ENCOUNTER RESOURCES LIMITED

ASX Announcement 17 September 2021

Notice of General Meeting & Short Form Prospectus

Encounter Resources Limited ( Encounter or the Company ) advises that the Extraordinary General Meeting to seek shareholder approval for the demerger of its West Tanami Project via the in-specie distribution of the shares Encounter owns in its wholly owned subsidiary Hamelin Gold Limited (refer to ASX announcement dated 30 July 2021), is scheduled to be held at Suite 2, 1 Alvan Street, Subiaco, Western Australia on 22 October 2021 at 10.00am (AWST) ( Meeting ).

Please find attached documents:

Letter mailed to shareholders that have not registered with the Company’s share registry to receive electronic notices
Notice of Extraordinary General Meeting / Proxy Form
Short Form Prospectus

This announcement has been authorised for release by the Managing Director of Encounter Resources Limited.

For further information, please contact:

Will Robinson Michael Vaughan Managing Director Fivemark Partners +61 8 9486 9455 +61 422 602 720 [email protected] [email protected]

P +61 8 9486 9455 E [email protected] www.enrl.com.au

Encounter Resources Limited Suite 2, 1 Alvan Street Subiaco WA 6008

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17 September 2021

Dear Shareholders,

GENERAL MEETING – NOTICE AND PROXY FORM AND SHORT FORM PROSPECTUS

Encounter Resources Limited ( Encounter or the Company ) confirms that an Extraordinary General Meeting to seek shareholder approval for the demerger of its West Tanami Project via the in-specie distribution of the shares Encounter owns in its wholly owned subsidiary Hamelin Gold Limited (refer to ASX announcement dated 30 July 2021), is scheduled to be held at Suite 2, 1 Alvan Street, Subiaco, Western Australia on 22 October 2021 at 10.00am (AWST) ( Meeting ).

Whilst Encounter intends to proceed with a physical Meeting as proposed, depending on the status of the evolving COVID-19 situation and Government restrictions on public gatherings in place at the time of the Meeting, the Directors may make a decision prior to the Meeting that Shareholders will not be able to attend the Meeting in person.

Accordingly, the Directors strongly encourage all Shareholders to lodge their directed proxy votes prior to the Meeting and appoint the Chair as their proxy . All voting at the Meeting will be conducted by poll.

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be sending physical copies of the Notice of Meeting, accompanying Explanatory Memorandum, and Schedules, including the short form prospectus relating to the demerger and in-specie distribution of Hamelin Gold Limited shares to eligible Encounter Shareholders ( Short Form Prospectus ) who have not previously opted in to receiving electronic copies (unless physical copies are requested).

Instead, a copy of the Notice of Meeting (including the Short Form Prospectus) will be available electronically under the “ASX announcements” section of the Company’s website at https://www.encounterresources.com.au/investors/ .

As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience.

If you have any difficulties obtaining a copy of the Notice of Meeting, please contact the Company Secretary on (08) 9316 9100.

The Federal and State Governments are implementing a wide range of measures to contain or delay the spread of COVID-19. If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company’s Notice of Meeting and accompanying Explanatory Memorandum and Schedules ( Notice of Meeting ), the Company will notify Shareholders accordingly via the Company’s website at www.enrl.com.au and the ASX Company’s Announcement Platform at asx.com.au (ASX:ENR). Any Shareholders who plan to physically attend the Meeting should closely monitor these platforms for any updates from the Company in regard to attending the Meeting in person and alternative arrangements.

P +61 8 9486 9455 E [email protected] www.enrl.com.au

Encounter Resources Limited Suite 2, 1 Alvan Street Subiaco WA 6008

If Shareholders do not attend the Meeting in person, they will be able to participate by:

(a) voting prior to the Meeting by lodging the enclosed proxy form attached to the Notice of Meeting by no later than 10.00am (AWST) on 20 October 2021, as per the instructions on the proxy form; and
(b) lodging questions in advance of the Meeting by emailing the questions to the Chairman at [email protected] by no later than 20 October 2021.

If, in response to Federal and State Governments restrictions on public gatherings, the Company puts in place alternative teleconference or online meeting facilities, detailed instructions on how to access such facilities, will be made available to Shareholders on the Company’s website at www.enrl.com.au and the ASX Company’s Announcement Platform at asx.com.au (ASX: ENR) prior to the Meeting.

HAMELIN GOLD LIMITED – PROSPECTUS

As previously announced and detailed in the Notice of Meeting, Encounter is proposing, subject to obtaining shareholder approval at the General Meeting, to demerge the West Tanami Project via the distribution in-specie to its shareholders of 100% of the shares in Hamelin Gold. It is intended that Hamelin Gold will undertake an initial public offering of its shares to facilitate an ASX listing ( Hamelin Gold IPO ). The Hamelin Gold IPO will include a priority offer to existing eligible shareholders of Encounter. The record date for eligible Encounter shareholders participation in the priority offer under the Hamelin Gold IPO is 23 September 2021.

The prospectus for the Hamelin Gold IPO will be available from the Hamelin Gold website on www.hamelingold.com.au .

Encounter shareholders who wish to update their details to be able to receive communications and notices electronically can do so by visiting the Company’s share registry website at https://investor.automic.com.au and registering an account.

Sincerely,

Will Robinson Managing Director

P +61 8 9486 9455 E [email protected] www.enrl.com.au

Encounter Resources Limited Suite 2, 1 Alvan Street Subiaco WA 6008

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Encounter Resources Limited ACN 109 815 796 Notice of Extraordinary General Meeting and Explanatory Memorandum

Date of Meeting: 22 October 2021 Time of Meeting: 10.00am AWST Place of Meeting: Suite 2, 1 Alvan Street Subiaco WA 6008

This is an important document. Please read it carefully.

If you are unable to attend the Extraordinary General Meeting ( Meeting ), please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.

With regards to the COVID-19 pandemic, the Company will adhere to any social distancing measures prescribed by government authorities at the Meeting, and Shareholders attending the Meeting will need to ensure they comply with the protocols. The Company is concerned for the safety and health of Shareholders, staff and advisers, so we will put in place necessary measures including any social distancing requirements.

The Resolution to be put to the Meeting will be decided by poll vote, as a combination of proxy votes lodged, together with any votes cast in person at the Meeting. Accordingly, Shareholders are encouraged to lodge their votes online via the Company’s Registry (https://investor.automic.com.au/#/loginsah) or via the proxy form to be supplied.

Any questions that Shareholders would like to put to the Meeting can also be emailed to the Chairperson ([email protected]) by 20 October 2021.

Notice of Extraordinary General Meeting

Notice is hereby given that the Meeting of Shareholders of Encounter Resources Limited ACN 109 815 796 ( Company or Encounter ) will be held at Suite 2, 1 Alvan Street Subiaco WA 6008 on 22 October 2021 at 10.00am AWST.

A copy of this Notice of Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities and Investments Commission ( ASIC ) in accordance with section 256C of the Corporations Act. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the contents of this document.

Agenda

Ordinary business

Resolution 1: Reduction of Capital and In-specie Distribution

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“ That, pursuant to and for the purposes of sections 256B and 256C of the Corporations Act and for all other purposes, on the In-specie Distribution Record Date set on or after the date this resolution is passed by the Directors to determine the entitlements of Shareholders to participate in the reduction of capital,

(1) the capital of the Company be reduced, on the terms set out in the Explanatory Memorandum ( Capital Reduction ), without cancelling any Shares, by an amount equal to the market value (as assessed by the Directors of the Company) of all the fully paid ordinary shares in the capital of Hamelin Gold Limited ACN 650 439 580 ( Hamelin Gold ) less a Demerger Dividend (if any) with effect as at the In-specie Distribution Record Date set by the Directors to determine entitlements to the distribution and transfer referred in paragraph (b) of this Resolution; and
(2) the Capital Reduction, and Demerger Dividend (if any), be satisfied by the distribution ( In-specie Distribution ) of 100% of the fully paid ordinary shares the Company owns in Hamelin Gold ( Hamelin Gold Shares ) to Shareholders registered as such on the In-specie Distribution Record Date ( Eligible Shareholders ) on a pro-rata basis, on the ratio which is currently expected to be 1 Hamelin Gold Share for every 5.271 Company Shares held at the In-specie Distribution Record Date ( Distribution Shares ), to be effected in accordance with the Constitution, the Corporations Act, the ASX Listing Rules and as otherwise determined by the Directors, with the consequence that each Eligible Shareholder on the In-specie Distribution Record Date shall be deemed to have consented to becoming a Hamelin Gold Shareholder and being bound by its constitution, on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.”

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

Notes that terms used in this Notice of Meeting are defined in the “Interpretation” section of the accompanying Explanatory Memorandum. A detailed summary of the Resolution is contained within the Explanatory Memorandum.

The Resolution at this Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting.

By order of the Board

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Mr Dan Travers Joint Company Secretary 17 September 2021

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Notice of Extraordinary General Meeting

Proxies and representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a Shareholder is entitled to cast two or more votes at the Meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the Shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a Shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under section 250D of the Corporations Act 2001 ( Cth ) ( Corporations Act ) . The proxy form must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a corporation, in a manner permitted by the Corporations Act .

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, scanned and emailed or sent by facsimile transmission to the address listed below or as otherwise specified on the proxy form not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

BY MAIL Automic GPO Box 5193 Sydney NSW 2001 BY FAX +61 2 8583 3040	ONLINE Lodge your vote online at https://investor.automic.com.au/#/loginsah or scan the QR code on the proxy form BY EMAIL [email protected] ALL ENQUIRIES TO 1300 288 664 (within Australia) +61 9698 5414 (outside Australia)

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s Registry. A proxy form is attached to this Notice.

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm AWST on 20 October 2021. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, either holder may sign.
Power of Attorney:	To sign under Power of Attorney, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

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Explanatory Memorandum

1. Introduction

This Explanatory Memorandum is provided to Shareholders of Encounter Resources Limited ACN 109 815 796 ( Encounter or Company ) to explain the Resolution to be put to Shareholders at an Extraordinary General Meeting ( Meeting ) to be held at Suite 2, 1 Alvan Street Subiaco WA 6008 on 22 October 2021 commencing at 10.00am AWST.

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolution.

The Directors unanimously recommend that Shareholders vote in favour of the Resolution. The Chairperson of the Meeting intends to vote all available undirected proxies in favour of Resolution.

Terms used in the Notice of Meeting and this Explanatory Memorandum are defined in section 7.

2. Regulatory Matters in respect of Resolution 1

Under applicable ASIC guidelines, the invitation to Shareholders to vote on Resolution 1 of the Notice of Meeting constitutes an “offer” to transfer Hamelin Gold Shares to Eligible Shareholders pursuant to the In-specie Distribution under Chapter 6D of the Corporations Act and a prospectus is required unless an exemption applies or ASIC provides relief. As no exemptions apply and no relief was sought, the Company has prepared a prospectus that contains information in relation to the Company and Hamelin Gold ( Short Form Prospectus ).

The Short Form Prospectus has been lodged with ASIC at the same time as this Notice of Meeting. The Company recommends that all Shareholders read the Short Form Prospectus carefully in conjunction with this Notice of Meeting.

2.1 No Material Information

There is no information known to the Company that is material to the decision by a Shareholder on how to vote on Resolution 1 other than as disclosed in this Notice of Meeting and Explanatory Memorandum, the accompanying Short Form Prospectus and information that the Company has previously disclosed to Shareholders.

2.2 Purpose of this Notice of Meeting

Amongst other matters, the main purpose of this Notice of Meeting is to:

(a) explain the terms of the Proposed Transaction, and the manner in which the Proposed Transaction (or parts of the Proposed Transaction) will be implemented (if approved); and
(b) to provide such information as is prescribed or otherwise material to the decision of Shareholders whether or not to approve Resolution 1 required to give effect to the Proposed Transaction.

2.3 ASIC and ASX

Copies of the Notice of Meeting and Explanatory Memorandum have been lodged with ASIC in accordance with section 256C(5) of the Corporations Act. Neither ASIC nor its officers take any responsibility for the contents of the Notice of Meeting and Explanatory Memorandum.

Copies of the Notice of Meeting and Explanatory Memorandum, together with some further information, have been lodged with the ASX. Neither the ASX nor any of its officers take any responsibility for the contents of the Notice of Meeting and Explanatory Memorandum. The fact that the ASX may admit Hamelin Gold to the Official List is not to be taken in any way as an indication of the merits of an investment in Hamelin Gold.

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Explanatory Memorandum

2.4 Disclosure to ASX

The Company is a company whose ordinary securities are quoted on the ASX and as such is subject to regular reporting and disclosure obligations. Copies of all documents lodged in relation to the Company may be obtained from https://www2.asx.com.au/markets/trade-ourcash-market/announcements.

2.5 Forward Looking Statements

Some of the statements appearing in this document may be in the nature of forward looking statements. The words ‘anticipate’, ‘believe’, ‘expect’, ‘project’, ‘forecast’, ‘estimate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘target’, ‘plan’, ‘consider’, ‘foresee’, ‘aim’, ‘will’ and similar expressions are intended to identify forward looking statements. Indications of guidance on future production, resources, reserves, sales, capital expenditure, earnings and financial position and performance are also forward looking statements.

You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties, many of which are outside the Company’s control. Those risks and uncertainties include factors and risks specific to the Company and Hamelin Gold such as (without limitation):

(a) the status of exploration and mining applications and licences and the risks associated with the non-grant or expiry of those applications and licences;
(b) liquidity risk;
(c) risks associated with the exploration or developmental stage of projects;
(d) native title claims;
(e) funding risks;
(f) operational risks;
(g) climate change regulation;
(h) changes to Government fiscal;
(i) monetary and regulatory policies;
(j) the impact of actions of Governments;
(k) the potential difficulties in enforcing agreements;
(l) protecting assets;
(m) uncertainties associated with defining resource estimates and the imprecise nature of resource and reserve statements;
(n) any circumstances adversely affecting areas in which the Company or Hamelin Gold operates;
(o) fluctuations in the production, volume and price of commodities;
(p) any imposition of significant obligations under environmental regulations;
(q) fluctuations in exchange rates;
(r) the fluctuating industry and commodity cycles;

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Explanatory Memorandum

(s) the impact of inflation on operating and development costs;
(t) taxation;
(u) regulatory issues and changes in law and accounting policies;
(v) the adverse impact of wars, terrorism, political, economic or natural disasters;
(w) the impact of changes to interest rates;
(x) loss of key personnel;
(y) delays in obtaining or inability to obtain any necessary Government and regulatory approvals; and
(z) insurance and occupational health and safety.

For more information on the risk factors facing Hamelin Gold, please refer to sections 5.8 and 5.9.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and such deviations are both normal and to be expected. None of the Company, Hamelin Gold, any of their respective officers or any person named in this document or involved in the preparation of this document make any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, or any events or results expressed or implied in any forward looking statement, and you are cautioned not to place undue reliance on those statements.

Subject to any continuing obligations under any applicable law or the Listing Rules, the Company and Hamelin Gold expressly disclaim any obligation to give any updates or revisions to any forward looking statements to reflect any change in events, conditions or circumstances on which any such statement is based.

The forward looking statements in this document reflect views held only as at the date of this document.

2.6 Foreign Shareholders

(a) New Zealand

This Notice of Meeting is not a New Zealand disclosure document and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Financial Markets Conduct Act 2013 or any other New Zealand law. The offer of Hamelin Gold Shares under the Demerger is being made to existing shareholders of Encounter in reliance upon the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 and, accordingly, this Notice of Meeting may not contain all the information that a disclosure document is required to contain under New Zealand law.

(b) Singapore

This Notice of Meeting and any other materials relating to the Hamelin Gold Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Notice of Meeting and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Hamelin Gold Shares, may not be issued, circulated or distributed, nor may the Hamelin Gold Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of

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Explanatory Memorandum

Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This Notice of Meeting is being made available to less than 50 persons in Singapore. You may not forward or circulate this Notice of Meeting to any other person in Singapore. Any offer is not made to you with a view to the Hamelin Gold Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Hamelin Gold Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

(c)

United Kingdom

Neither this Notice of Meeting nor any other document relating to the distribution has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the Hamelin Gold Shares.

The Hamelin Gold Shares may not be offered or sold in the United Kingdom by means of this Notice of Meeting or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This Notice of Meeting is issued on a confidential basis in the United Kingdom to fewer than 150 persons who are existing shareholders of Encounter. This Notice of Meeting may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the Hamelin Gold Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to Encounter.

In the United Kingdom, this Notice of Meeting is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investment to which this Notice of Meeting relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this Notice of Meeting.

(d) Germany

This Notice of Meeting has not been, and will not be, registered with or approved by any securities regulator in Germany or elsewhere in the European Union. Accordingly, this Notice of Meeting may not be made available, nor may the Hamelin Gold Shares be offered, in Germany except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation").

In accordance with Article 1(4) of the Prospectus Regulation, an offer of Hamelin Gold Shares in Germany is limited:

(1) to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation);
(2) to fewer than 150 natural or legal persons (other than qualified investors); or

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Explanatory Memorandum

(3) in any other circumstance falling within Article 1(4) of the Prospectus Regulation.

2.7 Ineligible Shareholders

Shareholders on the In-specie Distribution Record Date with a registered address other than in an Eligible Country ( Ineligible Shareholders ) will have their pro-rata entitlement of Hamelin Gold Shares in the In-specie Distribution sold by the Lead Manager ( Nominee ) engaged by the Company and the net proceeds paid to the Ineligible Shareholders, with the timing of the sale to coincide with Hamelin Gold successfully completing the Capital Raising, being admitted to ASX and a market for Hamelin Gold Shares being established on the ASX.

The Nominee will act on a best efforts only basis to sell the Ineligible Shareholders’ Hamelin Gold Shares, and will not be liable to the Ineligible Shareholders for any loss suffered as a result.

The release, publication or distribution of the Notice of Meeting and Explanatory Memorandum in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions, and persons outside of Australia who come into possession of the Notice of Meeting and Explanatory Memorandum should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

The Notice of Meeting and Explanatory Memorandum have been prepared in accordance with Australian law and are subject to Australian disclosure requirements. The information contained in the Notice of Meeting and Explanatory Memorandum may not be the same as that which would have been disclosed if the Notice of Meeting and Explanatory Memorandum had been prepared in accordance with the laws and regulations of a jurisdiction outside of Australia.

Financial information in this Explanatory Memorandum has been prepared in accordance with the classification and measurement principles of the Australian Accounting Standards and is presented in an abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act.

This Notice of Meeting and Explanatory Memorandum does not constitute an offer of Hamelin Gold Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the Hamelin Gold Shares may not be offered, in any country outside Australia except to the extent permitted below.

2.8 Eligible Shareholders

No action has been taken to register or qualify the Hamelin Gold Shares or otherwise permit a public offer of such securities in any jurisdiction outside Australia.

Based on the information available to Encounter, Shareholders whose addresses are shown in the register on the In-specie Distribution Record Date as being in the following jurisdictions will be entitled to have Hamelin Gold Shares issued to them under the In-specie Distribution subject to any qualifications set out below in respect of that jurisdiction:

(a) Australia;
(b) Germany, where (i) the Shareholder is a “qualified investor” (as defined in Article 2(e) of the Prospectus Regulation) or (ii) the number of other Shareholders is less than 150);
(c) New Zealand;
(d) United Kingdom, where the number of Shareholders is less than 150;

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Explanatory Memorandum

(e) Singapore, where the Shareholder is an “institutional investor” (as such term is defined in the Securities and Futures Act of Singapore) or the number of Shareholders is less than 50; and
(f) any other person or jurisdiction in respect of which Encounter reasonably believes that it is not prohibited and not unduly onerous or impractical to issue Hamelin Gold Shares to a Shareholder with a registered address in such jurisdiction.

Nominees, custodians, and other Shareholders who hold Encounter Shares on behalf of a beneficial owner resident outside Australia and New Zealand, may not forward this Notice of Meeting (or any accompanying document) to anyone outside these countries without the consent of Encounter.

2.9 Estimates

All references to, and derivations of, estimates are references to estimates and derivations by the Company’s management, unless otherwise indicated. Management estimates and derivations are based on views at the date of this Explanatory Memorandum, and actual facts or outcomes may be materially different from those estimates.

Any discrepancies between totals in tables and sums of components contained in the Explanatory Memorandum and between those figures and other figures referred to in other parts of this Explanatory Memorandum are due to rounding.

2.10 Responsibility Statement

The Explanatory Memorandum has been prepared by the Company and the Board as at the date of the Explanatory Memorandum and the Company and the Board are responsible for the Explanatory Memorandum.

2.11 No Financial Product Advice

This document does not constitute financial product, taxation or investment advice or a recommendation in respect of the Hamelin Gold Shares. It has been prepared without taking into account the objectives, financial situation or needs of Shareholders or other persons. Before deciding how to vote or act, Shareholders should consider the appropriateness of the information, having regard to their own objectives, financial situation and needs and seek legal, taxation and financial advice appropriate to their circumstances.

Neither the Company nor Hamelin Gold are licensed to provide financial product advice. No cooling-off regime applies in respect of the acquisition of Hamelin Gold Shares under the Inspecie Distribution (whether the regime is provided for by law or otherwise).

2.12 Investment Decisions

The Notice of Meeting and Explanatory Memorandum is important and requires your immediate attention. It should be read in its entirety before making a decision on whether or not to vote in favour of Resolution 1. The Notice of Meeting and Explanatory Memorandum are intended for all Eligible Shareholders collectively and does not take into account the investment objectives, financial situation and particular needs of each individual Eligible Shareholder or any other particular person. This Notice of Meeting and Explanatory Memorandum should not be relied upon as the sole basis for any investment decision in relation to the Proposed Transaction. Before making any investment decision in relation to these matters you should consider, preferably with the assistance of a professional adviser, whether that decision is appropriate in the light of your particular investment needs, objectives and financial circumstances. If you are in any doubt about what you should do you should seek independent financial and taxation advice before making any investment decision in relation to the Proposed Transaction.

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2.13 Privacy

The Company may collect personal information in the process of implementing the Proposed Transaction. This information may include the names, contact details and security holdings of Eligible Shareholders and the names of persons appointed by Eligible Shareholders to act as proxy, corporate representative or attorney at the Meeting. The primary purpose of collecting this information is to assist the Company in conducting the Meeting and to enable the Proposed Transaction to be implemented by the Company in the manner described in this Explanatory Memorandum.

Personal information may be disclosed to Hamelin Gold, the Registry, print and mail service providers, authorised securities brokers, securities authorities and to related bodies corporate of the Company or Hamelin Gold. Eligible Shareholders have the right to access personal information that has been collected. An Eligible Shareholder who wishes to access personal information should contact the Company’s Registry, on 1300 288 664 (within Australia) or +61 9698 5414 (overseas).

Eligible Shareholders who appoint a named person to act as their proxy, corporate representative or attorney at a meeting of the Company should inform that person of the matters outlined above.

2.14 No Internet Site is Part of this Document

No internet site is part of this Notice of Meeting and Explanatory Memorandum. The Company maintains an internet site (https://www.enrl.com.au/). Any reference in this document to this internet site is a textual reference only and does not form part of this document.

2.15 Competent Persons Statement

The information in this report that relates to exploration results is based on information compiled by Ms Lynda Burnett, BSc (Hons), a Competent Person who is a member of the AusIMM. Ms Burnett is the Principal of GeoLucid, a geological consultancy with expertise in mineral exploration and management. Ms Burnett is a geologist and mining company director with over 35 years of experience in the mining industry. Ms Burnett has held full time executive roles with junior listed mining companies, and large multinational mining companies across a range of commodities. As a specialist in gold exploration, Ms Burnett has held roles such as Director Exploration Australia for Newmont Asia Pacific and Manager Exploration Business Development for greenfields gold and copper projects in the Asia Pacific Region as part of a global group. Ms Burnett has sufficient experience, which is relevant to the style of mineralisation, geology, and type of deposit under consideration and to the activity being undertaken, to qualify as a Competent Person under the 2012 JORC Code. Ms Burnett consents to the inclusion in this document of the matters based on the information compiled by her, in the form and context in which it appears.

References are made throughout this document to historical exploration programs and their results. Except for results reported in the past three years, the results have not been previously reported in accordance with the JORC code. These results should therefore be interpreted with a degree of caution; however, Ms Burnett considers the results adequate for the purpose of indicating geological prospectivity.

The Company confirms that it is not aware of any new information or data that materially affects the information in the relevant ASX releases and the form and context of the announcement has not materially changed.

3. Resolution 1: Reduction of Capital and In-specie Distribution

3.1 Corporations Act Requirements

The proposed Capital Reduction and associated In-specie Distribution is an equal capital reduction.

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Under section 256B of the Corporations Act, a company may only reduce its share capital in a way that is not otherwise authorised by law if the reduction:

(a) is fair and reasonable to the company’s shareholders as a whole;
(b) does not materially prejudice the company’s ability to pay its creditors; and
(c) is approved by shareholders in accordance with section 256C of the Corporations Act.

The Directors believe that the proposed Capital Reduction under the Proposed Transaction is fair and reasonable to Shareholders as a whole and does not materially prejudice the Company’s ability to pay its creditors.

Under the proposed Capital Reduction, each Shareholder is treated equally and in the same manner since the terms of the Capital Reduction and In-specie Distribution are the same for each Shareholder. The In-specie Distribution of Hamelin Gold Shares to Eligible Shareholders is on a pro-rata basis, and the proportionate ownership interest of each Shareholder remains the same before and after the In-specie Distribution (save only that Ineligible Shareholders will have their Hamelin Gold Shares sold in the Sale Facility). Further, the Directors consider that the reduction of capital will not result in the Company being insolvent at the time or after the Inspecie Distribution.

In accordance with the Corporations Act:

(a) the proposed Capital Reduction is an equal reduction and requires approval by an Ordinary Resolution passed at a meeting of Shareholders;
(b) this Explanatory Memorandum sets out all information known to the Company that is material to the decision on how to vote on Resolution 1; and
(c) the Company has lodged with ASIC a copy of this Notice of Meeting and Explanatory Memorandum and accompanying Short Form Prospectus.

The Short Form Prospectus accompanies this Notice of Meeting and Explanatory Memorandum and has been lodged with ASIC at the same time as this Notice of Meeting and Explanatory Memorandum. The Company recommends that all Shareholders read the Short Form Prospectus carefully in conjunction with this Notice of Meeting and Explanatory Memorandum. Subject to the satisfaction of the Transaction Conditions, the Short Form Prospectus also allows Shareholders to sell their Hamelin Gold Shares within the first 12 months after receiving them without further disclosure (subject to any applicable escrow requirements).

3.2 ASX Listing Rule Requirements

ASX Listing Rule 7.17 provides in part that if a listed entity offers its security holders an entitlement to securities in another entity, it must meet the following requirements:

(a) the offers must be pro-rata, or made in another way that, in ASX’s opinion, is fair in all the circumstances;
(b) the record date to decide entitlements must be at least 4 business days after the prospectus for the offer is given to ASX; and
(c) there must be no restriction on the number of securities which a holder must hold before the entitlement accrues. This rule does not apply if the resulting holding would be less than a holding with a value of $500 and no facility to round up is offered.

The Directors believe that the Proposed Transaction satisfies the requirements of Listing Rule 7.17, as the issue of Hamelin Gold Shares is being made to Shareholders on a pro-rata basis, the In-specie Distribution Record Date is set to be 28 October 2021 and there is no restriction on the number of Shares a Shareholder must hold before the entitlement to the Hamelin Gold

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Shares accrues. Eligible Shareholders, as at the Priority Offer Record Date (set to be 23 September 2021), will also be entitled to participate on a pro-rata basis in the priority offer to be carried out in connection with the Capital Raising by Hamelin Gold.

Further details regarding the Proposed Transaction and Hamelin Gold are set out in sections 4 and 5, respectively to this Explanatory Memorandum.

4. The Proposed Transaction

4.1 Background and Overview of the Proposed Transaction

Encounter (or the Company) is an Australian resident company that was incorporated on 30 June 2004 and whose Shares became listed on the ASX on 24 March 2006. The Company is a project generation and mineral exploration company with a focus on discovering major gold and copper deposits in Australia.

Encounter holds a major ground position in the emerging Paterson Province where it is exploring for copper-gold deposits at its 100% owned Lamil Project and for copper-cobalt deposits at the Yeneena Project with highly successful mining and exploration company IGO Limited (ASX:IGO).

Encounter controls a major land position in the West Tanami region covering 100km of strike along a major structural corridor and the Aileron copper-gold-rare earths IOCG project in the West Arunta in Western Australia.

In addition, Encounter owns a series of camp scale, first mover opportunities in the Northern Territory with potential to contain large, sedimentary-hosted and IOCG style copper deposits. This includes the Elliott Copper Project which is being advanced in partnership with BHP via an earn-in and joint venture.

On 24 May 2021, the Company incorporated the wholly owned Australian resident subsidiary, Hamelin Gold to acquire (through acquisition of another Encounter subsidiary, Hamelin Resources Pty Ltd ACN 140 741 340 ( Hamelin Resources )) the tenements and associated infrastructure and assets that comprise the West Tanami Gold Project ( West Tanami Project ). Hamelin Gold has reserved the ticker “HMG” with ASX to use as its ASX ticker code.

A detailed overview of the West Tanami Project is set out in Schedule 1 to this Notice of Meeting and Explanatory Memorandum.

Hamelin Resources, a wholly owned subsidiary of Encounter, holds the tenements comprising the West Tanami Project and until recently various other tenements and assets which do not relate to the West Tanami Project. These unrelated tenements and assets may be summarised as follows:

(a) (Lamil and East Thomson Dome Projects) copper-gold projects in the Paterson Province in the Pilbara region of Western Australia;
(b) (Aileron Project) copper-gold project in the West Arunta region of Western Australia; and
(c) (Rani Project) early stage gold project in the Eastern Goldfields region of Western Australia.

The Directors see considerable underlying value in the West Tanami Project that is potentially not fully valued by the market.

The Company has, prior to the Demerger (as defined below), transferred the shares that it holds in Hamelin Resources to Hamelin Gold, so that Hamelin Resources has become a wholly owned subsidiary of Hamelin Gold. Immediately prior to Hamelin Gold acquiring Hamelin Resources, Hamelin Resources has (or to the extent that it has not already, will)

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transfer to two Encounter subsidiaries (being, Encounter Paterson Pty Ltd ACN 651 853 637 ( EP ) and Encounter Aileron Pty Ltd ACN 651 852 256 ( EA )) the unrelated tenements and assets held by Hamelin Resources.

As announced by the Company on 30 July 2021, the Company is proposing to, subject to Shareholder approval, demerge Hamelin Gold (and accordingly, the West Tanami Project), by way of a capital reduction and in-specie distribution to Shareholders ( Demerger ). It is intended that Hamelin Gold will undertake an initial public offering of its securities to facilitate an ASX listing in conjunction with the Demerger. It is intended that the initial public offering of Hamelin Gold Shares will include a priority offer to Eligible Shareholders of the Company as at the Priority Offer Record Date, whilst also providing an opportunity for new investors in Hamelin Gold.

The Board considers that separating the West Tanami Project into another listed company will potentially unlock unrecognised value for Shareholders, enabling the systematic exploration of this underexplored belt scale gold project and will attract strong investor attention and valuation as a standalone gold focused entity, as well as allow the Company to maintain its focus on its primarily copper focused portfolio in the Paterson Province in Western Australia, the Greater McArthur Superbasin in the Northern Territory and the West Arunta region of Western Australia.

4.2 Proposed Transaction

The Company proposes to, subject to the satisfaction or waiver of the Transaction Conditions set out in section 4.9, undertake the Demerger, Capital Raising and subsequent listing of Hamelin Gold on the ASX as follows (the Proposed Transaction ):

(a) the Company has effected an internal company restructure ahead of the proposed Demerger, including to:
(1) ( Tenement Transfer Agreements ) enter into arrangements with two Encounter subsidiaries (being EA and EP) as buyers and Hamelin Resources as the seller for the transfer of the unrelated tenements (being, E30/517, E30/527, E45/3446, E45/4613, P45/2750, P45/2751, P45/2752, P45/3032, ELA45/5630, E80/5169, E80/5469, E80/5470 and E80/5522) so that these assets remain with the Encounter group post Demerger;
(2) ( Share Sale Agreement ) enter into a share sale agreement with Hamelin Gold and Hamelin Resources for the transfer of Hamelin Resources to Hamelin Gold. Hamelin Gold has paid Encounter consideration for the purchase of the Hamelin Resources shares, at the then net asset value, after transfer of the unrelated tenements the subject of the Tenement Transfer Agreements. A loan of $135,636 owing by Hamelin Resources to Encounter will remain payable;
(3) ( Subdivision ) Hamelin Gold has undertaken a subdivision of its share capital on a 1 to 60,000,000 basis, to have 60,000,000 shares on issue prior to the implementation of the Demerger; and
(4) ( Loan Deed ) the Company, Hamelin Resources and Hamelin Gold entered into a deed of loan, in which Encounter agrees to pay or advance certain amounts to Hamelin Gold in connection with costs and expenses of or in connection with the undertaking or preparing to undertake the initial public offering of Hamelin Gold;
(b) Encounter Shareholders approve the Demerger, being the Capital Reduction and Inspecie Distribution the subject of Resolution 1;
(c) Encounter will distribute 100% of the 60,000,000 fully paid ordinary Hamelin Gold Shares (being 60,000,000 Hamelin Gold Shares), which Encounter holds in Hamelin Gold (the indirect owner of the West Tanami Project via its 100% holding of Hamelin Resources), to Encounter Shareholders at no cost to them, using the calculation which

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is expected to be 1 Hamelin Gold Share for every 5.271 Encounter Shares held at the In-specie Distribution Record Date (with Ineligible Shareholders receiving cash proceeds for their entitlements under the Sale Facility);

(d) Hamelin Gold will undertake an initial public offering of its shares involving the issue of a prospectus pursuant to section 710 of the Corporations Act to offer a minimum of 50,000,000 Hamelin Gold Shares at an issue price of $0.20 each to raise $10,000,000 and a maximum of 60,000,000 Hamelin Gold Shares at an issue price of $0.20 each to raise $12,000,000, including a priority offer to Eligible Shareholders, in connection with the listing of Hamelin Gold on the ASX;
(e) Hamelin Gold proposes to list on the ASX and will seek approval to be granted official quotation by the ASX; and
(f) on completion of the Hamelin Gold IPO and listing, Hamelin Gold will pay the Company the amount owing under the Loan Deed.

The Demerger will be governed by a Demerger Deed entered into between Encounter and Hamelin Gold. Please see section 5.11(a) for a summary of the Demerger Deed.

The In-specie Distribution of Hamelin Gold Shares by Encounter will only be available to Eligible Shareholders registered on the In-specie Distribution Record Date with a registered address in an Eligible Country, and not to the public in general.

Subject to the satisfaction or waiver of the Transaction Conditions and once the Hamelin Gold Shares have been distributed, the Company will seek to have those shares listed on the ASX. The number of Hamelin Gold Shares to be distributed to Eligible Shareholders is determined as at the date of this Notice of Meeting (being 60,000,000 Hamelin Gold Shares), however, the Company notes that the actual ratio of Hamelin Gold Shares proposed to be distributed per Encounter Share under the In-specie Distribution remains subject to any changes to the Company’s capital structure following the date of this Explanatory Memorandum, including the conversion of Options currently on issue prior to the distribution of Hamelin Gold Shares.

As set out below, Hamelin Gold also proposes to undertake a capital raising involving the issue of a minimum of 50,000,000 Hamelin Gold Shares at an issue price of $0.20 and a maximum of 60,000,000 Hamelin Gold Shares at an issue price of $0.20 (with a priority offer of 25,000,000 Hamelin Gold Shares, being $5,000,000 to Eligible Shareholders as at the Priority Offer Record Date on a pro rata basis) in connection with the listing of Hamelin Gold Shares on the ASX ( Capital Raising ).

Following completion of the proposed In-specie Distribution, and on completion of the Capital Raising, the Company will retain a nil interest in Hamelin Gold.

The Demerger is subject to the Transaction Conditions set out in section 4.9.

Shareholders should refer to matters set out in section 4.8 relating to the ATO Class Ruling to be sought by the Company and the summary of taxation implications of the Demerger set out in section 4.17.

4.3 Timetable

The indicative timetable for the Proposed Transaction is set out below:

Action	Date
Encounter Notice of Meeting and Short Form Prospectus lodged with ASIC and ASX	17 September 2021
Priority Offer Record Date for the Capital Raising	23 September 2021

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Extraordinary General Meeting to approve the Capital Reduction and In-specie Distribution	22 October 2021
ASX informed of Shareholder approval for the In-specie Distribution (if obtained)	22 October 2021
Capital Reduction Effective Date	25 October 2021
In-specie Distribution Record Date	28 October 2021
Completion of In-specie Distribution	29 October 2021
Completion of Capital Raising	1 November 2021
Expected quotation of Hamelin Gold Shares	4 November 2021

Note: The dates shown in the table above are indicative only and may be changed at the discretion of the Directors, subject to the Corporations Act, the Listing Rules and other applicable laws.

4.4 Capital Raising

As noted in section 4.2(d), Hamelin Gold also proposes to proceed with the issue of a prospectus pursuant to section 710 of the Corporations Act and offer a minimum of 50,000,000 Hamelin Gold Shares at an issue price of $0.20 to raise $10,000,000 and a maximum of 60,000,000 Hamelin Gold Shares at an issue price of $0.20 to raise $12,000,000, with a prorata priority offer of up to 25,000,000 Hamelin Gold Shares, being $5,000,000 to be afforded to Eligible Shareholders on the Priority Offer Record Date and the balance to the general public.

4.5 Restructure

The current ownership structure of Hamelin Gold and the West Tanami Project is set out below (following the internal restructure undertaken on 14 September 2021 in advance of the Demerger as set out in Section 5.11(c)).

==> picture [163 x 265] intentionally omitted <==

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In the event that:

(a) the Transaction Conditions are satisfied;
(b) the Demerger is effected; and
(c) the Capital Raising and listing is completed,

the corporate structure of the Company and Hamelin Gold will be as set out below.

==> picture [455 x 198] intentionally omitted <==

4.6 Overview of the West Tanami Project

Provided the Proposed Transaction is completed, the West Tanami Project (initially acquired by Encounter in 2017) will be demerged from Encounter into Hamelin Gold. Hamelin Gold’s focus will be the exploration and development of the West Tanami Project.

The West Tanami Project is a belt scale gold project that covers 100km of strike along the major structural corridor (Trans-Tanami Structure) that extends through the Tanami region of Western Australia (refer to Figures 1 and 2 of Schedule 1). Encounter’s ground holdings in the Tanami cover 2,277km[2] of a well mineralised, emerging gold province that is significantly underexplored.

The West Tanami Project has been subject to sporadic and fragmented exploration in the past. The attraction of the project area was enhanced by new datasets provided by the Geological Survey of Western Australia and material new near mine gold discoveries at Newmont Corporation’s +14Moz Callie gold mine (in Northern Territory, across the Western Australian boarder from the West Tanami Project)[1 ] (refer to Figure 2 of Schedule 1).

In May 2018, Encounter entered three separate unincorporated joint ventures with a wholly owned subsidiary of Newcrest Mining Limited ACN 005 683 625 ( Newcrest ) covering the West Tanami Project. While in joint venture, Newcrest completed an 18,400km line airborne magnetic survey, extensive heritage clearances and one program of broad space RC drilling. In December 2020, Newcrest advised of its decision to withdraw from the West Tanami Project joint ventures. As such Encounter regained 100% control of the West Tanami Project.

The West Tanami Project contains open, high-grade gold intersections under shallow cover, significant kilometres scale unexplored geochemical anomalies and a suite of untested geophysical targets with supporting geochemistry in a tier 1 jurisdiction.

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The priority prospects include:

High-grade gold intersections under shallow cover:

Hutch’s Find Prospect:
Gold/arsenic anomalism in colluvium over 5km of strike
Limited drilling has returned 19m @ 2.3g/t Au from 98m and 10m @ 5.4g/t Au from 123m[2]
Camel Prospect:
Significant zone of gold/arsenic anomalism in shallow drilling over 2km of strike
7.2m @ 3.1g/t Au from 95m[2]

Large geophysical targets with supporting geochemistry:

Bandicoot and Quenda Prospect:
Two large untested magnetic anomalies coincident with gold-arsenic geochemical anomalism adjacent to an interpreted major structure
EIS co-funded diamond drilling program planned for 2021/2022

Kilometre scale unexplained geochemical anomalies:

Afghan Prospect: a +7.5km long gold anomaly in shallow RAB drilling
Fremlins Prospect: a 6km long zone of gold and arsenic anomalism located along NNE trending regional structure 10km south of the Coyote gold mine
Mojave Prospect: a +7km long gold-arsenic anomaly that includes thick mineralised drill intersections strengthening at bottom of hole

1 Refer to executive summary and section 2.5 of the Independent Technical Assessment Report.

2 Refer to Encounter ASX Release 3 May 2018, 22 November 2019 and 23 January 2020, the key geological data from which has been included in the Independent Technical Assessment Report.

More detail on the above prospects and the exploration potential of the West Tanami Project is provided in Schedule 1, which contains geological and other detailed information on the West Tanami Project, and includes an Independent Technical Assessment Report as annexure A and a Solicitor’s Report on Tenements as annexure B.

