year.
• 25.9 There have been no public takeover bids by third parties in respect of the Ordinary Shares during the period from incorporation to the date of this Document.
• 25.10 There are currently no Ordinary Shares in issue, and no Ordinary Shares will be in issue on Re-Admission, with a fixed date on which entitlement to a dividend arises and there are no arrangements in force whereby future dividends are waived or agreed to be waived.
• 25.11 Copies of the following documents will be available for inspection during normal office hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company from the date of this Document:
• (a) the Articles;
• (b) the Company's Memorandum of Association;
• (c) the accountants' reports and related historical financial information on the Company and the MSL Group contained in Parts VII and VIII of this Document;
• (d) the accountants' report and the unaudited pro forma statement of net assets of the Company contained in Part IX of this Document;
• (e) the operating and financial review of the Company and the MSL Group contained in Part X of this Document;
• (f) the service contracts, consulting agreements and letters of appointment of the Directors and the consulting agreement and service agreements of the Key Management referred to in paragraph 11 of Part XII of this Document;
• (g) the material contracts referred to in paragraph 23 of Part XII of this Document;
• (h) the letters of consent referred to in paragraphs 25.6 and 25.7 of Part XII of this Document; and
• (i) this Document.
• 25.12 In addition, this Document will be published in electronic form and be available and free to download from the date of publication from the Company's website at www.emmersonplc.com.

PART XIII

NOTICE 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.

1. 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 a prospectus which may be used to offer securities to the public for the purposes of section 85 of the FSMA and of the Prospectus Directive. No arrangement has however been made with the competent authority in any other European Economic Area State (or any other jurisdiction) for the use of this Document as an approved prospectus in such jurisdiction and accordingly no public offer is to be made in such jurisdiction. Issue or circulation of this Document may be prohibited in countries other than those in relation to which notices are given below. This Document does not constitute an offer to sell, or the solicitation of an offer to subscribe for, or buy, shares in any jurisdiction in which such offer or solicitation is unlawful.

2. For the Attention of European Economic Area Investors

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (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 Prospectus Directive as implemented by such Relevant Member State. 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 Prospectus Directive, if they have been implemented in that Relevant Member State:

• ● to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
• ● to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
• ● to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) in such Relevant Member State; or
• ● in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Ordinary Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

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, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" includes any relevant implementing measure in each Relevant Member State.

During the period up to but excluding the date on which the Prospectus Directive is implemented in member states of the European Economic Area, this prospectus 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 prospectus in other jurisdictions may be restricted by law and therefore persons into whose possession this prospectus comes should inform themselves about and observe any such restrictions.

3. For the Attention of UK Investors

This Document comprises a prospectus relating to the Company prepared in accordance with the Prospectus Rules and approved by the FCA under section 87A of FSMA. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules.

In the United Kingdom this Document is for distribution to, and is directed only at, legal entities which are qualified investors as defined under the Prospectus Directive and are (i) persons having professional experience in matters relating to investments who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise be lawfully distributed under the Order, (all such persons together being "Relevant Persons"). In the United Kingdom, any investment or investment activity to which this Document relates is only available to and will only be engaged in with Relevant Persons. Persons who are not Relevant Persons should not act or rely on this Document or any of its contents.

9 May 2018

DEFINITIONS

The following definitions apply throughout this Document, unless the context requires otherwise:

"2018/2019 Work Programme and Budget"	means the work programme and budget approved by MSL, in consultation with SRK, for the period ending 30 September 2019 as more particularly set out at paragraph 6 of PartI of this Document
"Acquisition"	the acquisition of 100 per cent. of the issued share capital of MSL in accordance with the terms of the Acquisition Agreement
"Acquisition Agreement"	the binding memorandum of understanding dated 16 October 2017 and entered into between (1) the Company (2) MSL and (3) the Vendors
"Acquisition Price"	£10,000,000
"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
"Articles"	the articles of association of the Company for the time being
"Beaumont Cornish"	Beaumont Cornish Limited, a private limited company incorporated in England and Wales with number 3311393
"Board" or "Directors"	the directors of the Company for the time being
"City Code"	the UK City Code on Takeovers and Mergers
"CLN Shares"	the 30,115,708 new Ordinary Shares to be issued pursuant to the Convertible Loan Instrument.
"Company" or "Emmerson"	Emmerson PLC
"Company Financial Information"	the audited financial information of the Company for the period from incorporation on 1 March 2016 to 31 December 2017, as set out in Part VIII (B) of this Document
"Concert Party"	the Vendors and the recipient of CLN Shares (together with their respective Connected Persons)
"Connected Person(s)"	connected persons (within the meaning of section 252 of the UK Companies Act 2006)
"Consideration Shares"	333,333,333 new Ordinary Shares of the Company with an aggregate market value of £10,000,000 issued to the Vendors pursuant to the Acquisition
"Convertible Loan Instrument"	the convertible loan instrument entered into by the Company as further described at paragraph 23.2 of Part XII of this Document
"Convertible Loans"	the loans provided to the Company pursuant to the Convertible Loan Instrument;
"Costs"	total expenses incurred (or to be incurred) by the Company in connection with the Acquisition (including due diligence), Placing and Admission of the Company totalling approximately £725,000, excluding amounts satisfied in Ordinary Shares pursuant to the Advisory Agreements

"CPR"	the Competent Person's Report in Part IV of this document
"CREST"	the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and holding shares in uncertificated form which is administered by Euroclear
"CREST Regulations"	the Uncertificated Securities Regulations 2006 of the Isle of Man
"Directors"	the directors of Emmerson as at the date of this document
"Disclosure Guidance and Transparency Rules" or "DTR"	the Disclosure Rules and Transparency Rules made by the FCA pursuant to section 73A of the FSMA, as amended from time to time
"Document"	this prospectus
"EEA"	European Economic Area
"Enlarged Group"	the Company and the MSL Group
"Enlarged Issued Share Capital" or "Enlarged Ordinary Share Capital"	the issued share capital of the Company following completion of the Acquisition, the issue of the Consideration Shares, the issue of the CLN Shares, the issue of the Fee Shares and the issue of the Placing Shares
"Equator Principles"	the equator principles being a financial industry benchmark for determining, assessing and managing environmental and social risk in projects.
"equity securities"	ordinary shares, or rights to subscribe for or to convert into ordinary shares
"ESMA"	The European Securities and Markets Authority
"Euro" or "€"	Euro, a unit of currency
"Euroclear"	Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales
"Exchange Rate"	the £ to \$ exchange rate is assumed to be £1/\$1.35; and
	the £ to € exchange rate is assumed to be £1/€1.1.
"Existing Ordinary Share Capital' or "Existing Ordinary Shares"	The 48,183,344 Ordinary Shares in issue immediately preceding the completion of the Acquisition and the Placing
"FCA"	the UK Financial Conduct Authority
"Fee Shares"	14,500,000 new Ordinary Shares to be issued to Max Capital (or Max Capital nominees) pursuant to the Max Capital Engagement Letter, each ordinary share to be issued at an implied price equal to the Placing Price
"Form of Proxy"	the form of proxy which is enclosed with this Document for use by existing Shareholders in connection with the General Meeting;
"Founders"	means Cameron Pearce and Sam Quinn;
"FSMA"	the Financial Services and Markets Act 2000

"General Meeting"	the general meeting of the Company to be held at 10.00 a.m. BST on 1 June 2018
"HMRC"	HM Revenue and Customs
"IFC Performance Standards"	the International Finance Corporation's Performance Standards on Environmental and Social Sustainability
"IFRS"	International Financial Reporting Standards as adopted by the European Union
"Implementation Agreement"	means the implementation agreement between the Company, MSL and the Vendors dated 8 May 2018 under the terms of which the Company, MSL and the Vendors confirmed their satisfaction with respective due diligence (pursuant to the Acquisition Agreement), and approved the terms of the Acquisition subject only to Re Admission (the terms of which are more particularly set out at paragraph 23.3 of Part XII of this Document)
"Initial Admission"	the admission of the Ordinary Shares, by way of a Standard Listing, and to trading on the LSE's main market for listed securities on 15 February 2017
"Investor"	means a person who purchases, considers the purchase or holds Ordinary Shares in the Company;
"IOM Companies Act"	Isle of Man Companies Act 2006
"JMS"	JMS S.A.R.L. a company incorporated in Morocco which is a wholly owned subsidiary of MSL SARL and an indirect wholly owned subsidiary of MSL
"Key Management"	Mr Jeffrey Lindhorst, Bsc. Geology, Grad Dip. GIS, MAIG
"Khemisset Licences"	those research permits and the mining licence detailed at B3 of Section B of the Summary of this Document
"Khemisset Project"	Khemisset potash project located near Rabat in northern Morocco
"Listing Rules"	the listing rules made by the FCA pursuant to section 73A of FSMA, as amended from time to time
"Lock-In Agreement"	The agreements between the Company, Beaumont Cornish, Optiva Securities and certain shareholders on Admission as further set out in paragraph 23.5 of Part XII of this document
"London Stock Exchange" or "LSE"	London Stock Exchange plc
"MAD"	Moroccan Dirhams, the lawful currency of Morocco
"Main Market"	the regulated market of the London Stock Exchange for officially listed securities
"Market Abuse Regulations"	Regulation (EU) No 596 (2014 of the European Parliament and of the Council on market abuse);
"Max Capital"	means Max Capital Pty Ltd, a company incorporated in Australia
"Max Capital Engagement Letter"	means the engagement letter between the Company and Max Capital dated under the terms of which the Company appointed Max Capital as its Corporate Adviser in relation to the Acquisition,