4.7 Key Reasons for the Proposed Transaction

The Company considers that the Proposed Transaction would allow for:

(a) Hamelin Gold to have a clear focus on the future development of the West Tanami Project;
(b) for the implementation of the modern exploration program required at the West Tanami Project, Encounter considers the best outcome for Shareholders is that a new corporate entity drive a gold focused business forward;

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(c) the West Tanami Project has outstanding potential that could create more wealth for shareholders if it had its own dedicated and independent focus and budget for the development of its assets;
(d) the West Tanami Project is currently competing for capital and resources with Encounter’s primarily copper focused projects and this is suppressing their potential and their value is therefore not currently being fully recognised;
(e) Hamelin Gold to list on the ASX in its own right and raise the funds required for exploration and development of the West Tanami Project without internal competition; and
(f) Encounter to focus on its primarily copper focused portfolio in the Paterson Province in Western Australia, the Greater McArthur Superbasin in the Northern Territory and the West Arunta region of Western Australia, which includes farm-in agreements with BHP and IGO.

Shareholders should refer to the potential advantages and disadvantages of the Proposed Transaction set out in section 4.16 below for further information regarding the Demerger.

4.8 Demerger Process

As noted above, the Demerger will involve the two following key stages:

(a) Shareholders approving the Capital Reduction and In-specie Distribution (Resolution 1); and
(b) Encounter distributing 100% of the Hamelin Gold Shares which the Company will hold to Eligible Shareholders at no cost to them, using the calculation currently expected to be 1 Hamelin Gold Share for every 5.271 Shares held by Eligible Shareholders (with Ineligible Shareholders receiving the net cash proceeds for their entitlements, net of costs).

The Demerger is proposed to be effected partly by way of capital reduction under section 256B of the Corporations Act and (if so determined), partly by way of dividend in-specie, which together will be satisfied by the In-specie Distribution of Hamelin Gold Shares. The Eligible Shareholders are not required to pay any consideration for the Hamelin Gold Shares received by them under the Demerger.

Simultaneously with or following the Demerger process outlined above, and subject to certain conditions precedent being satisfied or waived, it is proposed that Hamelin Gold will undertake the Capital Raising and listing of Hamelin Gold Shares on the ASX.

The Demerger will be governed by a Demerger Deed that has been entered into between the Company and Hamelin Gold. Please see section 5.11(a) for a summary of the Demerger Deed.

The In-specie Distribution of the Hamelin Gold Shares by the Company will only be available to the Eligible Shareholders registered on the In-specie Distribution Record Date.

Once the Hamelin Gold Shares have been quoted on the Official List, those shares will be able to be traded freely on the ASX (subject to any ASX imposed escrow restrictions).

The Demerger will deliver to Shareholders direct ownership in a dedicated, West Tanami focussed gold exploration and development company, being Hamelin Gold, whilst still retaining their whole interests in Encounter.

Shareholders should refer to the summary of taxation implications of the Demerger set out in section 4.17. The Company is in the process of seeking a class ruling from the ATO ( ATO Class Ruling ) on behalf of Shareholders to confirm the taxation outcomes of the Demerger for them.

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4.9 Conditions to the Proposed Transaction

While the Board has resolved to proceed with the Proposed Transaction, it remains subject to the satisfaction or waiver of the following conditions (together, the Transaction Conditions ):

(a) Hamelin Gold obtains ASX approval to the listing of Hamelin Gold, including conditional ASX listing approval on terms which are acceptable to Encounter and Hamelin Gold acting reasonably;
(b) Encounter Shareholders approve the Resolution as set out in this Notice of Meting and Explanatory Memorandum required to implement the Capital Reduction and In-specie Distribution;
(c) Encounter receiving a draft favourable ATO Class Ruling or other confirmation to its satisfaction confirming amongst other things, that CGT rollover relief will be available; and
(d) Hamelin Gold and Encounter obtaining all approvals and consents otherwise required in order to implement the Demerger and the IPO.

There is no certainty that the Transaction Conditions will be satisfied. If the Transaction Conditions are satisfied, Encounter will conduct the Capital Reduction as an equal capital reduction of its share capital in accordance with sections 256B and 256C of the Corporations Act.

As noted above, the In-specie Distribution will be effected by an equal reduction of the Company’s capital on a pro-rata basis. Shareholders will receive an in-specie return of capital by way of the distribution of 60,000,000 Hamelin Gold Shares in proportion to the number of Shares held by them at the In-specie Distribution Record Date (expected to be on the basis of 1 Hamelin Gold Share for every 5.271 Encounter Shares held), subject only to Ineligible Shareholders having their Hamelin Gold Shares sold by the Nominee for net cash. Shareholders will thereby retain direct ownership of the Company and receive a direct ownership interest in Hamelin Gold. Structure diagrams of the proposed arrangements immediately before and after the Proposed Transaction are set out above in section 4.5 of this Explanatory Memorandum.

Under the Capital Reduction, Shareholders will not be required to pay any cash consideration for Hamelin Gold Shares and each Shareholder will equally receive the same entitlement, subject only to Ineligible Shareholders having their Hamelin Gold Shares sold by the Nominee for net cash.

The Company has commenced the process of seeking an ATO Class Ruling to confirm the availability of demerger tax relief for income tax purposes. The Board recommends that each Shareholder seek their own specific tax advice in relation to the Capital Reduction. However, in order to assist Shareholders, the Board has included a general summary of the tax consequences of the Capital Reduction in section 4.17 below.

4.10 Ineligible Shareholders

Shareholders on the In-specie Distribution Record Date with a registered address other than in an Eligible Country ( Ineligible Shareholders ) will have their pro-rata entitlement of Hamelin Gold Shares sold by the Lead Manager ( Nominee ) engaged by the Company pursuant to the Sale Facility and the net proceeds paid to the Ineligible Shareholders, with the timing of the sale to coincide with Hamelin Gold successfully completing the Capital Raising, being admitted to ASX and a market for Hamelin Gold Shares being established on the ASX.

The Nominee will act on a best efforts only basis to sell the Ineligible Shareholders’ Hamelin Gold Shares, and will not be liable to the Ineligible Shareholder for any loss suffered as a result.

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This document does not constitute an offer of Hamelin Gold Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the Hamelin Gold Shares may not be offered, in any country outside Australia except to the extent permitted below.

4.11 Directors’ Recommendation

The Board recommends that Shareholders vote in favour of Resolution 1, for the following reasons:

(a) with appropriate funding, the Board sees considerable underlying value in the West Tanami Project that is potentially not currently fully valued by the market;
(b) the West Tanami Project is best developed in a separate exploration vehicle, with a dedicated board and management team who will be responsible for asset funding and further advancement;
(c) the West Tanami Project is currently competing for capital and resources with the Company’s primarily copper focused projects and this is possibly suppressing their potential and their full value may not be currently recognised;
(d) after an assessment of available information, the Directors believe that the Proposed Transaction is in the best interest of Shareholders; and
(e) in the opinion of the Directors, the benefits of the Proposed Transaction outweigh its disadvantages.

4.12 Effects of the Proposed Transaction on the Company

The principal effect of the Demerger on the Company will be:

(a) no material change in cash reserves;
(b) minimal change in net assets;
(c) the disposal of Hamelin Resources and the West Tanami Project; and
(d) the Company’s share capital will reduce by an amount up to the market value of all the fully paid shares in Hamelin Gold, less a Demerger Dividend (if any).

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The Proposed Transaction will result in the Company disposing of the shares in both Hamelin Gold and Hamelin Resources, which holds the West Tanami Project through the listing of Hamelin Gold on the ASX.

Set out below is the Consolidated Statement of Financial Position of the Company as at 31 December 2020, which has been derived from the Company’s financial statements for the reviewed financial half year ended 31 December 2020 which were reviewed by Crowe Perth in accordance with applicable Australian Auditing Standards. The financial information below also sets out the unaudited Consolidated Pro-Forma Statement of Financial Position as at 30 June 2021 and on the basis the Proposed Transaction was effective on 30 June 2021.

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Consolidated Statement of Financial Position as at 30 June 2021

	Reviewed 31 December 2020 $	Unaudited 30 June 2021 $	Effect of Pro- forma Adjustments $	Unaudited Pro-forma Balance 30 June 2021 $
Current Assets Cash and cash equivalents Trade and other receivables Other current assets Assets reclassified as held for sale	7,558,271 107,042 108,504 -	5,686,505 330,291 72,787 135,636	- 26,101 - (135,636)	5,686,505 356,392 72,787 -
Total Current Assets	7,773,817	6,225,219	(109,535)	6,115,684
Non-Current Assets Security bonds and deposits Financial assets Property, plant and equipment Capitalised mineral exploration and expenditure Right of use assets - leases	- 768,723 80,066 14,554,121 -	75,652 768,723 64,238 15,212,300 174,493	- - - - -	75,652 768,723 64,238 15,212,300 174,493
Total Non-Current Assets	15,402,910	16,295,406	-	16,219,754
Total Assets	23,176,727	22,520,626	(109,535)	22,411,091
Current Liabilities Trade and other payables Employee benefits Right of use liabilities - leases	(728,175) (298,777) -	(322,705) (310,971) (60,469)	- 109,535 -	(322,705) (201,436) (60,469)
Total Current Liabilities	(1,026,952)	(694,145)	109,535	(584,610)
Non-Current Liabilities Right of use liabilities - leases	-	(116,954)	-	(116,954)
Total Non-Current Liabilities	-	(116,954)	-	(116,854)
Total Liabilities	(1,026,952)	(811,099)	109,535	(701,564)
Net Assets	22,149,775	21,709,527	-	21,709,527
Equity Issued capital Equity Remuneration Reserve Accumulated losses	49,935,806 1,008,610 (28,794,641)	50,000,565 1,041,896 (29,332,934)	(12,000,000)1 - 12,000,0001	38,000,565 1,041,896 (17,332,934)
Total Equity	22,149,775	21,709,527	-	21,709,527

Note: The investment in the Hamelin Gold Shares recognised initially as an investment, and subsequently distributed to Encounter Shareholders, has been recognised at fair value consistent with the requirements of accounting standards. The corresponding Capital Reduction of $12,000,000 is based on the In-specie Distribution of 60 million Hamelin Gold Shares at $0.20 per share to Encounter Shareholders (subject to Ineligible Shareholders who will have their pro-rata entitlement of Hamelin Gold Shares under the In-Specie Distribution sold by the Nominee).

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The Company’s capital structure (including number of Shares on issue) will not change as a result of the Proposed Transaction, save that Encounter Options that remain on issue will be adjusted as set out in section 4.14.

4.13 Effect of the Proposed Transaction on Shareholders

Shareholders will hold the same number of Shares in the Company they held prior to the Proposed Transaction.

If the Proposed Transaction is implemented, the value of Shareholders’ Company Shares may be less than the value held prior to the Proposed Transaction being implemented due to the removal of the West Tanami Project from the Company’s portfolio. The size of any decrease cannot be predicted and will be dependent on the value ascribed to the West Tanami Project.

Eligible Shareholders on the In-specie Distribution Record Date will be transferred Hamelin Gold Shares on a pro-rata basis. Shareholders with an address outside an Eligible Country are considered Ineligible Shareholders and will have their pro-rata entitlement of Hamelin Gold Shares sold by the Nominee and the net proceeds paid to them in cash upon Hamelin Gold Shares being admitted to the Official List.

Assuming no further Shares are issued prior to the Capital Reduction Effective Date, each Shareholder will receive 1 Hamelin Gold Share for every 5.271 Encounter Shares held on the In-specie Distribution Record Date.

Eligible Shareholders may be exposed to tax consequences as a result of the In-specie Distribution. See section 4.17 for details for Australian taxation implications for Australian tax resident Shareholders.

4.14 Effect of the Proposed Transaction on Existing Options

In order to receive Hamelin Gold Shares pursuant to the In-specie Distribution, Option holders must exercise their Options and be registered on the Company’s share register on the Inspecie Distribution Record Date.

In accordance with the terms of issue of each of the existing Options in the Company outstanding as at the date Resolution 1 is passed and in accordance with Listing Rule 7.22.3, the exercise price of each such outstanding Option in the Company will be automatically reduced by the same amount as the amount returned in relation to each Share. There will be no early lapsing of any existing Options for any Company employee or director who holds such Options and who becomes employed by Hamelin Gold in lieu of the Company.

4.15 Plans for the Company following the Proposed Transaction

The Company will focus on the enhancement and expansion of its primarily copper focused portfolio in the Paterson Province in Western Australia, the Greater McArthur Superbasin in the Northern Territory and the West Arunta region of Western Australia which includes farm-in agreements with BHP and IGO.

4.16 Advantages and Disadvantages of the Proposed Transaction

Advantages

The Directors consider that the Proposed Transaction will have the following advantages for the Company and its Shareholders:

(a) Encounter Shareholders will retain their current percentage ownership interest in the capital of Encounter and leverage to the Company’s gold project in the Tanami, subject only to subsequent dilution via the planned IPO and Capital Raising in Hamelin Gold;

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(b) future capital raisings are expected to be more achievable by each individual entity as the focus of the funding will be on either specifically, the Company’s remaining assets or the West Tanami Project held by Hamelin Gold;
(c) the In-specie Distribution will allow Encounter Shareholders to individually own shares in Hamelin Gold and have exposure to the West Tanami Project;
(d) following the Capital Raising and listing, Hamelin Gold will be separately well funded to advance the West Tanami Project;
(e) Encounter will have reduced funding needs, allowing the Company to apply its resources to its primarily copper focused portfolio, being the Paterson Province Project, West Arunta Project and in the Greater McArthur Superbasin in the Northern Territory;
(f) after an assessment of available information, the Directors believe that the Proposed Transaction is in the best interests of the Encounter Shareholders;
(g) the Directors believe that the market may not be fully valuing the West Tanami Project;
(h) the Demerger from the Company will mean that both Hamelin Gold and the Company will have a primary focus that will not be affected by events or occurrences relating to other projects;
(i) the In-specie Distribution gives each and every Shareholder an equal and tradeable piece of the Hamelin Gold assets;
(j) further the priority offer in the Capital Raising provides Eligible Shareholders (as at the Priority Offer Record Date) a right but not an obligation to apply for shares in the priority offer in the Capital Raising of Hamelin Gold. Additionally, the separate listing of Hamelin Gold provides a free market for the trading of shares in Hamelin Gold;
(k) the completion of the Proposed Transaction will provide Shareholders with the ability to participate in the exploration upside of the West Tanami Project in a separate company with separate financing capabilities whilst also maintaining their investment exposure to the Company’s remaining projects; and
(l) the advancement and potential development of the West Tanami Project could unlock significant value for Hamelin Gold Shareholders which could be better reflected in Hamelin Gold’s share price (once listed).

Disadvantages

The Directors consider that the Proposed Transaction will have the following disadvantages for the Company and its Shareholders:

(a) the Directors consider that one of the main disadvantages of the Proposed Transaction is that there is no guarantee that the Hamelin Gold Shares will rise in value, nor any guarantee as to any enhanced value to the Encounter Shares post Demerger;
(b) there are also a number of potential disadvantages arising from Hamelin Gold seeking further funding. These include, but are not limited to:
(1) dilution of Hamelin Gold Shareholders’ shareholdings via issuing the Hamelin Gold Shares to the participants in the Capital Raising; and
(2) uncertainty regarding Hamelin Gold’s ability to raise required funding now and in the future;
(c) Shareholders may incur additional transaction costs if they wish to dispose of their new investment in Hamelin Gold (e.g. brokerage costs);

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(d) there may be a taxation consequence in respect of the distribution of Hamelin Gold Shares to the Shareholders. Details of the possible general taxation effect of the Proposed Transaction are set out in section 4.17 of this Explanatory Memorandum;
(e) the costs relating to Hamelin Gold and the Demerger (some of which will initially be incurred by the Company) will include, but are not limited to:
(1) adviser and other fees incurred in the preparation of the documentation giving effect to the In-specie Distribution; and
(2) tax advice obtained in relation to taxation consequences of the In-specie Distribution;
(f) assuming completion of the Proposed Transaction, there will be two separate companies that will require to be funded and will incur ongoing administrative costs (being the Company and Hamelin Gold). This will lead to a duplication of costs to Shareholders in some instances (e.g. directors’ fees, which for Hamelin Gold will begin to be paid following admission of Hamelin Gold to the Official List);
(g) a significant amount of time will be spent during the coming months by the Board and by management in giving effect to the Proposed Transaction.

4.17 Tax Consequences

The Company considers the proposed Demerger should qualify for demerger tax relief (Demerger Relief ). On behalf of Shareholders, the Company is applying to the Commissioner of Taxation ( Commissioner ) for an ATO Class Ruling in connection with the Demerger to confirm this. The Commissioner will consider the application based on all the facts and circumstances in ruling whether the Demerger Relief is available.

(a) Australian taxation implications for Australian tax resident Shareholders

On the assumption that a favourable class ruling is obtained from the ATO confirming Demerger Relief is applicable, the following is a general summary of the Australian taxation consequences for Australian resident Shareholders who receive Hamelin Gold Shares in respect of the Capital Reduction. The taxation information below is applicable to Australian residents who hold their Shares on capital account and are not subject to the taxation of financial arrangement provisions contained in Division 230 of the Income Tax Assessment Act 1997 (Cth) ( ITAA 1997 ).

The information below is not a complete analysis of all taxation implications relevant to the proposed Demerger and all Shareholders should obtain independent tax advice regarding the income tax and capital gains tax implications specific to their circumstances. Specifically, Shareholders who hold their Shares on revenue account (for example, Shareholders who are share traders and certain institutional investors), and Shareholders who are not residents of Australia for income tax purposes, should all seek independent taxation advice. The information below does not consider the future tax implications associated with holding or selling the Shares or Hamelin Gold Shares following implementation of the Demerger.

The information below has been prepared based on the taxation laws, regulations, rulings and administrative guidance and judicial interpretations as at August 2021. It is important to note the ultimate interpretation of taxation law rests with the courts and that the law, and the way the revenue authorities seek to administer the law, may change over time. Accordingly, information below represents an interpretation of existing law based upon generally accepted interpretations of that law.

Australian tax laws are complicated and subject to legislative and interpretive change both prospectively and (occasionally) retrospectively. Changes in the tax law or interpretation of the tax law subsequent to the date of this Explanatory Memorandum may alter the tax treatment of the Demerger.

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There could also be implications for Shareholders in addition to those described above. The information provided below is general in nature and the individual circumstances of each shareholder may affect the tax implications of the Demerger for that Shareholder. Shareholders should seek appropriate independent professional advice that considers the tax implications in respect of their own specific circumstances.

(b) Demerger Relief

The information below has been prepared on the basis that Shareholders who are residents of Australia and who hold their Shares on capital account for tax purposes should be eligible to choose Demerger Relief. Broadly, Demerger Relief ensures that any CGT consequences from the transaction may be deferred, and that the dividend component (if any) of a distribution is not taxed in the hands of the Shareholders.

(c) Dividends and dividend demerger relief

If the Company’s In-specie Distribution of the Hamelin Gold Shares to the Shareholders is debited to the Company’s share capital account, the distribution should be a distribution of capital and not a dividend for income tax purposes to the Shareholders.

To any extent the In-specie Distribution is not debited to the Company’s share capital account, the dividend demerger relief is relevant to the Shareholders to ensure the balance of the In-specie Distribution of Hamelin Gold Shares to them is not treated as an unfranked dividend in the hands of the Shareholders. The tax consequence to the Shareholders of a receipt of an unfranked dividend will depend on the tax characteristics of each Shareholder.

Please refer to paragraph (f) below in relation to the application of the demerger tax integrity measures.

(d) CGT consequences

The Capital Reduction (via the In-specie Distribution) will give rise to a CGT event for Shareholders representing the distribution of Hamelin Gold Shares. The CGT event will happen at the time the Company completes the Capital Reduction.

The Shareholders can choose whether or not to obtain demerger roll-over relief.

Where demerger roll-over relief is chosen

(1) Capital gain is disregarded

If Demerger Relief is available, for Shareholders who choose demerger rollover relief, any capital gain made arising from the CGT event happening to their Shares under the Capital Reduction will be disregarded.

(2) CGT cost base in Shares and Hamelin Gold Shares

Shareholders will need to apportion the CGT cost base of their original Shares between their original Shares and new Hamelin Gold Shares in accordance with the market values of the Shares and Hamelin Gold Shares (or a reasonable approximation of these market values) just after the Demerger.

Further information in relation to the apportionment of cost bases will be provided by the Company subsequent to the Demerger being implemented.

(3) Time of acquisition of Hamelin Gold Shares

For Shareholders who choose demerger roll-over relief, their Hamelin Gold Shares will have the same CGT characteristics as the underlying Shares. For

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the purposes of determining the availability of the CGT discount on a subsequent sale of Hamelin Gold Shares, Hamelin Gold Shares should be taken to have been acquired at the time the Shareholder acquired their original Shares. Shareholders should seek appropriate tax advice to determine the application of the CGT discount in their specific circumstances.

Where demerger roll-over relief is not chosen

(1) Capital gain is not disregarded

If Demerger Relief is not available or is available but Shareholders do not choose to obtain demerger roll-over relief, any capital gain made arising from the Capital Reduction under the Demerger will not be disregarded.

Shareholders may be entitled to discount CGT treatment. Shareholders should seek appropriate tax advice to determine the application of the CGT discount in their specific circumstances.

If the capital component of the Capital Reduction Amount does not exceed the CGT cost base in the Shares, no capital gain should be made. Shareholders will not make a capital loss as a result of the return of capital under the Demerger.

(e) CGT cost base in Shares and Hamelin Gold Shares

Shareholders who do not choose to obtain demerger roll-over relief should apportion the first element of the CGT cost base in their Shares between those Shares and Hamelin Gold Shares received under the Demerger. The method of apportionment is the same as the method for Shareholders who choose to obtain demerger roll-over relief as discussed above.

(f) Time of acquisition of Hamelin Gold Shares

Where demerger roll-over relief is not chosen, all of the Hamelin Gold Shares transferred to Shareholders will be treated as having been acquired at the time they are transferred to the Shareholders. This will be relevant to Shareholders in determining the availability of the CGT discount on a subsequent sale of Hamelin Gold Shares. Shareholders should seek appropriate tax advice to determine the application of the CGT discount in their specific circumstances.

(g) Application of demerger tax integrity measures

In certain circumstances part of an in-specie distribution can be treated as a dividend for Australian tax purposes. The dividend component would be that amount of the inspecie distribution by which the Company does not reduce share capital. The Company expects to determine the Capital Reduction Amount by reference to the allocation required by the principles set out in the ATO Class Ruling. The dividend component should therefore be that amount by which the market value of the Hamelin Gold Shares arising from the In-specie Distribution exceeds the Capital Reduction Amount. On the basis the ATO confirms the In-specie Distribution qualifies for Demerger Relief, this dividend would not be assessable to Shareholders.

It should be noted, the Commissioner may (in certain circumstances) make a determination under section 45B of the Income Tax Assessment Act 1936 (Cth) ( ITAA 1936 ) to deem certain payments to be treated as taxable unfranked dividends for taxation purposes. Having regard to the circumstances of the Demerger, the Company does not consider the Commissioner should apply section 45B to the proposed Demerger. The Company is also seeking confirmation from the ATO on this in the ATO Class Ruling.

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(h) Taxation implications for the Company

The transfer of shares in Hamelin Gold from the Company to the Shareholders is not expected to have any material adverse tax implications for the Company on the basis Demerger Relief applies.

4.18 Consequences if the Proposed Transaction Does Not Complete

The Company will, in the event Shareholders do not approve the Demerger or the Proposed Transaction does not otherwise complete, continue to hold Hamelin Gold and the West Tanami Project.

In the event that the Proposed Transaction is not successful, the Company may explore alternative methods of funding exploration on the West Tanami Project although a successful outcome cannot be guaranteed. This may include, but is not limited to, entering into a joint venture arrangement with third parties or selling a portion of the West Tanami Project.

4.19 Information Concerning Company Shares

The highest and lowest recorded sale price of Shares as traded on the ASX during the twelve (12) months immediately prior to the date of this Explanatory Memorandum was $0.32 cents on 15 October 2020 and $0.125 cents on 16 February 2021 and 18 February 2021.

4.20 Directors’ Interests

The table below sets out the number of securities in the Company held by the Directors (directly or indirectly) at the date of this Explanatory Memorandum and also the number of Hamelin Gold Shares they are likely to have an interest in if Resolution 1 is passed and the Proposed Transaction completes:

Name	Encounter Shares held as at date of this Notice of Meeting	Encounter Options held as at date of this Notice of Meeting	Current Hamelin Gold Shares held as at date of this Notice of Meeting	Interest in Hamelin Gold following the In-specie Distribution1	Hamelin Gold Options following completion of the Capital Raising
William Robinson	26,452,556	1,100,000	Nil	5,018,508	500,000
Peter Bewick	7,950,000	4,850,000	Nil	1,508,253	2,000,000
Jonathan Hronsky	475,714	1,470,000	Nil	90,251	Nil
Philip Crutchfield	3,071,448	2,270,000	Nil	582,707	500,000
Paul Chapman	9,948,816	1,570,000	Nil	1,887,462	Nil

Notes:

Based on a ratio of 1 Hamelin Gold Share for every 5.271 Company Shares for the In-specie Distribution. The ratio may alter if Encounter Shares on issue increases prior to the In-specie Distribution Record Date, including via the exercise of Encounter Options. Refer to section 2 for further details.
The Company Directors (three of whom will also be directors of Hamelin Gold) intend to participate in the Capital Raising thereby increasing their interest in Hamelin Gold.

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4.21 Disclosure to ASX

As an entity with shares quoted on the ASX, the Company is a disclosing entity and, as such, is subject to regular reporting and disclosure requirements. Copies of documents lodged in relation to the Company can be accessed at the ASX announcements platform or the Company’s website.

5. Important Hamelin Gold Information

5.1 Introduction

On 24 May 2021, the Company incorporated a wholly owned Australian resident subsidiary, Hamelin Gold. Pursuant to the Share Sale Agreement, which completed on 14 September 2021 Hamelin Gold has become the 100% owner of Hamelin Resources, which in turn holds the West Tanami Project tenements.

Hamelin Gold had 1 Hamelin Gold Share on issue, with $1 of paid up capital, and this one share was subdivided into 60,000,000 shares in Hamelin Gold.

Subject to Shareholders approving the In-specie Distribution pursuant to Resolution 1, it is proposed that the 60,000,000 Hamelin Gold Shares will be distributed to Encounter Shareholders and then Hamelin Gold will apply for admission to the Official List.

Hamelin Gold has reserved the ticker “HMG” with ASX to use as its ASX ticker code.

5.2 Principal Effect of the Proposed Transaction on Hamelin Gold

The principal effect of the In-specie Distribution on Hamelin Gold will be that:

(a) the number of shareholders in Hamelin Gold will increase from 1 (being the Company) to at least 1,600;
(b) the number of fully paid Hamelin Gold Shares on issue will not increase (pending the Capital Raising which will result in a subsequent increase); and
(c) Hamelin Gold will become a company separate from the Company and listed on the ASX.

5.3 Detailed Information in relation to the Tanami Project

Shareholders are encouraged to read section 4.6 and Schedule 1 which contains geological and other detailed information on the West Tanami Project, which includes an Independent Technical Assessment Report and a Solicitor’s Tenement Report, provided as annexures.

5.4 Hamelin Gold Capital Structure

At the date of this Explanatory Memorandum, Hamelin Gold has 1 Hamelin Gold Share on issue.

The number of shares held by the Company in Hamelin Gold at the time of the In-specie Distribution, will be 60,000,000 Hamelin Gold Shares.

Following the In-specie Distribution, and the Capital Raising outlined in section 3 of this Explanatory Memorandum, Hamelin Gold will have on a minimum subscription 110,000,000 Hamelin Gold Shares and on a maximum subscription 120,000,000 Hamelin Gold Shares on issue.

In addition, it is proposed that upon listing, Hamelin Gold will issue up to 4,500,000 Hamelin Gold Options to directors and members of management, and a further 2,000,000 to the Lead

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Manager (1,333,333) and Co-Manager (666,667), the material terms of which are set out in the table below:

Hamelin Gold Options

Name	Position	Option Exercise Price	Number of Options	Option Expiry Date	Option Issue Date
Peter Bewick	Executive Director	$0.30	2,000,000	4 years	On admission to Official List of ASX
Justin Osborne	Non-Executive Director	$0.30	500,000	4 years	On admission to Official List of ASX
Philip Crutchfield	Non-Executive Director	$0.30	500,000	4 years	On admission to Official List of ASX
William Robinson	Non-Executive Chairman	$0.30	500,000	4 years	On admission to Official List of ASX
Daniel Travers	Company Secretary / Chief Financial Officer	$0.30	250,000	4 years	On admission to Official List of ASX
Other contractors and management	Various	$0.30	750,000	4 years	On admission to Official List of ASX
Lead Manager and Co- Manager		$0.30	2,000,000	2 years	On admission to Official List of ASX

Note:

In respect of the proposed issue of Hamelin Gold Options to Mr Peter Bewick, Mr Justin Osborne, Mr Philip Crutchfield and Mr William Robinson, directors of the Company, it has been considered that any financial benefit so provided, constitutes reasonable remuneration in these circumstances for the purposes of section 211 Corporations Act.

5.5 Proposed Exploration Plan for the West Tanami Project

A detailed overview of the West Tanami Project is set out in section 4.6 and Schedule 1 to this Explanatory Memorandum.

Hamelin Gold will initially be an exploration company, with a view, subject to the nature and extent of exploration success, to become a development and production company.

Hamelin Gold’s strategy will be to undertake modern exploration programs to unlock the potential of the West Tanami Project, located in one of Australia’s most underexplored gold provinces. The West Tanami Project has largely covered terrain with a stripped regolith profile. As such, prior shallow geochemical drilling has been ineffective over extensive parts of the project. However, significant gold system footprints have been identified in shallow drilling (to date, there has been limited drill testing at depth).

Upon the Demerger being undertaken, and subject to the completion of the Capital Raising, it is intended that funds would:

(a) be expended on advancing exploration at the tenements the subject of the West Tanami Project and maintaining such licences in good standing; and

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(b) ensure Hamelin Gold will have the flexibility to accelerate its expenditure on certain tenements and, if exploration results require, the flexibility to pursue investments in additional exploration and mining tenements in the surrounding area.

The Company’s exploration strategy will involve the collection and interpretation of new geophysical datasets to build a holistic geological and structural understanding of the West Tanami Project. Understanding the structural architecture in the West Tanami Project is the key to exploration success. The Company’s exploration strategy will include:

(a) detailed aeromagnetic coverage;
(b) structural and stratigraphic interpretation and targeting program; and
(c) diamond drilling of priority targets to confirm structural and stratigraphic model.

In addition, understanding the regolith is key to determining the effectiveness of previous exploration. As such, the Company intends to:

(a) complete ASTER and radiometrics coverage;
(b) complete regolith amenability map; and
(c) apply modern surface geochemistry techniques in applicable areas to see through transported cover.

The application of a mineral systems approach to the exploration of the West Tanami Project, utilising new geophysical data and a new geological understanding existing gold deposits in the region provides the Company with a roadmap to discover high grade gold resources in this highly prospective and underexplored gold province.

Details of proposed exploration plans and expenditure on the West Tanami Project, subject to the Capital Raising, are set out in more detail in Schedule 1.

5.6 Hamelin Gold Board and Company Secretary/CFO

Peter Bewick – Managing Director

Mr Bewick is a geologist with over 25 years of industry experience. Mr Bewick held a number of senior mine and exploration geological roles during a 14 year career with WMC include Exploration Manager and Geology Manager of the Kambalda Nickel Operations and Exploration Manager for St Ives Gold Operations.

Mr Bewick has also held corporate roles with WMC as Exploration Manager for the Nickel Business Unit and Exploration Manager for North America based in Denver, Colorado.

Mr Bewick has extensive experience in project generation for a range of commodities including nickel, gold, copper and bauxite. Mr Bewick has been a member of the MERIWA Exploration Advisory Committee since 2013.

Mr Bewick has been an Executive Director with Encounter Resources Limited since the listing of the company in 2006 and is a Non-Executive Director at Mincor Resources Limited.

William Robinson – Chairperson, Non-Executive Director, Non-Independent

Mr Robinson (B.Comm, MAusIMM) has worked in the resources industry in Australia and Canada for over 25 years. Mr Robinson’s experience includes senior management roles at WMC Resources Ltd and executive roles in the junior mining and exploration sector.

Mr Robinson is former president of the resources industry advocacy body, the Association of Mining and Exploration Companies (AMEC).

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Mr Robinson is a member of the Strategic Advisory Board at the Centre for Exploration Targeting, a partnership between the University of Western Australia, Curtin University and the minerals Industry and was a member of the Australian Federal Government’s ‘Resources 2030’ Taskforce.

Mr Robinson has been Managing Director of Encounter Resources Limited since the listing of the company in 2006 and is a Non-Executive Director at Hampton Hill Mining NL (ASX:HHM).

Justin Osborne – Non-Executive Director, Independent

Mr Osborne has over 30 years’ experience as an exploration geologist and is a fellow of the Australasian Institute of Mining and Metallurgy and holds a Bachelor of Science, Honours (First Class) from La Trobe University of Victoria.

Up until June 2021 Mr Osborne was an Executive Director at Gold Road Resources (GOR.ASX) and played a pivotal role in the rapid and effective resource development of the world class Gruyere Gold Deposit (6.6Moz Au) which currently producers approximately 300,000oz Au per annum.

Mr Osborne has also previously held senior positions on the exploration executive team of Gold Fields Ltd, including Vice President Development Strategy – Growth and International Projects, and General Manager Near Mine Exploration covering all international mining operations. He played an instrumental role in the development of the Damang Superpit project in Ghana, which yielded potential resources in excess of 6 Moz within two years, and had considerable discovery success as Mineral Resource Manager at the St Ives Gold Mine, making the discoveries of the Athena and Hamlet deposits among other significant Reserve additions.

Mr Osborne is a Non-Executive Director at Matador Mining Limited (ASX:MZZ).

Philip Crutchfield – Non-Executive Director, Independent

Mr Crutchfield is a prominent and highly respected barrister specialising in commercial law. Since 2015, Mr Crutchfield was chairperson of highly successful financial services company Zip Co Limited (ASX:Z1P) until his resignation on 2 March 2021. Mr Crutchfield is currently chair of share trading platform, Superhero Holdings Pty Ltd, a director of minerals explorer Encounter Resources Limited (ASX:ENR) a director of gold explorer and developer Black Cat Syndicate Limited (ASX: BC8) and a director of recruitment facilitator Applyflow Limited (ASX:AFW).

Mr Crutchfield is a board member of the Bell Shakespeare Theatre Company and the Victorian Bar Foundation Limited. Philip is also a former partner of Mallesons Stephen Jaques (now King & Wood Mallesons).

Dan Travers – Company Secretary and CFO

Mr Travers is a Fellow of the Association of Chartered Certified Accountants and was appointed to the position of Joint Company Secretary on 20 November 2008. Mr Travers is an employee of Endeavour Corporate, which specialises in the provision of company secretarial and accounting services to ASX listed entities in the mining and exploration industry.

Mr Travers gained extensive financial reporting experience prior to joining Endeavour Corporate in July 2006, when he spent 8 years in various public audit practices in both the United Kingdom and Australia.

Mr Travers has been Joint Company Secretary of Encounter Resources Limited since November 2008.

As at the date of this Explanatory Memorandum and other than as set out in this Explanatory Memorandum, no Hamelin Gold Director has, or has held at any time during the last two (2) years, an interest in:

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(a) the formation or promotion of Hamelin Gold;
(b) property acquired or proposed to be acquired by the body in connection with:
(1) its formation or promotion; or
(2) the offer of the securities.

5.7 Remuneration of Hamelin Gold Directors

Set out below is the initial remuneration payable by Hamelin Gold to each Hamelin Gold Director.

Name	Annual Remuneration (excl superannuation)	Commencement Date
Peter Bewick	A$270,000 - refer Section 5.11(d)	On admission to Official List of ASX
William Robinson	A$50,000	On admission to Official List of ASX
Justin Osborne	A$50,000	On admission to Official List of ASX
Philip Crutchfield	A$50,000	On admission to Official List of ASX

Refer also section 5.4 for details of Hamelin Gold Options to be issued to each Hamelin Gold Director.

5.8 Risk Factors in Holding Hamelin Gold Shares

The Hamelin Gold Shares to be distributed under the In-specie Distribution should be considered speculative because of the nature of the business activities of Hamelin Gold, particularly that of mineral exploration. Whilst the Directors recommend the Proposed Transaction, potential investors should consider whether the Hamelin Gold Shares offered are a suitable investment having regard to their own personal investment objectives and financial circumstances and the risk factors set out below. This list is not exhaustive and potential investors should read the Notice of Meeting and Explanatory Memorandum in its entirety and if in any doubt consult their professional advisor.

5.9 Risks Specific to Hamelin Gold and its West Tanami Project

Hamelin Gold’s exploration projects represent the main business activity and focus of Hamelin Gold. Risks specific to these projects and Hamelin Gold’s circumstances include the following:

(a) Demerger Approval Risk

Encounter has convened a meeting of its Shareholders on 22 October 2021 to seek approval for the Demerger ( Demerger Approval ). The Capital Raising is subject to obtainment of the Demerger Approval.

No assurance can be given that the Demerger Approval will be obtained. In the event that this condition is not met then the listing of Hamelin Gold on the ASX will not proceed and all application monies received will be returned to applicants without interest.

(b) ATO Class Ruling Risk

Encounter is seeking a ruling from the ATO in respect of the intended distribution of 60,000,000 Hamelin Gold Shares to Eligible Shareholders. There is no guarantee or

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assurance that the Company will be successful in obtaining the tax ruling sought. In the event that this condition (being receipt of a draft favourable ruling from the ATO) is not met then the Demerger, and the listing of Hamelin Gold on the ASX, will not proceed.

(c) No Mineral Resources or Ore Reserves

No mineral resources or ore reserves have been defined at the West Tanami Project. Further, there can be no assurance that any exploration or development activity at the West Tanami Project or any tenements, or assets that may be acquired by Hamelin Gold in the future (if any), will result in the discovery or exploitation of a mineral resource or ore reserve. Hamelin Gold’s mineral exploration, development and other activities may be hampered by circumstances out of its control. By their nature, mineral exploration and development activities are speculative and subject to a number of risks.

Resource and reserve estimates are expressions of judgment based on drilling results, past experience, industry practice and many other factors. Estimates which are valid when made may change substantially when new information becomes available. Determining resource and reserve estimates is an interpretive process based on available data and interpretations and thus estimations may prove to be inaccurate.

The actual quality and characteristics of mineral deposits cannot be known until mining takes place and will almost always differ from the assumptions used to analyse them. Further, reserves are valued based on future costs and future prices and, consequently, the actual reserves and resources may differ from those estimated, which may result in either a positive or negative effect on operations and/or financial performance.

(d) Exploration and Evaluation Risk

The future value of Hamelin Gold will depend on its ability to find and develop resources that are economically recoverable within Hamelin Gold’s licences. Mineral exploration and development are inherently highly speculative and involves a significant degree of risk. There is no guarantee that it will be economic to extract these resources or that there will be commercial opportunities available to monetise these resources. The circumstances in which a mineral deposit becomes or remains commercially viable depends on a number of factors. These include the particular attributes of the deposit, such as size, grade and proximity to infrastructure as well as external factors such as supply and demand. This, along with other factors such as maintaining title to tenements and consents, successful design construction, commissioning and operating of projects and processing facilities may result in projects not being developed, or operations becoming unprofitable.

Furthermore, while the Company has confidence in the West Tanami Project, should the exploration not result in the discovery of economic mineralisation and Hamelin Gold is unable to secure new exploration and mining areas and resources, there could be a material adverse effect on Hamelin Gold’s prospects for gold exploration and its success in the future.

(e) No History of Production

Hamelin Gold’s properties are exploration stage only. There is no assurance that commercial quantities of gold will be discovered at any of the properties of the company or any future properties, nor is there any assurance that the exploration or development programs of Hamelin Gold thereon will yield any positive results.

(f) COVID-19 Impact Risk

The global economic outlook is facing uncertainty due to the current COVID-19 (Novel Coronavirus) pandemic, which has been having, and is likely to continue to have, a

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significant impact on global capital markets, commodity prices and foreign exchange rates.

Should any Hamelin Gold personnel or contractors be infected, it could result in Hamelin Gold’s operations being suspended or otherwise disrupted for an unknown period of time, which may have an adverse impact on the Hamelin Gold’s exploration strategy or operations as well as an adverse impact on the financial condition of the Hamelin Gold.

Supply chain disruptions resulting from the COVID-19 pandemic and measures implemented by governmental authorities around the world to limit the transmission of the virus (such as travel bans and quarantining) may, in addition to the general level of economic uncertainty caused by the COVID-19 pandemic, also adversely impact Hamelin Gold’s exploration strategy, operations, financial position and prospects.

The COVID-19 may also give rise to issues, delays or restrictions in relation to land access (including to Aboriginal communities and reserves) and Hamelin Gold’s ability to freely move people and equipment to and from exploration projects and may cause delays or cost increases.

(g) New Projects and Acquisitions

Hamelin Gold will actively pursue and assess other new business opportunities in the resources sector. These new business opportunities may take the form of direct project acquisitions, joint ventures, farm-ins, acquisition of tenements / permits, and / or direct equity participation.

The acquisition of projects (whether completed or not) may require the payment of monies (as a deposit and / or exclusivity fee) after only limited due diligence or prior to the completion of comprehensive due diligence. There can be no guarantee that any proposed acquisition will be completed or be successful. If the proposed acquisition is not completed, monies advanced may not be recoverable, which may have a material adverse effect on Hamelin Gold.

If an acquisition is completed, the Hamelin Gold Directors will need to reassess at that time, the funding allocated to current projects and new projects, which may result in Hamelin Gold reallocating funds to the West Tanami Project and/or raising additional capital (if available). Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with the new project/business activities will remain.

(h) Title Risk

The rights to mineral tenements (including exploration and retention licences) carry with them various obligations which the holder is required to comply with in order to ensure the continued good standing of the tenement and, specifically, obligations in regard to minimum expenditure levels and responsibilities in respect of the environment, community and safety. Failure to observe these requirements could prejudice the right to maintain title to a given area and result in government or third party action to forfeit a tenement or tenements. If a breach of the minimum expenditure commitment is made out and the breach is of sufficient gravity to justify forfeiture, a tenement or tenements may be forfeited.

(i) Tenure

Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted tenements is subject to compliance with the applicable mining legislation and regulations and the discretion of the relevant mining authority. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements. The imposition of new

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conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of Hamelin Gold.

The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Western Australia and the ongoing expenditure budgeted by Hamelin Gold. However, the consequence of forfeiture or involuntary surrender of a granted tenement for reasons beyond the control of the Hamelin Gold could be significant.

(j) Changes in Commodity Price

Hamelin Gold’s possible future revenues may be derived mainly from gold and/or from royalties gained from potential joint ventures or other arrangements.

Consequently, the Hamelin Gold’s potential future earnings will likely be related to the price of gold.

(k) Land Access Risk

In relation to Australian tenements which Hamelin Gold has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of Hamelin Gold to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

The tenements are all 100% within the Tjurabalan People determination (WCD2001/001). Hamelin Gold has entered into the Tjurabalan Native Title Land Aboriginal Corporation and Hamelin Resources Pty Ltd Native Title, Heritage Protection and Mineral Exploration Agreement for Tjurabalan Lands (as varied) relating to E80/5132, E80/5137, E80/5145, E80/5146, E80/5147, E80/5186, E80/5323 and E80/5571 ( Heritage Protection Agreement ). Hamelin Gold is only permitted to carry out on-ground activities which have been approved by the Tjurabalan People or are otherwise permitted under the Heritage Protection Agreement, hence there is a risk that Hamelin Gold’s activities will be restricted if those activities are not approved by the Tjurabalan People. The Heritage Protection Agreement applies to exploration only and a new agreement will need to be reached in the event that other tenure (such as a mining lease or infrastructure tenure) is required, for example, for productive mining.

Hamelin Gold has not entered into any other agreements with third parties in respect of the West Tanami Project.

There may also be registered and unregistered heritage sites in the area of the West Tanami Project. Consent from the Minister for Aboriginal Affairs will be required to alter or disturb such a site under the relevant legislation. Under the Heritage Protection Agreement, the Tjurabalan People’s consent will be required prior to the Company applying for such consent.

The tenements also overlap other certain third party interests that may limit Hamelin Gold’s ability to conduct exploration and mining activities including Crown Reserve. Access to the Crown Reserve requires Ministerial consent and an entry permit under the relevant mining and Aboriginal affairs legislation, and the absence of Ministerial consent or an entry permit would adversely impact the Company’s right to access and explore the ground.

The Company holds the necessary Ministerial consent and entry permit for all tenements except for E80/5571.

Land access is critical for exploration and evaluation to succeed. In all cases the acquisition of prospective tenements is a competitive business, in which propriety

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knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential.

Access to land in Western Australia for mining and exploration purposes can be affected by land ownership, including private (freehold) land, pastoral lease and regulatory requirements within the jurisdiction where the Company operates.

Refer also to the Solicitor’s Report on Tenements which forms annexure B to Schedule 1.

(l) Reliance on Key Personnel

Whilst Hamelin Gold has just a small number of executives and senior personnel, its progress in pursuing its exploration and evaluation programmes within the time frames and within the costs structure as currently envisaged could be dramatically influenced by the loss of existing key personnel or a failure to secure and retain additional key personnel as Hamelin Gold’s exploration programme develops. The resulting impact from such loss would be dependent upon the quality and timing of the employee’s replacement.

Although the key personnel of Hamelin Gold have a considerable amount of experience and have previously been successful in their pursuits of acquiring, exploring and evaluating mineral projects, there is no guarantee or assurance that they will be successful in their objectives.

(m) Commercialisation, Infrastructure Access and Contractual Risk

Hamelin Gold’s potential future earnings, profitability, and growth are likely to be dependent upon Hamelin Gold being able to successfully implement some or all of its commercialisation plans. The ability for Hamelin Gold to do so is further dependent upon a number of factors, including matters which may be beyond the control of Hamelin Gold. Hamelin Gold may not be successful in securing identified customers or market opportunities.

The Company (and subject to approval of the Demerger, Hamelin Gold) are parties to various contracts. Whilst the Company and Hamelin Gold will have various contractual rights in the event of non-compliance by a contracting party, no assurance can be given that all contracts to which the Company and Hamelin Gold is a party will be fully performed by all contracting parties. Additionally, no assurance can be given that if a contracting party does not comply with any contractual provisions, the Company and Hamelin Gold will be successful in securing compliance.

(n) Environmental Risk

Hamelin Gold’s operations and projects are subject to the laws and regulations of all jurisdictions in which it has interests and carries on business, regarding environmental compliance and relevant hazards.

These laws and regulations set standards regulating certain aspects of health and environmental quality and provide for penalties and other liabilities for the violation of such standards.

Significant liability could be imposed on Hamelin Gold for damages, clean-up costs, or penalties in the event of certain discharges into the environment, environmental damage or non-compliance with environmental laws or regulations. It is Hamelin Gold’s intention to minimise this risk by conducting its activities to a high standard of environmental obligation, including compliance with all environmental laws and where possible, by carrying appropriate insurance coverage.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation

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thereof, could have a material adverse impact on Hamelin Gold and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new properties.

(o) Failure to Satisfy Expenditure Commitments and Licence Conditions

Interests in tenements in Western Australia are governed by the mining acts and regulations that are current in Western Australia and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, Hamelin Gold could lose title to or its interest in the tenements if licence conditions are not met (including expenditure conditions) or if insufficient funds are available to meet expenditure commitments.

Please refer to the Solicitor’s Report on Tenements in annexure B for further details of the applicable licence conditions.

(p) Funding Risk

Hamelin Gold’s ability to effectively implement its business operation plans in the future, to take advantage of other business opportunities and to meet any unanticipated liabilities or expenses which Hamelin Gold may incur may depend on its ability to raise funds in the future.

Hamelin Gold may seek to raise funds through equity or debt financing or other means. There can be no assurance that additional finance will be available when needed, or if available, the terms of the financing may not be favourable to Hamelin Gold and its shareholders.

(q) Competition Risk

The industry in which Hamelin Gold will be involved is subject to domestic and global competition. Although Hamelin Gold will undertake all reasonable due diligence in its business decisions and operations, Hamelin Gold will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the West Tanami Project and business.

(r) Climate regulation risk

There are a number of climate-related regulation factors that may affect the operations and proposed activities of Hamelin Gold. The climate change risks particularly attributable to Hamelin Gold include the emergence of new or expanded regulations associated with the transitioning to a lower carbon economy and market changes related to climate change mitigation. Hamelin Gold may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the Company and its profitability. While Hamelin Gold will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that Hamelin Gold will not be impacted by these occurrences

(s) Unforeseen Risks

There may be other risks which the Directors are unaware of at the date of this Notice of Meeting which may impact on Hamelin Gold and its operations, and on the valuation and performance of the Hamelin Gold Shares.

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5.10 Hamelin Gold Financial Information

Set out below is the unaudited Historical and unaudited Pro-forma Statement of Financial Position of Hamelin Gold as at 30 June 2021.

	Audited 30 June 2021 (A$)	Unaudited Subsequent Events 30 June 2021 (A$)	Unaudited Pro Forma Adjustments 30 June 2021 (A$)	Unaudited Pro Forma 30 June 2021 - $10 million raising (A$)	Unaudited Pro Forma 30 June 2021 - $12 million raising (A$)
Current Assets
Cash and cash equivalents	1	-	9,188,076	9,188,077	11,185,881
Total Current Assets	1	-	9,188,076	9,188,077	11,185,881
Non-Current Assets
Exploration and evaluation	-	12,135,636	-	12,135,636	12,135,636
Total Non- Current Assets	-	12,135,636	-	12,135,636	12,135,636
Total Assets	1	12,135,636	9,188,076	21,323,713	23,321,517
Current Liabilities
Employee leave liabilities	-	(109,535)	-	(109,535)	(109,535)
Encounter Resources Limited – loan account	-	(73,194)	-	(73,194)	(73,194)
Total Current Liabilities	-	(182,729)	-	(182,729)	(182,729)
Total Liabilities	-	(182,729)	-	(182,729)	(182,729)
Net Assets	1	11,952,907	9,188,076	21,140,984	23,138,788
Equity
Issued Capital	1	(47,093)	9,358,375	9,311,283	11,299,509
Reserves	-	-	731,145	731,145	731,145
Retained earnings	-	12,000,000	(901,444)	11,098,556	11,108,134
Total Equity	1	11,952,907	9,188,076	21,140,984	23,138,788

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The following key pro forma adjustments have been made in relation to events subsequent to 30 June 2021:

(a) recognition of capitalised exploration costs and corresponding amount owing of $135,636 to Encounter, in respect of the acquisition of Hamelin Resources by Hamelin Gold. Prior to the acquisition of Hamelin Resources Pty Ltd by the Company, Hamelin Resources Pty Ltd completed the transfer of exploration assets to Encounter Resources Limited for consideration amounting to $5,498,795, being the carrying value of those exploration assets in the records of Hamelin Resources Pty Ltd. In addition, Encounter Resources Limited undertook a partial loan forgiveness amounting to $304,727 relating to amounts owed by Hamelin Resources Pty Ltd; and
(b) Fair value uplift of $12,000,000 applied to the carrying value of exploration assets acquired and retained earnings, resulting from the application of ‘provisional acquisition accounting’ under AASB 3 – Business Combinations to the acquisition of Hamelin Resources Pty Ltd by the Company. The acquisition details with respect to the acquisition of Hamelin Resources Pty Ltd pursuant to the Share Sale Agreement (refer Section 5.11(c)) completed on 14 September 2021 as set out below, determined for the purposes of the pro forma adjustments as at 30 June 2021 pursuant to AASB 3 pursuant to which the Company has the ability to re-determination of the acquisition transaction as at the actual acquisition date which may, for financial accounting reporting purposes, result in changes to the values set out below. Details of the net assets acquired, purchase consideration and notional fair value attributable to exploration assets are as follows:

exploration assets are as follows:
Net assets acquired:		$
Exploration assets Loan liabilities Adjusted net assets of Hamelin Resources acquired Fair value of Consideration Gain on acquisition		12,135,638 (135,636)
		12,000,002 2 12,000,000

The following pro forma transactions are proposed to occur following completion of the Capital Raising:

(a) the issue of 50,000,000 Hamelin Gold Shares at $0.20 each to raise $10,000,000 before costs (minimum offer) and the issue of 60,000,000 Shares at $0.20 each to raise $12,000,000 before costs (maximum offer);
(b) further costs in relation to the Capital Raising of $982,915 (minimum offer) and $985,111 (maximum offer). Included in the Capital Raising costs are cash fees payable to the Lead Manager amounting to $400,000 and a fair value of $128,243 recognised in respect of Hamelin Gold Options issued to the Lead Manager and Co-Manager. Note that of the above costs relating to the Offer an amount of $341,290 has been allocated as an expense and is included as an adjustment to Retained Earnings in the above pro forma statement. A total of $688,178 (minimum offer) and $700,491 (maximum offer) have been attributed to share issue costs and included as a debit to Issued Capital in the above pro forma statement;
(c) assignment of annual leave and long service leave liabilities relating to Mr Peter Bewick from Encounter to Hamelin Gold amounting to $109,535; and
(d) recognition of an estimated expense of $560,154 in respect of 4,500,000 Hamelin Gold Options over unissued shares to directors, management and contractors and an estimated expense of $170,991 in respect of 2,000,000 Hamelin Gold Options over unissued shares to the Lead Manager and Co-Manager, based on a management estimated Black-Scholes valuation using the following assumptions:

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	Hamelin Gold Options – directors, management and contractors	Hamelin Gold Options – Lead Manager and Co- Manager
Number of Hamelin Gold Options	4,500,000	2,000,000
Exercise price	$0.30	$0.30
Share price at valuation date	$0.20	$0.20
Number of years to expiry	4 years	2 years
Volatility	100%	100%
Interest rate	1%	1%
Calculated value of Hamelin Gold Options	$560,154	$170,991

5.11 Material Contracts

Hamelin Gold is a party to the following material contracts:

(a) Demerger Deed

The Company and Hamelin Gold entered into a Demerger Deed dated 14 September 2021 which deals with certain commercial, legal and transitional issues arising in connection with the legal separation of the Company and Hamelin Gold. The parties have entered into the Demerger Deed to assemble Hamelin Gold’s business under the ownership of Hamelin Gold and separate Hamelin Gold from the Company, through a distribution of Hamelin Gold Shares to Eligible Shareholders. The parties have agreed to implement the steps required for the Demerger on the same material conditions as the Transaction Conditions outlined in section 4.9. The key terms of the Demerger Deed are as follows:

(1) Separation Principle

The fundamental Demerger principle of the separation of Hamelin Gold from Encounter is that, following the Demerger, as between Hamelin Gold, on the one hand, and Encounter on the other.

Encounter will have the entire economic and commercial benefit (including all profits) of the business carried on by Encounter (excluding the business carried on by Hamelin Resources relating to the West Tanami Project) ( Remaining Encounter Business ), the entire economic and commercial risk and liabilities of Remaining Encounter Business, and none of the economic or commercial risk or liabilities of the business relating to the West Tanami Project whenever arising.

Hamelin Gold will have the entire economic and commercial benefit (including all profits) of the business relating to the West Tanami Project at all times as if Hamelin Gold had owned and operated the business of the West Tanami Project at all times (and as if Hamelin Resources, to the extent of its ownership of the business of the West Tanami Project, had not been an Encounter entity

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at any time), the economic and commercial risk and liabilities of its business (other than in respect of the Remaining Encounter Business), none of the economic benefit, commercial risk or liabilities (whenever arising) of the Encounter group.

(2) No Claims

Consistent with the Demerger Separation Principle, Hamelin Gold and Encounter acknowledge that once the Demerger is complete, Hamelin Gold will not have any rights against Encounter, and Encounter will not have any rights against Hamelin Gold, except in specified circumstances.

(3) Termination

Encounter may in its sole discretion, should the effective date not have occurred, terminate the Demerger Deed at any time prior to 31 December 2021 or such later time and date as is agreed, whereby each party will be released from their obligations and liabilities under the Demerger Deed.

(4) Intellectual Property

Except as permitted under any of the other Transaction Documents, Encounter must cease to use any intellectual property rights owned by Hamelin Gold including the names Hamelin Gold or Hamelin Resources, and Hamelin Gold must cease to use any intellectual property rights owned by Encounter.

(5) Assignment

Rights arising out of or under the Demerger Deed cannot be assigned by a party without the prior written consent of the other party.

(6) Tax assistance and tax consolidation

Hamelin Gold and Encounter will assist each other in relation to the preparation of their respective tax returns and in the event of any tax audit by a relevant authority. The Demerger Deed also contains provisions as to the handling of any tax claims. Hamelin Gold and Encounter will do all things necessary for Hamelin Gold to exit from the Encounter tax consolidated group.

The Demerger Deed is otherwise on terms and conditions considered standard for agreements of this nature.

(b) Loan Deed

On 14 September 2021, the Company entered into a loan arrangement with Hamelin Gold and Hamelin Resources, both related parties of the Company, under which Hamelin Gold has received funds from the Company for the payment of pre-IPO costs, up to a maximum of $350,000 ( Loan Deed ). On entry into the Loan Deed, Hamelin Gold acknowledged that it had also already received funds towards payment of preIPO costs prior to the date of the Loan Deed, and Hamelin Resources acknowledged that it owed Encounter the existing sum of $135,636 ( Existing Debt ). Where Hamelin Gold receives actual proceeds from completion of the Capital Raising, it must repay the aggregate amount of the Existing Debt and all other drawings that have been made to date.

The Loan Deed otherwise includes customary provisions for loan arrangements of this nature and the funds received under the Loan Deed have been used for the agreed purpose, to pay Hamelin Gold’s pre-IPO costs to facilitate the Capital Raising.

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(c) Internal restructure of assets prior to Demerger to give effect to Hamelin Gold holding the West Tanami Project only with other projects to be retained by Encounter

– Share Sale Agreement Acquisition by Hamelin Gold of Hamelin Resources

On 14 September 2021, Hamelin Gold entered into a Share Sale Agreement with Encounter and Hamelin Resources pursuant to which Encounter agreed to sell and Hamelin Gold agreed to purchase the one ordinary share in Hamelin Resources held by Encounter, free of any encumbrances for consideration of $2 (being the then net asset value of Hamelin Resources post completion of the Tenement Transfer Agreements). A loan of $135,636 owing by Hamelin Resources to Encounter will remain payable after the Demerger. Completion of the Share Sale Agreement occurred on 14 September 2021.

The key terms of the Share Sale Agreement are as follows:

(1) Conduct pending completion

Encounter and Hamelin Resources will carry on the business carried on by Hamelin Resources at the date of the Share Sale Agreement (it being acknowledged that Hamelin Resources has entered into Tenement Transfer Agreements with Encounter to transfer the tenements and related assets not related to the West Tanami Project tenements to other subsidiaries of Encounter) in the usual and ordinary course and substantially in the same manner as conducted at the date of the Share Sale Agreement.

(2) Warranties

Amongst other matters, Encounter provides warranties that it has standing to enter into the Share Sale Agreement, it is the sole legal and beneficial owner of the shares free of any encumbrances and has the right, power and authority to transfer ownership to Hamelin Gold free of any encumbrances.

Tenement Transfer Agreement – Hamelin Resources to EP

On 14 September 2021, Hamelin Resources and EP entered into a tenement transfer agreement for the transfer of E45/3446, E45/4613, P45/2750, P45/2751, P45/2752, P45/3032 and ELA45/5630 ( EP Tenements ) and assignment of all contracts relating to the EP Tenements from Hamelin Resources to EP as part of the internal corporate restructure prior to the Demerger. Following completion of the agreement, Hamelin Resources will hold the EP Tenements on trust for EP until they can be transferred into EP’s name. As consideration for the transfer EP (or Encounter) must pay Hamelin Resources the amount equivalent to the intercompany loan owing in connection with the EP Tenements (being $5,451,792.64), which will be set off on completion. Completion occurred on 14 September 2021.

The key terms of the EP Tenement Transfer Agreement are as follows:

(1) Interim Obligations

During the period between the agreement date until EP is registered as the legal owner of each tenement, Hamelin Resources:

grants EP an exclusive licence to access and enter the EP Tenements and exercise all or any of the rights of the legal and beneficial owner of the EP Tenements; and
authorises EP to carry out exploration of a kind authorised by each tenement and agrees that all expenditure on or in connection with

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exploration carried out under this authorisation will be regarded as expenditure for the purposes of the Mining Act 1978 (WA).

EP must comply with the conditions of the EP Tenements and all laws applicable to its activities on the EP Tenements and the terms of all agreements and arrangements made in respect of the EP Tenements between Hamelin Resources and third parties.

(2) Warranties

Amongst other matters, Hamelin Resources provides warranties that the tenements are in good standing, that there are no unremedied breaches of the terms of the tenements and that no enforcement notices have been issued under any environmental law.

Tenement Transfer Agreement – Hamelin Resources to EA

On 14 September 2021, Hamelin Resources and EA entered into a tenement transfer agreement for the transfer of E80/5169, E80/5469, E80/5470 and E80/5522 ( EA Tenements ) and assignment of all contracts from Hamelin Resources to EA as part of the internal corporate restructure of Hamelin Resources prior to the Demerger. As consideration for the transfer EA (or Encounter) must pay Hamelin Resources the amount equivalent to the intercompany loan owing in connection with the EA Tenements (being $47,002.40), which will be set off on completion.

The contracts include the agreement titled ‘Mineral Exploration and Land Access Deed of Agreement’ between Parna Ngururrpa (Aboriginal Corporation) RNTBC (ICN 7269) ABN 64 901 786 602 ( Native Title Party ) and Hamelin Resources dated 26 June 2018 ( Mineral Exploration and Land Access Agreement ).

Hamelin Resources is the legal and beneficial owner of the EA Tenements, except for exploration licences 80/5469 and 80/5470 in respect of which Hamelin Resources is the beneficial holder and is entitled to become registered holder of 100 / 100 shares in exploration licences 80/5469 and 80/5470. Following completion of the agreement, subject to obtaining the necessary Ministerial consents, Hamelin Resources will hold the EA Tenements on trust for EA until they can be transferred into EA’s name. Completion occurred on 14 September 2021.

The key terms of the agreement are as follows:

(1) Conditions Precedent

The agreement is subject to the Native Title Party providing all necessary consents to the assignment of the EA Tenements under the Mineral Exploration and Land Access Agreement.

(2) Interim Obligations

During the period between the agreement date until EA is registered as the legal owner of each EA Tenement, Hamelin Resources:

(A) grants EA an exclusive licence to access and enter the EA Tenements and exercise all or any of the rights of the legal and beneficial owner of the EA Tenements; and
(B) authorises EA to carry out exploration of a kind authorised by each tenement and agrees that all expenditure on or in connection with exploration carried out under this authorisation will be regarded as expenditure for the purposes of the Mining Act 1978 (WA).

(3) Ministerial consent

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To the extent that any tenements are in their first year of grant (including E80/5522), any transfer or dealing in those tenements are subject to and conditional upon Ministerial Consent being given where required.

(4) Warranties

Amongst other matters, Hamelin Resources provides warranties that it holds a 100% registered interest in E80/5169 and E80/5522, is the registered holder of a 50% registered interest in E80/5469 and E80/5470 and is entitled to be registered as holder of a 100% registered interest in those tenements, the tenements are in good standing, that there are no unremedied breaches of the terms of the tenements and that no enforcement notices have been issued under any environmental law.

(d) Executive Service Agreement – Peter Bewick

Encounter entered into an executive services agreement with Mr Bewick on 1 October 2019 to appoint Mr Bewick as an Exploration Manager ( Services Agreement ). Hamelin Gold and Mr Bewick entered into a transfer of employment letter on 10 September 2021 ( Employment Transfer Letter ) pursuant to which Mr Bewick’s employment at Encounter was transferred to Hamelin Gold on the same terms and conditions as the Services Agreement, subject to all necessary changes to give effect to Mr Bewick taking on the position as Managing Director of Hamelin Gold from the Capital Reduction Effective Date.

Under the terms of the Services Agreement, Mr Bewick receives a base salary of A$270,000 per year (excluding superannuation guarantee contributions). The agreement will be subject to annual review. An executive bonus for an amount of up to 25% of base salary may be paid based on performance criteria set by and assessed by the Board.

Mr Bewick is entitled to facilities including a parking bay at Hamelin Gold’s office and all office and secretarial support as is required to enable Mr Bewick to carry out and perform his duties and to an appropriate standard.

The Services Agreement will continue until terminated. Either party may give the other six months notice in writing to terminate the Services Agreement or with payment or feature in lieu. Hamelin Gold may terminate the Services Agreement without notice for serious misconduct by Mr Bewick or if Mr Bewick abandons his employment by being absent without authorisation from Hamelin Gold for three consecutive workdays. The Employment Transfer Letter acknowledges that the work location, current rate of pay (subject to any applicable award increases) and leave entitlements will remain the same upon transfer. The Employment Transfer Letter recognises Mr Bewick’s prior service with Encounter will be preserved and rolled over to Hamelin Gold (in effect being from 20 September 2005).

Mr Bewick (similar to other Hamelin Gold Directors) will have the benefit of Hamelin Gold’s directors and officers’ insurance and a deed of indemnity, insurance and access.

(e) Transitional Services Agreement

Encounter has entered into an agreement with Hamelin Gold dated [14] September 2021 pursuant to which the Company will allow Hamelin Gold to use certain agreed administrative facilities and equipment together with other safety and exploration services on an ongoing non-exclusive basis.

Hamelin Gold will pay for access to these services and facilities on a time based, at cost recovery basis, which may be varied from time to time by written mutual agreement. The Company will invoice Hamelin Gold monthly.

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Hamelin Gold may terminate the agreement at any time by providing prior written notice and may do so immediately in any circumstance of serious failure or breach. It is expected that the transitional period will be for 12 months unless terminated earlier, or agreed between the parties to be extended. The agreement also provides for the converse right for Encounter to seek similar services on substantially the same terms, from Hamelin Gold if so requested.

(f) Lead Manager Agreement

Hamelin Gold has entered into an agreement (dated 9 September 2021) with Euroz Hartleys Limited pursuant to which Euroz Hartleys Limited ( Lead Manager ) has been appointed to act as lead manager and bookrunner for the Capital Raising and Chieftain Securities Pty Ltd ( Co-Manager ) will be appointed to act as co-manager for the Capital Raising.

Hamelin Gold has agreed to pay the Lead Manager a fee of $400,000 to be paid on the quotation of Hamelin Gold Shares on the ASX or the first business day after Hamelin Gold receives a valid tax invoice for such fees (whichever is the latter) (being Management Fee and Capital Raising Fee ).

In addition, at the time of settlement of the Capital Raising, Hamelin Gold agrees to issue the Lead Manager or its nominee 1,333,333 Hamelin Gold Options, priced at $0.30 with an expiry date of 2 years after issue, and issue the Co-Manager or its nominee 666,667 Hamelin Gold Options, priced at A$0.30 with an expiry date of 2 years after issue ( Option Fee ).

The Lead Manager is responsible for paying any fees to be paid to other participating brokers (including any fee to the Co-Manager). The Lead Manager has agreed to pay the Co-Manager one third of the Management Fee and Capital Raising Fee.

The Lead Manager Agreement contains a tail fee, under which if Hamelin Gold terminates the Lead Manager Agreement and within 6 months of the termination any equity capital raising is completed that includes the participation of a party whom the Lead Manager had introduced to Hamelin Gold during their engagement, Hamelin Gold will pay to the Lead Manager its full fees (including the Management Fee, Capital Raising Fee and Option Fee).

The Lead Manager Agreement also contains a first right of refusal, under which, if within 12 months from the date of allotment of the Capital Raising shares, Hamelin Gold determines that it wishes to undertake any subsequent capital raisings, Hamelin Gold agrees to provide written notice of the terms agreed with any competitor and the Lead Manager has the right to agree to match those terms within a period of 48 hours and subsequently execute the transaction on a sole lead manager basis..

Either Hamelin Gold or the Lead Manager may terminate the Lead Manager Agreement with or without cause, by giving 2 months’ written notice to the other party.

(g) Share Sale Facility Agreement

The Company has entered into an agreement dated 9 September 2021 to engage Euroz Hartleys as the sale Nominee for the In-specie Distribution ( Share Sale Facility Agreement ). The Share Sale Facility Agreement should be read in conjunction with the Lead Manager Agreement. The material terms and conditions of the Share Sale Facility Agreement are as follows:

(1) under the Share Sale Facility Agreement, Euroz Hartleys has been appointed as the sale Nominee for Shareholders on the In-specie Distribution Record Date with an address outside an Eligible Country. Euroz Hartleys will act on a

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best endeavours only basis to sell the Ineligible Shareholders’ Hamelin Gold Shares, and will not be liable to the Ineligible Shareholders for any loss suffered as a result; and

(2) no fee will be payable to Euroz Hartleys in relation to their engagement as sale nominee other than the fees payable to Euroz Hartleys under the Lead Manager Agreement.

The Share Sale Facility Agreement otherwise contains provisions considered standard for an agreement for its nature.

5.12 Substantial Shareholders

As at the date of this Explanatory Memorandum, Hamelin Gold is a wholly owned subsidiary of the Company. Based on the information known as at the date of this Explanatory Memorandum, no person will have a voting power of 5% or more in Hamelin Gold as a result of the Proposed Transaction. It is noted that this takes account of the In-specie Distribution, however any participation in the Capital Raising is not known at the date of this Explanatory Memorandum.

5.13 Rights and Obligations Attaching to Hamelin Gold Shares

As a part of preparing the Hamelin Gold Shares to be quoted on the Official List, Hamelin Gold’s constitution ( Hamelin Gold Constitution ) has been established in order to meet requirements under the Listing Rules. The Hamelin Gold Constitution is of the kind usually adopted by a public company, with certain provisions taking effect once (and for so long as) Hamelin Gold is listed on the ASX.

A summary of the rights attaching to Hamelin Gold Shares under the Hamelin Gold Constitution is set out below. The summary is qualified by the full terms of the Hamelin Gold Constitution (copies of the Hamelin Gold Constitution may be inspected at the registered office of Hamelin Gold during normal business hours by appointment with the company secretary). These rights and liabilities can involve complex questions of law arising from an interaction of the Hamelin Gold Constitution with statutory, Listing Rules and common law requirements. This summary is not intended to be exhaustive.

The following is a summary of the principal rights which will attach to Hamelin Gold Shares:

(a) Voting

Every holder of Hamelin Gold Shares present in person or by proxy, attorney or representative at a meeting of Hamelin Gold Shareholders has one vote on a vote taken by a show of hands or by proxy, attorney or representative has one vote for every Hamelin Gold Share held by him or her. At any general meeting a resolution put to the vote of the meeting must be decided on a show of hands unless a poll is effectively demanded.

(b) Dividends

The Hamelin Gold Directors may from time to time decide to pay a dividend to the shareholders entitled to the dividend which are payable on all Hamelin Gold Shares according to the proportion of the amount paid (not credited) in respect of such Hamelin Gold Shares. The Hamelin Gold Directors may rescind a decision to pay a dividend if they decide, before the payment date, that Hamelin Gold’s financial position no longer justifies the payment. The Hamelin Gold Directors may from time to time pay to the Hamelin Gold Shareholders any interim dividends that they may determine.

(c) Transfer of Hamelin Gold Shares

A Hamelin Gold Shareholder may transfer Hamelin Gold Shares held by them by an ASX Settlement Transfer or any other method of transferring Shares introduced by

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ASX or operated, in accordance with the ASX Settlement Rules, Listing Rules and Corporations Act or an instrument in writing in any usual or any other form approved by the Hamelin Gold Directors.

The Hamelin Gold Directors may refuse to register any transfer of Hamelin Gold Shares, where Hamelin Gold is permitted or required to do so by the Listing Rules or if the transfer is of restricted securities which may breach the Listing Rules or any escrow agreement entered into by Hamelin Gold.

(d) Meetings and Notice

Each Hamelin Gold Shareholder is entitled to receive notice of and to attend general meetings for Hamelin Gold and to receive all notices, accounts and other documents required to be sent to Hamelin Gold Shareholders under Hamelin Gold Constitution, the Corporations Act or the Listing Rules.

(e) Liquidation Rights

If Hamelin Gold is wound up, a liquidator may, with the authority of a special resolution of Hamelin Gold Shareholders, divide among the Hamelin Gold Shareholders the whole or any part of the remaining property of Hamelin Gold to be valued as the liquidator considers fair. The liquidator may determine how the division is to be carried out between the Hamelin Gold Shareholders or different classes of Hamelin Gold Shareholders. No Hamelin Gold Shareholder is obliged to accept any Hamelin Gold Shares or other securities of which there is any liability.

(f) Directors – appointment and removal

Hamelin Gold must have at all times at least 3 but may not exceed 9 Hamelin Gold Directors. Subject to the Corporations Act, Hamelin Gold may, by ordinary resolution, increase or reduce the number of Hamelin Gold Directors and may also determine in what rotation the increased or reduced number is to go out of office. A Hamelin Gold Director must not hold office without re-election past the third annual general meeting following the Hamelin Gold Director’s appointment or last election for more than three years, whichever is longer.

There must be an election of Hamelin Gold Directors at each annual general meeting of Hamelin Gold and can be satisfied by a person standing for election as a new Hamelin Gold Director, re-election of any Hamelin Gold Director or any retiring Hamelin Gold Director standing for re-election. If these requirements are not available a Hamelin Gold Director who has been a Hamelin Gold Director for the longest without re-election must retire and stand for re-election. Hamelin Gold may elect a person as a Hamelin Gold Director by resolution passed at a general meeting.

(g) Directors – fees and remuneration

The remuneration of the Hamelin Gold Directors is determined by the Hamelin Gold Board and must not include a commission on or percentage of operating revenue. The total amount of fees payable by Hamelin Gold to non-executive Hamelin Gold Directors must not exceed the maximum amount determined by shareholders at a general meeting.

(h) Sale of Non-Marketable Holdings

Hamelin Gold may take steps to sell securities held by a Hamelin Gold Shareholder which is less than a marketable parcel of listed securities. Hamelin Gold will bear all the costs attached to the sale of such listed securities.

Hamelin Gold may only take steps to eliminate non-marketable holdings in accordance with the Hamelin Gold Constitution and the Listing Rules.

Page 45 of 54

Explanatory Memorandum

(i) Listing Rules

If Hamelin Gold is admitted to the Official List, then despite anything in the Hamelin Gold Constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Hamelin Gold Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not done (as the case may be). If the Listing Rules require the constitution to contain a provision or not to contain a provision the constitution is deemed to contain that provision or not to contain that provision (as the case may be). If a provision of the Hamelin Gold Constitution is or becomes inconsistent with the Listing Rules, the Hamelin Gold Constitution is deemed not to contain that provision to the extent of the inconsistency.

For more particular details of the rights attaching to shares in Hamelin Gold, investors should refer to the Hamelin Gold Constitution.

6. General Business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. Specific comments relating to the Resolution are set out in the Explanatory Memorandum.

Page 46 of 54

Explanatory Memorandum

7. Interpretation

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange (as applicable).

ATO means Australian Taxation Office.

Board means the board of directors of the Company.

Capital Raising means an issue of a minimum of 50,000,000 Hamelin Gold Shares at $0.20 each to raise $10,000,000 and a maximum of 60,000,000 Hamelin Gold Shares at $0.20 each to raise $12,000,000, with a priority offer of up to 25,000,000 Hamelin Gold Shares at $0.20 each (being $5,000,000) to be afforded to Eligible Shareholders (as at the Priority Offer Record Date, on a pro-rata basis) and the balance to the general public.

Capital Reduction Amount has the meaning given in section 4.8.

Capital Reduction Effective Date the date the In-specie Distribution of Hamelin Gold Shares to Eligible Shareholders is effected, which is proposed to be 25 October 2021.

Co-Manager means Chieftain Securities Pty Ltd ABN 76 608 580 285.

Commissioner has the meaning given in section 4.17.

Company or Encounter means Encounter Resources Limited ACN 109 815 796.

Constitution means the constitution of the Company from time to time.

Corporations Act means the Corporations Act 2001 ( Cth ) as amended, varied or replaced from time to time.

Demerger has the meaning given in section 4.1.

Demerger Approval has the meaning given in section 5.9(a).

Demerger Dividend has the meaning given in section 4.8.

Demerger Relief has the meaning given in section 4.17.

Director means a director of the Company.

EA means Encounter Aileron Pty Ltd ACN 651 852 256.

Eligible Country means Australia, New Zealand, Singapore, the United Kingdom and Germany or such other jurisdictions as the Directors consider reasonable to extend the distribution of Hamelin Gold Shares.

Eligible Shareholder a Shareholder on the In-specie Distribution Record Date with a registered address in an Eligible Country.

EP means Encounter Paterson Pty Ltd ACN 651 85 637.

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.

Extraordinary General Meeting or Meeting means the Extraordinary General Meeting of the Company pursuant to this Notice of Meeting.

Hamelin Gold means Hamelin Gold Limited ACN 650 439 580.

Hamelin Gold Board means the board of directors of Hamelin Gold.

Page 47 of 54

Explanatory Memorandum

Hamelin Gold Constitution means the constitution of Hamelin Gold from time to time.

Hamelin Gold Director means a current or proposed director of Hamelin Gold as set out in section 5.6.

Hamelin Gold Option means an option to subscribe for a Hamelin Gold Share

Hamelin Gold Share means a fully paid ordinary share in the capital of Hamelin Gold.

Hamelin Gold Shareholder a holder of the Hamelin Gold Share.

Hamelin Resources means Hamelin Resources Pty Ltd ACN 140 741 340.

Independent Technical Assessment Report means report contained in Annexure A.

Ineligible Shareholder has the meaning given to the term in section 2.7.

In-specie Distribution means the distribution of Hamelin Gold Shares to Shareholders the subject of Resolution 1.

In-specie Distribution Record Date means 28 October 2021.

IPO means initial public offering of shares in Hamelin Gold.

Lead Manager means Euroz Hartleys Limited ABN 33 104 195 057.

Listing Rules means the official listing rules of the ASX as amended from time to time.

Loan Deed means the Loan Deed between ENR, HMG and Hamelin Resources dated 14 September 2021.

Minister means the Minister for the time being responsible for the administration of the Mining Act.

Mining Act means the Mining Act 1978 (WA).

Nominee has the meaning given in sections 2.7 and 4.10.

Notice of Meeting or Notice means the notice of meeting giving notice to Shareholders of the Meeting, accompanying this Explanatory Memorandum.

Official List means the official list of the ASX.

Option means an option to acquire a Share.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders.

Priority Offer Record Date means the record date for Encounter Shareholders to be entitled to participate in the priority offer to be carried out pursuant to the Capital Raising, scheduled to be on 23 September 2021.

Proposed Transaction has the meaning given in section 4.2.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Registry means Automic Group Share Registry.

Resolution means a resolution proposed at the Meeting.

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Explanatory Memorandum

Sale Facility Agreement or Sale Facility means the sale facility between the Nominee and the Company for the sale of Ineligible Shareholders entitlements to Hamelin Gold Shares under the Inspecie Distribution, on the terms set out in section 5.11(g).

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

Shareholder or Encounter Shareholder means a holder of Shares in the Company.

Share Sale Agreement means the Share Sale Agreement between ENR, HMG and Hamelin Resources dated 14 September 2021.

Short Form Prospectus means the prospectus prepared by the Company to be issued in conjunction with this Notice of Meeting.

Solicitor’s Report on Tenements means the report contained in Annexure B.

Tenement Transfer Agreements means:

(a) the agreement between EP and Hamelin Resources dated 14 September 2021; and
(b) the agreement between EA and Hamelin Resources dated 14 September 2021.

Transaction Condition means a condition to the Proposed Transaction as set out in section 4.9 or any one or more of them, as the context requires.

Transaction Documents means:

(a) the Demerger Deed;
(b) the Tenement Transfer Agreements;
(c) the Share Sale Agreement;
(d) the Transitional Services Agreement;
(e) the Loan Deed;
(f) any document entered into pursuant to the Demerger Deed or in connection with the Demerger by any Encounter entity or by any Hamelin Gold entity; and
(g) any other document the Company and Hamelin Gold agree to be a Transaction Document.

Transitional Services Agreement means the Transitional Services Agreement between ENR and HMG dated 14 September 2021.

Any inquiries in relation to the Notice of Meeting or the Explanatory Memorandum should be directed to:

Mr Dan Travers (Joint Company Secretary)

Phone: +61 8 9486 9455

Email: email: [email protected]

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Explanatory Memorandum

Schedule 1 – West Tanami Project

Part A – Exploration Permits and Permit Application

Tenement	State	Status	Holder	Area	Grant Date	Expiry Date	Minimum Annual Expenditure	Next MTO Rent
E80/5132	WA	Live	Hamelin Resources Pty Ltd	118 Blocks	30 August 2018	29 August 2023	$177,000	$30,916
E80/5137	WA	Live	Hamelin Resources Pty Ltd	165 Blocks	30 August 2018	29 August 2023	$247,500	$43,230
E80/5145	WA	Live	Hamelin Resources Pty Ltd	146 Blocks	30 August 2018	29 August 2023	$219,000	$38,252
E80/5146	WA	Live	Hamelin Resources Pty Ltd	86 Blocks	30 August 2018	29 August 2023	$129,000	$22,532
E80/5147	WA	Live	Hamelin Resources Pty Ltd	85 Blocks	30 August 2018	29 August 2023	$127,500	$22,270
E80/5186	WA	Live	Hamelin Resources Pty Ltd	22 Blocks	4 February 2019	3 February 2024	$22,000	$5,764
E80/5323	WA	Live	Hamelin Resources Pty Ltd	31 Blocks	29 July 2019	28 July 2024	$31,000	$8,122
EL80/5571	WA	Live	Hamelin Resources Pty Ltd	55 Blocks	9 September 2021	8 September 2026	$55,000	$8,030

Part B – Overview of West Tanami Project, Exploration Potential and Development Plan

An overview of the West Tanami Project is set out in section 4.6, with the proposed development plan and exploration strategy set out in section 5.5 of the Explanatory Memorandum. The Figures referred to in the Explanatory Memorandum are set out below:

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Explanatory Memorandum

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Figure 1 – Project location plan

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Figure 2 - West Tanami leasing with gold occurrences over regional gravity data

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Explanatory Memorandum

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Figure 3 - Key prospect locations on detailed aeromagnetics

The key prospects are also highlighted below:

West Tanami Project Prospects

The West Tanami Project comprises the following prospects:

High-grade gold intersections under shallow cover:

Hutch’s Find Prospect:
Gold/arsenic anomalism in colluvium over 5km of strike
Limited drilling has returned 19m @ 2.3g/t Au from 98m and 10m @ 5.4g/t Au from 123m[1]
Camel Prospect:
Significant zone of gold/arsenic anomalism in shallow drilling over 2km of strike
7.2m @ 3.1g/t Au from 95m[1]

Large geophysical targets with supporting geochemistry:

Bandicoot and Quenda Prospect:
Two large untested magnetic anomalies coincident with gold-arsenic geochemical anomalism adjacent to an interpreted major structure
EIS co-funded diamond drilling program planned for 2021/2022

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Explanatory Memorandum

Kilometre scale unexplained geochemical anomalies:

Afghan Prospect: a +7.5km long gold anomaly in shallow RAB drilling
Fremlins Prospect: a 6km long zone of gold and arsenic anomalism located along NNE trending regional structure 10km south of the Coyote gold mine
Mojave Prospect: a +7km long gold-arsenic anomaly that includes thick mineralised drill intersections strengthening at bottom of hole
1 Refer to the Independent Technical Assessment Report at Annexure A to this Schedule.