	further details of which are set out at paragraph 23.9 of this Document
"MdC"	Mine de Centre S.A.R.L. a company incorporated in Morocco which is a wholly owned subsidiary of MSL SARL and an indirect wholly owned subsidiary of MSL
"Mining Licence"	Moroccan mining licence number 343166 granted on 17 September 2016, renewed on 20 May 2016 and expiring 16 September 2019
"Moroccan Subsidiaries"	Unisalts, JMS and MdC
"MSL"	Moroccan Salts Limited, a company incorporated in the British Virgin islands with company number 1789705
"MSL Group"	means together MSL, MSL SARL, MdC, JMS, and Unisalts, comprising all of the companies and undertakings in the MSL group of companies as at the date of this Document
	"MSL Group Financial Information" the audited consolidated financial information of the MSL Group for the three years ended 31 December 2017, as set out in Part IX (B) of this Document
"MSL Notes"	the loan notes issued under the Convertible Loans
"MSL SARL"	MSL Minerals S.A.R.L., a company incorporated in Morocco which is a wholly owned subsidiary of MSL
"Net Proceeds"	the funds received in relation to the Placing less Costs
"New Mining Code"	The applicable law in Morocco governing the Khemisset Licences, being Law 33.13 of July 2015 and its implementation decree in April 2016
"New Ordinary Shares"	together, the Placing Shares, the Consideration Shares, the Fee Shares and the CLN Shares
"Notice"	the notice of General Meeting set out at the Appendix of this Document
"Official List"	the Official List of the UK Listing Authority
"Optiva" or "Financial Adviser"	Optiva Securities Limited, a private limited company incorporated in England and Wales with number 03068464
"Ordinary Shares"	ordinary shares of nil par value each in the Company
"Placee"	a party that agrees to subscribe for new Ordinary Shares in the Placing
"Placing"	the placing with institutional investors of the Placing Shares further details of which are set out in Part V of this Document
"Placing Agreement"	the placing agreement between the Company, the Directors, Beaumont Cornish, and Optiva dated 8 May 2018 relating to the Placing
"Placing Price"	£0.03 (three pence)

"Placing Shares"	the 200,000,000 new Ordinary Shares of nil par value each to be issued pursuant to the Placing
"Premium Listing"	a Premium Listing under Chapter 6 of the Listing Rules
"Pro Forma Financial Information"	the unaudited pro-forma statement of financial position and statement of combined comprehensive income of the Company as at 31 December 2017 and the nine-month period then ended, as set out in Part X(B) of this Document
"Proposed Directors"	Mr Robert Wrixon and Mr Hayden Locke
"Prospectus Rules"	the prospectus rules made by the FCA pursuant to section 73A of the FSMA, as amended from time to time
"Prospectus Directive Regulation"	the Prospectus Directive Certification (No 2004/809/EC)
"QCA"	the Quoted Companies Alliance
"Resolutions"	proposed shareholder resolutions one to four (1-4) as set out in the Notice;
"Reverse Takeover"	a transaction defined as a reverse takeover under Listing Rule 5.6.4 (1) and (2)
"Securities Act"	the U.S. Securities Act of 1933, as amended
"Shareholders"	holders of Ordinary Shares
"Standard Listing"	a Standard Listing under Chapter 14 of the Listing Rules
"Suspended Salt Mine"	the decline for a small salt mining operation and associated evaporation ponds constructed by the previous operator within the licence area of the Mining Licence
"Suspension"	at the request of the Company, the suspension of trading in the Company's Ordinary Shares effective as at 8.00 a.m. on 17 October 2017 pending publication of a prospectus relating to the Reverse Takeover
"Suspension Price"	middle market price of 2.25 pence for Ordinary Share on Suspension.
"Transfer Agent"	Share Registrars Limited of 27/28 Eastcastle Street, London W1W 8DH
"UK Listing Authority" or "UKLA"	the FCA in its capacity as the competent authority for listing in the UK pursuant to Part VI of FSMA
"UK Sterling" or "£"	Pound Sterling, the lawful currency of the United Kingdom
"Unisalts"	Unisalts S.A.R.L., a company incorporated in Morocco which is a wholly owned subsidiary of MSL SARL and an indirect wholly owned subsidiary of MSL
"US" or "United States"	the United States of America, its territories and possession, any state of the United States of America and all other areas subject to its jurisdiction
"US Dollars" or "\$"	United States Dollar, the lawful currency of the United States of America