Subject to the completion of the Demerger and the successful completion of the Capital Raising, the indicative expenditure on the West Tanami Project and administration over 2 years from admission of Hamelin Gold to ASX is set out below:

Source of funds	Minimum subscription ($10 million IPO)	Percentage of total	Maximum subscription ($12 million IPO)	Percentage of total
Existing cash reserves	$1	0.00001%	$1	0.000008%
Funds raised from Offer	$10,000,000	99.99999%	$12,000,000	99.999992%
Total funds available	$10,000,001	100%	$12,000,001	100%

Use of funds ($)		Year 1	Year 1	Year 2	Year 2
		Level of subscription		Level of subscription
		Minimum	Maximum	Minimum	Maximum
Exploration costs	Data compilation and interpretation	230,000	230,000	60,000	60,000
	Aeromagnetics	175,000	175,000	50,000	50,000
	Geochemistry	215,000	215,000	245,000	245,000
	Drilling	1,700,000	2,000,000	2,400,000	3,250,000
	Sub Total	2,320,000	2,620,000	2,755,000	3,605,000
Administrative costs2		800,000	800,000	800,000	800,000
Costs of the IPO and listing		859,000	861,000	0	0
Remaining Cash Balance		6,021,000	7,719,000	2,466,000	3,314,000
Total uses of funds allocated		3,979,000	4,281,000	3,555,000	4,405,000

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Explanatory Memorandum

Notes:

Refer to section 8 of the Independent Technical Assessment Report in Annexure A for further details with respect to the Company’s proposed exploration programs at the West Tanami Project.
Administration costs include the general costs associated with the management and operation of the Company’s business including administration expenses, management salaries, directors’ fees, rent and other associated costs as well as includes the amount owing under the Loan Deed which is summarised in section 5.11(b).

The above table is a statement of current intentions of the Hamelin Gold Directors only as at the date of this Notice of Meeting. It should be noted that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors, including operational and development activities, regulatory developments, and market and general economic conditions. In light of this, the Hamelin Gold Board will reserve its rights to alter the way the funds are applied.

Part C – Additional Information and Reports on West Tanami Project

A detailed summary on the West Tanami Project, the planned exploration programs, proposed exploration budget and exploration potential of the West Tanami Project is provided in the Independent Technical Assessment Report and Solicitor’s Tenement Report which form annexures A and B respectively to this Schedule.

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Annexure A – Independent Technical Assessment Report

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Independent Technical Assessment Report

Presented to: Hamelin Gold Limited

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Date Issued: 13 September 2021

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Document Reference Hamelin Gold Limited ITAR 13/09/2021 Distribution Hamelin Gold Ltd Geolucid Principal Author Lynda Burnett BSc Hons (Geology) MAUSIMM

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Report Date Date: 13 September 2021

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Executive Summary

Hamelin Gold Ltd (Hamelin Gold or the Company) commissioned GeoLucid to prepare an Independent Technical Assessment Report (ITAR or the report) on the Mineral Assets in which Hamelin Gold has an interest. The ITAR is to be included in a prospectus issued by the Company and dated around the date of this Report for an initial public offer of 50 million shares at an issue price of $0.20 each to raise up to a total permissive amount of $10M (before costs) to facilitate the Company’s admission to the Official List of the Australian Security Exchange (ASX). Oversubscriptions of up to 10 million shares to raise a further $2M may be accepted.

This Report has been prepared as a public document, in the format of an independent specialist’s report and in accordance with the guidelines of the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets – the 2015 VALMIN Code (VALMIN) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves – the 2012 JORC Code (JORC).

This Report is a technical review of the Company’s 2277km[2] West Tanami tenement package (Figure 1). Within this package, five key areas, Northern Projects including Afghan and Mojave , Hutch’s Find , Camel and Bandicoot Trend and Fremlins projects are described in detail. The Project is located within the Granites Tanami Orogen in the Tanami Desert located approximately 1,850km northeast of Perth and 240km southeast of Halls Creek, immediately west of the Northern Territory border with Western Australia.

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Figure 1: Hamelin Gold West Tanami Tenement Package with five key prospects and geology

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iii

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Project Overview

Five key project areas are summarised, each with a large multi-kilometre gold/arsenic surface “footprint” derived from shallow drilling and lag/surface sampling. These key projects each contain at least one significant drill intercept with intercepts such as 10m at 5.4 g/t Au at Hutch’s Find, 7.25m at 3.09 g/t Au at Camel, 18m at 0.69 g/t Au at Mojave, 3m at 5.21 g/t Au at Afghan, 6m at 1.71 g/t Au at Fremlins and 3m at 4.33 g/t Au at Ginger (east of Fremlins).

All projects demonstrate gold mineralisation within faults and complex folded structures and in many areas within defined stratigraphic units or contacts between units. The West Tanami tenement package represents one of the largest contiguous land holdings in the Granites Tanami Orogen containing prospective Stubbins Formation, the time equivalent host strata of the >14Moz Callie gold deposit (Schmeider, 2018), and located within the regionally significant Trans-Tanami fault corridor (Stevenson, 2013). The land holding is underexplored. Evidence of the lack of effective exploration is shown from analysis of the drillhole depth data from the historical drilling database. 38% of the total number of holes in the drillhole database are less than 5m deep. More than 68% or 13139 out of the 19200 drillholes are ten metres or shallower and consist of vacuum or Posthole RAB drilling (Figure 2).

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Figure 2: Project 1VD magnetics and all drillholes showing maximum depth. (includes Vacuum and Posthole RAB holes)

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These shallow drill holes in the historical database represent the equivalent of a surface to subsurface geochemical point soil or rock chip sample taken beneath the shallow aeolian desert sand cover.

A total of 2789 RAB and Aircore holes and 277 RC/Diamond holes represent the entire exploratory drilling into residual prospective geology. 658 of these holes returned gold assay results greater than 0.1g/t Au or 100ppb Au. All of the RAB, Aircore, RC and Diamond hole results greater at 0.1g/t Au are listed in Appendix 1.

Much of the area is covered by aeolian desert sand. Hence, exploration is most effective using geophysics combined with geology derived from bedrock intersected by drilling to derive mineral system footprints.

Northern Projects – Afghan and Mojave

The Northern Projects cover the Afghan and Mojave/Yosemite prospects, both multi kilometre scale near surface gold anomalies (based on a greater than 0.1g/t Au maximum assay in drillhole footprint). Prior to Hamelin Gold acquiring the tenements, the ground had been explored by Perilya Mines NL, Glengarry Resources, Tanami Gold/Exploration and Acacia/AngloGold Ashanti in the form of near surface lag, auger, vacuum, and post hole RAB drilling. During 2019, Newcrest drilled 12 RC holes at both projects returning broad low grade gold intercepts greater than 0.1g/t Au into fresh bedrock and ending in anomalous gold.

At Afghan, exploration potential exists to define broad shallow low grade mineralisation as already shown in the wide spaced drilling to date. At present only 55 holes over 7km have penetrated below 75m. Further structural control and understanding using diamond drilling or downhole televiewer information would assist in the creation of three dimensional geology models and identification of mineralised higher grade structures to be explored by drilling.

At Mojave, the down plunge structural extension of the drilled mineralised fold hinge, where it intersects a regional fault, is a high priority position for further drill testing. Given the well documented importance of following and locating the fold axial planar zones as they intersect other key structures, it is recommended that some diamond drilling or further downhole televiewer information be conducted to define this prospective position.

Hamelin has developed an exploration budget to test these existing targets with initial compilation of data, mapping and geochemistry followed by Aircore drilling of newly generated targets. Follow-up drilling of existing and newly generated targets using RC and Diamond drilling is planned with $1.17 million budgeted for exploration over the next two years assuming the minimum subscription is raised and $1.42 million if the maximum subscription is raised. In GeoLucid’s opinion this budget and work program is justified and recommended.

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Hutch’s Find Area

The Hutch’s Find Prospect is located around 22km southwest of the Coyote Gold Deposit and 12 kilometers south of the Tanami Track on a slight topographic rise. There are several mineralised zones at Hutch’s Find including Hutch’s East and Hutch’s with a total mineral system footprint of 3km by 1km. From analysis of aeromagnetic data and drill intercepts, there appears to be several mineralised trends that typically trend northwest to southeast. The mineralisation is associated with mafic unit contacts and is associated with northwest to southeast faults.

The Hutch’s Find prospect was discovered by Tanami Gold in the mid-1990s and up to the end of 2004 had 142 RC holes and 2 diamond holes completed in addition to almost 200 shallow RAB and Vacuum holes. Whilst drilling results such as 10m at 5.4 g/t Au have been encouraging, explorers have failed to correlate such higher grade mineralisation between holes.

7km to the north of Hutch’s Find, at the Sunset Ridge Prospect, gold and arsenic anomalies are focused along the axial plane of an east-west trending early fold with a mineral system footprint of 1.5km by 800m.

The potential for high-grade structurally controlled shoots at Hutch’s Find like Coyote or Callie is high. Three dimensional structural and geological compilation is likely to assist drill planning where complex folding and faulting is controlling high-grade shoot geometry. Hamelin Gold’s program also plans to test the Sunset Ridge and other prospects in the area, where little work has been done to test the large near surface anomalies at depth.

Work planned includes initial compilation of data, mapping, and geochemistry. The area requires additional detailed airborne aeromagnetics and radiometrics which will be flown as part of a larger regional survey. The work will then comprise Aircore drilling of newly generated targets. Follow-up drilling of existing and newly generated targets using RC and Diamond drilling is also planned with $1.12 million budgeted for exploration over the next two years assuming the minimum subscription is raised and $1.42 million if the maximum subscription is raised. In GeoLucid’s opinion this budget and work program is justified and recommended.

Camel Bandicoot Trend

The focus of gold mineralisation at Camel appears related to refolding and northeast trending structures overprinting a dominantly northwest trending antiformal feature containing a gold, arsenic and metal enriched dolerite sill. The metal enriched, gold and arsenic mineralised dolerite is of particular interest. Where this unit intersects prospective structures, there is potential for enrichment and remobilisation of the metals within the dolerite unit into high-grade shoots in the style of Callie. Careful mapping of this unit and three dimensional modelling should assist drill targeting for this scenario.

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At Quenda, 2km to the southwest of Camel, a magnetic high feature is interpreted as a folded dolerite sill with a north south trending axial plane. The magnetic intensity is like the Camel magnetic feature which has been drilled and identified as dolerite. There is potential for this unit to be mineralised at both Bandicoot and Quenda where magnetic data indicates units of a similar magnetic intensity and style.

The proposed budget includes initial compilation of data, mapping, and geochemistry. The work will then comprise Aircore drilling of newly generated targets. Follow-up drilling of existing and newly generated targets using RC and Diamond drilling is also planned with $1.535 million budgeted for exploration over the next two years, assuming the minimum subscription is raised and $1.985 million if the maximum subscription is raised. In GeoLucid’s opinion, this budget and work program is justified and recommended.

Fremlins and Other Regional Targets

The Fremlins Trend is 5km south of Coyote Gold Mine. Fremlins mineralisation is within a dolerite spatially related to a north trending antiformal hinge zone. A north northeast trending paleochannel has been mapped along the Fremlins trend to Roadrunner (Roadrunner lies 500m north of the tenement boundary) with paleochannel hosted and in-situ bedrock quartz-hosted gold mineralisation has been identified. Several anomalous zones drilled along the 7.5km Fremlins trend are open along strike and at depth with holes ending in mineralisation greater than 0.1g/t Au at the end of the hole. No drilling below 100m, the depth of weathering, has occurred over the southern 5km of the 7.5km trend.

Work on other granted tenements and regional targets include the initial compilation of data, mapping, and geochemistry. The area requires additional detailed airborne aeromagnetics and radiometrics which will be flown as part of a larger regional survey. The work will then comprise Aircore drilling of newly generated targets. Follow-up drilling of existing and newly generated targets using RC and Diamond drilling is also planned with $1.25 million budgeted for exploration over the next two years assuming the minimum subscription is raised and $1.4 million if the maximum subscription is raised. In GeoLucid’s opinion this budget and work program is justified and recommended.

Exploration Budget

Hamelin Gold has proposed an exploration budget of $5.075 million assuming the minimum subscription is raised and $6.225 million assuming the maximum subscription is raised, to test the targets within the granted tenements, which represents the primary use of funds from the proposed capital raising. The Company’s exploration budget consists of $2.32 to $2.62 million in the first year and $2.755 to $3.605 million in the second year following the date of the Company’s admission to the Official List of the ASX. GeoLucid has reviewed the budget and work program and considers the gold targets justify additional work and considers the budget to be reasonable, appropriate and in line with the current exploration costs. It is, in the opinion of GeoLucid, considered likely that ongoing, targeted, and modern exploration activities would further extend known mineralisation and identify additional mineralisation. Subject to Hamelin Gold obtaining sufficient funding, it is GeoLucid’s recommendation that the proposed work programs be carried out.

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vii

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A summary of the exploration budgets of the Company’s projects is presented in Section 8.4.

Should the minimum subscription be raised under the Offer, GeoLucid considers that the Company will have sufficient working capital to carry out its stated objectives, maintain the tenements in good standing by meeting or exceeding tenement expenditure commitments and satisfy the requirements of the ASX Listing Rules.

The Company has prepared staged exploration programs and budgets, specific to the projects, which are consistent with the findings of this Report. GeoLucid considers that the identified targets have sufficient technical merit to justify the proposed programs, and associated expenditure. The proposed exploration budget exceeds the minimum statutory annual expenditure commitments for the tenements which is $1.008 million.

Conclusions

Hamelin Gold holds a large tenement holding in the Western Australian Tanami Region containing several prospects with large multi kilometre sized gold and arsenic anomalous geochemistry in drilling to bedrock. The ground holding is held 100% by Hamelin Resources Pty Ltd a wholly owned subsidiary of Hamelin Gold Ltd.

Exploration on the project tenements by previous explorers from the early 1990s to 2019 has shown similar styles of gold mineralisation to the known economic mineralisation in the district including the giant 14.2Moz Callie gold deposit in the Northern Territory Tanami Region, which is currently mined underground and the Coyote gold deposit historically mined underground approximately 6km northeast Hamelin’s tenement boundary.

Most of the exploration drilling has been in the form of very shallow RAB and vacuum drilling less than 10m deep which has not been an effective screening tool for bedrock mineralisation. It is the authors opinion that large areas of the project remain untested and that the area is vastly underexplored but highly prospective for high grade orogenic shoot/vein style gold deposits which have been mined by others during the last 120 years in the Granites Tanami Orogen within the Northern Territory and Western Australia.

There are no JORC Code Mineral Resource Estimates within the projects. At this time, it is uncertain if the proposed exploration programs would result in the delineation of JORC Code 2012 Mineral Resources.

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viii

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Executive Summary ............................................................................................................................ iii
Northern Projects – Afghan and Mojave ............................................................................................... v
Hutch’s Find Area ................................................................................................................................ vi
Camel Bandicoot Trend ....................................................................................................................... vi
Fremlins and Other Regional Targets ................................................................................................. vii
Exploration Budget ............................................................................................................................ vii
Conclusions ....................................................................................................................................... viii
Contents............................................................................................................................................... 1
1 Introduction ................................................................................................................................. 5
1.1 Compliance with VALMIN and JORC Codes ......................................................................... 5
1.2 Scope of Work and Context ................................................................................................ 5
1.3 Statement of Independence ............................................................................................... 5
1.4 Competent Persons Declaration and Qualifications ............................................................ 6
1.5 Reliance on other Experts .................................................................................................. 6
1.6 Sources of Information ...................................................................................................... 7
1.7 Site Inspection ................................................................................................................... 7
2 Projects Overview ...................................................................................................................... 10
2.1 Location Access and Topography ..................................................................................... 10
2.2 Climate ............................................................................................................................ 12
2.3 Tenure ............................................................................................................................. 12
2.4 Regional Geology ............................................................................................................. 13
2.5 Mineralisation Styles and Prospectivity............................................................................ 18
2.6 Local Geology and Exploration Summary ......................................................................... 26
3 Northern Projects Afghan and Mojave ........................................................................................ 28
3.1 Local Geology ................................................................................................................... 28
3.2 Previous Exploration ........................................................................................................ 31
3.3 Exploration Potential ........................................................................................................ 36
4 Hutch’s Find Area ....................................................................................................................... 37
4.1 Local Geology ................................................................................................................... 37
4.2 Previous Exploration ........................................................................................................ 39

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4.3 Exploration Potential ........................................................................................................ 43 5 Camel Bandicoot Trend ............................................................................................................... 44 5.1 Local Geology ................................................................................................................... 44 5.2 Previous Exploration ........................................................................................................ 45 5.3 Exploration Potential ........................................................................................................ 50 6 Fremlins and Ginger Trends E80/5771 ....................................................................................... 51 6.1 Local Geology ................................................................................................................... 51 6.2 Previous Exploration ........................................................................................................ 52 6.3 Exploration Potential ........................................................................................................ 56 7 Other Regional Targets ............................................................................................................... 56 8 Exploration Strategy ................................................................................................................... 57 8.1 Strategy ........................................................................................................................... 57 8.2 Project Objectives ............................................................................................................ 58 8.3 Risk and Opportunities .................................................................................................... 58 8.4 Proposed Budget and Exploration Plan ............................................................................ 60 9 References.................................................................................................................................. 63 9.1 Specific References from WAMEX ..................................................................................... 66 10 Definitions – From the VALMIN Code 2015 Edition .................................................................... 76 11 Glossary – From Valmin Code 2015 Edition .............................................................................. 78 Appendix 1 Drilling Summaries ..................................................................................................... 80 Appendix 2 JORC Table 1 ............................................................................................................. 120

Figures

Figure 1: Hamelin Gold West Tanami Tenement Package with five key prospects and geology ................ iii Figure 2: Project 1VD magnetics and all drillholes showing maximum depth. ............................................ iv Figure 3: Cross reference of Database for Hutch’s Find Drillhole HF003 ....................................................... 8 Figure 4: Northwest trending enveloping surface of low outcrops in project area ...................................... 9 Figure 5: Typical Regolith Profile for the West Tanami region ...................................................................... 9 Figure 6: Gold Deposits of Australia.............................................................................................................. 10 Figure 7: Location, Access and Tenure, West Tanami Project ..................................................................... 11 Figure 8: Regional Setting of the Granites Tanami Orogen (GTO) within the Northern Australian Craton 13

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Figure 9: Simplified geology of the Tanami ................................................................................................. 16 Figure 10: Simplified interpreted geology and tectonics showing seismic line 05GA-T2 in yellow. .......... 17 Figure 11: Profile X–X’: 2D joint (gravity and magnetic) forward model, 6s migrated section of seismic profile 05GA-T2. ............................................................................................................................................. 18 Figure 12: Gold Endowment of GTO deposits, Dead Bullock Soak Equivalent Stratigraphy and Tanami Event Granites .......................................................................................................................................................... 19 Figure 13: The DBS vacuum drilling anomaly and discovery section B-B’ through the Callie open pit deposit. ........................................................................................................................................................................ 21 Figure 14: Cross section of the multiple underground ore shoots at Callie. ............................................... 22 Figure 15: Mineralisation styles at Callie Gold Mine ..................................................................................... 23 Figure 16: Coyote Gold Deposit geology and conceptual exploration model. ............................................. 25 Figure 17: Geology and structural setting of Afghan and Yosemite/Mojave prospects ............................. 28 Figure 18: Afghan Trend drilling showing maximum gold in hole on magnetics 1VD................................ 29 Figure 19: Yosemite and Mojave Trend drilling showing maximum gold in hole on magnetics 1VD. ....... 30 Figure 20: Mojave Cross section ................................................................................................................... 31 Figure 21: Afghan Drilling Plan showing mineralised trend and section lines A-A’ and B-B’ ..................... 33 Figure 22: Afghan Section A-A’ ..................................................................................................................... 34 Figure 23: Afghan Section B-B’ ..................................................................................................................... 34 Figure 24: Mojave Drill plan showing exploration drill target on background of Reduced to Pole Magnetics ........................................................................................................................................................................ 37 Figure 25: Hutch’s Find regional area drilling showing maximum gold in hole on magnetics 1VD. .......... 38 Figure 26: Hutch’s Find prospect area drilling showing maximum gold in hole on magnetics 1VD. ......... 39 Figure 27: Hutch’s Find prospect area drilling showing high-grade gold and possible shoot orientations. ........................................................................................................................................................................ 41 Figure 28: Hutch’s Find - Newcrest and Tanami Gold drill results over interpreted geology and magnetics. ........................................................................................................................................................................ 42 Figure 29: Hutch’s Find Drilling Section Line 2 ............................................................................................. 42 Figure 30: Sunset Ridge prospect area drilling showing maximum gold in hole on magnetics 1VD......... 43 Figure 31: Camel Bandicoot trend drilling showing maximum gold in hole on magnetics 1VD. ............... 45

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Figure 32: Camel prospect drilling showing maximum gold in hole on magnetics 1VD. ........................... 46 Figure 33: Plan of Camel Prospect drilling with assay results and correlation of mafic/magnetic unit. ... 47 Figure 34: Quenda drilling showing maximum gold in hole on magnetics 1VD ......................................... 49 Figure 35: Bandicoot drilling showing maximum gold in hole on magnetics 1VD ..................................... 50 Figure 36: Fremlins prospect drilling showing maximum gold in hole on magnetics 1VD ........................ 52 Figure 37: Fremlins drilling showing maximum gold in hole. ..................................................................... 55 Figure 38: Regional exploration potential shown by maximum gold in hole and interpreted structure from 1VD magnetics ............................................................................................................................................... 57 Figure 39: Definition of Budget Areas ........................................................................................................... 62 Tables Table 1: Tenement Schedule as of 18[th] June 2021 ....................................................................................... 13 Table 2: Summary of stratigraphic units in the Granites Tanami Orogen .................................................. 15 Table 3: Summary of Drillholes by type over the West Tanami project ...................................................... 27 Table 4: Summary of Exploration Expenditure ............................................................................................. 60

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1 Introduction

1.1 Compliance with VALMIN and JORC Codes

In preparing this ITAR, GeoLucid has applied the guidelines and principles of the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets – 2015 VALMIN Code (VALMIN) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves – the 2012 JORC Code (JORC). Both industry codes are mandatory for all members of the Australasian Institute of Mining and Metallurgy (AusIMM) and the Australian Institute of Geoscientists (AIG). These codes are also requirements under Australian Securities and Investments Commission (ASIC) rules and guidelines and the listing rules of the Australian Securities Exchange (ASX).

This ITAR is a Public Report as described in the VALMIN Code (Clause 5) and the JORC Code (Clause 9). Whilst preparing the report GeoLucid also took note of rules and guidelines issued by ASIC including Regulatory guide 111 Content of expert reports (RG111) and ASIC Regulatory guide 112 Independence of Experts (RG112). It is based on, and fairly reflects, the information and supporting documentation provided by Hamelin Gold and its previous owners and associated Competent Persons as referenced in this ITAR and additional publicly available information.

1.2 Scope of Work and Context

GeoLucid’s primary obligation in preparing this ITAR is to independently describe mineral projects applying the guidelines of the JORC and VALMIN Codes. The codes require that the Report contains all the relevant information at the date of disclosure, which investors and their professional advisors would reasonably require in making a reasoned and balanced judgement regarding the projects.

GeoLucid has compiled the Report based on the principle of reviewing and interrogating both the documentation of Hamelin Gold and other previous exploration within the area. This Report is a summary of the work conducted, completed, and reported by the various explorers to 30 July 2021 based on information supplied to GeoLucid by Hamelin Gold and other information sourced in the public domain, to the extent required by the VALMIN and JORC Codes.

GeoLucid understands that its review and report will be included in the Prospectus, and as such, it is understood that GeoLucid’s review and report will be a public document. Accordingly, this report has been prepared in accordance with the requirements of the 2015 VALMIN Code.

1.3 Statement of Independence

Ms. Lynda Burnett of GeoLucid has not had any previous or current material interest in Hamelin Gold or the mineral properties in which Hamelin Gold has an interest. GeoLucid’s relationship with Hamelin Gold is solely

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one of professional association between client and independent consultant with GeoLucid being an independent consultancy.

Ms. Lynda Burnett is not intending to be a director, officer, or any other direct employee of Hamelin Gold. GeoLucid and the author of this report has no shareholding in Hamelin Gold. GeoLucid will be paid a fee for the preparation of this ITAR based on standard commercial rates. The fee for the preparation of this ITAR is approximately $40,000. The payment is not contingent upon the conclusions of the ITAR.

1.4 Competent Persons Declaration and Qualifications

This Report was prepared by Ms Lynda Burnett as the primary author. The Report and information that relates to geology, exploration and the assessment of planned exploration programs is based on information compiled by Ms Lynda Burnett, BSc (Hons), a Competent Person who is a member of the AusIMM. Ms Burnett is the Principal of GeoLucid, a geological consultancy with expertise in mineral exploration and management. Lynda Burnett is a geologist and mining company director with over 35 years of experience in the mining industry. Lynda has held full time executive roles with junior listed mining companies, and large multinational mining companies across a range of commodities. As a specialist in gold exploration, Lynda has held roles such as Director Exploration Australia for Newmont Asia Pacific and Manager Exploration Business Development for greenfields gold and copper projects in the Asia Pacific Region as part of a global group. Lynda has sufficient experience, which is relevant to the style of mineralisation, geology, and type of deposit under consideration and to the activity being undertaken, to qualify as a Competent Person under the 2012 JORC Code. Ms Burnett consents to the inclusion in the report of the matters based on her information in the form and context in which it appears.

References are made throughout the report to historical exploration programs and their results. Except for results reported in the past three years, the results have not been previously reported in accordance with the JORC code. These results should therefore be interpreted with a degree of caution; however, the author considers the results adequate for the purpose of indicating geological prospectivity. The Author has referenced the source of the historical exploration results throughout the report and in detail in Appendix 1 Exploration Drilling Results and Appendix 2 JORC Code Table 1.

1.5 Reliance on other Experts

This report contains references or statements made by other parties. These references have been sourced from

Technical papers or journals such as the Northern Territory and Western Australian Geological Survey Publications.
Various academic and technical papers in publicly available journals
ASX Releases by various Companies
Published and unpublished Annual Technical reports for the Tenements

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The authors of these reports have not consented to the use of their statements in this report. These statements are issued in accordance with ASIC Regulatory Guide 55 and ASIC Corporations (Consents to Statements) Instrument 2016/72.

1.6 Sources of Information

All information and conclusions within this Report are based on information Hamelin Gold has made available to GeoLucid to assist with this Report and other relevant publicly available data to 30 July 2021. Reference has been made to other sources of information, published and unpublished, including government reports and reports prepared by previous interested parties and joint venturers to the areas, where it has been considered necessary. GeoLucid has, as far as possible and making all reasonable enquiries, attempted to confirm the authenticity and completeness of the technical data used in the preparation of this Report and to ensure that it had access to all relevant technical information. GeoLucid has relied on the information contained within the reports, articles and databases provided by Hamelin Gold as detailed in the reference list. A draft of this Report was provided to Hamelin Gold for the purpose of identifying and addressing any factual errors or omissions prior to finalisation of the Report.

1.7 Site Inspection

A site visit to the West Tanami projects was conducted on 20th to the 23rd of July 2021 by Ms. Lynda Burnett and Mr. Peter Bewick of Encounter. Drill collar locations were checked via a hand-held GPS to validate the company database at Hutch’s Find. Attempts to drive to Mojave and Afghan were unsuccessful due to very high spinifex and other intense vegetation growth on the road due to recent unseasonal wet weather.

During the last 35 years Ms. Burnett has undertaken site visits to several mines and exploration sites with similar geological settings to the mineralisation delineated and under exploration at the West Tanami projects. Previous site visits have been conducted to many gold projects, including orogenic and intrusive hosted prospects, deposits, and mines in the Tanami, Paterson Orogen, and Yilgarn Craton of Western Australia.

During the site visit the following was observed or confirmed:

Hutch’s Find prospect, including drilling conducted by previous explorers
No evidence of any drilling other than recent drilling (2019-20) conducted by Newcrest was observed. Drilling by Newcrest has been rehabilitated with collars and drill spoils removed and covered and tracks graded to encourage new vegetation growth (Figure 3).
The observation from a number of outcrops visited was a northwest trending shallowly dipping to the southwest enveloping surface of metasediments (Figure 4).
Observations of quartz veining, oblique and parallel to the enveloping surface is consistent with descriptions of mineralisation described by previous explorers which is consistent with bedrock mineralisation styles described by other researchers and explorers.
As expected, the lack of significant outcrop due to the shallow regolith cover was confirmed, which is interpreted to be dominated by transported cover, including lateritic material and alluvial sands.

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A schematic regolith section is shown in Figure 5 showing a typical weathered profile similar to the Coyote mine, 6km northeast of the project boundary. The profile consists of 2-5 m of transported sands followed by 5 to 10m of paleochannel sands and ferruginous sediments. The in-situ profile beneath comprises leached saprolite to the base of complete oxidation at around 150m below surface (Kendall 2000). Kendall (2000) also describes the top of fresh rock occurring at around 210m below surface. Note the distribution of paleochannels within the West Tanami project is largely unknown.

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Figure 3: Cross reference of Database for Hutch’s Find Drillhole HF003

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Figure 4: Northwest trending enveloping surface of low outcrops in project area

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Figure 5: Typical Regolith Profile for the West Tanami region

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2 Projects Overview

The Mineral Assets in this review are wholly located in the Western Tanami immediately adjoining the Western Australian and Northern Territory Border. The area represents the western portion of the Granites Tanami Orogen and is considered prospective for gold with a history of gold exploration and discovery of economic deposits (Figure 6).

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Figure 6: Gold Deposits of Australia (Source : minexconsulting.com)

2.1 Location Access and Topography

The West Tanami project tenements are located about 240 kilometres south southeast of Halls Creek. The tenements abut the Northern Territory border but are wholly within Western Australia. Road access from Halls Creek is via the unsealed Tanami Highway, which traverses the central part of the project area (Figure 7). Various exploration tracks traverse the project area.

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Figure 7: Location, Access and Tenure, West Tanami Project (Source: Hamelin Gold Ltd)

The predominant vegetation type is desert shrubland, characterised by spinifex with low trees and shrubs of Acacia species, Grevillea species and Eucalyptus species, also abundant and widespread. Topography is subdued, consisting of flat to gently undulating sand plains, depositional plains, broad drainage depressions associated with paleochannels, rocky outcrops, rises and some hills and ridges (Wilford, 2000). There is a distinct lack of well-defined surface drainage channels, with paleo-alluvial valley sediments and channels covered by more recent sheetwash and colluvial material. Shallow overland flow is pronounced in the area, and a general southward flow of both surface waters and groundwater occurs across the area (Petts et al., 2005).

The extensive flatlands and low rises are dominated by Spinifex with Acacia thickets and scattered stands of Eucalyptus species. The scarps support little other than Spinifex and sparse Acacias. Occasional springs and ephemeral waterholes occur close to the ranges.

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2.2 Climate

The Tanami Region has an arid sub-tropical climate with distinct wet and dry seasons (Bureau of Meteorology 1984). Average annual rainfall is 357mm, with more than 70% of the rain falling between December and March. At Balgo Hills, mean maximum temperatures from October to February range from 37.3[0] to 38.7[0] C, with a mean minimum annual temperature of 12[0 ] C to 14[0 ] C from June to August (Bureau of Meteorology, Australia).

The months from December to March are generally considered to have heat wave conditions and the area is subject to intense summer lightning storms with the occasional cyclone or rain depression. Field work is generally avoided during these times.

2.3 Tenure

The land lies wholly within the Tjurabalan People Determined Area (FC No: WAD160/1997, Tribunal ID: WCD2001/001). The Kimberley Land Council (KLC) are the representative body for the Traditional Owners. All exploration activities conducted on the Exploration Licences are subject to provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.

The Mineral Assets are located in the West Tanami, part of the East Kimberley mineral field. The holdings comprise 2277km[2 ] and comprise eight granted tenements (Figure 7).

The tenements are held 100% by Hamelin Resources Pty Ltd a wholly owned subsidiary of Encounter Resources Ltd. Table 1 shows the tenement schedule details as of the 9[th] of September 2021. The tenements have been validated using the Mineral Titles online database from the Western Australian Department of Minerals Industry and Regulation and Safety (DMIRS).

GeoLucid has made all reasonable enquiries and to the best of its knowledge, the tenements remain in good standing and all statutory filing reports and documentation information including any renewals have been submitted to DMIRS. The author is not an expert in the Mining Act of Western Australia, and no guarantee, be it expressed or implied is made by GeoLucid with respect to the completeness or accuracy of the legal aspects surrounding the tenements security.

In relation to the tenement standing within Western Australia, GeoLucid has relied on the information publicly available on the Department of Industry and Resources (DMIRS). On this basis, GeoLucid has confirmed the tenements are located in Western Australia government records and understands that the tenements are in good standing and has confirmed such with Hamelin Gold. Regarding the legal standing of the tenements that constitute the projects, GeoLucid directs the reader to the Solicitor’s Report on Western Australian Tenements included in the Prospectus to which this Report is appended.

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Table 1: Tenement Schedule as of 9[th] September 2021

Tenement	Area km2	Status	Grant Date	Expiry Date	Holder	Rent ($)	Minimum Expenditure ($)
E 80/5132	381.2	Granted	30/08/2018	29/08/2023	HAMELIN RESOURCES PTY LTD	30916	177000
E 80/5137	532.8	Granted	30/08/2018	29/08/2023	HAMELIN RESOURCES PTY LTD	43230	247500
E 80/5145	471.3	Granted	30/08/2018	29/08/2023	HAMELIN RESOURCES PTY LTD	38252	219000
E 80/5146	277.4	Granted	30/08/2018	29/08/2023	HAMELIN RESOURCES PTY LTD	22532	129000
E 80/5147	274.7	Granted	30/08/2018	29/08/2023	HAMELIN RESOURCES PTY LTD	22270	127500
E 80/5186	70.96	Granted	4/02/2019	3/02/2024	HAMELIN RESOURCES PTY LTD	5764	22000
E 80/5323	100.3	Granted	29/07/2019	28/07/2024	HAMELIN RESOURCES PTY LTD	8122	31000
E 80/5571	167.9	Granted	9/09/2021	8/09/2026	HAMELIN RESOURCES PTY LTD	8030	55000

2.4 Regional Geology

The Granites-Tanami Orogen (GTO) lies between the Halls Creek Orogen to the northwest and the Arunta orogen to the South. The belt straddles the Northern Territory and Western Australian border.

The Tanami Mesoarchean to Paleoproterozoic geology represents a sedimentary basin and associated granitic intrusions which formed as part of the basin formation and deformation. The basin is interpreted as sedimentary deposition in a continental passive margin back-arc setting that was influenced by tectonic events in the adjacent Halls Creek Orogen to the northwest and Arunta Region to the south (Ahmad et al., 2013). The GTO lies north of the Willowra Lineament and forms part of the North Australian Craton (Figure 8).

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Figure 8 : Regional Setting of the Granites Tanami Orogen (GTO) within the Northern Australian Craton Source: (after Pirajno and Bagas et. al 2008)

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Bagas describes the geology in Bagas, (2009) and Bagas, (2010) as follows. Small inliers of Archean basement are recognized in the Billabong complex in the southeast Tanami and the Browns Range Metamorphics, dated around 2.5Ga.

The Paleoproterozoic Tanami Group overly the Archean rocks and form a package of siliciclastic metasedimentary rocks with minor volcanics and chemical sediments. Simplistically, the group can be divided into a basal Dead Bullock Soak Formation dated at 1875-1865Ma and the overlying Killi Killi Formation dated at 1865-1835Ma. Extensive work over decades by many researchers, companies and the WA and NT Geological Surveys, have determined that the Stubbins Formation and the Mt Charles beds are also time equivalents of the Dead Bullock Soak Formation (Maidment et al., 2020) and formed in a back-arc environment.

The Dead Bullock Soak and time equivalent rocks represent various low energy below storm base marine environment sediments such as laminated and fine-grained siliciclastic and chemical sediments. In contrast, the Killi Killi Formation which can be up to 4km thick is considered to have been deposited as part of a large turbidite system with a high proportion of sandy units with a dominantly granitic source. Table 2 shows the summary of stratigraphic units throughout the GTO.

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Table 2: Summary of stratigraphic units in the Granites Tanami Orogen

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(Source: Maidment et al., 2020 GSWA report 196)

In the Hamelin Gold tenement areas, the 2-3km thick Stubbins Formation consists of sandstone, shale, pillow basalt and minor rhyolite and chert. It is intruded by numerous stratiform dolerite sills. The contact between the Stubbins Formation and the Killi Killi is considered conformable and transitional (Li et al., 2013).

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Granitic rocks intrude the sequence and may represent around 30% of the near surface geology of the project area, based on magnetic interpretation. The rocks are divided into several magnetic and non-magnetic suites and are broadly co-eval but have varying magnetic characteristics, composition, and age. The granites on the Western Australian side of the Tanami are considered to be comparable to those elsewhere in the orogen and are interpreted from their chemistry to be derived from crustal sources.

Figure 9 shows a simplified geology of the GTO (Bagas et al., 2009).

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Figure 9: Simplified geology of the Tanami (Source: Bagas et al., 2009)

Paleoproterozoic and Phanerozoic cover sequences unconformably lie over the Granites Tanami Orogen, particularly in the western Tanami.

Deformation studies have spanned decades resulting in various terminologies for deformation events. The deformation events are taken from the Northern Territory Geological Survey Structural scheme. An early Archean event metamorphosed the Neoarchean Billabong complex predating deposition of the Tanami group. The Tanami group rocks were deformed during high temperature low pressure greenschist to middle amphibolite facies metamorphism around 1830 Ma. Known as the Tanami event, the deformation resulted in asymmetric disharmonic folds with axial planar slatey cleavage. The trend of the fold hinges was northwestsoutheast and east-west.

Between 1815 and 1800 Ma the Stafford event (also known as the Tanami Orogeny), created refolding of earlier folds and local contact metamorphism relating to granite intrusion. The folding is typically asymmetrical angular and tight with a wavelength of less than a kilometre, locally overturned, plunging to the east and trending east to southeast (Bagas and Huston, 2005). The granitic suites are dated between 1820 and 1795. The deformation and magmatism are inferred to have formed as a response to north to

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northeast compression during the amalgamation of the GTO with the Arunta Orogen to the south (Bagas et al., 2010).

Three dimensional modelling of the Western Tanami and the Trans-Tanami fault has been modelled by Stevenson (2013) using seismic surveys, airborne geophysical methods such as magnetics and gravity. Figure 10 from Stevenson (2013), shows a simplified interpreted geology and tectonic map of the Western Australian GTO. Stevenson’s conclusions were that the vertical displacement across the fault is negligible indicating a predominant lateral displacement. Further, the Trans-Tanami Fault is not a terrane bounding structure but is a younger structure which has re-activated early basin inversion structures as shown in the interpretation of seismic line 05GA-T2 (Figure 11). Lateral displacement along a portion of this structure has exploited a pre-existing plane of a north-dipping thrust fault.

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Figure 10: Simplified interpreted geology and tectonics showing seismic line 05GA-T2 in yellow. Hamelin Gold tenements in white.

(Source : Modified from Stevenson, 2013)

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Figure 11: Profile X – X ’ : 2D joint (gravity and magnetic) forward model, 6s migrated section of seismic profile 05GA-T2. D=modelled densities (g cm_3); S=modelled magnetic susceptibility in SI units (Source: Stevenson, 2013)

2.5 Mineralisation Styles and Prospectivity

Gold mineralisation is commonly hosted in the axial planar zones of Tanami event folds where the folds intersect southeast-trending faults and along lithological boundaries, typically dolerite and sediment. Many of the deposits are hosted in iron-rich sediments or dolerites, cherts, and carbonaceous units. Some deposits such as Coyote are hosted in Killi Killi Formation sediments. Dating of the Callie Deposit gold mineralisation (Petrella, 2019) indicates an 1805 Ma age, confirming synchronicity with the Tanami orogeny and granitoid intrusions.

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Most deposits are considered to have formed between 1805 and 1795 Ma (Cross et al., 2005, Fraser et al., 2012, Li, 2014 and Petrella, 2019).

In summary, interpretation of geological, geochemical and structural data indicates that gold deposition in the GTO was structurally controlled, influenced by fluid-rock interactions in chemically reactive rocks, or controlled by fluctuations in fluid pressures due to the structural setting. The interaction of these three factors is probably the direct cause of the variety in the style of gold deposits in the region. The larger deposits appear to be located where multiple factors that control gold mineralisation coincide (Huston et al., 2007), with many of these deposits temporally linked to the emplacement of ca. 1800 Ma granites (Huston et al., 2007).

Figure 12 shows the regional geology as a cartoon, highlighting the prospective lower Dead Bullock Soak stratigraphy and correlatives in green and the granitic intrusions in pink. Major deposits are shown with endowment cross referenced from Schmeider et al.,(2018) or referenced in the text below. Hamelin Gold’s tenement package is outlined in black with prospect locations shown.

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Figure 12: Gold Endowment of GTO deposits, Dead Bullock Soak Equivalent Stratigraphy and Tanami Event Granites (Source of gold endowment data; Schmeider et al., 2018, Doe 2019, Tanami Gold ASX March 31, 2010, Northern Star ASX 22 March 2017, Hutchison and Manouge, 1996, ABM ASX June 2012, Wygralak 2005)

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At the plus 14Moz Callie gold deposit, alteration around the mineralised structural corridors is described either as sulphidation where the corridor intersects iron rich geology or decarbonation where the corridor intersects carbonaceous geological units, indicating strong host rock buffering of the mineralising fluid (Petrella et al., 2019).

Brief descriptions of GTO deposits including discovery history are made below, commencing with the original Granites mine discovery by Davidson a government surveyor in 1901.

The Granites 1.3 Moz Au (Wygralak 2005)

The Granites mine was worked originally from 1910 to 1940. Modern mining commenced in 1986 by North Flinders Mines (NFM) with total production to date of 1.1Moz with remaining resources of 229,000oz. The deposits are hosted in the Mt Charles beds. The host unit is a deformed mixed silicate and sulphide dominated banded iron formation. The host unit consists of a laminated to banded hornblende cummingtonite schist, interbedded with hornblende garnet schist. Sulphides of up to 15% can be present within the host unit. Like other deposits in the district, mineralisation appears controlled by host geochemistry and imposed structural control. Mayer (1990) described stratabound mineralisation associated with the host banded chertferromagnesian schist which is laterally extensive but low grade. A second high-grade mineralisation type is associated with narrow stratabound or transgressive quartz veins. These high-grade deposits were mined by the “old timers” between 1901 and 1940.

Callie >14moz Au (Schmeider et al., 2018)

NFM was drawn to the Dead Bullock Soak (DBS) area in 1988, recognising similar geology to The Granites mines and by mapping/rock-chip sampling of resistant iron-rich siltstones, cherts, and banded iron formation (BIFs) on topographic highs. Following the discovery of the outcropping DBS pits, regional vacuum drilling with several sample types per hole and coupled with regolith interpretation, resulted in the delineation of a narrow 50ppb Au vacuum bedrock anomaly west of the first DBS area open pits of Villa, DBR, Triumph and Colliwobble Figure 13, (Schmeider et al 2018).

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Figure 13: The DBS vacuum drilling anomaly and discovery section B-B’ through the Callie open pit deposit. (Source: Schmeider et al., 2018)

The Callie Gold Deposit was discovered when the vacuum drilling anomaly was drilled in 1991 and open-cut mining commenced in 1995 (Ireland, 1995). Arsenic anomalism was more extensive than the gold anomaly which was thought at the time to represent gold poor arsenopyrite bearing horizons within the stratigraphic sequence.

In the mid to late 2000s and in the last five or so years, the recognition and delineation of multiple plunging ore shoots from underground (Pendergast, 2011) has resulted in an endowment of more than 14.2 Moz (Schmeider et al., 2018). Figure 14 shows a section through the Callie system showing multiple structurally controlled ore shoots. A decline was driven from the open cut, and the deposit is currently being mined by underground methods by Newmont Mining Corporation at the rate of 500,000oz gold per annum.

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Figure 14: Cross section of the multiple underground ore shoots at Callie. (Source: Schmeider et al., 2018)

At Callie, Petrella (2019) describes two co-eval styles of mineralised veins.

1) Low grade (2g/t Au) strata bound style consisting of bedding parallel sulphides such as pyrite arsenopyrite and pyrrhotite, replacing iron-rich minerals in iron-rich siltstone. Gold is typically hosted in arsenopyrite microfractures.
2) High-grade (>6g/t Au) vein hosted style consisting of visible gold in quartz veins in finely laminated siltstones.

Figure 15 from Petrella (2017), shows the schematic inter-relationship between veins and rock type at the Callie Mine, with the nature of the host rock believed to be a dominant control on the efficiency of the gold deposition.

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Figure 15: Mineralisation styles at Callie Gold Mine (Source: Petrella 2017, Poster from CET open day 2017)

Oberon 0.53 Moz Au (Doe, 2019)

The Oberon deposit lies 28km north of the Callie deposits and was discovered in 1994 following up a single point vacuum drilling geochemical anomaly from the same vacuum drilling program that defined the Callie geochemical anomaly (Gibbons and Webb, 1997).

Like Callie, gold mineralisation at Oberon is predominantly concentrated within the axial zone of a pre-existing anticline within stratigraphy immediately below the Killi Killi Formation (Doe, 2019). Two dolerite intrusions “Nemesis Dolerite” and the Hera and Echo Dacites, cut the stratigraphy. The bulk of the mineralisation occurs within the Europa Beds (massive to bedded fine grained locally carbonate bearing sandstone and siltstone) and the Leto Beds (a fining upward package of lithic wackes, fine sandstone and siltstone) with minor mineralisation occurring in the Nemesis Dolerite and the Eos Beds. The more felsic-derived Eos Beds, Selene/Danae Beds, and Killi Killi Formation contain little to no mineralisation.

Mineralisation is hosted in two main mineralised structures (the North and South Lodes) and a zone of mineralisation occurs within the enriched overlying colluvium. Mineralisation styles include free coarse native gold in quartz veins and gold in close association with arsenopyrite as free Au in arsenopyrite-bearing veins or on cracks and grain boundaries in arsenopyrite. The deposit is located underneath a large paleochannel and drainage system which has presented issues with drilling the deposit and has complex hydrology. To date the deposit is unmined.

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Tanami Mine and Mine Corridor >2.1Moz (Schmeider et al., 2018)

The Tanami mine produced 900,000 ounces of gold (Wygralak et al., 2005 ) before the discovery of Groundrush 50km to the northeast. The Central Tanami plant operated from 1987 until 1994 and then from late 1995 until 2001. The Tanami Mine deposits are located within folded magnetic stratigraphy consisting of basalt siltstone and shale of the Mount Charles Beds on the western margin of the Frankenia Dome, a Tanami event granitoid intrusion. Mineralisation is hosted within quartz lode and breccias within steeply dipping faults with felsic wall rock alteration constrained to within 1-2m of the structure. (Henderson et al., 1995). Early chlorite and calcite alteration is overprinted by vein hosted illite quartz and pyrite. Pervasive carbonate alteration overprints the earlier illite-quartz-pyrite event. Combined with other satellite deposits in the district the plant produced over 2 Moz Au up to 2001 (Schmeider et al., 2018). Tanami Gold ASX January 2013 quote resources of 1.6Moz remaining at the Tanami Mine Corridor.

Groundrush 1.6 Moz Au (Schmeider et al., 2018)

The Groundrush, Bald Hill and Old Pirate deposits are all interpreted to be at the top of the Stubbins/Mt Charles/Dead Bullock Formations just below the conformable and transitional contact with the Killi Killi Formation. This is also the setting for several of the Hamelin Gold Prospects.

The Groundrush deposit was discovered by Newmont in 1999 and was mined from 2001 to 2005 and processed through the Central Tanami processing plant. The deposit is hosted predominately in dolerite with mineralisation hosted in stacked vein sets and subvertical quartz filled shear zones. Groundrush is located on the western limb of a regional anticlinal thrust stack plunging at a low angle to the southeast. Approximately 600,000oz gold was mined by Newmont before the deposit and processing plant was sold. Northern Star Ltd and Tanami Gold now co-own the deposit and plant and have quoted endowment of just over 1Moz of resources (ASX Tanami Gold 7 Jan 2013).

Twin Bonanza/Old Pirate

The Twin Bonanza deposits include the Buccaneer Porphyry gold deposit with 2.67 Moz contained gold (at a 0.2g/t Au cutoff) at 0.65 g/t Au. (ABM Resources ( ABM ) ASX Ann. 20 June 2012). Mineralisation is hosted in a porphyritic syeno-granite in quartz veins and fractures associated with pyrite and arsenopyrite. The deposit is the only intrusive hosted deposit in the GTO. The deposit was discovered by NFM in 1992 by reconnaissance mapping, regional lag sampling and vacuum drilling with the Twin Bonanza and Old Pirate areas showing strong gold and arsenic anomalism. The area is now held by Prodigy Gold Ltd who have re-estimated the resource at 585,000oz at 1.8g/t Au using a 1g/t Au cutoff (Prodigy Gold ASX Ann. 5 May 2021).

Old Pirate is a high-grade quartz vein hosted deposit with nuggety coarse gold located in the limbs and antiformal fold closures between steeply dipping faults. The geology is Killi Killi sandstone and shale turbidites, with the quartz veins focused within the shale horizons (Holden et al., 2013). ABM produced 47,730oz Au in 2015 and 2016 with a reported 114,000oz remaining, (Prodigy Gold ASX Ann. 5 May 2021)

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Coyote 0.3Moz Au, Bald Hill 0.2Moz (Tanami Gold Annual Report 2014). Total Endowment 0.7Moz Au

Coyote, Kookaburra, and Sandpiper (Bald Hill) are the only mined gold deposits in the Western Australian Tanami Region. However, there are other significant resources and prospects in the area. Coyote is the largest gold deposit in the western Tanami region. The Coyote deposit was discovered by Acacia Resources Ltd in 1999 following around 5 years of regional exploration in the district. The deposit was discovered using posthole RAB drilling following up a 12ppb gold anomaly with a strong arsenic anomaly up to 800ppm. During this period, several prospects such as Fremlins, Rabies and Ginger were also discovered by Acacia.

The Coyote open cut mine operated intermittently from 2006 to 2009 and then continuously until 2013, for production of 217, 672oz Au (S and P Global database). The Coyote deposit comprises multiple ore lenses, localised along the limbs of an anticline within Killi Killi Formation turbidites. The largest lens is associated with the Gonzales Fault (Figure 16). Most of the production from Coyote has been from underground with additional open pit production from Sandpiper and Kookaburra.

(Kendall, 2000) describes the surface geological environment at Coyote. Much of the area is covered by aeolian sand with little outcrop. Several distinct paleochannels (which may be mineralised locally) up to at least 40m deep, cover part of the tenements. These channels are easily identifiable on the detailed aeromagnetics as areas of high frequency noise. Coyote is under the edge of one of these paleochannels and is beneath at 5- 35m of transported aeolian sands and gravels. There is no subcrop or outcrop within 5km of Coyote.

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Figure 16: Coyote Gold Deposit geology and conceptual exploration model. (Source: Tanami Gold Presentation RIU Conference February 2012)

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The Bald Hill group of deposits 30km to the north of Coyote are hosted in a sequence of turbiditic sediments and mafic volcanic rocks with the Kookaburra deposit described as a saddle reef within a syncline, and Sandpiper as a localised deposit within graphitic metasedimentary rocks along the limb of an anticline.

The Bald Hill deposits include Kookaburra, Sandpiper, Lyrebird, Cuckoo, Hawk and Osprey. The deposits were discovered in the mid-1990s by the Glengarry/Tanami JV by auger sampling to bedrock and follow-up based on a 5ppb Au threshold. Tanami Gold Mineral Resources Statement as of April 2014 quotes a current resource for the Western Tanami group including Coyote and Bald Hill Deposits of 523,000oz Au, bringing a total known endowment of the group to 740,000oz Au. No new resources have been published since Northern Star acquired the property.

Targeting

The deposits described above have some important common characteristics that have informed past exploration programs and should inform exploration programs into the future.

Deposits are structurally controlled and related to antiformal closures and through going regional features, such as the west-northwest trending Trans-Tanami fault system.
Bedrock geochemical anomalies are mostly associated with gold and arsenic, with arsenic commonly showing a larger anomaly than gold. The size of the arsenic anomaly may indicate the size of the system in terms of fluid flow through the rocks and by inference, increased prospectivity.
Iron rich sedimentary and mafic rocks are common hosts to gold deposits in the Tanami.
Carbonaceous fine siltstones are prospective hosts where decarbonation is evident as alteration (this is difficult to observe in regional exploration where logging weathered rock chips).
Where high-grade gold intersections have been obtained, it is important to fully understand and model the mineralisation in three dimensions as the footprints of GTO gold deposits form high-grade but small diameter shoots and need detailed drilling to define as shown in Callie drill sections (Figure 12).

2.6 Local Geology and Exploration Summary

The geology of the West Tanami tenement package contains all elements discussed in the regional geology summary. The tenements lie between the main Trans Tanami fault and a secondary but through going fault of Trans Tanami style. This is an identical setting to the Callie Gold Deposit 100km to the southeast. The sedimentary package is interpreted to be Stubbins Formation which is a time equivalent unit to the Dead Bullock Soak and Mt Charles Formation (Table 2).

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Table 3 is a summary of drilling over the tenements including shallow vacuum drilling and posthole RAB drilling which has been used in this context as essentially a single point sample of bedrock beneath variable but shallow post mineral cover. The shallow Posthole RAB and Vacuum drilling (total of 16051 holes) has been invaluable in discovering several of the Tanami gold deposits but should not be regarded as an indicative test of mineralisation potential, in any area, particularly when the drill sample has not reached recognisable bedrock. There are also areas where drilling has not reached fresh bedrock due to thick transported cover. Drilling results are summarised in Appendix 1. The Appendix includes results of the 610 drillholes recorded in the database that have maximum gold assay results greater than 0.1g/t Au (or 100ppb Au).

Table 3: Summary of Drillholes by type over the West Tanami project

Hole Type	Number of holes	Average Depth (m)	Total Metres
Vacuum	10153	5.2	52964
Posthole RAB	5898	10	58628
RAB	2460	51.65	127062
Aircore	329	37	12228
RC	268	100	26854
Diamond	9	191	1724

Note. The assay results in Appendix 1 do not include shallow Posthole RAB and Vacuum drilling under 10m deep or holes with less than 0.1 g/t Au maximum in hole.

Exploration commencing in the 1990s up to the early 2000s was conducted by Perilya Mines NL, Acacia/AngloGold Ashanti (AngloGold), Tanami Gold/Tanami Exploration and Glengarry Resources. From the early 2000s to 2010, the ground was held and explored by AngloGold and Tanami Gold/Tanami Exploration. During 2000 to 2004, Barrick Gold joint ventured into the Tanami Gold ground, with the ground returning to Tanami Exploration after 2004. Since 2010, Tanami Exploration conducted exploration drilling on the tenement holdings until around 2015 when much of the ground was relinquished. Hamelin Resources Pty Ltd applied for the ground commencing in 2018. In late 2019 during Newcrest’s joint venture with Encounter Resources, 29 RC holes were drilled at the Afghan, Mojave and Hutch’s Find prospects for 8194m.

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3 Northern Projects Afghan and Mojave

3.1 Local Geology

The Afghan and Mojave projects are located within northern project tenements (Figure 17).

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Figure 17: Geology and structural setting of Afghan and Yosemite/Mojave prospects

The main Trans-Tanami fault separates the two prospects. Both prospects have interpreted geology consisting of Stubbins Formation dolerite sills within a sedimentary package which shows tight isoclinal folding and or thrusting followed by refolding to form complex fold interference geometry.

Afghan

Historic logging and high-resolution magnetic imagery (Reduced To Pole 1[st] Vertical Derivative) characterise an interpreted fold-thrust regime at the Afghan Prospect. Previously intersected shallow mineralisation is interpreted to be associated with a deformed east-west trending dolerite sill within interpreted Stubbins Formation sediments (McGregor and Murphy 2020a). The stratigraphy is sandwiched between granites to the north and south. The Afghan trend is over 4km long and has numerous open intercepts along its extent (Figure 18).

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Figure 18: Afghan Trend drilling showing maximum gold in hole on magnetics 1VD.

Mojave (and Yosemite)

Geology consists of folded dolerite sills and sediments of the upper Stubbins formation close to the contact of Killi Killi Formation. The Mojave and Yosemite prospects consist of a 7km anomalous corridor with co-incident As >100ppm) with two zones of gold anomalism (>0.1 ppm Au), namely Yosemite in the west and Mojave to the east (Figure 19).

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Figure 19: Yosemite and Mojave Trend drilling showing maximum gold in hole on magnetics 1VD.

Mineralisation is interpreted to be controlled by the dolerite sill geometry and the hinge of an interpreted fold. Cross section interpretation suggests a southerly dip to the mineralisation (Figure 20).

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Figure 20: Mojave Cross section (Source: Encounter Resources)

3.2 Previous Exploration

Afghan

In late 1990 and early 1991 Perilya Mines NL (Perilya) conducted auger sampling on a 1.6km triangular grid and conducted follow-up auger and ground magnetics. The company defined an anomaly >3ppb Au with an area of 7km by 2km. Wide spaced RAB drilling returned a best result of 1m at 1.75g/t Au and several intercepts greater than 5m at greater than 0.1g/t Au (WAMEX A35150).

The results were confirmed by RC drilling in 1992 consisting of 27 RC holes for 1412m on 8 broad spaced sections at depths of 30-113m. The best result was BRC024 from 41-44m with 3m at 5.2g/t Au (WAMEX A37764) with mineralisation associated with quartz veins and fractures within weathered dolerite.

BRC016: 30m at 0.3g/t Au from 10m
BRC024: 3m at 5.2g/t Au from 41m and 3m at 0.42g/t Au from 54m
• BRC026: 11m at 1.3g/t Au from 17m
BRC027: 25m at 0.60g/t from 0m

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Between 1994 and 1996, Glengarry Resources NL (Glengarry) on behalf of the Tanami Joint venture with Tanami Gold, conducted further vacuum and RAB drilling returning several significant gold intersections over the extent of the anomaly. Results such as ACR13 with 25m at 0.83g/t Au from 40m including 10m at 1.3g/t from 44m and ACR14 with 20m at 0.76g/t Au from 40m including 2m at 2.6 g/t Au, were returned from Afghan West at the western end of the 7km anomaly, along with several holes returning broad low-grade gold intercepts greater than 0.1g/t into fresh bedrock and ending in anomalous gold assays.

Further drilling was conducted by the Tanami Joint Venture from 2008 to 2010. The most significant result was TRB0513 16m at 0.59g/t Au from 33m.

The shallow mineralisation is interpreted to be associated with a deformed dolerite sill intercalated with Stubbins Formation sediments. The sill has an associated >2 km x 0.1 km area at greater than 0.1 g/t Au RAB and RC geochemical anomaly surrounded by a broader continuous >20ppb Au vacuum drilling anomaly.

In late 2019 Newcrest in joint venture with Encounter, drilled 8 RC drillholes for 2292m (Figure 21), with results as follows:

AFG002: 10m at 1.6g/t Au incl 6m at 2.5g/t Au from 4m , 4m at 0.26g/t Au from 66m, 18m at 0.26g/t Au from 190m
AFG004: 4m at 0.21g/t Au from 112m
AFG005: 2m at 2.0g/t Au from 40m, 2m at 3.5g/t Au from 136m
AFG006: 4m at 0.19g/t Au from 172m
AFG007: 2m at 1.0g/t Au from 30m
AFG008: 10m at 0.42g/t Au from 116m including 2m at 1.32 g/t Au.

Strongly anomalous Mo up to 647 g/t and associated Pb to 0.47% in AFG008 from 164-166m was also detected at the contact between dolerite and sediments.

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Figure 21: Afghan Drilling Plan showing mineralised trend and section lines A-A’ and B-B’ (Source: Encounter Resources)

Whilst much of the shallow mineralisation in the western part of the Afghan prospect is supergene enriched, in the eastern part of the prospect (Figure 22), deeper intercepts such as AFG008 and TRB0513 show broader low-grade fresh rock intercepts which coincide with an interpreted faulted fold axial plane (Figure 23).

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Figure 22: Afghan Section A-A’ (Source: Encounter Resources)

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Figure 23: Afghan Section B-B’ (Source: Encounter Resources)

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Mojave and Yosemite

At Yosemite the mineralisation footprint was initially defined by Acacia in the mid to late 1990s by near surface drilling and lag sampling with gold anomalism defined by >0.1g/t Au samples over a 3km by 1km area with associated As anomalism up to 650ppm (WAMEX 51494).

Tanami Exploration defined further significant anomalism using lag sampling, posthole RAB drilling and RAB drilling to drill refusal during the mid to late 1990s to 2000.

RAB and RC Drill testing by Acacia/AngloGold and Tanami Exploration between the late 1990s and 2012 consisted of ten 150m deep RC holes and some 45,000 metres of RAB drilling with an average depth of 33m extending the Yosemite trend to 7km long. Several RAB drill holes up to 120m deep showed very deep weathering and a coincidence of quartz veining with arsenopyrite and pyrite which was also correlated with a west-southwest trending gravity ridge.

RAB drilling conducted in 2006 to the east of Yosemite discovered the Mojave prospect which has a strike length of 1km, defined by greater than 0.1g/t Au in shallow drilling with a best result from TRB0553 of 18m at 0.69g/t Au from 36m.

Several thin zones of greater than 0.5g/t Au were also returned.

In 2012, ten RC holes were drilled on an approximate 100m x 200m pattern grid on three sections for a total of 1,506m. Significant results from the drilling included:

MVRC004: 31m at 0.22g/t Au from 84m
MVRC005: 35m at 0.24g/t Au from 46m
MVRC007: 25m at 0.16g/t Au from 113m
MVRC002: 14m at 0.15g/t Au from 22m

The drilled geology indicated a south dipping zone at the dolerite/sediment contact which was correlated across all three sections drilled (WAMEX 104410).

No further drilling was conducted until Newcrest’s joint venture with Encounter in 2019.

In 2019, following completion of a 100m spaced aeromagnetic survey, Newcrest drilled three RC holes designed to overlap each other on one section and returned broad zones of bedrock gold mineralisation in drill holes MOJ002 and MOJ004.

RC drilling at Mojave targeted the down dip and down plunge extent of an interpreted antiformal fold, targeting a Callie-style mineralised system across a 600m strike extent of anomalous gold intercepts. The gold mineralisation is focused on an interpreted fold hinge at the transition between the Stubbins Formation dolerite and Killi Killi formation and is open in all directions (Encounter ASX 23 January 2020). The

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hinge zone of the folded dolerite unit at Mojave is untested to the south-east where it is interpreted to intersect a regional scale east-northeast trending cross cutting fault.

Drilling Results included:

MOJ002: 4m at 0.70g/t Au from 20m
4m at 0.28g/t Au from 124m 6m at 0.53g/t Au from 174m 4m at 0.38g/t Au from 196m 10m at 0.34g/t Au from 210m
MOJ004: 16m at 0.27g/t Au from 36m 4m at 0.25g/t Au from 56m 6m at 0.47g/t Au from 66m 8m at 0.30g/t Au from 76m 10m at 0.69g/t Au from 228m 10m at 0.38g/t Au from 256m

Drilling intersected weakly foliated metasediments and intercalated pyritic shales with rare quartz stringer veins (McGregor and Murphy 2020a). All Drill hole results greater than 0.1g/t Au are located in Appendix 1.

3.3 Exploration Potential

Afghan

Potential exists to define broad shallow low-grade mineralisation as already shown in the wide spaced drilling to date. At present only 55 holes over 7km have penetrated below 75m with strongly anomalous gold greater than 0.1g/t Au providing a large anomalous footprint over an area 7km by 1km.

Further, structural control and understanding using diamond drilling or further downhole televiewer information would assist in the creation of three dimensional geology models and mineralised higher grade structures to be explored by drilling down dip and plunge.

Mojave

The down plunge structural extension of the mineralised fold hinge where it intersects a regional fault (Figure 24), is considered by Encounter (ASX 23 January 2020) to be a high priority position for further drill testing. Given the well documented importance of following and locating the fold axial planar zones as they intersect other key structures, it is recommended that some diamond drilling or further downhole televiewer information be conducted to define this position accurately.

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plan has three targets including Mojave, Bandicoot and Quenda approved for the co-funding of three diamond drill holes to 500m. The funding is for up to $150,000 of drilling on a 50% co-funded basis (i.e., the program requires the company to also fund up to $150,000 of drilling).

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Figure 24: Mojave Drill plan showing exploration drill target on background of Reduced to Pole Magnetics (Source: Encounter Resources)

4 Hutch’s Find Area

4.1 Local Geology

The project area is dominated by folded magnetic stratigraphy which typically defines the Stubbins Formation (Stevenson, 2013) (Figure 25). The area has a stripped laterite profile, with areas of subcrop and a variable veneer of lag gravels.

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Figure 25: Hutch’s Find regional area drilling showing maximum gold in hole on magnetics 1VD.

Hutch’s Find

The Hutch’s Find Prospect is located 22km southwest of the Coyote Gold Deposit and 12km south of the Tanami Track on a slight topographic rise, on the northern edge of a magnetic high interpreted to be a relatively thick mafic unit. The geology consists of interbedded sandstone and siltstone with minor mudstone. The sedimentary sequence is intruded by thin mafic units that are probably sub-parallel to bedding. The mafic units form prominent and discrete magnetic anomalies. The metamorphic grade is around midgreenschist facies.

The package has been folded and faulted during the regionally recognised deformation events. Most of the folds have an axial trace trending east to west and northwest to southeast. Overprinting these folds are more open folds which refold the earlier folds and have north south axial traces.

Several faults that were pre or syn folding and run sub-parallel to the stratigraphy are interpreted to be thrusts. Other faults in the area also have a similar orientation to the Trans-Tanami fault.

There are several mineralised zones at Hutch’s Find including Hutch’s East and Hutch’s. From the aeromagnetics and drill intercepts, there appears to be several mineralised trends that typically trend

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northwest to southeast. All the mineralisation appears to be associated with the contacts with the mafic units and the northwest to southeast faults.

The mineralisation at Sunset Ridge is focused along the axial plane of an east west trending early fold.

4.2 Previous Exploration

Exploration was conducted by Glengarry Mining, Tanami Exploration and Barrick Gold from the early 1990s to 2010.

Shallow surficial geochemical exploration using lag, rock chips, soils, auger, and vacuum drilling was conducted over large regions of the tenement holding (Figure 25). Anomalies were followed up by infilling using surface techniques and ultimately RAB or air core drilling to fresh Proterozoic bedrock. The Hutch’s Find prospect is a combined arsenic and gold anomaly with an extent of 2km by 1km at greater than 10ppb Au and greater than 100 ppm As using the shallow drilling information (Figure 26).

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Figure 26: Hutch’s Find prospect area drilling showing maximum gold in hole on magnetics 1VD.

The Hutch’s Find prospect was discovered by Tanami Gold in the mid-1990s and up to the end of 2004 had 142 RC holes and 2 diamond holes completed in addition to over 2000 shallow RAB and Vacuum holes. The

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RC drilling in 1996 and 1997 had intersected narrow zones associated with quartz veining located along fold axial planes and or bedding plane shears.

The first RC hole into the project in 2010, HFRC001 (renamed to HFDD004) returned 19m at 2.3 g/t Au and 10m at 5.4g/t Au (35.8m at 2.7 g/t Au). Follow-up holes were RC pre-collared with diamond tails. Results indicated thin, low to high-grade zones and some broader low-grade zones neither of which correlated well between holes.

Significant gold intercepts are:

RC0031: 12m at 1.31g/t Au from 30m
RC0043: 20m at 1.47g/t Au from 52m and 2m at 12 g/t Au from 54m
RC0046: 2m at 12 g/t Au from 48m
RC0079: 23m 0.63 g/t Au from 32m
RC0093: 20m at 0.93 g/t Au from 14m
RC0094: 4m at 4 g/t Au from 52m
HFDD0002: 1m at 1.5g/t Au from 22m
HFDD0003: 0.33 at 4.88 g/t Au from 193.07m
HFDD0004: 2m at 3.71 from 64m and 19m at 2.3 g/t Au from 97m and 10m at 5.4 g/t Au from 123m and 0.5m at 17.2g/t Au from 164.3m
HFDD0005: 0.9m at 3.17 g/t Au from 71m

In 2019 Newcrest drilled 17 RC holes for 4930m with holes completed on four sections 400m apart (Figure 27). Drilling intersected dolerite and sediments interpreted to be close to the contact between the Killi Killi and Stubbins Formations. Newcrest interpreted the low-grade gold anomalism in HF002 and HF003 as broadly consistent with an east-west trending corridor of mineralisation associated with fold axial planes and regional structures, which may represent increased fluid flow and metal (McGregor and Murphy 2020b). Gold mineralisation is associated with veining in sedimentary units and along dolerite margins with associated anomalous arsenic, bismuth, tellurium, antimony, tungsten.

Figure 27 shows the high-grade greater than 1g/t Au drilling results plotted onto the 1VD magnetic plan with Figure 28 a plan with geology showing recent drilling results. Figure 29 is a cross section through drilling Line 2 from Newcrest. Further three dimensional structural analysis is likely to assist drill planning where complex folding, and faulting is controlling high-grade shoot geometry. There are other possible interpretations of shoot geometry which could be drill tested.

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Figure 27: Hutch’s Find prospect area drilling showing high-grade gold and possible shoot orientations.

Results include:

HF002:18m at 0.32g/t Au from 50m
HF003: 10m at 0.36g/t Au from 112m
HF004: 8m at 0.21g/t Au from 216m
HF005: 4m at 0.14g/t Au from 194m
HF006: 4m at 0.93g/t Au from 240m, 2m at 1.3g/t Au from 290m
HF010: 4m at 0.13g/t Au from 54m
HF013: 4m at 0.28g/t Au from 188m, 4m at 0.21g/t Au from 240m
HF014: 6m at 0.64g/t Au from 84m, 4m at 0.22g/t Au from 104m, 2m at 0.96g/t Au from 336m
• HF015: 14m at 0.22g/t Au from 52m
HF016: 2m at 1.2g/t Au from 226m and 8m at 0.2g/t Au from 304m
HF017: 6m at 0.57g/t Au from 72m

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Figure 28: Hutch’s Find - Newcrest and Tanami Gold drill results over interpreted geology and magnetics. (Source: McGregor and Murphy, 2020b)

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

Figure 29: Hutch’s Find Drilling Section Line 2
(Source: McGregor and Murphy, 2020b)
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Sunset Ridge

The Sunset Ridge prospect is defined by a large near surface gold (10ppb) and arsenic (>100ppm) anomaly of 2.5km by 1km. An east-west trending antiformal fold hinge locally appears to control the mineralisation. Almost no drilling deeper than 40m has been conducted on this prospect. A splay off the regional Trans Tanami fault and granite, cuts the Sunset Ridge antiformal hinge and mineralisation to the north.

Reconnaissance RAB drilling by Tanami Gold in 1996 intersected up to 3m at 0.49g/t Au (RAB 0766) from 12m associated with anomalous arsenic with other anomalous holes along one drill line (Figure 30) (WAMEX A50031).

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Figure 30: Sunset Ridge prospect area drilling showing maximum gold in hole on magnetics 1VD.

4.3 Exploration Potential

Correlating the orientation of high-grade mineralised shoots at Hutch’s find has been problematic. Three dimensional structural and geological analysis is likely to assist drill planning where complex folding, and faulting is controlling high-grade shoot geometry. There are other possible interpretations of shoot geometry which could be drill tested that have not yet been tested.

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The Sunset Ridge anomaly is a large and strong arsenic anomaly indicating a zone of strong fluid flow. In addition, the proximity of the anomaly to a Trans Tanami style fault and granite intrusions add to the prospectivity.

Regionally, there are several other prospects in the area, shown by the 0.1g/t Au maximum in hole maps (Figure 25). Collection of further detailed magnetic data and geological interpretation to assist drilling targeting would help advance these prospects.

5 Camel Bandicoot Trend

5.1 Local Geology

Local geology at Camel is interpreted to be Stubbins formation interbedded siltstones, greywackes and dolerite with minor sandstone and graphite schist (WAMEX A99821). Dolerite is interpreted to be semi-conformable and forms a strong magnetic high feature. The focus of mineralisation is complex but appears related to refolding and northeast trending structures overprinting a dominantly northwest trending antiformal feature.

12km further to the north at Bandicoot, mineralisation is associated with north northwest trending axial planar features which are refolded and intersected by west northwest trending Trans-Tanami faults. At Quenda 2km to the southwest of Camel, a magnetic high feature is interpreted as a folded dolerite with a north south trending axial plane. The magnetic intensity is like the Camel magnetic feature which has been drilled and is a metal enriched dolerite unit, see section 5.2.

Figure 31 shows the Camel, Bandicoot trend on 1VD magnetics and the various prospects discussed.

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Figure 31: Camel Bandicoot trend drilling showing maximum gold in hole on magnetics 1VD.

5.2 Previous Exploration

Camel

In 1990 Perilya Mines NL conducted regional auger geochemistry and obtained an isolated 18ppb Au anomaly.

In 1994 the Tanami Joint venture between Glengarry and Tanami Exploration located an outcropping ferruginous stockwork near the anomaly which returned rock chips of up to 0.15g/t Au, 1840g/t As and 408g/t Bi.

Extensive LAG sampling, Vacuum drilling and RAB drilling was conducted during the mid-1990s to 2000. The gold anomaly defined by auger lag sampling in 1994 was 1km by 800m long at >+20ppb Au. Vacuum drilling defined an anomaly of up to 0.9g/t Au and 1830 As.

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Figure 32: Camel prospect drilling showing maximum gold in hole on magnetics 1VD.

RAB drilling defined peak anomalism of 7.17g/t Au and 2640g/t As within a lower grade halo of 0.1-0.3g/t Au.

Peak RAB results from this work were:

BCB010: 4m at 1.11g/t Au from 15m
BCB028: 10m at 1.04g/t Au from 34m
BCB040: 37m at 0.62g/t Au, from 0m including 1m at 7.18g/t Au

In 2000, RC drilling of 8 holes for 1100m on four traverses defined a maximum assay of 3.24g/t Au and 2% As with intercepts such as:

RC0146: 40m at 0.44 g/t Au from 48m and
RC0147: 26m at 0.3g/t Au from 66m
RC0149: 18m at 0.4g/t Au and 3536 ppm As from 98-116m (EOH)
RC0151: 104m at 0.25g/t Au and 1240 As from 76m to 180m (EOH)

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In 2009-2010 Tanami Exploration drilled two diamond holes CMD001 and CMD002 returning anomalous results with a best intercept in CMD002 of 7.25m at 3.09 g/t Au from 94.75m in strongly sulphidic quartz veining within dolerite. Annual reports from Tanami Exploration describe the mineralisation as being at the contact of a folded mafic sediment contact within a shear zone cutting the fold hinge. The zone is interpreted to dip 80 degrees to the northeast and is sub-parallel to a magnetic ridge trending north-northwest (WAMEX A88180). The zone is also anomalous in molybdenum, antimony, and tellurium.

Newcrest’s multielement geochemical analysis of the CMD002 core shows the mineralised mafic unit is high in scandium and has strong sericite-chlorite alteration, the quartz-rich sediments have retained some albite, and the shale sediments are strongly sericitic. Geochemical analysis indicates a carbonate poor alteration system, where sericitization is associated with a loss of calcium. The high scandium mafic unit is the most strongly mineralised rock type analysed. It has significant arsenic values, with modest bismuth (Bi) and molybdenum (Mo) anomalism. Gold and arsenic correlate with the sericite alteration.

Figure 33 shows the location of the drilling and the magnetic ridge and dolerite showing the strong correlation between the dolerite and the magnetic ridge.

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Figure 33: Plan of Camel Prospect drilling with assay results and correlation of mafic/magnetic unit. (Source : Encounter Resources)

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Quenda

Previous shallow vacuum drilling to 5m defined a gold and arsenic anomaly with a peak from VAC6439 of 0.4ppm Au.

In 2001, Barrick Gold of Australia Limited (Barrick) in joint venture with Tanami Exploration conducted a RAB drilling programme of 10 holes for 515m approximately 2km south southwest of the Camel Prospect. The program consisted of two traverses spaced 300m with 5 holes on each line drilled 100m apart. The drilling was designed to test the potential of a relatively high amplitude magnetic feature. The magnetic feature was interpreted by Barrick (WAMEX A64339) to represent a north south trending antiform. The feature was modelled by Barrick to be approximately 150m deep and may represent dolerite or gabbro. Damp clays and the presence of a shallow water table as well as strongly indurated bedrock at 40-50m depth restricted the drilling to relatively shallow depths instead of the planned depths of 70-90m. Most holes intersected indurated greywacke and siltstone and hornfelsed sediments with minor quartz veining intersected.

Best results were:

BLRB391: 4m at 0.2g/t Au from 23m
BLRB393: 4m at 0.2g/t Au from 34m

The magnetic feature shows similarities to the mafic intrusion drilled at Camel. No drilling deeper than 75m has been conducted and the anomaly is open in all directions. In addition, most of the magnetic anomaly is untested by drilling (Figure 34).

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Figure 34: Quenda drilling showing maximum gold in hole on magnetics 1VD

Bandicoot

At Bandicoot, an anomaly of up to 12ppb Au was obtained with three anomalous samples by Perilya Mines NL in 1990. In 1994 the Tanami Joint venture sampled rocks returning up to 1.1g/t Au, 1550g/t As, and 230g/t Bi. The Bandicoot area was subsequently lag sampled and vacuum drilled with the three anomalies identified called North, East and South by the Glengarry/Tanami JV (Figure 35).

Shallow RAB drilling in 1995 at Bandicoot South along one east-west line and holes 30m apart returned anomalism up to 0.96 g/t Au from 31-32m and 0.26 g/t Au from 30-35m (EOH) associated with quartz veins in shale.

At Bandicoot East one line of 20m deep vertical RAB holes spaced 50m apart returned 2m at 0.64g/t Au from 13-15m drilled to test a magnetic target, possibly like the Camel dolerite. No further follow-up or near surface drilling exists in the area.

At Bandicoot North two lines spaced 400m apart consisting of 25m spaced RAB holes were drilled between two 400m spaced vacuum lines. The holes were 50m deep and returned 1m at 0.61g/t Au from 8m in BNB004 and from BNB006 returned 4m from 45-49m (EOH) at 0.15 g/t Au. No follow-up work has been conducted.

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Figure 35: Bandicoot drilling showing maximum gold in hole on magnetics 1VD

5.3 Exploration Potential

The high scandium, gold and arsenic mineralised dolerite unit is of particular interest at Camel. Where this unit intersects prospective structure there is potential for enrichment and remobilisation of the metals within the dolerite unit into high-grade structures and shoots in the style of Callie (Figure 14). Mapping of this unit including magnetic inversion modelling of dolerite at Camel and the interpreted dolerites at Quenda and Bandicoot has assisted with three dimensional modelling and drill targeting for this scenario.

At Bandicoot, a limited amount of near surface sampling and drilling has resulted in plus 0.1g/t Au anomalies in bedrock. Good potential exists to define a gold mineralised system given the lack of information in this area and the presence of modelled magnetic highs which are interpreted to represent prospective iron rich host rocks such as dolerite.

At Quenda, the presence of axial plane hinge focused mineralisation associated with a strong magnetic high with little drill testing is compelling, particularly if the interpreted dolerite is the same as the dolerite which hosts the Camel mineralisation.

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Exploration Incentive Scheme funding has been awarded under application ID DAG2021/00292033 as part of the Western Australian Government’s commitment to promote mineral exploration in the state. The submitted plan has three targets, Mojave, Bandicoot and Quenda approved for the co-funding of three diamond drill holes to 500m. The funding is for up to $150,000 of drilling on a 50% co-funded basis (i.e., the program requires the company to also fund up to $150,000 of drilling).

Regionally, a detailed airborne aeromagnetic survey was conducted by Newcrest during 2018. Several high priority targets were identified (McGregor and Nortje, 2019) along and adjacent to intrusive margins and other complex folded structures, but not followed up. These targets require ground-truthing, field reconnaissance and geochemical sampling.

6 Fremlins and Ginger Trends

6.1 Local Geology

The Fremlins Trend is 5km south of Coyote Gold Mine. Fremlins mineralisation is within a dolerite contact spatially related to a north trending antiformal hinge zone (Figure 37). A north to northeast trending paleochannel has been mapped along the Fremlins Roadrunner (Roadrunner lies 500m north of the tenement boundary) trend with paleochannel hosted gold mineralisation, however, in situ bedrock quartz hosted gold has also been identified.

The magnetic image indicates complexly folded magnetic highs, interpreted as bedding parallel dolerite dykes. The ‘Fremlins host stratigraphy’ is located in between two of these magnetic highs and can be traced throughout the entire prospect. Cross section interpretation indicates that the ‘V’- shaped magnetic feature evident in the aeromagnetic data at Fremlins Southwest prospect is an antiform. Subsequently, the southfacing ‘V’ in the aeromagnetic images directly south of Fremlins Southwest prospect is interpreted as a synform (Figure 37) (WAMEX 81626).