"Vendors" means the shareholders of MSL

"Voting Rights" all the voting rights attributable to the capital of a company which are currently exercisable at a general meeting

GLOSSARY OF TECHNICAL TERMS

Anhydrite	An anhydrous calcium sulphate evaporite mineral commonly found with gypsum.
Block model	A three dimensional structure into which parameters are interpolated during the resource estimation process.
Carbonate	A mineral containing the elements carbon and oxygen in the form (CO3) 2-. Also refers to rocks containing (CO3) 2- and which are often rich in calcium and/or magnesium.
Carnallite	A hydrated potassium magnesium chloride salt with the chemical formula KMgCl36H2O
Core logging	Recording geological, geotechnical and other information from drill core.
Core	A solid, cylindrical sample of rock produced by diamond drilling.
Cretaceous	An interval of geological time from the end of the Jurassic Period, lasting from approximately 145 million years ago to 65 million years ago.
Cross-section	A diagram or drawing that shows features transected by a vertical plane drawn at right angles to the long axis of a geologic feature.
Deformation	Distorting of strata due to temperature and pressure changes post burial.
Deposit	An anomalous occurrence of a specific mineral or minerals within the earth's crust.
Diamond coring	Drilling during which a length of core will be recovered for sampling.
Downhole geophysics	Geophysical survey undertaken in the drillhole.
Drill intercepts	The intersections (usually of the target mineralisation) made within an exploration drill hole.
Evaporite	A sedimentary rock formed by deposition from an aqueous solution due to evaporation.
Fault	A fracture in a rock along which there has been displacement of the two sides relative to one another.
Footwall	The mass of rock underlying a fault, orebody or mine working.
Formation	The fundamental unit of lithostratigraphy. A formation consists of a certain number of rock strata that have similar properties but there is no formal limit to how thick or thin a formation may be.
Geostatistics	A statistical analysis of geological data that takes into account the relative spatial location of the data points.
Graben	A depressed block of rock bordered by sub-parallel steeply dipping normal faults.
Grade	The quantity of ore or metal in a specified quantity of rock.

Halite	An evaporate mineral commonly referred to as rock salt and which is the mineral form of sodium chloride.
Hanging wall	The overlying side of a fault, orebody or mine working.
Jurassic	An interval of geological time from the end of the Triassic Period, lasting from approximately 208 million years ago to 145 million years ago.
Limestone	A sedimentary rock, composed mainly of skeletal fragments of marine organisms such as coral, forams and molluscs and which is comprised of calcite and aragonite, which are different crystal forms of calcium carbonate (CaCO3).
Mineral Resource	A concentration or occurrence of material of intrinsic economic interest in or on the earth's crust in such a form and quantity that there are reasonable prospects 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.
Mineral rights	The property rights to exploit an area for its mineral content.
Mineralisation	The concentration of metals and their chemical compounds within a body of rock. More generally, a term applied to accumulations of economic or related minerals in quantities ranging from weakly anomalous to economically recoverable.
Mudstone	A fine-grained sedimentary rock whose original constituents were clays or muds and where the grain size is up to 0.0625 mm and individual grains are too small to be distinguished without a microscope.
Nugget	The proportion of spatial variation in grade that is random.
Open hole	A type of drilling in which no core is recovered.
Ordinary kriging	A form of interpolation of data into regular blocks or a grid in which the interpolation algorithm reflects the natural spatial variability of the data.
Ore	Accumulation of minerals containing a substance which can be economically recovered.
Orebody	A natural concentration of valuable material in the ground that can be extracted and sold at a profit.
PQ	A type of drill bit that produces core with a diameter of 85mm.
Palaeozoic	A period of geological time (an era) which lasted from about 541 to 252 million years ago, and ended with the Permian–Triassic extinction event.
Quaternary	The most recent period of geological time from about 2.6 million years ago to the present day.
Reverse fault	A fault in which the hanging wall has moved upward relative to the footwall and the dip is greater than 45°.