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Figure 36: Fremlins prospect drilling showing maximum gold in hole on magnetics 1VD

Apart from the traceable folded dolerites, the magnetic image also reveals several northwest to southeast cross cutting features and possible small granitoid intrusions as mapped by Tanami Exploration. The mineralisation is focused on the ‘Fremlins host stratigraphy’ located in the antiformal hinge position and can be correlated from the Fremlins North prospect past the Fremlins prospect to the Fremlins Southwest prospect (WAMEX A81626).

The Ginger trend is 13km east of Fremlins and the mineralisation is quartz vein hosted within both dolerite dykes and greywacke. The quartz vein set appears to dip toward the west, parallel to bedding and is open at depth. The veining and dolerites are located at the contact of a magnetic granite within the hornfelsed metamorphic zone. The dykes appear to intrude the contact zone and are cut by later faulting. The mineralisation may be due to fault flexure around the granite margin. Mapping at Ginger identified steep reverse faults hosting the gold mineralisation which are repeated at close spacing and mineralised where they are crosscut by a large north northwest trending structure. Sampling during 1998 located mineralisation on three of these faults (WAMEX 69569)

6.2 Previous Exploration

The Fremlins group of prospects are one of several prospects (including Roadrunner and Ginger), discovered by Acacia/AngloGold Ashanti which have associated drill intercepts or rock chips greater than 1g/t Au. AngloGold explored the area between 1995 and 2004. AngloGold’s methodology was to collect surface lag

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samples in areas of outcrop and subcrop, soils in areas of shallow cover and posthole RAB in areas greater than 20m of cover to sample residual material and the contact between cover and residual Proterozoic bedrock (WAMEX A69569).

The posthole RAB footprint information from the Coyote gold deposit which measured 500m in length containing 3 holes with greater than 50ppb Au was used as a guideline for making decisions on further followup exploration.

Later, AngloGold’s methodology also involved 50m spaced detailed aeromagnetic data collection to assist targeting using geological and structural interpretation.

Mapping in the area showed folded mafic rocks with granitic intrusions and parallel axial planar quartz veins. Fremlins South was defined by a post hole RAB anomaly greater than 0.050 g/t Au with a peak result of 3m (bottom of hole sample) at 0.263 g/t Au.

Follow-up deeper RAB and RC drilling by Anglo Gold in 1996 and 1997 returned results such as:

FRAR010 19m at 0.4g/t Au from 48m
FRAR011: 22m at 0.6 g/t Au from 45m (EOH) incl 6m at 1.71g/t from 57m
FRAR027: 9m at 0.5g/t Au from 54m
FRAR031: 18m at 0.3g/t Au (EOH) from 51m
FRAR032: 18m at 0.1g/t Au from 42m (EOH)
FRAR034: 9m at 0.24 g/t Au from 57m (EOH)
FRAR038 9m at 0.43 g/t Au from 57m
FRAR039 7m at 0.2 g/t Au from 57m
FRAR057: 24m at 0.17 g/t Au from 33m
FRAR058: 30 at 0.23g/t from 9m incl 1m at 5.72 g/t Au from 12m and 1 at 5.72g/t Au from 21m
• FRAR059: 3m at 0.5 g/t Au from 48m
FRAR073: 27m at 0.21 from 33m (EOH)
FRAR114: 3m at 2.95g/t Au from 51m
FRRC03: 2m at 2.01 g/t Au from 70m
FRRC011: 72m at 0.19 g/t Au from 48m (EOH)
FRRC012: 80m at 0.19 g/t Au from 52m (EOH)
FRRC013: 28m at 0.18 g/t Au from 96m (EOH)

The mineralisation was described as hosted in narrow mineralised quartz veins with evidence of supergene mineralisation. Petrology showed metamorphism of greenschist to amphibolite facies with clay, pyrite, silica alteration and associated bismuth, chalcopyrite, and free gold.

In 2004 Tanami Gold conducted RAB Drilling at Fremlins North and identified additional mineralisation with a best intersection of 1m at 3.95 g/t Au from 80m in FRB0034 (WAMEX 70417).

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In 2008 RAB drilling returned:

FRB192: 2m at 6.8 g/t Au from 48m
FRB199: 2m at 0.85 g/t Au from 47m and 2m at 0.92 g/t Au from 75m
FRB204: 7m at 0.34 g/t Au from 38m and 4m at 0.3 g/t Au from 58m (EOH)
FRB219: 30m at 0.39 g/t Au from 21m
FRB220: 2m at 1.3 g/t Au from 22m
FRB232: 5m at 0.38 g/t Au from 38m with strong As >250ppm (WAMEX81626)

During 2012, Tanami Gold drilled 18 air core holes for 1038m infilling historic RAB drilling at the Fremlins prospect. The drill program comprised three east-west drill lines on a 30m x 400m grid. Drilling was successful in reaching the targeted depths and encountered multiple quartz veins. All significant results were associated with quartz veining and gold anomalism remained open to the north and east. The geology logged showed 1-5m thick transported cover and saprolite logged to the end of hole. The drilling program confirmed the geological model of two parallel zones of mineralisation close to a major fold hinge (WAMEX 97339 and 124461).

Results included:

FRAC0188: 6m at 0.72 g/t Au from 24m
FRAC0190: 24m at 0.26 g/t Au from 15m incl 3m at 1.17 g/t Au from 36m
FRAC0191: 3m at 2.2 g/t Au from 18m and 48m at 0.24 g/t Au from 18m
FRAC0192 6m at 0.67 g/t Au from 69m

No drilling has been conducted since 2012. Several anomalous zones with the Fremlins trend are open along strike and at depth with nine holes ending in mineralisation greater than 0.1g/t Au at the end of the hole. Limited drilling below 100m which is the depth of weathering has occurred over the southern 5km of the 7.5km trend. Figure 37 shows the gold anomalism along the trend.

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Figure 37: Fremlins drilling showing maximum gold in hole. (Magnetic image from WAMEX 81626)

Ginger

Early exploration consisted of mapping, rock chip sampling and lag sampling. Post hole RAB drilling by Anglo Gold obtained peak results of 3m at 0.3g/t Au in quartz veined material, following up an earlier lower level (38ppbAu) anomaly 200m away.

Follow-up RAB drilling returned peak results of

GRAR0003: 9m at 0.68 g/t Au from 21m
GRAR0004: 6m at 0.83 g/t Au from 21m
GRAR0010: 3m at 4.33 g/t Au from 11m
GRAR0012: 1m at 4.84 g/t Au from 57m

No other work has been conducted at this prospect.

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6.3 Exploration Potential

The Fremlins trend from Road Runner (500m to the north off tenement) to the south is over 7km long. The Fremlins North area has been the focus of historic drilling from the early 1990s to 2013. There are several areas along the trend to the south, where strongly anomalous gold greater than 0.1g/t Au is present at the base of drilling. The trend represents a north south axial plane of an anticline with interbedded sediments and dolerite, some which have strongly anomalous arsenic. The anticline is deformed by Tanami deformation events. The intersection of these structures, represent foci for further exploration.

A three dimensional geological model which incorporates folded geology, cross faults and intrusions will assist targeting along with deeper drilling into the fresh rock, particularly in the areas where large widths of anomalous gold greater than >0.1g/t Au are present in the saprolite, both at Fremlins and at Ginger.

7 Other Regional Targets

Throughout the tenement package, there are several areas which have gold and gold plus arsenic shallow anomalies which have not yet been followed up Figure 38. Analysis of new aeromagnetic data collected in 2018 by Newcrest, has identified new untested targets. In addition, structural targets defined through new geological interpretation of existing geophysical and drilling datasets where folding intersects through going faults, require first pass drilling or surface sampling depending on regolith conditions.

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Figure 38: Regional exploration potential shown by maximum gold in hole and interpreted structure from 1VD magnetics

A review of regolith with the existing drilling database will determine whether areas of shallow drilling have been ineffective. In such areas the drill samples may not represent the geochemistry of the in situ bedrock beneath. Further deeper drilling in these areas may then be conducted.

A detailed aeromagnetic survey in central and southern areas of the tenement package where further detailed information has not yet been acquired is planned. This information will be invaluable in providing geological, structural information for targeting.

8 Exploration Strategy

The Company’s exploration strategy and objectives are summarised below.

8.1 Strategy

Define the project scale structural and stratigraphic architecture of the West Tanami
Rank exploration opportunities and advance projects using best practice exploration techniques.

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Define milestone based programs to systematically test high priority exploration opportunities
Critically assess exploration results and progress successful projects
Define high-grade, quality gold Resources

8.2 Project Objectives

Complete detailed aeromagnetic and radiometric coverage of the West Tanami Project
Complete conceptual structural targeting program and rank targets
Utilize all available remote sensing data and surface mapping information to develop a regolith amenability map for the project
Determine effectiveness of previous shallow drilling to identify mineral system footprints
Design innovative surface sampling or geochemical drilling programs to test ineffectively tested high priority drill targets
Complete 3D geological and structural models for advanced prospects where sufficient data exists including, Camel, Hutch’s Find, Fremlins, Afghan and Mohave
Drill test 3D geological and structural targets to define high-grade gold shoots
Complete detailed drilling of defined ore shoots, collect all required data and complete Mineral Resources calculations

8.3 Risk and Opportunities

The data included in this Report and the basis of the interpretations herein have been derived from a compilation of data included in annual technical reports sourced from the Western Australian Mineral Exploration reports (WAMEX reports) compiled by way of historical tenement database searches. There are two potential sources of uncertainty associated with this type of compilation. The first is that significant material information may not have been identified in the data compilation, while the second potential risk is associated with the timely release of the exploration reports. Under the current regulations associated with annual technical reporting, any report linked to a current tenement that is less than five years old remains confidential and the company can also make submissions to ensure the reports remain confidential for longer periods. Finally, the historical reports are not all digitally available. Therefore, obtaining the historical reports often requires extremely time-consuming and costly searches in the DMIRS library. There is also duplication and compilation errors associated with several of the publicly available data compilations; this is commonly associated with multiple reporting of the exploration activities by different tenement managers using different

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grid references for the exploration activities. As such, these data may not be available and may have material errors that could have a material impact on potential exploration decisions.

Often the historical exploration reports do not include or discuss the use of quality assurance and quality control (QAQC) procedures as part of the sampling programs. Therefore, it is difficult to determine the validity of much of the historical samples, even where original assays are reported. It is common for different grid systems to be reported in exploration reports including local grids. The inability to properly validate all the exploration data reported herein, has an impact on the proposed exploration and increases the exploration risk.

There are environmental, safety and regulatory risks associated with exploration within an area where there has been historical exploration, including potential rehabilitation liabilities.

There are no Mineral Resource estimates prepared under the guidelines of the JORC Code 2012 within any of the projects. Mineral exploration, by its very nature has significant risks, especially for early-stage projects. Based on the industry-wide exploration success rates, it is possible that no additional significant economic mineralisation will be located within any of the projects. Even in the event significant mineralisation does exist within the projects, factors both in and out of the control of Hamelin Gold may prevent the location or development of such mineralisation.

This may include, but is not limited to, factors such as community consultation and agreements, metallurgical, mining, and environmental considerations, availability and suitability of processing facilities or capital to build appropriate facilities, regulatory guidelines and restrictions, ability to develop infrastructure appropriately, and mine closure processes. In addition, variations in commodity prices, saleability of commodities and other factors outside the control of the Company may have either negative or positive impacts on the projects that may be defined.

The tenements are on the Tjurabalan People Determined Area (FC No: WAD160/1997, Tribunal ID: WCD2001/001) with the Kimberley Land Council (KLC) the representative body for the Traditional Owners. All exploration activities conducted on the tenements are subject to provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder. There are registered heritage sites that are likely to impact exploration activities and it is possible that additional surveys may identify additional heritage sites. GeoLucid notes that heritage surveys have previously been successfully undertaken in the area with the Tjurabalan People as recently as 2019, and that exploration has been allowed to progress within the projects in the past.

Finally, at the time of writing this Report the impact of COVID-19 is being felt globally with multiple waves of infections causing renewed lock-down in many parts of the world, including hotspots in Australia. While to date the mining industry and resources sector has adapted quickly and largely continued business activities throughout this time, the potential risk for future exploration remains unclear.

Changes to commodity prices and access to capital to fund exploration can be considered as both risks and opportunities. The Western Australia Government recently released a WA Recovery Plan document that highlighted unlocking future mining opportunities as a priority area, with government initiatives announced

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to build on geoscience knowledge as well as amendments to mining regulations to fast-track exploration opportunities.

At prospects such as Mojave, Hutch’s Find, Afghan, Camel, Quenda, Sunset Ridge, there are several opportunities that have been recently identified. These include the potential for structurally controlled highgrade shoots of a similar style to the Callie and Coyote Gold Deposits. In the authors opinion it is only with the building of an accurate three dimensional geological and structural model for the identified mineral systems, that drilling targets can be devised. The high-grade shoot-style structural targets that characterise GTO gold deposits are very profitable but are difficult to identify without detailed work to accurately target, as shown by the evolving discovery story at Callie (Schmeider et al., 2018 and Pendergast, 2011).

A vast database of near surface and bedrock geochemistry from shallow drilling exists for the project. This presents an opportunity where drilling may have been ineffective due to post mineral cover being deeper than the drill depth and or depletion in the weathered saprock above bedrock. In addition, this database also shows many areas of bedrock geochemistry defined from previous explorers drilling programs which have not yet been followed up due to economic circumstances, weather events and the timing of these, or changes in priorities. It is worth emphasising, that the 0.53 Moz Oberon gold deposit 25km north of Callie, represented a single point bedrock geochemistry anomaly under transported cover and was not a priority target at the time the vacuum program was conducted which discovered Callie.

8.4 Proposed Budget and Exploration Plan

The exploration strategy and targets are discussed in more detail in sections 3 to 7. Table 4 summarises expenditure by activity and project area. The costs are shown as all-inclusive costs that include the cost of drilling, sampling, assaying personnel and all other on-costs. All costs are expressed in Australian dollars.

Table 4: Summary of Exploration Expenditure

Project	Minimum Subscription ($10m)	Minimum Subscription ($10m)	Minimum Subscription ($10m)	Maximum Subscription ($12m)	Maximum Subscription ($12m)	Maximum Subscription ($12m)
	Year 1	Year 2	Total	Year 1	Year 2	Total
Northern Projects (incl.
Mohave, Afghan)
Data Compilation and Interpretation	25,000		25,000	25,000		25,000
Geological Mapping	20,000		20,000	20,000		20,000
Geochemical Surveys	50,000	75,000	125,000	50,000	75,000	125,000
Geophysics
Airborne Magnetics
Exploration Drilling & Analysis
Aircore drilling	100,000		100,000	100,000		100,000
RC Drilling	250,000	250,000	500,000	250,000	400,000	650,000
Diamond Drilling	200,000	200,000	400,000	200,000	300,000	500,000

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Project	Minimum Subscription ($10m)	Minimum Subscription ($10m)	Minimum Subscription ($10m)	Maximum Subscription ($12m)	Maximum Subscription ($12m)	Maximum Subscription ($12m)
Total Northern Projects	645,000	525,000	1,170,000	645,000	775,000	1,420,000
Camel Trend (incl. Bandicoot, Quenda, Camel)
Data Compilation and Interpretation	25,000		25,000	25,000		25,000
Geological Mapping	20,000		20,000	20,000		20,000
Geochemical Surveys	50,000	40,000	90,000	50,000	40,000	90,000
Geophysics
Airborne Magnetics
Exploration Drilling & Analysis
Aircore drilling	150,000	150,000	300,000	150,000	150,000	300,000
RC Drilling	300,000	350,000	650,000	300,000	450,000	750,000
Diamond Drilling	200,000	250,000	450,000	400,000	400,000	800,000
Total Camel Trend	745,000	790,000	1,535,000	945,000	1,040,000	1,985,000
Central (incl. Hutch's Find, Sunset Ridge)
Data Compilation and Interpretation	20,000		20,000	20,000		20,000
Geological Mapping	20,000		20,000	20,000		20,000
Geochemical Surveys	40,000	40,000	80,000	40,000	40,000	80,000
Geophysics
Airborne Magnetics	50,000		50,000	50,000		50,000
Exploration Drilling & Analysis
Aircore drilling	150,000	100,000	250,000	150,000	100,000	250,000
RC Drilling	150,000	150,000	300,000	250,000	250,000	500,000
Diamond Drilling	200,000	200,000	400,000	200,000	300,000	500,000
Total Central	630,000	490,000	1,120,000	730,000	690,000	1,420,000
Eastern (incl. Fremlins, Ginger)
Data Compilation and Interpretation		10,000	10,000		10,000	10,000
Geological Mapping		20,000	20,000		20,000	20,000
Geochemical Surveys		40,000	40,000		40,000	40,000
Geophysics
Airborne Magnetics	75,000		75,000	75,000		75,000
Exploration Drilling & Analysis
Aircore drilling		150,000	150,000		150,000	150,000
RC Drilling		150,000	150,000		300,000	300,000
Diamond Drilling		300,000	300,000		300,000	300,000
Total Eastern	75,000	670,000	745,000	75,000	820,000	895,000

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Project	Minimum Subscription ($10m)	Minimum Subscription ($10m)	Minimum Subscription ($10m)	Maximum Subscription ($12m)	Maximum Subscription ($12m)	Maximum Subscription ($12m)
Regional Targets
Data Compilation	40,000		40,000	40,000		40,000
Geological Mapping	60,000	30,000	90,000	60,000	30,000	90,000
Geochemical Surveys	75,000	50,000	125,000	75,000	50,000	125,000
Geophysics
Airborne Magnetics	50,000	50,000	100,000	50,000	50,000	100,000
Exploration Drilling & Analysis
Aircore drilling		150,000	150,000		150,000	150,000
RC Drilling
Total Regional Targets	225,000	280,000	505,000	225,000	280,000	505,000
Total Exploration Expenditure	2,320,000	2,755,000	5,075,000	2,620,000	3,605,000	6,225,000

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Figure 39: Definition of Budget Areas

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9 References

Ahmad M, Vandenberg LC and Wygralak AS, 2013. Chapter 11: Tanami Region: in Ahmad M and Munson TJ (compilers). ‘Geology and mineral resources of the Northern Territory’. Northern Territory

Bagas, L., Anderson, J.A.C., Bierlein, F.P., 2009. Paleoproterozoic evolution of the Killi Killi Formation and orogenic gold mineralisation in the Granites-Tanami Orogen, Western Australia. Ore Geology Reviews (35), 47–67.

Bagas, L., Bierlein, F.P., Anderson, J.A.C., Maas, R., 2010. Collision-related granitic magmatism in the Granites-Tanami Orogen, Western Australia. Precambrian Research 177, 212–226.

Bagas L. & Huston D. L. 2005. The Bald Hill gold deposits in the Paleoproterozoic Tanami Group, Western Australia. Geological Survey of Western Australia Annual Review, pp. 64–69.

Cross, A. Fletcher, I., Crispe, A. Huston, D. and Williams, N. 2005 New constraints on the timing of deposition and mineralisation in the Tanami Group: in Annual Geoscience Exploration Seminar (AGES) 2005 Record of Abstracts. Northern Territory Geological Survey Record 2005-001, 44-45.

Doe, D. 2019 Newmont Tanami Operations Northern Territory NI 43-101 Technical Report

Fraser, G.L. Bagas, L. Huston, D.L. 2012 40Ar/39Ar evidence for the timing of Paleoproterozoic gold mineralisation at the Sandpiper deposit, Tanami region, north Australia Australian Journal of Earth Sciences 59, 399-409.

Gibbons, L.M. and Webb, R.J. 1997 The discovery of the concealed Titania Gold Mineralisation Granites-Tanami Region, Northern Territory. New Generation Gold Mines 97, Case Histories of Discovery, Conference Proceedings 1997.

Henderson, S.M. Griffiths M.R. Sewell, D, Clifford N.J., and Bichard A. 1995 Redback/Dogbolter in the Tanami Region – A discovery history. New Generation Gold Mines Conference Proceedings 1995.

Holden, D. Hill, P. Boucher, R. Smillie, P. McQuinn, R. Eiloart, K. Aldridge, P. Bell, K. van Roij, A. 2013. The Twin Bonanza Project NewGenGold Conference Proceedings 2013

Hutchison, N. Manouge P. 1996 Pegasus Gold EL5418 Rabbit Flat Exploration Technical Report (Minotaur Resource Estimate)

Huston D. L., Vandenberg L., Wygralak A. S., Mernagh T. P., Bagas L., Crispe A., Lambeck A., Cross A., Fraser G., Williams N., Worden K., Meixner A., Goleby B., Jones L., Lyons P. & Maidment D. 2007. Lode–Gold Mineralization In The Tanami Region, Northern Australia. Mineralium Deposita 42, 175–204.

Ireland, T. 1995 The discovery of the Callie Gold Deposit in the Tanami Region Northern Territory, Australia. New Generation Gold Mines, Case Histories of Discovery, Conference Proceedings 1995.

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Kendall B. 2000 Coyote Discovery Review. Acacia internal report (unpublished).

Li, B., Bagas, L., Gallardo L.A., Said, N., Diwu, C. and McCuaig, T.C. 2013. Back-arc, and post-collisional volcanism in the Palaeoproterozoic Granites–Tanami Orogen, Australia: Precambrian Research, v. 224, p. 570–587.

Li, B., Bagas, L., and Jourdan, F., 2014, Tectono-thermal evolution of the Palaeoproterozoic Granites–Tanami Orogen, North Australian Craton: Implications from hornblende and biotite 40 Ar/39 Ar geochronology: Lithos, v. 206, p. 262-276.

McGregor, N. and Nortje, G. 2019. Selby Joint Venture Project Combined Annual Mineral Exploration Report E80/5132 E80/5137 E80/5147 30 August 2018 To 29 August 2019 Newcrest Mining Ltd unpublished report to DMIRS

Maidment, DW, Wingate, MTD, Claoué-Long JC, Bodorkos, S, Huston, D, Whelan, JA, Bagas, L, Lambeck, A and Lu, Y 2020, Geochronology of metasedimentary and granitic rocks in the Granites–Tanami Orogen: 1885– 1790 Ma geodynamic evolution: Geological Survey of Western Australia, Report 196, 50p.

Mayer T. 1990 The Granites Gold Field in Geology of the Mineral Deposits of Australia and Papua New Guinea (Ed. F.E. Hughes), pp719-724 (AUSIMM) Melbourne

McGregor, N. and Murphy, D. 2020a Selby Combined Annual Mineral Exploration Report E80/5132, E80/5137 & E80/5147 Selby Joint Venture Project, Newcrest Mining Ltd unpublished report to DMIRS

McGregor, N. And Murphy D., Watts. 2020b Combined Annual Mineral Exploration Report E80/5145, E80/5146 & E80/5186 Watts Joint Venture & Lewis Joint Venture Projects 30 August 2019 To 29 August 2020 Newcrest Mining Ltd unpublished report to DMIRS

Pendergast, J. 2011 The discovery of the Auron orebody: a plus-2 Moz discovery in a “mature” goldfield, Tanami operations, Callie mine Northern Territory 2011. NewGenGold 2011 Conference Proceedings.

Petts, A.E. & Hill, S,M. 2005. Regolith-landforms and mapping of the Coyote gold deposit, Tanami Desert, Northern Territory. Regolith 2005 Ten Years of CRC LEME CSIRO

Petrella, L. Thebaud, N. LaFlamme C., Occhipinti S. Turner, S. Perazzo, S. 2017 Controls on high-grade oreshoots at Callie world-class gold deposit, Northern Territory, Australia. UWA Centre for Exploration Targeting Open Day poster.

Petrella, L., Thébaud, N, LaFlamme, C, Miller, J, McFarlane, C, Occhipinti, S, Turner, S and Perazzo, S 2019, Contemporaneous formation of vein-hosted and stratabound gold mineralisation at the world-class Dead Bullock Soak mining camp, Australia: Mineralium Deposita, doi:10.1007/s00126-019- 00902-7.

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Pirajno F. & Bagas L. 2008. A review of Australia’s Proterozoic mineral systems and genetic models. Precambrian Research 166, 54–80

Schmeider S., Perazzo S., Griesel L., Robinson C. 2018 Tanami Operations, Callie mine: Multiple new discoveries supporting transformational growth in a mature mining camp. NTGS AGES conference paper 2018.

Stevenson D., L. Bagas, A. R. A. Aitken & T. C. McCuaig 2013 A geophysically constrained multi-scale lithostructural analysis of the Trans-Tanami Fault, Granites-Tanami Orogen, Western Australia, Australian Journal of Earth Sciences: International Geoscience Journal of the Geological Society of Australia, 60:8, 745768

Wygralak AS, Mernagh TP1, Huston DL1 and Ahmad M, 2005. Gold mineral system of the Tanami Region. Northern Territory Geological Survey, Report 18.

Wilford J. R. 2000. Regolith-landform mapping and GIS synthesis for mineral exploration in the Tanami Region. CRC LEME Report 146R CSIRO.

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9.1 Specific References from WAMEX

West Tanami Project WAMEX Reports. Reports from 1990 onwards are included. Other reports are available on the DMIRS WAMEX database.

A-Number	Author	Date	Title	COMPANY/OPERATOR
124502	Pellatt A	2020	Western Tanami Project E80/3389 Partial Surrender	NORTHERN STAR
			Report, Period Ending 16/06/2020	RESOURCES LTD
124461	Pellatt A	2020	Western Tanami Project E80/3388 Partial Surrender	NORTHERN STAR
			Report, For the Period 15/05/2006-16/06/2020.	RESOURCES LTD
122915	Turnbull C	2020	Western Tanami Project E80/1481 Partial Surrender	NORTHERN STAR (WESTERN
			Report Period Ending 04/10/2019	TANAMI) PTY LIMITED
122332		2020	Gremlin RC-DD EIS Funded Drilling Western Tanami	NORTHERN STAR
			Final Report Round 19 DAG2019/01525062	RESOURCES LTD
108962	Hodkinson I	2016	E80/4801 Tanami Project – Selby, First Annual Report	SLATEY CREEK PTY LTD
			for The Period 11th March 2015 – 10th March 2016
106696		2015	Surrender Report for Tanami Desert Tenement	NEXUS MINERALS LTD
			E80/4403 For the Period 14th June 2011– 22nd July
			2015
106695		2015	Surrender Report for Watts Rise Tenement E80/4402	NEXUS MINERALS LTD
			For the Period 14th June 2011 – 22nd July 2015
106153		2015	Surrender Report for Tanami Desert Tenement	NEXUS MINERALS LTD
			E80/4403 For the Period 14th June 2011– 13th June
			2015
106152		2015	Surrender Report for Watts Rise Tenement E80/4402	NEXUS MINERALS LTD
			For the Period 14th June 2011 – 13th June 2015
105671	Massi K	2015	Annual And Final Report Exploration Licence 80/1679	TANAMI EXPLORATION NL
			Western Tanami Project for The Period From 1 January
			2009 to 14 March 2015
105247	Massi K	2015	Combined Annual Report Exploration Licences 80/1481,	TANAMI EXPLORATION NL
			1483, 1679, 1737, 3388, 3389, 3665, M80/ 559, 560,
			561 Western Tanami Project C119/2002 From 1
			January 2014 to 31 December 2014
110570	Massi K	2014	Final Report Funding Agreement Royalties for Regions	TANAMI GOLD NL
			Co-Funded Government - Industry Drilling Program
			2013/14 Western Tanami - Coyote Deeps Target (Round
			8)
104410	Massi K	2014	2014 Annual and Final Report Els 80/1677, 80/2133,	TANAMI EXPLORATION NL
			80/3238, 80/3845, 80/4006, 80/4305 & 80/4307
			Western Tanami Project C119/2002 For the Period
			15/03/1994 To 22/09/2014
104403	Tuffin T	2014	Combined Group Report C15/2013 Annual Report	RICH RESOURCES
			Tanami West Project E80/4029, E80/4197, E80/4558,	INVESTMENTS PTY LTD
			E80/4559 For the Period 13 December 2013 to 12
			December 2014
104313	Tuffin T	2014	Selby Hills Project, Final Surrender Report for The	RICH RESOURCES
			Period 13/12/2012 To 10/12/2014, E80/4596.	INVESTMENTS PTY LTD
103336	Hodkinson I	2014	Partial Surrender Report E80/4543, Dolerite Tanami	SLATEY CREEK PTY LTD
			Project, C197/2012 For the Period 29/10/2012 To
			4/08/2014
102670		2014	Watts Rise Project, Annual Report for The Period	NEXUS MINERALS LTD
			14/06/2013 To 13/06/2014, E80/4402.
102669		2014	Tanami Desert Project, Annual Report for The Period	NEXUS MINERALS LTD
			14/06/2013 To 13/06/2014, E80/4403.
101803	Massi K	2014	Western Tanami Project, Annual Report for The Period	TANAMI EXPLORATION NL
			01/01/2013 To 31/12/2013, E80/1481, 1483, 1677,
			1679, 1737, 2133, 3238, 3388, 3389, 3665, 3844, 3845,
			4006, 4305 & 4307; M80/559-561; P80/1675 & 1676.
			[C119/2002]
101462	Tuffin T	2014	E80/4566 Annual Report Killi Killi Project, West Tanami,	RICH RESOURCES
			From 6 March 2013 To 5 March 2014	INVESTMENTS PTY LTD
101351	Fraser G	2014	Selby Project Partial Relinquishment Report E80/4006	TANAMI EXPLORATION NL
			Hermes for The Period 20 November 2008 to 30
			December 2013

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A-Number	Author	Date	Title	COMPANY/OPERATOR
100939	Tuffin T	2014	Killi Killi Project, Annual Report for The Period	RICH RESOURCES
			13/12/2012, E80/4029, 4197, 4558 & 4559. [C15/2013]	INVESTMENTS PTY LTD
100669	Fraser G	2014	Partial Relinquishment Report E80/3665 Border 19	TANAMI EXPLORATION NL
			October 2007 to 18 October 2013 Selby Project
99854	Fraser G	2013	Final Report E80/3844 Yosemite West 8 April 2008 to	TANAMI EXPLORATION NL
			28 August 2013 Western Tanami Project C119/2002
99821	Fraser G	2013	Combined Annual Report E80/3846 E80/3847 And	TANAMI EXPLORATION NL
			E80/4306 Lewis Project C223/2007 For the Period 27
			August 2012 to 26 August 2013
99169		2013	E80/4402 – Watts Rise Annual Report for The Period	NEXUS MINERALS LTD
			14th June 2012 – 13th June 2013
99168		2013	E80/4403 – Tanami Desert Annual Report for The	NEXUS MINERALS LTD
			Period 14th June 2012 – 13th June 2013
97339	Rohde C	2013	Combined Annual Report Western Tanami Project	TANAMI EXPLORATION NL
			C119/2002 From 1 January 2012 to 31 December 2012,
			E80/1481, 1483, 1677, 1679, 1737, 2133, 3238 3388,
			3389, 3665, 3844, 3845, 4006, 4305, 4307 M80/ 559,
			560, 561, P80/ 1675, 1676
100938	Tuffin T	2013	Selby Hills Project, Annual Report for The Period	RICH RESOURCES
			13/12/2012 To 12/12/2013, E80/4596.	INVESTMENTS PTY LTD
100676	Vose C	2013	E80/4543 And E80/4544 Tanami Project First Annual	SLATEY CREEK PTY LTD
			Report for The Period 29th October 2012 – 28th
			October 2013 (C197/2012)
100446	Vose C	2013	E80/4604 Tanami Project First Annual Report for The	QUIDUP PTY LTD
			Period 17th October 2012 – 16th October 2013
100154	Fraser G	2013	Partial Relinquishment Report E80/4306 Apollo for The	TANAMI EXPLORATION NL
			Period 17 September 2010 to 2 September 2013
95338	Rohde J	2012	Combined Annual Report E80/3846, 3847 And 4306	TANAMI EXPLORATION NL
			Lewis Project C223/2007 From 27 August 2011 to 26
			August 2012
94679	Hassall I	2012	E80/4403 - Tanami Desert Annual Report for The	HEMISPHERE RESOURCES
			Period 13th June 2011 – 12th June 2012	LTD
94678	Hassall I	2012	E80/4402 - Watts Rise Annual Report 2012 For the	HEMISPHERE RESOURCES
			Period 13th June 2011 – 12th June 2012	LTD
93910	Hillyard C	2012	Final Report Funding Agreements Royalties for Regions	TANAMI EXPLORATION NL
			Co-Funded Government - Industry Drilling Program
			2010/2011 Western Tanami - Coyotes Deeps Target
			(Round 2)
93258	Rohde J	2012	Western Tanami Project, Annual Report for The Period	TANAMI EXPLORATION NL
			1st January 2011 to 31st December 2011, E80/1481,
			1483, 1677, 1679, 1737, 2133, 3238, 3388, 3389, 3665,
			3844, 3845, 4006, 4305 & 4307; M80/559-561;
			P80/1665, 1675, 1676 & 1678. [C119/2002]
91704	Rohde J	2011	Combined Annual Report E80/3846, 3847, 4306 Lewis	TANAMI EXPLORATION NL
			Project C223/2007 From 27 August 2010 to 26 August
			2011
91478	Day A	2011	Annual Report E80/4212 - Coyote Project as Part of The	RICH RESOURCES PTY LTD
			Killi Killi Hills Project, West Tanami, From 27 August
			2010 to 26 August 2011
89607	Rohde C	2011	Combined Annual Report Western Tanami Project	TANAMI EXPLORATION NL
			C119/2002 From 1 January 2010 to 31 December 2010,
			E80/1481, 1483, 1677, 1679, 1737, 2133, 3238, 3388,
			3389, 3665, 3844, 3845, 4006, 4305, 4307, M80/ 559,
			560, 561, P80/ 1665, P80/ 1675, 1676, 1678,
88180	Rohde J	2010	Combined Annual Report E80/3846 And E80/3847 Lewis	TANAMI EXPLORATION NL
			Project C223/2007 From 27 August 2009 to 26 August
			2010
86434	Rohde J	2010	Combined Annual Report E80/1481, 1483, 1677, 1679,	TANAMI EXPLORATION NL
			1737, 2133, 3238, 3388, 3389, 3665, 3844, 3845, 4006,
			M80/ 559, 560, 561, P80/1649, 1665, P80/ 1674 1675,
			1676, 1677, 1678, 1679, Western Tanami Project
			C119/2002, From 1 January 2009 to 31 December

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A-Number	Author	Date	Title	COMPANY/OPERATOR
86319	Wilson R	2010	Combined Final Surrender Report for The Period 15	AFMECO PTY LTD
			January 2008 to 18 February 2010, Billiluna Project,
			E80/3683, E80/3684, E80/3685, E80/3686, E80/3694,
			And E80/3695
86024	Dubieniecki C	2010	Combined Annual Report for The Period 1st January	AFMECO PTY LTD
			2009 to 31st December 2009, Billiluna Project,
			E80/3681, E80/3682, E80/3683, E80/3684, E80/3685,
			E80/3686, E80/3694, And E80/3695
84126	Brown R	2009	Selby Hills Prospect of The West Tanami Project	OKLO URANIUM LTD
			E80/3754, Report Period: 21 May 2008 - 20 May 2009
82148	Rohde C	2009	Partial Surrender Report E80/1483 ‘Coyote’ Western	TANAMI EXPLORATION NL
			Tanami Project from 16 April 1992 to 18 March 2009
81626	Rohde C	2009	Combined Annual Report E80/1481, 1483, 1677, 1679,	TANAMI EXPLORATION NL
			1737, 2133, 3238, 3388, 3389, 3665, 3844, 3845 And
			M80/ 559, 560, 561 P80/1649 Western Tanami Project
			C119/2002, From 1 January 2008 to 31 December 2008
81469	Chemillac R; Gilbert F	2009	Combined Annual Report (C30/2008) For the Period 01	AFMECO PTY LTD
			Jan 2008 to 31 Dec 2008, Billiluna Project E80/3681-
			3695
80716	Rohde C	2009	Partial Surrender Report E80/3238 ‘Afghan’ Western	TANAMI EXPLORATION NL
			Tanami Project C119/2002, From 29 December 2004 to
			28 December 2008
82439	Rutter H	2008	Annual & Surrender Lewis Range Project Report 2009,	REEDY LAGOON
			E80/3706, 3707, 3708, 3939, 3860, Report Period: 25	CORPORATION LIMITED
			March 2008 To 8 April 2009
80632	Rohde C	2008	Combined Final Surrender Report E80/2509 ‘Watts Rise	TANAMI EXPLORATION NL
			South’ And E80/2515 ‘Buggsy’ Western Tanami Project
			C119/2002 From 19 October 2000 to 18 October 2008
78236	Rohde J	2008	Western Tanami Project, Partial Surrender Report for	TANAMI EXPLORATION NL
			The Period 6th April 1992 to 12th March 2008,
			E80/1483 ('Coyote'). [C119/2002]
77802	Rohde J	2008	Combined Annual Report Western Tanami Project	TANAMI EXPLORATION NL
			C119/2002 From 1 January 2007 to 31 December 2007
76785	Rohde J	2007	Final Report E80/2513 'Leghorn' Western Tanami	TANAMI EXPLORATION NL
			Project from 19 October 2000 to 18 October 2007
75665	Rohde C	2007	Final Report E80/1738 'Lewis' For Period 9 May 1994 To	TANAMI EXPLORATION NL
			3 May 2007 Western Tanami Project C119/2002
75001	Rohde C	2007	Combined Surrender Report E80/1678 'Drumway' And	TANAMI GOLD NL
			Partial Surrender Report E80/1679 'Southside', Western
			Tanami Project C119/2002, From 15 March 1994 To 14
			March 2007.
74810	Rhode C	2007	Combined Annual Report, E80/1481......And M80/559 To	TANAMI EXPLORATION NL
			M80/561 Western Tanami Project, C119/2002, From
			January 2006 to 31 December 2006
73932	Rohde C	2006	Final Report, E80/2390 Killi South, Western Tanami	TANAMI EXPLORATION NL
			Project C119/2002, From 19 October 2000 to 18
			October 2006, (Billiluna).
73879	Rohde C	2006	Final Report E80/1976 'Watts Rise', E80/1986 'Bramall	TANAMI EXPLORATION NL
			Hills' From 21 October 1994 to 20 October 2006, And
			E80/2453 'Gardner' From 19 October 2000 to 18
			October 2006, Gardner Project C97/2004. (Billiluna)
73501	Rohde C	2006	Western Tanami Project, Partial Surrender Report, For	TANAMI EXPLORATION NL
			the Period From 19th October 2000 to 17th October
			2006, E80/2513, (Leghorn). [C119/2002]
72822	Rohde C	2006	Drumway - Southside Project, Partial Surrender Report	TANAMI EXPLORATION NL
			for The Period 15th March 1994 To 14th March 2006,
			E80/1678 [Drumway] & E80/1679 [Southside].
			[C119/2002]
72409	Rohde C	2006	Combined Annual Report, E80/1481....And M80/559 To	TANAMI EXPLORATION NL
			M80/561, Western Tanami Project, C119/2002, From 1
			January 2005 to 31 December 2005, (Billiluna).

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A-Number	Author	Date	Title	COMPANY/OPERATOR
72126	Rohde C	2006	Final Report, E80/1484 Larranganni from 16 April 1992	TANAMI EXPLORATION NL
			to 16 December 2005, E80/1802 Afghan Extended from
			9 May 1994 To 16 December 2005, Western Tanami
			Project, (Combined Reporting No. C119/2002, Billiluna).
72058	Rohde C	2006	Combined Annual Report, E80/1526...E803275,	TANAMI EXPLORATION NL
			M80/562-564, Gardner Project C97/2004, From 1
			January 2005 to 31 December 2005, (Billiluna).
72057	Rohde C	2006	Western Tanami Project, Partial Surrender Report for	TANAMI EXPLORATION NL
			The Period 16th April 1992 to 16 December 2005,
			E80/1482. [Watts Rise] [ C119/2002]
71250	Rohde C	2005	Final Report, E80/1512 'Oasis' From 28 July 1993 to 27	TANAMI EXPLORATION NL
			July 2005, Lewis Project C96/2004, (Billiluna).
71120	Rohde C	2005	Final Report E80/2528 'Afghan', Western Tanami	TANAMI EXPLORATION NL
			Project, From 29 January 2001 to 21 June 2005
			(Billiluna).
71114	Rohde C	2005	Combined Final Report, Lewis Project (E80/1515, 1518,	TANAMI EXPLORATION NL
			1993, 1994, 1995, C96/2004, For the Period 09/12/93 -
			14/06/2005, Billiluna).
70923	Rohde C	2005	Final Report, E80/2456 Moloch, And E80/2514 Daffy,	TANAMI EXPLORATION NL
			Western Tanami Project, From 19 October 2000 to 10
			June 2005 (Halls Creek, C119/2002).
70869	Rohde C	2005	Partial Surrender Report, E80/2509 Watts Rise South,	TANAMI EXPLORATION NL
			E80/2513 Leghorn and E80/2515 Buggsy, Western
			Tanami Project from 19 October 2000 to 30 May 2005
			(Halls Creek).
70417	Rohde C	2005	Combined Annual Report (1 January 2004 to 31	TANAMI EXPLORATION NL
			December 2004) E80/1481-1484, 1677-1679, E80/1737,
			1738, 1802, 2391,2456, 2509, 2513-2515, 2528 And
			3238, Western Tanami Project, C119/2002
70310	Rohde C	2005	Combined Annual Report, E80/1526, 1735, 1905, 1976,	TANAMI EXPLORATION NL
			1986, E80/2036, 2037, 2091, 2452, Gardner Project,
			C97/2004, From 01/01/04 - 31/12/04.
70031	Rohde C	2005	Combined Annual Report, E80/1512, E80/1515,	TANAMI EXPLORATION NL
			E80/1518, E80/1993, E80/1994, E80/1995, Lewis
			Project, C96/2004, For the Period 01/01/04 - 31/12/04.
69722	Purcell G	2004	Project 6440, Larranganni JV, E80/2390, Killi-Killi Hills,	BARRICK GOLD OF
			Annual Report, Period 19 October 2003 - 18 October	AUSTRALIA LTD
			2004 Technical Report Number 1139, Billiluna
69569	Sewell D	2004	Balwina Project, E80/1936, Surrender Report for The	ANGLOGOLD ASHANTI
			Period 23/08/94 - 16/07/04 (Halls Creek Report Number	AUSTRALIA LTD
			WA 12803_Bwas04) (Lucas)
68463	Murphy J	2004	Annual Report for The Period 01/01/2003-31/12/2003	ANGLOGOLD AUSTRALIA
			Western Tanami Project E80/1481, E80/1482,	LTD
			E80/1483, E80/1484, E80/2513, E80/1677, E80/1678,
			E80/1679, E80/1737 E80/1738, E80/2456, E80/2514,
			E80/2515
68079	Purcell G	2004	Project 6440, Larranganni JV, Project 6441, Tanami	BARRICK GOLD OF
			(WA) JV, E80/1512, E80/1513, E80/1514, E80/1515,	AUSTRALIA LTD
			E80/1516, E80/1518, E80/1526, E80/1735, E80/1802,
			E80/1905, E80/1965, E80/1976, E80/1986, E80/1993,
			E80/1994, E80/1995, E80/2036, E80/2037 E80/2091, E
67925	Rigby S B	2004	Surrender Report for The Period 09/12/1993-	BARRICK GOLD OF
			03/12/2003 Billiluna Central E80/1514	AUSTRALIA LTD
67369	Muller M	2003	Project 6442, Lewis Range, E80/2779 P80/1472,1473,	BARRICK GOLD OF
			Surrender Report for The Period 25 October 2002-20	AUSTRALIA LTD
			September 2003. Barrick Report No. 1096.
67282	Muller M	2003	Project 6441, Tamami (WA) JV), E80/1513,1516,	BARRICK GOLD OF
			Surrender Report, Period 26 August 1993 - 25 August	AUSTRALIA LTD
			2003. Barrick Report No 1093.
66853	Rigby S B	2003	Surrender Report for The Period 3 January 1995 to 11	BARRICK GOLD OF
			June 2003, Project 6441 Tanami (Wa) E80/2004,2005	AUSTRALIA LTD
			Afghan, Report No. 1090.

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

A-Number	Author	Date	Title	COMPANY/OPERATOR
66271	Large P	2003	Annual Report Year Ending 31st December 2002	ANGLOGOLD AUSTRALIA
			Western Tanami C119/2002: E80/1481 & E80/1936	LTD
			Report No: Nt.12204
66270	Large P	2003	Combined Annual Report Year Ending 31st December	ANGLOGOLD AUSTRALIA
			2002 Western Tanami C119/2002: E80/1482, 1483,	LTD
			1484, 2513, 1677, 1678, 1679, 1737, 1738, 2456, 2514,
			2515 Report No: Nt12200
66128	Nixon D G	2003	Project 6440, Larranganni JV, Project 6441, Tanami	BARRICK GOLD OF
			(WA) JV, E80/1512, E80/1513, E80/1514, E80/1515,	AUSTRALIA LTD
			E80/1516, E80/1518, E80/1526, E80/1735, E80/1802,
			E80/1905, E80/1965, E80/1976, E80/1518, E80/1526,
			E80/1735, E80/1802, E80/1905, E80/1965, E80/1976,
65777	Rowsell K	2002	Billiluna West Project, Annual Report for E80/2456	ANGLOGOLD AUSTRALIA
			(Moloch), E80/2514 (Daffy) & E80/2515 (Buggsy) For	LTD
			Year Ending 18th October 2002
65776	Rowsell K	2002	Leghorn Project, Annual Report for The Year Ending	ANGLOGOLD AUSTRALIA
			18th October 2002, E80/2513.	LTD
65627	Rowsell K	2002	Nineth Annual Report for Exploration for Balwina Joint	ANGLOGOLD AUSTRALIA
			Venture Licence E80/1481 Year Ending 4th October	LTD
			2002. Report No. Nt.12179
65319	Rowsell K	2002	Annual Report, Balwina JV Project, E80/1936, For the	ANGLOGOLD AUSTRALIA
			Period August 2001 - August 2002.	LTD
64807	Rowsell K	2002	Annual Report for Billiluna E80/1737 - 1738 And	ANGLOGOLD AUSTRALIA
			E80/1677-1679 Period 1.5.01 - 30.4.02	LTD
64768	Rowsell K	2002	Annual Report for Exploration Licences E80/1482, 1483	ANGLOGOLD AUSTRALIA
			& 1484 Bramall Hills Project Year Ending 15th April	LTD
			2002 Map Sheet: 1;250,000 Billiluna - Se 52-14
64339	Dobe J	2002	Project 6440 Larranganni JV, Project 6441 Tanami (WA)	BARRICK GOLD OF
			JV, E80/1802, E80/1905, E80/1965, E80/1976,	AUSTRALIA LTD
			E80/1986, E801993-1995 E80/2004-2005, E80/2036-
			2037, E80/2091-E80/2390-2391, E80/2452-2453,
			E80/2509, E80/2528, Annual Report, Period 1 January
			2001 - 31 De
63785	Large P	2001	First Annual Report for E80/2153 (Leghorn) For the	ANGLOGOLD AUSTRALIA
			Year Ending 18th October 2001.	LTD
63784	Large P	2001	Billiluna West Project, Annual Report for The Year	ANGLOGOLD AUSTRALIA
			Ending 18th October 2001, E80/2456 (Moloch),	LTD
			E80/2514 (Daffy) & E80/2515 (Buggsy). [C169/2002]
63728	Rowsell K	2001	Eighth Annual Report for Exploration for Balwina Joint	ANGLOGOLD AUSTRALIA
			Venture Licence E80/1481 Year Ending 4th October	LTD
			2001. Report 08.11767.
63526	Large P; Rowsell K	2001	Annual Report, Balwina (JV) Project, E80/1936, For the	ANGLOGOLD AUSTRALASIA
			Year Ending 22nd August 2001.	LTD
62681	Rowsell K	2001	Seventh Annual Report for Billiluna, E80/1737-	ANGLOGOLD AUSTRALASIA
			E80/1738, E80/ 1677-E80/1679, Period 1.5.00 To	LTD
			30.4.01.
62615	Large P	2001	Annual Report for Exploration Licences E80/1482, 1483	ANGLOGOLD AUSTRALASIA
			& 1484 Bramall Hills Project Year Ending 15th April	LTD
			2001. Report No 08.11459
62033	Kavanagh M	2001	Combined Annual Mineral Exploration Report	TANAMI GOLD NL
			M9092/C137-1995, E80/1512, E80/1993 And E80/1994
			Balwina Project (Formally Balwina Joint Venture and
			Oasis Joint Venture Reports) For Period 1 January to 31
			December 2000.
61948	Kavanagh M	2001	Combined Annual Mineral Exploration Report	TANAMI GOLD NL
			M9092/C136-1995 E80/1513, E80/1514, E80/1515,
			E80/1516, E80/1518, E80/1526, E80/1735, E80/1995
			For Period 1 January to 31 December 2000.
61947	Kavanagh M	2001	Afghan (JV) Project, Annual Report for The Period 1st	TANAMI GOLD NL
			January 2000 Toi 31st December 2000, E80/1802,
			2004, 2005, 2214, 2391 & 2528. [C119/2002]
61923	Boddington T	2001	Sixth Annual Exploration Report Larranganni Group	GLENGARRY RESOURCES NL
			Tenements (E80/1905, 1965, 1976, 1986, 2036, 2037,
			2091) For the Period 1 January 2000 to 31 December
			2000. Report No: TJVl006 (Billiluna 1:250,000 Sheet Se
			52-14).

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==> picture [157 x 47] intentionally omitted <==

A-Number	Author	Date	Title	COMPANY/OPERATOR
78115	Kavanagh M	2000	Application For Extension of Term, Exploration Licence	TANAMI GOLD NL
			E80/1518, Schultz Cairn
74392	Kavanagh M	2000	Application For Extension of Term, E80/1515 Billiluna	TANAMI GOLD NL
			East.
61359	Rowsell K	2000	Seventh Annual Report for Exploration for Balwina Joint	ANGLOGOLD AUSTRALASIA
			Venture Licence E80/1481. Year Ending 4th October	LTD
			2000. Report No. 08.10966
61223	Rowsell K	2000	Annual Report, Balwina (JV) Project, E80/1936, For the	ANGLOGOLD AUSTRALASIA
			Year Ending 22nd August 2000.	LTD
60647	Rowsell K	2000	Sixth Annual Report for Billiluna JV E80/1737-1738 And	ANGLOGOLD AUSTRALASIA
			E80/1677-1679 Period 01/05/1999 To 30/04/2000	LTD
			Report No. 08.10923
60524	Rowsell K	2000	Annual Report for Exploration Licences E80/1482-1484,	ANGLOGOLD AUSTRALASIA
			Bramall Hills Project Year Ending 15/04/2000. Report	LTD
			No 08.10926.
59946	Jones R O	2000	Combined Annual Mineral Exploration Report	TANAMI GOLD NL
			M9092/C137-1995 E80/1993 And E80/1994 Balwina
			Joint Venture for Period 01 January 1999 to 31
			December 1999
59945	Jones R O	2000	1999 Annual Mineral Exploration Report M9092/C137-	TANAMI GOLD NL
			1995, E80/1512, Oasis Joint Venture for The Period
			01/01/1999 To 31/12/1999.
59944	Jones R O	2000	Combined Annual Mineral Exploration Report	TANAMI GOLD NL
			M9092/C136-1995 E80/1513, E80/1514, E80/1515,
			E80/1516, E80/1518, E80/1526, E80/1735, E80/1995,
			For Period 01/01/1999 To 31/12/1999
59885	Doust G	2000	Afghan Project, Annual Report for the period	GLENGARRY RESOURCES NL
			01/01/1999 To 31/12/1999, E80/946, 948, 1802, 2004-
			2005, 2214a, 2391a, & 2528a.
59884	Doust G	2000	Fifth Annual Exploration Report Larranganni Group	GLENGARRY RESOURCES NL
			Tenements E80/1905,1965,1976,1986,2036,2037,2091
			Due 21/02/2000 For the Period 01/01/1999 To
			31/12/1999 Report No. TJVl005 Billiluna 1:250,000
			Sheet Se52-14
59687	Hogarth P J	2000	Afghan (JV) Project, Exploration Licences 80/946,948,	GLENGARRY RESOURCES NL
			Tanami-Granites Region, Western Australia, Final
			Report for The Period 20/08/1990 To 19/08/1999.
59359	Rowsell K	1999	Sixth Annual Report for Exploration for Balwina Joint	ACACIA RESOURCES LTD
			Venture Licence E80/1481, Year Ending 4th October
			1999, Volume 1 Of 1, Text and Figures
59123	Large P	1999	Balwina Project, Annual Report for The Year Ending	ACACIA RESOURCES LTD
			22/08/1999, E80/1936-1939.
59122	Large P	1999	Final Report Balwina Joint Venture Project Exploration	ACACIA RESOURCES LTD
			Licence El80/1937-1939 23/08/94 - 22/10/99
58382	Kendall B	1999	Acacia Annual Report for Billiluna JV E80/1737,1738,	ACACIA RESOURCES LTD
			1677-1679 For the Period 1/5/1998 To 30/04/1999
58315	Large P	1999	Bramall Hills Project, Partial Surrender Report for The	ACACIA RESOURCES LTD
			Period 16/04/1992 To 15/04/1999, E80/1482-1484.
			[C119/2002]
58313	Large P; Sinclair J	1999	Bramall Hills Project Year Ending 15/04/1999	ACACIA RESOURCES LTD
			Exploration Licence E80/1482-1484
58251	Dickie M	1999	Surrender Report E80/2018, 2019, 2094, 2095 For	GEOGRAPHE RESOURCES
			Period 28/11/1994 To 04/02/1999 (Selby Range	LTD
			Project).
58083	Sinclair J	1999	Year 5 Relinquishment Report for Billiluna JV E80/1677-	ACACIA RESOURCES LTD
			1679 Period 15/03/94 - 14/03/99 E80/1738 Period
			09/05/94 - 08/05/99
57538	Doust G	1999	Fourth Annual Exploration, Larranganni Group	GLENGARRY RESOURCES NL
			Tenements E80/1905,1965,1976,1986,2036-2037,2091
			For the Period 01/01/1998 To 31/12/1998
57520	Doust G	1999	Fourth Annual Exploration Report Afghan Group	GLENGARRY RESOURCES NL
			Tenements. E80/946,948,1802,2004,2005,2214,2391.
			Period 01/01/98-31/12/98.

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==> picture [157 x 47] intentionally omitted <==

A-Number	Author	Date	Title	COMPANY/OPERATOR
57422	Jones R O	1999	Annual Mineral Exploration Report M9092/C137-1995,	TANAMI GOLD NL
			E80/1512 Oasis Joint Venture for Period 01/01/98 -
			31/12/98
57421	Jones R O	1999	Tanami Gold NL Combined Annual Mineral Exploration	TANAMI GOLD NL
			Report E80/1993-1994, For the Period 01/01/1998 To
			31/12/1998
57418	Jones R O	1999	Combined Annual Mineral Exploration Report E80/1513-	TANAMI GOLD NL
			1516,1518,1526,1535,1995 For the Period 01/01/1998
			To 31/12/1998
56788	Kavanagh M	1998	Billiluna Central - E80/1514 12/1993 - 11/1993	TANAMI GOLD NL
56787	Kavanagh M	1998	Billiluna East - E80/1515 12/1993 - 11/1998	TANAMI GOLD NL
56619	Sinclair J	1998	Balwina Joint Venture Licence: E80/1481 Year Ended:	ACACIA RESOURCES LTD
			04/10/1998
56206	Sinclair J	1998	Balwina (JV) Project, E80/1936-1939, For the Year	ACACIA RESOURCES LTD
			Ending 22/08/1998.
56090	Jones R; Kavanagh M	1998	Partial Surrender E80/1516 Billiluna North for Period To	TANAMI GOLD NL
			19 August 1998.
56089	Jones R; Kavanagh M	1998	Partial Surrender E80/1513 Billiluna West for Period To	TANAMI GOLD NL
			19 August 1998
55862	Kavanagh M	1998	E80/1516 08/1993 - 08/1998	TANAMI GOLD NL
55861	Kavanagh M	1998	E80/1513 08/1993 - 08/1998	TANAMI GOLD NL
55245	Robertson B	1998	Partial Surrender Report E80/2018 Selby Range	GEOGRAPHE RESOURCES
			Tenements 27/11/97-27/05/98.	LTD
55100	Kendall B	1998	Billiluna (JV) Annual Report for The Period 01/05/1997	ACACIA RESOURCES LTD
			To 30/04/1998, E80/1677-1679 & 1737-1738.
54982	Tornatora P	1998	Annual Report for Exploration Licences 80/1482-1484	ACACIA RESOURCES LTD
			Bramall Hills Project for The Year Ending 15/04/98
54329	Hogarth P J	1998	Selby Hills Project, Final Surrender Report Exploration	GLENGARRY MINING NL
			Licence: 80/2006 For the Period 03/01/1995 -
			12/12/1997.
53883	Doust G	1998	Afghan project, - E80/946, 948, 1802, 2004, 2005,	GLENGARRY RESOURCES NL
			01/01/1997 - 31/12/1997 Third Annual Exploration
			Report
53882	Doust G	1998	Annual Report, Balwina Project, E80/1512, 1993, 1994,	GLENGARRY RESOURCES NL
			1995, For the Period 01/01/1997 - 31/12/1997
53881	Doust G	1998	Third Annual Exploration Report Larranganni Group	GLENGARRY RESOURCES NL
			Tenements (E80/1905,1965,1976,1986,2036,2037,2091)
			For the Period 01/01/97-31/12/97 Report No: TGJVl003
53597	Maxlow J	1998	Combined Annual Mineral Exploration Report M9092	TANAMI GOLD NL
			E80/1513 E80/1515 E80/1526 E80/1537 E80/1966 For
			Period 01/01/97-31/12/97
53596	Maxlow J	1998	Combined Annual Mineral Exploration Report M9092	TANAMI GOLD NL
			E80/1514 E80/1516 E80/1518 E80/1735 For Period
			01/01/97-31/12/97
53429	Dickie M; Robertson B	1998	Annual Report E80/2018, 2019, 2094, 2095 Selby Range	GEOGRAPHE RESOURCES
			Tenements 28/11/96-27/11/97	LTD
52984	Maxlow J	1997	Billiluna Gap Project, Final Surrender Report for The	TANAMI GOLD NL
			Period 20th October 1994 to 14th October 1997,
			E80/1966.
52983	Maxlow J	1997	Aitchison Creek Project, Final Surrender Report for The	TANAMI GOLD NL
			Period 12th October 1993 to 11th October 1997,
			E80/1537.
52933	Sinclair J	1997	Fourth Annual Report for Exploration. Balwina Joint	ACACIA RESOURCES LTD
			Venture Licence: E80/1481 Year Ending: 04/10/97
52515	Sinclair J	1997	Balwina Project, Annual Report, E80/1936-E80/1939,	ACACIA RESOURCES LTD
			For the Year Ending 22 August 1997.
51770	Cameron G	1997	Brammall Hills Project, Partial Surrender Report for The	ACACIA RESOURCES LTD
			Period 16th April 1992 to 15th April 1997, E80/1482,
			1483 & 1484.
51494	Kendall B	1997	Third Annual Report for Billiluna Joint Venture E80/1737	ACACIA RESOURCES LTD
			E80/1737 And E80/1677 To E80/1679 Period 01/05/96
			To 30/04/97 Report No. 08.8765

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A-Number	Author	Date	Title	COMPANY/OPERATOR
50348	Dickie M	1997	Tanami Project, Annual Report 28/11/1995-27/11/1996,	GEOGRAPHE RESOURCES
			Selby Range Tenements E80/2018, 2019, 2094, 2095.	LTD
50284	Doust G	1997	Second Annual Exploration Report Larranganni Group	GLENGARRY RESOURCES NL
			Tenements E80/1905 E80/1965 E80/1976 E80/1986
			E80/2036 E80/2037 E80/2091 For the Period 1 January
			1996 to 31 December 1996 Report No. TgJVl002
50283	Doust G	1997	Annual Report, Balwina Project, E80/1512 E80/1993	GLENGARRY RESOURCES NL
			E80/1994 E80/1995, For the Period 1st January 1996 to
			31st December 1996. Report No. TgJVb002
50282	Doust G	1997	Second Annual Exploration Report, Afghan Project,	GLENGARRY RESOURCES NL
			E80/946 E80/948 E80/1802 E80/2004 E80/2005 &
			E80/2006 For the Period 1st January 1996 to 31st
			December 1996.
50045	Maxlow J	1997	Combined Annual Mineral Exploration Report E80/1514	TANAMI GOLD NL
			E80/1516 E80/1518 E80/1735 For Period 1 January
			1996 to 31 December 1996
50031	Maxlow J	1997	Combined Annual Mineral Exploration Report E80/1513	TANAMI GOLD NL
			E80/1515 E80/1526 E80/1537 E80/1966 For Period 1
			January 1996 to 31 December 1996
51374	Cameron G	1996	Annual Report, E80/01482 E80/1483 And E80/1484	ACACIA RESOURCES LTD
			Bramall Hills Project for The Year Ending 15th April
			1997
49605	Innes L	1996	Balwina Joint Venture Third Annual Report for	ACACIA RESOURCES LTD
			Exploration Licence E80/1481 Report No. 08.07770
49134	Innes L	1996	Balwina Project, Annual Report, E80/1936 E80/1937	ACACIA RESOURCES LTD
			E80/1938 E80/1939, For the Year Ending 23rd August
			1996.
48335	Kavanagh M	1996	Aitchison Creek Project, Partial Surrender Report for	TANAMI GOLD NL
			Period To 11th October 1995, E80/1537.
48081	Sewell D	1996	Fourth Annual Report for Exploration Licences E80/1482	ACACIA RESOURCES LTD
			E80/1483 And E80/1484 Bramall Hills Project Year
			Ending 15th April 1996
47468	Doust G	1996	First Annual Exploration Report Larranganni Group	GLENGARRY RESOURCES NL
			Tenements E80/1905 E80/1965 E80/1976 E80/1986
			E80/2036 E80/2037 For the Period 1 January 1995 to
			31 December 1995 Report No. TgJVl001
47467	Doust G	1996	First Annual Exploration Report, Afghan Project,	GLENGARRY RESOURCES NL
			E80/946 E80/948 E80/1802 E80/2004 E80/2005
			E80/2006, For the Period 1 January 1995 to 31
			December 1995.
47466	Doust G	1996	First Annual Exploration Report Balwina Project,	GLENGARRY RESOURCES NL
			E80/1512 E80/1993 E80/1994 E80/1995, For the Period
			1st January 1995 to 31st December 1995. Report No.
			TgJVb01
47120	Kehal H	1996	Combined Annual Mineral Exploration Report E80/1514	TANAMI GOLD NL
			E80/1516 E80/1518 E80/1735 For Period 1 January
			1995 to 31 December 1995 (Slatey Creek Project)
47119	Kehal H	1996	Combined Annual Mineral Exploration Report E80/1513	TANAMI GOLD NL
			E80/1515 E80/1526 E80/1537 E80/1966 For Period 1
			January to 31 December 1995
47758	Hutchison N	1995	Annual Report, Billiluna Project, E80/1677 To E80/1679	COVE MINING NL
			E80/1737 And E80/1738 For the Period 1st May 1996 To
			30th April 1996.
46786	Dickie M R	1995	Tanami Project, Annual Report, For the Period	GEOGRAPHE RESOURCES
			28/11/1994 - 27/11/1995, E80/2018-2024.	LTD
46008	Sampson D B	1995	Final Surrender Report for Period 23/01/95-12/10/95,	AURORA GOLD LTD
			Nelligan East Project, E80/1963.
46007	Sewell D	1995	Balwina Joint Venture Second Annual Report for	ACACIA RESOURCES LTD
			Exploration Licence E80/1481 Report No. 08.7753
			(Tanami 10/94 To 10/95)
45700	Maxlow J	1995	First Annual Report for Year Ending 22 August 1995,	LODE RESOURCES NL
			1994 - 95, Balwina Project, E80/1936, E80/1937,
			E80/1938, E80/1939.

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A-Number	Author	Date	Title	COMPANY/OPERATOR
45552		1995	Technical Report West Tanami Project Exploration	PRECIOUS METALS AUST
			Licence 80/1512 Period: July 1994 to July 1995	LTD
45255	Hutchison N	1995	1995 Annual Report Billiluna Project El 80/1738 -	ZAPOPAN NL
			Bramall Tanami Region - Western Australia
44689	Sewell D	1995	Annual Report for Exploration Licences 1482,1483 &	ACACIA RESOURCES LTD
			1484, Bramall Hills Project for The Period 16 April 1994
			to 15 April 1995.
43998	Doust G	1995	Annual Report For 1994: Period 1st January 1994 to	GLENGARRY MINING NL
			31st December 1994, Afghan (JV) Project, E80/946
			E80/948 & E80/1802.
42767	Sewell D	1994	First Annual Report for Exploration Licence E80/1481	ACACIA RESOURCES LTD
			Report No. 08.7280 (10/93 To 10/94)
45256	Craven B	1994	Annual Report for The Period 01/03/1994 To	COVE MINING NL
			01/03/1995, Goyder and Dowler Billiluna Project:
			Aeromagnetic Survey Interpretation.
43533	Craven B	1994	Non-Statutory Report: Goyder and Dowler Billiluna	MR GOYDER TRB
			Project: -Aeromagnetic Processing and Interpretation
			Interim Report, December 1994.
43076	Kavanagh M E	1994	Annual Report E80/1518 Schultz Cairn (12/93 To 12/94)	TANAMI GOLD NL
43075	Kavanagh M E	1994	Annual Report E80/1515 Billiluna East (01/94 To 12/94)	TANAMI GOLD NL
43074	Kavanagh M E	1994	Annual Report E80/1514 Billiluna Central (01/94 To	TANAMI GOLD NL
			12/94)
42931	Kwiecien B S	1994	Surrender Report on E80/938, 940, 945 For the Period	PERILYA MINES NL
			Ending 6 August 1994 and Partial Surrender Report of
			E80/946 And 948 For the Period Ending 19 August
			1994; Billiluna Project.
42751	Kavanagh M E	1994	Lewis Range Project, Annual Report for The Period	TANAMI GOLD NL
			12/10/1993 To 11/10/1994, E80/1537.
42748	Sewell D	1994	Bramall Hills Project, Final Surrender Report for Period	ACACIA RESOURCES LTD
			Ending 28/06/1994, E80/1485 & 1486.
42365	Kavanagh M	1994	Billiluna North Project, Annual Report for the period	TANAMI GOLD NL
			01/08/1993 To 01/08/1994, E80/1516.
42364	Kavanagh M	1994	Billiluna West Project, Annual Report for The Period	TANAMI GOLD NL
			01/08/1993 To 01/08/1994, E80/1513.
42158	Sampson D B	1994	Annual Report for The Period 28/07/93-27/07/94 West	AURORA GOLD LTD
			Tanami Project E80/1512
41668	Maynard A	1994	Annual Report to W.A. Department of Minerals and	CAPRICORN RESOURCES
			Energy for Exploration Licence 80/1360, Reporting	AUST NL
			Period: 24/01/92 To 23/01/94
41667	Maynard A	1994	(Partial) Surrender Report to W.A. Department of	CAPRICORN RESOURCES
			Minerals and Energy for Exploration Licence 80/1360,	AUST NL
			Reporting Period: 24/01/93 To 23/01/94.
41445	Williamson G L	1994	Annual Report for The Period April 1993-April 1994,	BILLITON AUSTRALIA PTY
			Bramall Hills Project, E80/1482 E80/1483 E80/1484	LTD
			E80/1485 E80/1486
40400	Castleden N	1994	Annual Report Detailing Exploration on The	PERILYA MINES NL
			Surrendered Portion of E80/946, E80/948 Billiluna
			Project, For the Period From 1st January 14990 To 31st
			December 1993
40399	Castleden N	1994	Annual Report for The Period 01/01/93-31/12/93,	PERILYA MINES NL
			Billiluna Project, E80/938 E80/940 E80/945 E80/946
			E80/948 & E80/958.
38462	Harley B	1993	Annual Report for The Period 04/92-04/93, Bramall Hill	BILLITON AUSTRALIA PTY
			Project, E80/1482-1486.	LTD
38293	Bennett M R	1993	Annual Report for The Billiluna Project. E80/1271 To	GEOPEKO
			1274, 80/1308 & 80/1373. For The Period March 1992
			to March 1993
37764	Groves I M	1993	Annual Report for The Period 01/01/92 To 31/12/92,	PERILYA MINES NL
			Billiluna Project, E80/938 E80/940 E80/945 E80/946
			E80/948 & E80/958.
35450	Bennett M R;	1992	Annual Report for The Billiluna Project. Els 80/1271,	GEOPEKO
	McInerny P M		1272, 1273, 1274 And Els 80/1308 & 1373. For The
			Period March 1991 to March 1992

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A-Number	Author	Date	Title	COMPANY/OPERATOR
35230	Bennett M R	1992	Billiluna Project, Annual Report for The Period	GEOPEKO
			001/03/1990 To 01/03/1991, E80/1271-1274, 1308 &
			1373.
35161	Groves I M; Robinson	1992	Billiluna Project, Surrender/Partial Surrender Report	PERILYA MINES NL
	P C		(Exploration To 06/08/91), E80/936.........E80/1392.
35150	Groves I M	1992	Billiluna Project, Annual Report for The Period Ending	PERILYA MINES NL
			31st December 1991, E80/935-948, 955-958, 994, 995,
			1043, 1140, & 1391-1392.

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10 Definitions – From the VALMIN Code 2015 Edition

Code Principles means the fundamental principles of the VALMIN Code, which are Competence, Materiality and Transparency. Commissioning Entity is the organisation, company or person that commissions a Public Report.

Competence or being Competent requires that the Public Report be based on work that is the responsibility of suitably qualified and experienced persons who are subject to an enforceable professional Code of Ethics.

Effective Date means the date upon which the Technical Assessment or Valuation is considered to take effect. This may be different from the Valuation Date or the date upon which an event (such as preparation, transaction, or site visit) actually occurred or is recorded.
Independence or being Independent requires that there is no present or contingent interest in the Assets, nor is there any association with the Commissioning Entity or related parties that is likely to lead to bias.
Independent Expert Report means a Public Report as may be required by the Corporations Act, the Listing Rules of the ASX or other security exchanges prepared by a Practitioner who is acknowledged as being independent of the Commissioning Entity.
Market Value means the estimated amount of money (or the cash equivalent of some other consideration) for which the Mineral Asset should exchange on the date of Valuation between a willing buyer and a willing seller in an arm’s length transaction after appropriate marketing wherein the parties each acted knowledgeably, prudently and without compulsion.
Materiality or being Material requires that a Public Report contains all the relevant information that investors and their professional advisors would reasonably require, and reasonably expect to find in the report, for the purpose of making a reasoned and balanced judgement regarding the Technical Assessment or Mineral Asset Valuation being reported. Where relevant information is not supplied, an explanation must be provided to justify its exclusion.
Mineral Asset means all property including (but not limited to) tangible property, intellectual property, mining and exploration Tenure and other rights held or acquired in connection with the exploration, development of and production from those Tenures. This may include the plant, equipment and infrastructure owned or acquired for the development, extraction, and processing of Minerals in connection with that Tenure.

Most Mineral Assets can be classified as either:

(a) Early-stage Exploration Projects – Tenure holdings where mineralisation may or may not have been identified, but where Mineral Resources have not been identified;
(b) Advanced Exploration Projects – Tenure holdings where considerable exploration has been undertaken and specific targets identified that warrant further detailed evaluation, usually by drill testing, trenching or some other form of detailed geological sampling. A Mineral Resource estimate may or may not have been made, but sufficient work will have been undertaken on at least one prospect to provide both a good understanding of the type of mineralisation present and encouragement that further work will elevate one or more of the prospects to the Mineral Resources category;
(c) Pre-Development Projects – Tenure holdings where Mineral Resources have been identified and their extent estimated (possibly incompletely), but where a decision to proceed with development has not been made. Properties at the early assessment stage, properties for which a decision has been made not to proceed with development, properties on care and maintenance and properties held on retention titles are included in this category if Mineral Resources have been identified, even if no further work is being undertaken;
(d) Development Projects – Tenure holdings for which a decision has been made to proceed with construction or production or both, but which are not yet commissioned or operating at design levels. Economic viability of Development Projects will be proven by at least a Pre-Feasibility Study;
(e) Production Projects – Tenure holdings – particularly mines, wellfields, and processing plants – that have been commissioned and are in production.
Practitioner is an Expert as defined in the Corporations Act, who prepares a Public Report on a Technical Assessment or Valuation Report for Mineral Assets. This collective term includes Specialists and Securities Experts.
Production Target means a projection or forecast of the amount of Minerals to be extracted from particular Tenure for a period that extends past the current year and the forthcoming year.
Public Report means a report prepared for the purpose of informing investors or potential investors and their advisers when making investment decisions, or to satisfy regulatory requirements. It includes, but is not limited to, Annual Reports, Quarterly Reports, press releases, Information Memoranda, Technical Assessment Reports, Valuation Reports, Independent Expert Reports, website postings and Public Presentations.

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Reasonableness implies that an assessment which is impartial, rational, realistic, and logical in its treatment of the inputs to a Valuation or Technical Assessment has been used, to the extent that another Practitioner with the same information would make a similar Technical Assessment or Valuation.
Reasonable Grounds Requirement has the meaning referred to in sections of the Corporations Act and sections of the Australian Securities and Investments Commission Act 2001 that require statements about future matters to be based on reasonable grounds (as of the date of making the statement) or else they will be taken to be misleading.
Recognised Professional Organisation means any professional organisation listed on the VALMIN website as a Recognised Professional Organisation (refer to www.valmin.org/competent.asp)
Representative Specialists are persons who are the nominated representative(s) of a legally constituted body, and who supervise the preparation of a Public Report and accept responsibility for it on behalf of that body. Representative Specialists are Specialists.
Securities has the meaning as defined in the Corporations Act.
Securities Expert are persons whose profession, reputation or experience provides them with the authority to assess or value Securities in compliance with the requirements of the Corporations Act, ASIC Regulatory Guides and ASX Listing Rules.
Specialists are persons whose profession, reputation, or relevant industry experience in a technical discipline (such as geology, mine engineering or metallurgy) provides them with the authority to assess or value Mineral Assets.
Technical Assessment is an evaluation prepared by a Specialist of the technical aspects of a Mineral Asset. Depending on the development status of the Mineral Asset, a Technical Assessment may include the review of geology, mining methods, metallurgical processes and recoveries, provision of infrastructure and environmental aspects.
Technical Assessment Report involves the Technical Assessment of elements that may affect the economic benefit of a Mineral Asset. Technical Value is an assessment of a Mineral Asset’s future net economic benefit at the Valuation Date under a set of assumptions deemed most appropriate by a Practitioner, excluding any premium or discount to account for market considerations.
Tenure is any form of title, right, licence, permit or lease granted by the responsible government in accordance with its mining legislation that confers on the holder certain rights to explore for and/or extract agreed minerals that may be (or is known to be) contained. Tenure can include third-party ownership of the Minerals (for example, a royalty stream). Tenure and Title have the same connotation as Tenement.
Transparency or being Transparent requires that the reader of a Public Report is provided with sufficient information, the presentation of which is clear and unambiguous, to understand the report and not be misled by this information or by omission of Material information that is known to the Practitioner.
Valuation is the process of determining the monetary Value of a Mineral Asset at a set Valuation Date.
Valuation Approach means a grouping of valuation methods for which there is a common underlying rationale or basis.
Valuation Date means the reference date on which the monetary amount of a Valuation in real (dollars of the day) terms is current. This date could be different from the dates of finalisation of the Public Report or the cut-off date of available data. The Valuation Date and date of finalisation of the Public Report must not be more than 12 months apart.
Valuation Methods means a subset of Valuation Approaches and may represent variations on a common rationale or basis. Valuation Report expresses an opinion as to monetary Value of a Mineral Asset but specifically excludes commentary on the value of any related Securities.

Value means the Market Value of a Mineral Asset.

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11 Glossary – From Valmin Code 2015 Edition

Below are brief descriptions of some terms used in this report. For further information or for terms that

are not described here, please refer to internet sources such as Webmineral www.webmineral.com, Wikipedia www.wikipedia.org, The following terms are taken from the 2015 VALMIN Code.

Annual Report means a document published by public corporations on a yearly basis to provide shareholders, the public and the government with financial data, a summary of ownership and the accounting practices used to prepare the report. Australasian means Australia, New Zealand, Papua New Guinea, and their offshore territories.

Code of Ethics means the Code of Ethics of the relevant Professional Organisation or Recognised Professional Organisations. Corporations Act means the Australian Corporations Act 2001 (Cth).

Experts are persons defined in the Corporations Act whose profession or reputation gives authority to a statement made by him or her in relation to a matter. A Practitioner may be an Expert.

Exploration Results is defined in the current version of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code). Refer to http://www.jorc.org for further information.

Feasibility Study means a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable Modifying Factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate at the time of reporting that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a Pre-feasibility Study.

Financial Reporting Standards means Australian statements of generally accepted accounting practice in the relevant jurisdiction in accordance with the Australian Accounting Standards Board (AASB) and the Corporations Act.

Information Memoranda means documents used in financing of projects detailing the project and financing arrangements. Investment Value means the benefit of an asset to the owner or prospective owner for individual investment or operational objectives.

Life-of-Mine Plan means a design and costing study of an existing or proposed mining operation where all Modifying Factors have been considered in sufficient detail to demonstrate at the time of reporting that extraction is reasonably justified. Such a study should be inclusive of all development and mining activities proposed through to the effective closure of the existing or proposed mining operation.
Member means a person who has been accepted and entitled to the post-nominals associated with the AIG or the AusIMM or both. Alternatively, it may be a person who is a member of a Recognised Professional Organisation included in a list promulgated from time to time.
Mineable means those parts of the mineralised body, both economic and uneconomic, that are extracted or to be extracted during the normal course of mining.
Mine Design means a framework of mining components and processes taking into account mining methods, access to the Mineralisation, personnel, material handling, ventilation, water, power, and other technical requirements spanning commissioning, operation and closure so that mine planning can be undertaken.
Mine Planning includes production planning, scheduling and economic studies within the Mine Design taking into account geological structures and mineralisation, associated infrastructure and constraints, and other relevant aspects that span commissioning, operation, and closure.
Mineral means any naturally occurring material found in or on the Earth’s crust that is either useful to or has a value placed on it by humankind, or both. This excludes hydrocarbons, which are classified as Petroleum.
Mineralisation means any single mineral or combination of minerals occurring in a mass, or deposit, of economic interest. The term is intended to cover all forms in which mineralisation might occur, whether by class of deposit, mode of occurrence, genesis, or composition.
Mineral Project means any exploration, development, or production activity, including a royalty or similar interest in these activities, in respect of Minerals.
Mineral Securities means those Securities issued by a body corporate or an unincorporated body whose business includes exploration, development or extraction and processing of Minerals.
Mineral Resources is defined in the current version of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code). Refer to http://www.jorc.org for further information.

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Mining means all activities related to extraction of Minerals by any method (e.g., quarries, open cast, open cut, solution mining, dredging etc.).

Mining Industry means the business of exploring for, extracting, processing, and marketing Minerals.

Modifying Factors is defined in the current version of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code). Refer to http://www.jorc.org for further information.
Ore Reserves is defined in the current version of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code). Refer to http://www.jorc.org for further information.
Petroleum means any naturally occurring hydrocarbon in a gaseous or liquid state, including coal-based methane, tar sands and oilshale.
Petroleum Resource and Petroleum Reserve are defined in the current version of the Petroleum Resources Management System (PRMS) published by the Society of Petroleum Engineers, the American Association of Petroleum Geologists, the World Petroleum Council, and the Society of Petroleum Evaluation Engineers. Refer to http://www.spe.org for further information.
Preliminary Feasibility Study (Pre-Feasibility Study ) means a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the Modifying Factors and the evaluation of any other relevant factors that are sufficient for a Competent Person, acting reasonably, to determine if all or part of the Mineral Resources may be converted to an Ore Reserve at the time of reporting. A Pre-Feasibility Study is at a lower confidence level than a Feasibility Study.
Professional Organisation means a self-regulating body, such as one of engineers or geoscientists or of both, that:
(a) admits members primarily on the basis of their academic qualifications and professional experience;
(b) requires compliance with professional standards of expertise and behaviour according to a Code of Ethics established by the organisation; and
(c) has enforceable disciplinary powers, including that of suspension or expulsion of a member, should its Code of Ethics be breached.
Public Presentation means the process of presenting a topic or project to a public audience. It may include, but not be limited to, a demonstration, lecture or speech meant to inform, persuade, or build good will.
Quarterly Report means a document published by public corporations on a quarterly basis to provide shareholders, the public and the government with financial data, a summary of ownership and the accounting practices used to prepare the report.
Royalty or Royalty Interest means the amount of benefit accruing to the royalty owner from the royalty share of production. Scoping Study means 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.
Status in relation to Tenure means an assessment of the security of title to the Tenure.
Vendor Consideration Opinion means a Public Report involving a Valuation and expressing an opinion on the fairness of the consideration paid or benefit given to a vendor, promoter, or provider of seed capital.