Rinneite	An iron, potassium, sodium chloride salt with the chemical formula K3Na·FeCl6
Room and pillar	A mining system in which a series of parallel drifts are driven, with connections made between these drifts at regular intervals and which leaves a regular pattern of pillars in place for support.
Royalties	Regular payments made by mining companies, usually based on the volume or price of minerals extracted, to governments or landowners as consideration for the right to exploit particular mineral resources.
Salt diaper	A type of structural dome formed when a thick bed of evaporite minerals found at depth intrudes vertically into surrounding rock strata.
Sandstone	A sedimentary rock comprised of sand-sized grains (0.06-2mm) in a fine grained matrix.
Scoping Study	A scoping study is an order of magnitude technical and economic study of the potential viability of Mineral Resources. It includes appropriate assessments of realistically assumed Modifying Factors together with any other relevant operational factors that are necessary to demonstrate at the time of reporting that progress to a Pre-Feasibility Study can be reasonably justified
Seam	A stratiform body of mineralisation thick enough to be mined at a profit.
Sedimentary	A type of rock formed by the deposition and compaction of sediments deposited at the surface of the earth.
Sediments	Solid particles, whether mineral or organic, which have been moved from their position of origin and re-deposited.
Shale	A fine-grained sedimentary rock that forms from the compaction of silt and clay-size mineral particles.
Sill	The total spatial variation of the deposit
Siltstone	A sedimentary rock made up of silt sized particles and which is therefore finer grained than sandstone.
Strata	Layers of rock.
Stratiform	Confined within specific strata.
Stratigraphically	In relation to layers of sedimentary rock.
Strike	Direction taken by a structural surface such as a fault or bedding plane as it intersects a horizontal plane.
Strike slip	Horizontal movement along a fault.
Sylvite	A potassium chloride salt with the chemical formula KCl.
Sylvinite	A sedimentary rock comprising a mixture of sylvite and halite.
Triassic	An interval of geological time from the end of the Permian Period, lasting from approximately 245 million years ago to 208 million years ago.

Tertiary An interval of geological time lasting from approximately 66 million years ago to 2.6 million years ago.

Variogram A graph in which the variability between sample values is plotted against the distance between samples and which can be used to show patterns in the distribution of characteristics of rock (including grade) and to develop kriging parameters.

ABBREVIATIONS

2D	two dimensional
3D	three dimensional
ASTER	Advanced Spaceborne Thermal Emission and Reflection Radiometer
ASX	Australian Stock Exchange
Br	bromine/bromide
BRPM	Bureau de Recherches et de Participations Minieres
Ca	calcium
Cl	Chlorine/Chloride
CPR	Competent Persons' Report
CPS	Country Partnership Strategy
CRIRSCO	Committee for Mineral Reserves International Reporting Standards
DCF	discounted cashflow
EIA	Environmental Impact Assessment
Fe	iron
IOM3	Institute of Materials, Minerals and Mining
JORC	Joint Ore Reserves Committee of Australasia
K	potassium
LSE	London Stock Exchange
MDPA	Mines Domaniales des Potasses d'Alsace
Mg	magnesium
MOP	muriate of potash
MRE	Mineral Resource Estimate
MSL	Moroccan Salts Limited
Na	sodium
OCP	Office Cherifien des Phosphates
ONHYM	Office National des Hydrocarbures et Des des Mines
QAQC	Quality Assurance Quality Control
QXRD	semi-quantitative X-Ray Diffraction
S	sulphur
SO4	sulphate

SOP	sulphate of potash
SRK	SRK Consulting (UK) Limited
USD	United States Dollar
XRF	X-Ray Fluorescence

UNITS

Mt	Million metric tonnes
Kt	Thousand metric tonnes
%	Percent
mm	millimetre
cm	centimetre
m	metre

APPENDIX

EMMERSON PLC

(Incorporated in the Isle of Man with company number 013301V)

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will be held at the offices of Hill Dickinson LLP, 20 Primrose Street, London EC2A 2EW on 1 June 2018 at 10.00 a.m. BST to consider and, if thought fit, to pass the following resolutions, of which resolutions 1 to 3 (inclusive) will be proposed as ordinary resolutions and resolutions 4 will be proposed as a special resolution:

ORDINARY RESOLUTIONS

• 1. THAT the proposed acquisition by the Company of the entire issued share capital of Moroccan Salts Limited (the ''Acquisition'') pursuant to and on the terms and subject to the conditions contained in agreements dated 17 October 2017 and 8 May 2018 made between the Company, as purchaser, Moroccan Salts Limited and the shareholders of Moroccan Salts Limited (as sellers) (together the ''Acquisition Agreement'') as more particularly described in the prospectus of the Company dated 9 May 2018 (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 (''Directors'') 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, the issue by the Company of the Consideration Shares, Placing Shares, the CLN Shares, the Fee Shares, as well as Ordinary Shares deriving from any exercise of outstanding options and warrants granted as at the date of this Meeting free from pre-emption be and is hereby approved.
• 1. THAT, in addition to the authorities granted under Resolution 2, the Directors be generally and unconditionally authorised to
• (a) allot up to 500,000,000 new Ordinary Shares, and
• (b) grant options and warrants to employees, consultants and advisers of the Company on such terms as they see fit,

provided that this authority shall, unless renewed, be varied or revoked by the Company, expire on the conclusion of the next annual general meeting of the Company save that the Company may, before such expiry, make offer(s) or enter agreement(s) which would or might require shares to be allotted after such expiry and the Directors may allot new Ordinary Shares in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired.

SPECIAL RESOLUTIONS

• 1. THAT, subject to and conditional on the passing of resolutions 1 3, the Directors be authorised to allot New Ordinary Shares for cash as if the provisions of article 5.2 of the Company's articles of association did not apply, provided that this power shall be limited to:
• (a) any new Ordinary Shares issued following exercise by employees, consultants or other suppliers of the Company, of options or warrants over new Ordinary Shares granted by the Company and outstanding from time-to-time;
• (b) allotment of the Consideration Shares, the CLN Shares, the Fee Shares and the Placing Shares (as defined in the Prospectus); and

(c) otherwise than pursuant to paragraph (a) and (b) above, the allotment of up to 500,000,000 New Ordinary Shares, such authority to expire (unless and to the extent previously revoked, varied or renewed by the Company in general meeting) at the annual general meeting of the Company next following the passing of this resolution (except that the Directors may allot New Ordinary Shares pursuant to this authority in pursuance of an offer or agreement made prior to the annual general meeting of the Company next following the passing of this resolution and which requires New Ordinary Shares to be allotted after such meeting). The authority granted pursuant to this resolution 4(b) is in substitution for all other previous authorities conferred on the Directors but without prejudice to any allotment of shares already made or offered or agreed to be made pursuant to such authorities.

By order of the Board Registered Office: Cameron William Leslie Pearce, Chairman IOMA House

Hope Street Douglas Isle of Man IM1 1AP

Notes:

• 1. A member who is entitled to attend, speak and vote at the meeting is entitled to appoint another person, or two or more persons in respect of different shares held by him, as his proxy to exercise all or any of his rights to attend and to speak (with the permission of the Chairman), demand a poll, and vote at the meeting.
• 1. Forms for the appointment of a proxy in respect of the meeting have been provided to members with this Notice of meeting (the "Form of Proxy"). To be valid, the Form of Proxy must be completed in accordance with the instructions that accompany it and then delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to FIM Capital Limited, IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP or by fax to +44 (0)1624 604790 or by email to jocallaghan@fim.co.im no later than 48 hours prior to the time and date of the meeting.
• 1. Completion and return of the Form of Proxy does not preclude a member from attending the meeting and voting in person should they wish to do so.
• 1. The Company, pursuant to Regulation 22 of the Uncertificated Securities Regulations 2006 (Isle of Man), specifies that only those members registered in the register of members of the Company as at 6.00 p.m. on the date which is 48 hours prior to the time and date of the meeting (or in the event that the meeting is adjourned, at 6.00 p.m. on the date which is 48 hours before the adjourned meeting) shall be entitled to attend, speak or vote at the meeting in respect of the Ordinary Shares registered in their name at that time. Changes to entries on the register of members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend, speak and vote at the meeting.