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Appendix 1 Drilling Summaries

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
AAR001	425735	7821968	-60	220	10	15	50	5	0.13
AAR001					45	50		5	0.10	EOH
AAR002	425749	7821985	-60	220	15	25	70	10	0.13
AAR003	425696	7821998	-60	220	0	4	50	4	0.55
AAR003					15	20		5	0.11
AAR003					28	38		10	0.31
AAR003					39	45		6	0.68	including 1m at 1.6 g/t Au
AAR004	425712	7822016	-60	220	15	16	70	1	0.33
AAR004					17	20		3	1.20	including 1m at 2.8 g/t Au
AAR004					50	55		5	0.13
AAR004					60	65		5	0.10
AAR005	425674	7822048	-60	220	5	10	60	5	0.19
AAR005					30	40		10	0.14
AAR005					50	55		5	0.18
AAR006	425621	7822060	-60	220	43	45	54	2	0.61	including 1m at 1.1 g/t Au
AAR007	425640	7822083	-60	220	26	27	80	1	0.23
AAR007					27	28		1	0.26
AAR007					30	35		5	0.24
AAR007					45	50		5	0.13
AAR007					61	62		1	0.57
AAR007					64	65		1	0.13
AAR007					75	80		5	0.10	EOH
AAR008	425568	7822073	-60	220	40	45	70	5	0.18
ABB001	423681	7821224	-60	220	21	22	34	1	0.46
ABB001					25	26		1	0.16
ABB002	423742	7821140	-60	220	23	24	30	1	0.32
ABB003	423758	7821160	-60	220	32	33	41	1	0.14
ABB003					35	38		3	0.35
ABB004	423774	7821179	-60	220	6	7	37	1	0.11
ABB010	424005	7820985	-60	220	5	12	50	7	0.32
ABB010					15	18		3	0.17
ABB010					20	23		3	0.26
ABB010					24	25		1	0.10
ABB010					26	30		4	0.18
ABB010					32	33		1	0.46
ABB010					36	38		2	0.14
ABB011	424021	7821004	-60	220	31	32	50	1	0.13
ABB011					41	44		3	0.26
ABB012	424037	7821024	-60	220	19	20	47	1	0.79
ABB012					38	44		6	0.46
ABB016	423916	7821191	-60	220	47	48	50	1	0.18

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Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t
ABB016					49	50		1	0.32	EOH
ABB025	424170	7821338	-60	220	15	24	25	9	0.64	including 1m at 3.6 g/t Au
ABB026	424186	7821358	-60	220	2	7	36	5	0.63	including 1m at 1.1 g/t Au
ABB027	424203	7821377	-60	220	17	19	30	2	1.12
ABB027					24	25		1	0.54
ABB028	424225	7821325	-60	220	27	28	36	1	0.42
ABB030	424263	7821293	-60	220	4	10	50	6	0.25
ABB031	424280	7821312	-60	220	33	34	50	1	0.28
ABB032	423989	7820966	-60	220	19	20	50	1	0.13
ABB033	423642	7820864	-60	220	20	21	50	1	0.20
ABB034	423658	7820884	-60	220	17	19	46	2	0.94	including 1m at 1.7 g/t Au
ABB034					26	33		7	0.14
ABB034					38	39		1	0.13
ABB035	423674	7820903	-60	220	33	44	44	11	0.51	including 1m at 1.06 g/t Au EOH
ABB036	423022	7821220	-60	220	25	43	44	18	0.42	including 2m at 1.04 g/t Au
ABB037	423038	7821239	-60	220	4	5	36	1	0.13
ABB037					9	16		7	0.25
ABB037					21	35		14	0.24
ABB038	423055	7821258	-60	220	21	29	33	8	0.42	including 1m at 1 g/t Au
ABB042	423192	7821110	-60	220	15	16	24	1	0.29
ABB044	423225	7821149	-60	220	23	26	31	3	0.45
ABB045	423212	7821290	-60	220	38	41	42	3	0.65	including 1m at 1.1 g/t Au
ABB049	422783	7820791	-60	180	4	10	50	6	0.64	including 2m at 1.14 g/t Au
ABB050	422783	7820816	-60	180	22	23	28	1	0.22
ACR001	424183	7821291	-60	180	25	30	50	5	0.25
ACR003	424183	7821341	-60	180	34	39	50	5	0.92	including 3m at 1.37 g/t Au
ACR003					40	45		5	0.11
ACR004	424083	7821291	-60	180	21	24	50	3	0.38
ACR007	424033	7821266	-60	180	5	10	45	5	0.13
ACR008	424033	7821291	-60	180	16	26	50	10	0.28
ACR008					27	34		7	0.40	including 1m at 1.3 g/t Au
ACR009	423983	7821191	-60	180	5	10	30	5	0.16
ACR010	423983	7821216	-60	180	15	20	50	5	0.26
ACR011	423983	7821241	-60	180	20	25	50	5	0.11
ACR012	423983	7821266	-60	180	13	14	64	1	1.63
ACR012					35	40		5	0.15
ACR013	423983	7821291	-60	180	20	30	66	10	0.10
ACR013					41	50		9	1.27	including 3m at 2.9 g/t Au
ACR013					52	66		14	0.62	including 2m at 1.56 g/t Au EOH
ACR014	423933	7821286	-60	180	39	41	66	2	0.27

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Hole	East	North	Dip (o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
ACR014					43	48		5	1.17	including 2m at 2.55 g/t Au
ACR014					49	50		1	0.16
ACR014					51	54		3	0.39
ACR014					57	61		4	3.01	including 2m at 5.42 g/t Au
ACR014					64	66		2	0.25	EOH
ACR015	423883	7821191	-60	180	0	5	24	5	0.12
ACR015					15	17		2	3.75
ACR016	423883	7821216	-60	180	0	5	38	5	0.12
ACR017	423883	7821241	-60	180	20	25	48	5	0.27
ACR017					31	37		6	0.42
ACR017					32	33		1	0.49
ACR017					33	34		1	0.13
ACR017					34	35		1	0.59
ACR017					35	36		1	0.52
ACR017					36	37		1	0.18
ACR017					42	45		3	1.92
ACR019	423883	7821291	-60	180	70	79	79	9	0.18	EOH
ACRB209	424333	7821326	-90	0	9	18	20	9	0.13
AFG002	423981	7821193	-60.5	166	4	14	300	10	1.65	including 6m at 2.53 g/t Au
AFG002					66	70		4	0.26
AFG002					190	192		2	0.15
AFG002					194	198		4	0.57
AFG002					204	208		4	0.42
AFG003	423936	7821338	-60.5	166	70	72		2	0.17
AFG003					78	80		2	0.11
AFG003					94	96		2	0.73
AFG004	424153	7821398	-58.3	167	112	118	288	6	0.17
AFG005	424752	7821436	-59.5	169	40	42	300	2	1.97
AFG005					44	46		2	0.21
AFG005					96	98		2	0.19
AFG005					136	138		2	3.49
AFG006	424712	7821590	-59.6	170	58	60	300	2	0.30
AFG006					112	114		2	0.11
AFG006					152	154		2	0.11
AFG006					160	162		2	0.11
AFG006					164	166		2	0.22
AFG006					172	176		4	0.19
AFG006					180	182		2	0.19
AFG007	425293	7821785	-59.9	166	22	24	300	2	0.12
AFG007					30	32		2	1.05
AFG007					50	52		2	0.10
AFG007					196	198		2	0.18
AFG007					296	298		2	0.21

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Hole	East	North	Dip (o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t
AFG008	425629	7822125	-59.4	167	2	4	204	2	0.12
AFG008					102	110		8	0.39
AFG008					112	114		2	0.10
AFG008					116	126		10	0.42	including 2m at 1.32 g/t Au
AFG008					140	142		2	0.18
AFG008					144	146		2	0.24
AFG008					152	156		4	0.23
AFG008					178	180		2	0.17
BCB004	442118	7791189	-60	203	6	9	64	3	0.31
BCB004					31	34		3	0.23
BCB004					38	39		1	0.24
BCB004					59	64		5	0.32	EOH
BCB006	441948	7791236	-60	180	33	36	36	3	0.28	EOH
BCB007	441948	7791264	-60	180	15	21	28	6	0.21
BCB007					22	24		2	0.16
BCB008	441948	7791284	-60	180	0	4	49	4	0.15
BCB008					6	10		4	0.19
BCB009	441948	7791312	-60	180	15	20	42	5	0.15
BCB010	441948	7791332	-60	180	5	10	31	5	0.13
BCB010					15	20		5	0.89	including 2m at 1.38 g/t Au
BCB027	442193	7791136	-60	180	3	5	56	2	0.19
BCB027					6	8		2	0.12
BCB027					9	10		1	0.25
BCB027					20	25		5	0.10
BCB028	442193	7791161	-60	180	34	38	49	4	0.98	including 1m at 3.08 g/t Au
BCB028					40	44		4	1.58	including 2m at 2.7 g/t Au
BCB030	442193	7791311	-60	180	39	41	49	2	0.69
BCB030					42	44		2	0.51
BCB035	441816	7791314	-60	224	0	5	50	5	0.12
BCB036	441834	7791334	-60	224	0	1	50	1	1.18
BCB036					12	16		4	1.99	including 2m at 3.68 g/t Au
BCB036					20	21		1	0.13
BCB036					28	29		1	0.10
BCB036					34	39		5	0.17
BCB036					43	50		7	0.24	EOH
BCB037	441851	7791354	-60	224	0	1	50	1	0.41
BCB037					4	5		1	0.17
BCB037					6	23		17	0.46	including 1m 4.25 g/t Au
BCB037					26	29		3	0.13
BCB037					37	38		1	0.11
BCB037					39	40		1	0.12
BCB037					41	42		1	0.40

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Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
BCB037					43	44		1	0.19
BCB037					45	50		5	0.55	including 1m at 1.17 g/t Au EOH
BCB038	441869	7791374	-60	224	0	1	50	1	0.20
BCB038					3	4		1	0.11
BCB038					14	17		3	0.15
BCB038					18	21		3	0.14
BCB038					22	25		3	0.19
BCB038					38	39		1	0.17
BCB038					40	44		4	0.31
BCB039	441819	7791382	-90	0	0	1	66	1	0.12
BCB039					3	4		1	0.22
BCB039					18	19		1	0.14
BCB039					20	21		1	0.13
BCB039					22	42		20	0.75	including 2m at 3.58 g/t Au
BCB039					43	50		7	0.33
BCB039					51	53		2	0.11
BCB039					54	56		2	0.20
BCB039					57	66		9	0.30	including 1m at 1.06 g/t Au EOH
BCB040	441805	7791366	-90	0	0	14	60	14	0.95	including 1m at 7.18 g/t Au
BCB040					15	19		4	0.18
BCB040					23	37		14	0.61	including 1m at 3.06 g/t Au
BCB041	441833	7791398	-90	0	34	36	56	2	0.21
BCB041					39	40		1	0.14
BCB041					43	50		7	0.51	including 1m at 2.54 g/t Au
BCB043	441789	7791430	-90	0	36	41	70	5	0.19
										including 1m at 3.28
BCB043					42	63		21	0.60	g/t Au and 1m at
										1.95 g/t Au
BCB043					64	65		1	0.14
BCR032	442118	7791165	-60	184	14	20	69	6	0.29
BCR032					35	36		1	0.24
BCR032					37	38		1	0.33
BCR032					39	40		1	1.08
BCR033	442098	7791155	-60	181	15	16	51	1	0.13
BCR033					17	19		2	0.25
BCR033					23	28		5	0.18
BCR033					29	31		2	0.21
BCR033					33	39		6	1.30	including 2m at 2.85 g/t Au
BCR034	442098	7791180	-60	181	35	37	72	2	0.61
BCR045	441758	7791529	-90	0	35	40	120	5	0.32
BEB012	441133	7804216	-90	0	13	15	20	2	0.65
BGAR0011	488034	7792336	-60	0	57	58	99	1	0.14
BGAR0013	488034	7792256	-60	0	89	90	102	1	0.20

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
BL094	474926	7795238	-90	0	28	36	36	8	0.12	EOH
BLAC0187	423633	7819416	-60	0	4	5	47	1	0.11
BLRB0391	440333	7789866	-90	0	23	27	56	4	0.21
BLRB0393	440133	7790166	-90	0	34	38	72	4	0.17
BLRB0402	462300	7790100	-90	0	39	42	53	3	0.16
BLRB0404	462100	7790500	-90	0	18	21	99	3	0.22
BLRB0404					84	87		3	0.25
BLRB0423	460900	7790500	-90	0	33	36	57	3	0.19
BLRB0423					45	48		3	0.25
BLRB0429	462100	7790700	-90	0	30	33	51	3	0.17
BLRB0429					33	36		3	0.42
BLRB0429					36	39		3	0.22
BLRB0429					39	42		3	0.37
BLRB0429					42	45		3	0.35
BLRB0429					45	48		3	0.15
BNB004	437733	7807041	-60	180	8	9	50	1	0.61
BNB006	437733	7807091	-60	180	45	46	49	1	0.42
BNB006					48	49		1	0.10	EOH
BRB024_TD	450758	7793716	-60	270	25	26	50	1	0.13
BRB024_TD					28	29		1	0.13
BRB024_TD					29	30		1	0.14
BRB024_TD					30	31		1	0.10
BRB024_TD					32	34		2	0.16
BRB028_TD	450683	7793916	-60	270	20	25	50	5	0.11
BRB031_TD	450783	7793916	-60	270	15	20	50	5	0.13
BRB031_TD					30	35		5	0.16
BRB031_TD					40	45		5	0.10
BRB038_TD	450808	7793816	-60	270	15	20	50	5	0.10
BRB047_TD	450513	7793566	-60	270	0	5	50	5	0.18
BRB062	450908	7793216	-60	270	30	35	50	5	0.12
BRB063	450933	7793216	-60	270	0	5	50	5	0.13
BRB075	451023	7793091	-60	270	5	10	50	5	0.13
BRC001	424533	7821435	-60	180	16	17	85	1	1.73
BRC001					43	44		1	0.27
BRC001					44	45		1	0.28
BRC001					65	66		1	1.27
BRC001					66	67		1	0.20
BRC001					67	68		1	0.37
BRC011	425783	7821966	-60	180	28	30	30	2	0.26	EOH
BRC012	425783	7821986	-60	180	8	9	30	1	0.33
BRC013	425783	7822006	-60	180	17	18	30	1	0.31
BRC016	425783	7822106	-60	180	11	15	54	4	0.18
BRC016					16	17		1	0.56
BRC016					17	18		1	0.15

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t
BRC016					20	30		10	0.34	including 1m at 1.65 g/t Au
BRC016					30	31		1	0.13
BRC016					32	33		1	0.16
BRC016					34	40		6	0.31
BRC017	425783	7822146	-60	180	31	34	66	3	0.66	including 1m at 1.3 g/t Au
BRC017					55	60		5	0.10
BRC018	425703	7822006	-60	90	20	22	66	2	0.26
BRC018					23	30		7	0.22
BRC019	424533	7821396	-60	180	7	10	96	3	0.50	including 1m at 1.24 g/t Au
BRC019					75	80		5	0.10
BRC020	424333	7821362	-60	180	7	9	72	2	0.40
BRC021	424333	7821391	-60	180	45	46	72	1	0.19
BRC021					47	48		1	0.92
BRC021					55	57		2	0.33
BRC023	424133	7821341	-60	180	39	40	112.3	1	0.10
BRC023					43	45		2	0.20
BRC023					85	90		5	0.10
BRC024	424133	7821313	-60	180	11	15	72	4	0.19
BRC024					41	45		4	4.10
BRC024					54	56		2	0.54
BRC024					57	58		1	0.22
BRC025	423933	7821261	-60	180	29	34	70	5	2.00	including 1m at 8.02 g/t Au
BRC025					42	44		2	1.71
BRC026	423933	7821236	-60	180	17	28	36	11	1.33	including 2m at 6 g/t Au
BRC027	423933	7821211	-60	180	1	15	39.5	14	0.54	including 1m at 3.44 g/t Au
BRC027					18	24		6	0.63	including 1m at 1.7 g/t Au
BSB004	439058	7803566	-60	270	31	32	36	1	0.96
BSB004					33	34		1	0.14
BWPH2298	483484	7786766	-90	0	0	3	15	3	0.10
BWPH3333	496734	7788466	-90	0	11	12	16	1	0.22
BWPH3363	497284	7789366			11	12	12	1	0.13	EOH
CMDD0001	441884	7791434	-60	180	51	53	223.1	2	0.24
CMDD0001					75.15	77.9		2.75	0.36
CMDD0001					84.1	86.5		2.4	0.50
CMDD0001					89.5	90.5		1	0.25
CMDD0001					107.1	109.1		2	0.28
CMDD0001					114.5	115.5		1	0.57
CMDD0001					120.5	122.1		1.6	0.75
CMDD0001					123.1	124.1		1	0.56
CMDD0001					135.2	137.2		2	0.18
CMDD0001					142.2	143.2		1	1.47
CMDD0001					147.25	148.2		0.9	0.16

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
CMDD0001					158.4	159.5		1.1	0.33
CMDD0001					167.5	168.4		0.9	1.51
CMDD0002	441884	7791434	-68	180	45	46	149.6	1	1.48
CMDD0002					58.45	58.75		0.3	0.11
CMDD0002					64.65	65.5		0.85	0.11
CMDD0002					94.75	103.8		9	2.50
CMDD0002					105.7	106.8		1.05	0.13
CMDD0002					110.75	114		3.25	0.99	including 0.65m at 3.7 g/t Au
CMDD0002					117	119		2	0.18
CMDD0002					130.4	132.2		1.8	0.31
CMDD0002					142.2	143.3		1.05	3.19
CMRB0005	441642	7791463	-90	0	54	57	69	3	0.34
CMRB0005					63	66		3	0.21
CMRB0006	441712	7791534	-90	0	45	48	99	3	0.17
CMRB0006					63	66		3	0.27
CMRB0015	441322	7791708	-90	0	12	14	14	2	0.15	EOH
CMRB0017	441462	7791850	-90	0	21	24	68	3	0.11
CMRB0017					33	36		3	0.15
CMRB0025	441107	7792059	-90	0	18	21	66	3	0.18
CMRB0025					33	36		3	0.18
CMRB0025					45	48		3	0.13
CMRB0025					48	51		3	0.34
DD0001	463653	7790236	-60	0	111	112.5	180	1.5	0.12
DD0001					144	145.5		1.5	0.55
DD0001					164	165		1	5.71
DD0001					169	170		1	3.36
DD0002	462775	7790426	-60	180	10	18	180	8	0.66	including 2m at 2.03 g/t Au
DD0002					20	22		2	0.12
DD0002					26	28		2	0.16
DD0002					30	32		2	0.24
DD0002					42	47		5	0.10
DD0002					109	110.2		1.2	0.11
DD0002					111	114.3		3.3	0.85
DD0002					125	128		3	0.76	including 1m at 1.88 g/t Au
DD0002					129	130		1	0.12
DD0002					134	135.6		1.6	0.83
DD0002					135.6	136.8		1.2	3.20
DD0002					141	142		1	0.12
DKAR0003	493434	7786796	-60	180	87	88	88	1	0.11	EOH
DKAR0008	493234	7786836	-60	180	62	63	75	1	0.59
DNAR0001	497298	7789169	-60	270	45	47	91	2	0.55
DNAR0001					52	54		2	0.36
DNAR0001					60	63		3	0.22

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
DNAR0002	497194	7789171	-60	90	36	39	90	3	0.36
DNAR0002					42	43		1	0.19
DNAR0002					64	66		2	0.54
DNAR0004	497130	7789171	-60	90	56	57	96	1	0.52
DNAR0016	496968	7788866			79	80	93	1	0.10
DNAR0021	497219	7788766			36	37	90	1	0.62
DNAR0028	496974	7788766			45	46	90	1	0.12
DNAR0028					46	47		1	0.14
DNAR0030	496754	7788466	-60	90	63	64	90	1	0.92
DNAR0032	496684	7788466	-60	90	79	80	90	1	0.31
DNAR0034	497208	7789066	-60	90	66	67	90	1	0.45
DNAR0034					71	72		1	0.19
DNAR0036	497138	7789066	-60	90	38	39	90	1	0.38
DNAR0036					39	40		1	0.26
DNAR0036					41	42		1	0.27
DNAR0036					43	44		1	0.11
DNAR0036					44	45		1	0.10
DNAR0036					81	82		1	0.76
DNAR0036					82	83		1	0.14
DNAR0041	497409	7789266	-60	90	84	85	90	1	0.12
DNAR0047	497324	7789266	-60	270	13	14	90	1	0.82
DNAR0053	497604	7789766	-60	90	27	28	63	1	1.17
FRAR0008	483604	7787966	-60	86	63	66	70	3	0.22
FRAR0009	483574	7787966	-60	86	39	42	67	3	0.13
FRAR0009					45	48		3	0.40
FRAR0009					51	54		3	0.13
FRAR0009					60	66		6	0.14
FRAR0010	483544	7787966	-60	86	45	48	67	3	0.20
FRAR0010					54	67		13	0.56	including 3m at 1.0 g/t Au EOH
FRAR0011	483514	7787966	-60	86	45	51	67	6	0.13
FRAR0011					48	51		3	0.13
FRAR0011					54	67		13	1.01	EOH
FRAR0012	483484	7787966	-60	86	54	57	67	3	0.18
FRAR0012					60	63		3	0.17
FRAR0015	482954	7787966	-60	266	54	57	61	3	0.14
FRAR0027	483584	7787866	-60	86	54	63	67	9	0.51
FRAR0030	483494	7787866	-60	86	54	60	67	6	0.20
FRAR0031	483464	7787866	-60	86	51	70	70	19	0.30	EOH
FRAR0032	483434	7787866	-60	86	42	45	61	3	0.19
FRAR0032					48	51		3	0.26
FRAR0032					54	61		7	0.20	EOH
FRAR0033	483644	7788066	-60	86	49	52	58	3	0.18
FRAR0034	483614	7788066	-60	86	57	67	67	10	0.27	EOH
FRAR0035	483584	7788066	-60	86	33	36	64	3	0.21

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
FRAR0035					54	60		6	0.34
FRAR0038	483494	7788066	-60	86	48	51	69	3	0.11
FRAR0038					57	66		9	0.44
FRAR0039	483464	7788066	-60	86	57	64	64	7	0.21	EOH
FRAR0041	482818	7787766	-60	86	12	15	45	3	0.36
FRAR0041					15	18		3	0.24
FRAR0043	482798	7787701	-60	86	24	27	28	3	0.10
FRAR0056	482864	7786766	-60	270	18	21	61	3	0.18
FRAR0056					24	27		3	0.10
FRAR0057	482894	7786766	-60	270	33	36	65	3	0.21
FRAR0057					39	57		18	0.18
FRAR0057					63	65		2	0.22	EOH
FRAR0058	482924	7786766	-60	270	9	18	67	9	0.34
FRAR0058					21	24		3	0.65
FRAR0058					33	39		6	0.21
FRAR0059	482954	7786766	-60	270	48	51	67	3	0.52
FRAR0061	482724	7786566	-60	270	60	63	67	3	0.15
FRAR0062	482754	7786566	-60	270	27	30	67	3	0.26
FRAR0062					48	51		3	0.34
FRAR0062					63	67		4	0.14	EOH
FRAR0065	482844	7786566	-60	270	24	30	67	6	0.29
FRAR0065					45	48		3	0.12
FRAR0066	482874	7786566	-60	270	42	45	67	3	0.13
FRAR0066					51	54		3	0.17
FRAR0071	482385	7785766	-60	90	57	60	63	3	0.60
FRAR0073	482325	7785766	-60	90	21	24	61	3	0.16
FRAR0073					33	36		3	0.45
FRAR0073					39	54		15	0.23
FRAR0073					57	60		3	0.11
FRAR0074	482295	7785766	-60	90	36	42	64	6	0.15
FRAR0075	482265	7785766	-60	90	21	24	61	3	0.14
FRAR0075					54	60		6	0.14
FRAR0142	482414	7785966	-60	90	51	57	58	6	0.19
FRAR0148	482454	7786166	-60	90	18	21	58	3	0.31
FRAR0149	482424	7786166	-60	90	33	39	58	6	0.12
FRAR0150	482394	7786166	-60	90	42	48	58	6	0.16
FRAR0151	482364	7786166	-60	90	24	30	61	6	0.17
FRAR0151					45	57		12	0.13
FRAR0152	482334	7786166	-60	90	30	33	58	3	0.12
FRB0009	484129	7790568	-60	270	52	56	112	4	0.17
FRB0009					100	112		12	0.29	EOH
FRB0015	483904	7789773	-60	270	60	64	97	4	0.30
FRB0016	484134	7789766	-60	270	96	120	120	24	0.27	EOH
FRB0027	484012	7790466	-60	270	28	32	106	4	0.13

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
FRB0028	484093	7790464	-60	270	32	36	85	4	0.14
FRB0029	484173	7790465	-60	270	36	48	120	12	0.35
FRB0029					60	64		4	0.14
FRB0030	484253	7790461	-60	270	60	64	74	4	0.18
FRB0032	484016	7790256	-60	270	32	44	75	12	0.46	including 4m at 1.08 g/t Au
FRB0032					48	56		8	0.11
FRB0034	484178	7790264	-60	275	32	36	114	4	0.17
FRB0034					40	60		20	0.37
FRB0034					68	88		20	0.38
FRB0034					100	114		14	0.25	EOH
FRB0035	484249	7790267	-60	270	52	56	87	4	0.20
FRB0036	484341	7790265	-60	269	52	56	84	4	0.13
FRB0036					68	72		4	0.10
FRB0037	483982	7789776	-60	259	116	120	120	4	0.16	EOH
FRB0038	484054	7789770	-60	269	112	115	115	3	0.10	EOH
FRB0042	483968	7789674	-60	270	88	100	105	12	0.12
FRB0044	484133	7789659	-60	272	68	72	120	4	0.43
FRB0046	483816	7789465	-60	271	48	56	106	8	0.34
FRB0046					64	68		4	0.12
FRB0046					80	88		8	0.15
FRB0048	483970	7789466	-60	268	92	96	120	4	0.14
FRB0049	484057	7789470	-60	271	100	104	120	4	0.11
FRB0049					108	112		4	0.20
FRB0051	483971	7790267	-60	280	44	48	94	4	0.10
FRB0054	484135	7790271	-60	271	48	56	120	8	0.22
FRB0055	484215	7790264	-60	268	44	48	85	4	0.15
FRB0056	484295	7790265	-60	270	40	48	69	8	0.42
FRB0059	484089	7790170	-60	271	44	48	100	4	0.43
FRB0061	484254	7790166	-60	272	60	72	85	12	0.19
FRB0062	484334	7790162	-60	268	32	36	42	4	0.10
FRB0062					40	42		2	0.23	EOH
FRB0063	484371	7790161	-60	268	68	72	100	4	0.15
FRB0063					76	80		4	0.17
FRB0064	484405	7790166	-60	271	24	28	65	4	0.13
FRB0064					40	48		8	0.18
FRB0064					60	65		5	0.12	EOH
FRB0069	484242	7790070	-60	272	56	60	111	4	0.16
FRB0069					104	108		4	0.12
FRB0070	484329	7790078	-60	270	48	56	108	8	0.83	including 4m at 1.3 g/t Au
FRB0075	484092	7790570	-60	270	108	116	120	8	0.14
FRB0076	484172	7790569	-60	274	44	48	120	4	0.43
FRB0080	484092	7790669	-60	271	40	44	120	4	0.43
										including 4m at 1.8
FRB0081	484172	7790672	-60	274	32	84	98	52	0.53	g/t Au and 4m at 1.1
										g/t Au

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
FRB0081					96	98		2	0.14	EOH
FRB0090	484252	7790966	-60	274	76	82	82	6	0.27	EOH
FRB0100	483773	7789469	-60	271	100	104	107	4	0.12
FRB0103	483776	7789073	-60	271	64	68	93	4	1.14
FRB0120	484021	7791564	-60	270	93	94	120	1	0.32
FRB0120					100	104		4	0.12
FRB0147	484254	7791162	-60	270	92	96	108	4	0.14
FRB0191	483670	7788226			64	65	92	1	0.32
FRB0192	483590	7788223			48	50	94	2	6.87	including 1m at 13.2 g/t Au
FRB0193	483510	7788227			53	54	85	1	0.33
FRB0193					56	57		1	0.29
FRB0194	483429	7788229			72	76	83	4	0.32
FRB0199	482875	7788226			47	48	87	1	0.85
FRB0199					75	76		1	0.92
FRB0204	483474	7787546			38	39	62	1	0.94
FRB0204					40	41		1	0.15
FRB0204					42	43		1	0.53
FRB0204					44	45		1	0.67
FRB0204					58	62		4	0.31	EOH
FRB0205	483392	7787542			34	35	47	1	0.21
FRB0214	483555	7787079			52	54	59	2	0.23
FRB0219	482896	7786927			21	24	67	3	0.45
FRB0219					35	40		5	1.05
FRB0219					42	44		2	0.21
FRB0219					43	44		1	0.31
FRB0219					49	50		1	0.49
FRB0219					50	51		1	0.17
FRB0219					63	64		1	0.22
FRB0220	482836	7786925			22	24	69	2	1.31	including 1m at 2.46 g/t Au
FRB0220					28	29		1	0.56
FRB0231	482691	7786404			36	39	58	3	0.52
FRB0232	482631	7786404			38	43	67	5	0.38
FRB0232					56	58		2	0.34
FRB0233	482471	7786408			64	65	93	1	0.81
FRB0233					66	67	93	1	0.11
FRB0238	483479	7786031			42	47	70	5	0.31
FRB0238					60	61		1	0.50
FRRC0001	482761	7787766	-60	86	42	43	50	1	0.20
FRRC0001					45	48		3	0.11
FRRC0002	483564	7787866	-60	90	48	50	120	2	0.47
FRRC0002					54	58		4	0.22
FRRC0002					62	64		2	0.30
FRRC0002					66	68		2	0.14
FRRC0002					106	108		2	0.33

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t
FRRC0003	483528	7787866	-60	90	54	56	120	2	0.14
FRRC0003					70	76		6	0.23
FRRC0003					78	80		2	0.39
FRRC0004	483488	7787866	-60	90	34	38	120	4	0.40
FRRC0004					54	56		2	0.17
FRRC0004					62	64		2	0.34
FRRC0004					82	84		2	0.64
FRRC0004					86	88		2	0.12
FRRC0004					94	96		2	0.21
FRRC0004					112	114		2	0.16
FRRC0005	483448	7787866	-60	90	36	40	120	4	0.32
FRRC0005					46	50		4	0.35
FRRC0005					60	62		2	0.13
FRRC0005					64	66		2	0.15
FRRC0005					100	102		2	0.15
FRRC0006	483418	7787866	-60	90	60	62	120	2	0.15
FRRC0006					92	96		4	0.11
FRRC0006					98	100		2	0.11
FRRC0006					106	108		2	0.11
FRRC0006					112	116		4	0.20
FRRC0007	483564	7787916	-60	90	0	2	120	2	0.14
FRRC0007					42	44		2	0.39
FRRC0007					48	50		2	0.24
FRRC0007					56	58		2	0.22
FRRC0007					66	68		2	0.45
FRRC0007					88	90		2	0.12
FRRC0008	483524	7787916	-60	90	34	36	120	2	0.11
FRRC0008					56	58		2	0.11
FRRC0008					64	66		2	0.10
FRRC0008					74	76		2	0.10
FRRC0009	483484	7787916	-60	90	50	52	120	2	0.14
FRRC0009					62	64		2	0.49
FRRC0009					78	80		2	0.15
FRRC0009					82	90		8	0.11
FRRC0010	483564	7787966	-60	90	26	30	102	4	0.14
FRRC0010					32	34		2	0.49
FRRC0010					44	48		4	0.12
FRRC0010					52	56		4	0.28
FRRC0010					58	60		2	0.18
FRRC0010					64	66		2	0.58
FRRC0010					70	74		4	0.44
FRRC0011	483524	7787966	-60	90	48	54	120	6	0.48
FRRC0011					58	64		6	0.54
FRRC0011					66	70		4	0.16

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
FRRC0011					74	82		8	0.34
FRRC0011					86	90		4	0.17
FRRC0011					92	98		6	0.13
FRRC0011					104	108		4	0.18
FRRC0011					118	120		2	0.30	EOH
FRRC0012	483494	7787966	-60	90	12	14	132	2	0.12
FRRC0012					52	58		6	0.29
FRRC0012					60	62		2	0.59
FRRC0012					64	68		4	0.10
FRRC0012					70	76		6	0.19
FRRC0012					84	106		22	0.26
FRRC0012					108	118		10	0.35
FRRC0012					130	132		2	0.10	EOH
FRRC0013	483454	7787966	-60	90	92	94	120	2	0.12
FRRC0013					96	98		2	0.10
FRRC0013					100	120		20	0.27	EOH
FRRC0014	483824	7789566	-60	90	30	31	96	1	0.22
FRRC0014					74	78		4	0.34
FRRC0014					88	89		1	0.21
FRRC0014					90	93		3	0.22
FRRC0015	483868	7789566	-60	90	44	45	120	1	0.67
FRRC0015					48	53		5	0.53
FRRC0015					61	63		2	1.04
FRRC0015					64	65		1	0.41
FRRC0015					75	76		1	1.63
FRRC0015					78	79		1	0.20
FRRC0015					82	84		2	0.13
FRRC0015					119	120		1	0.10	EOH
FRRC0016	483918	7789566	-60	90	48	49	120	1	1.25
FRRC0016					53	54		1	0.42
FRRC0016					58	59		1	0.10
FRRC0016					70	75		5	0.68
FRRC0016					97	102		5	0.34
FRRC0016					103	105		2	0.17
FRRC0017	483968	7789566	-60	90	49	50	96	1	1.25
FRRC0017					81	83		2	0.32
FRRC0017					93	94		1	0.21
FRRC0018	484058	7789566	-60	270	65	66	113	1	0.11
FRRC0018					68	69		1	0.62
FRRC0018					77	78		1	0.62
FRRC0018					81	82		1	0.14
FRRC0018					99	102		3	0.17
FRRC0018					111	112		1	0.15
GRAR0003	498660	7788120	-60	90	18	30	67	12	0.59	including 1m at 1.86 g/t Au

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	Dip (o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
GRAR0004	498633	7788124	-60	90	21	32	67	11	0.68	including 1m at 3.4 g/t Au
GRAR0008	498619	7788058	-60	90	24	27	67	3	0.14
GRAR0009	498713	7788123	-60	270	25	26	79	1	0.79
GRAR0009					27	30		3	0.21
GRAR0010	498652	7788126	-60	90	1	7	82	6	0.41
GRAR0010					8	9		1	0.81
GRAR0010					11	16		5	2.66	including 2m at 6.2 g/t Au
GRAR0010					18	20		2	0.31
GRAR0010					21	22		1	0.14
GRAR0010					23	29		6	0.35
GRAR0010					30	31		1	0.31
GRAR0010					40	42		2	0.17
GRAR0011	498620	7788123	-60	90	31	36	94	5	0.33
GRAR0011					54	55		1	0.14
GRAR0012	498592	7788123	-60	90	57	61	91	4	1.47	including 1m at 4.84 g/t Au
GRAR0015	498610	7788059	-60	90	25	26	91	1	0.13
GRAR0015					27	28		1	0.17
GRAR0015					33	34		1	0.11
GRAR0015					38	39		1	0.11
GRAR0023	498689	7788216	-60	90	72	75	91	3	0.16
HF002	463175	7790347	-59.3	236	6	8	300	2	0.16
HF002					26	28		2	0.43
HF002					50	54		4	0.82
HF002					56	60		4	0.41
HF002					64	68		4	0.16
HF002					92	94		2	0.13
HF002					96	98		2	0.13
HF002					228	230		2	0.22
HF002					262	264		2	0.13
HF002					292	294		2	0.28
HF003	463382	7790491	-59.9	235	80	82	300	2	0.13
HF003					106	108		2	0.27
HF003					112	116		4	0.27
HF003					118	122		4	0.61
HF003					120	122		2	0.62
HF003					290	292		2	0.13
HF004	463583	7790633	-64.7	232	88	90	271	2	0.98
HF004					202	204		2	0.11
HF004					216	220		4	0.26
HF004					218	220		2	0.24
HF004					222	224		2	0.30
HF004					234	236		2	0.20
HF005	463396	7789569	-64.7	232	194	198	300	4	0.14

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	Dip (o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
HF006	463790	7790333	-64.5	235	132	134	300	2	0.93
HF006					168	170		2	0.11
HF006					214	216		2	0.14
HF006					240	244		4	0.93
HF006					270	272		2	0.14
HF006					290	292		2	1.32
HF007	463586	7790183	-60.6	237	24	26	360	2	0.21
HF007					32	34		2	0.40
HF007					130	132		2	0.15
HF007					174	176		2	0.19
HF007					306	308		2	0.56
HF009	463383	7790047	-61.5	236	62	64	222	2	0.39
HF010	463598	7789716	-62.4	239	36	38	300	2	0.15
HF010					54	56		2	0.16
HF010					56	58		2	0.10
HF013	463600	7790197	-61.3	54	180	182	300	2	0.14
HF013					188	192		4	0.28
HF013					202	204		2	0.41
HF013					220	222		2	0.18
HF013					240	244		4	0.21
HF014	462225	7790415	-62.5	238	4	6	360	2	0.48
HF014					74	76		2	0.13
HF014					84	90		6	0.64	including 2m at 1.67 g/t Au
HF014					96	98		2	0.16
HF014					104	108		4	0.22
HF014					178	180		2	0.29
HF014					214	216		2	0.31
HF014					232	234		2	0.26
HF014					258	260		2	0.14
HF014					270	272		2	0.12
HF014					286	290		4	0.11
HF014					302	306		4	0.13
HF014					322	324		2	0.14
HF014					336	338		2	0.96
HF015	462423	7790540	-61.5	180	52	54	300	2	0.16
HF015					56	66		10	0.28
HF015					122	124		2	0.10
HF015					158	160		2	0.19
HF016	462630	7790685	-60.5	185	42	44	318	2	0.13
HF016					196	198		2	0.16
HF016					218	220		2	0.14
HF016					226	228		2	1.23
HF016					246	248		2	0.31
HF016					304	312		8	0.20

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	Dip (o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
HF017	463044	7790973	-61.1	181	72	78	186	6	0.57
HF017					82	84		2	0.18
HF017					94	96		2	0.18
HFDD0001	463573	7790546	-55	180	35	36	232	1	0.24
HFDD0001					70.3	71.2		0.9	0.15
HFDD0001					76	77		1	0.18
HFDD0001					79	79.9		0.9	0.13
HFDD0001					131.8	133.2		1.4	0.39
HFDD0001					149.66	150		0.34	0.53
HFDD0001					182.1	183.9		1.8	0.31
HFDD0002	463733	7790251	-55	180	21	23	167.7	2	1.07
HFDD0002					27	28		1	0.61
HFDD0002					34	37		3	0.23
HFDD0002					45	47		2	0.28
HFDD0002					51	51.3		0.3	0.30
HFDD0002					69	74.1		5.1	0.59
HFDD0002					74.5	77		2.5	0.42
HFDD0002					79	82		3	0.19
HFDD0002					84	85		1	0.46
HFDD0002					90	91		1	0.13
HFDD0002					95	96		1	0.11
HFDD0002					107	108		1	0.10
HFDD0002					111	112		1	0.15
HFDD0002					124	126		2	0.30
HFDD0003	463613	7790486	-60	180	37	38	247.9	1	0.11
HFDD0003					43	45		2	0.10
HFDD0003					63	64		1	0.10
HFDD0003					98	99		1	0.24
HFDD0003					108	109		1	0.10
HFDD0003					132	132.4		0.4	0.21
HFDD0003					166.35	166.8		0.45	0.38
HFDD0003					179.82	181		1.18	0.11
HFDD0003					193.07	193.4		0.33	4.88
HFDD0003					197.2	197.5		0.3	0.47
HFDD0003					203.33	204		0.67	0.10
HFDD0004	463693	7790316	-60	180	53	54	184	1	0.12
HFDD0004					59	60		1	0.42
HFDD0004					60	61		1	0.17
HFDD0004					64	68		4	2.01	including 2m at 3.7 g/t Au
HFDD0004					70	74		4	0.24
HFDD0004					79	80		1	0.20
HFDD0004					87	94		7	0.21
HFDD0004					97	118		21	2.12
HFDD0004					119	120		1	0.14

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	Dip (o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
										including 1m at 27.5
HFDD0004					121	132.8		11.8	4.63	g/t Au and 1m at 14
										g/t Au
HFDD0004					164.3	164.8		0.5	17.15
HFDD0005	463733	7790296	-63	226	12	13	160	1	0.19
HFDD0005					44	45		1	0.10
HFDD0005					71	71.9		0.9	3.17
HFDD0005					73.5	74.1		0.6	0.58
HFDD0005					98	99.25		1.25	0.63
HFDD0005					126	128		2	0.43
HFDD0005					134	136		2	0.51
HFDD0005					144	145		1	0.18
HFRC0002	463693	7790406	-60	180	0	1	121	1	0.13
HFRC0002					42	45		3	0.45
HFRC0002					46	47		1	0.10
HFRC0002					75	76		1	0.10
HFRC0002					78	82		4	0.43
HFRC0002					95	96		1	0.71
HFRC0002					108	109		1	0.10
HFRC0004	463733	7790341	-55	186	14	15	121	1	0.19
HFRC0004					44	45		1	0.29
HFRC0004					48	52		4	0.15
HFRC0004					87	88		1	0.16
HFRC0004					94	95		1	0.10
HFRC0004					99	110		11	0.18
HFRC0004					111	113		2	1.55
HFRC0004					116	117		1	0.16
MOJ002	443437	7824264	-59.3	33	20	24	300	4	0.71
MOJ002					124	128		4	0.28
MOJ002					174	180		6	0.53
MOJ002					188	190		2	0.27
MOJ002					196	200		4	0.38
MOJ002					210	212		2	0.18
MOJ002					212	216		4	0.21
MOJ002					218	220		2	1.01
MOJ002					266	268		2	0.27
MOJ004	443478	7824392	-59.2	29	36	52	300	16	0.27
MOJ004					56	60		4	0.24
MOJ004					66	68		2	0.35
MOJ004					68	72		4	0.52
MOJ004					76	80		4	0.29
MOJ004					82	84		2	0.55
MOJ004					148	150		2	0.11
MOJ004					180	182		2	0.12
MOJ004					228	232		4	0.69

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
MOJ004					234	238		4	0.98
MOJ004					242	244		2	0.11
MOJ004					256	266		10	0.38
MOJ004					286	288		2	0.29
MOJ004					298	300		2	0.12	EOH
MVRC0001	443300	7824510	-60	1	36	37	150	1	0.10
MVRC0001					60	61		1	0.17
MVRC0001					126	129		3	0.17
MVRC0001					130	131		1	0.19
MVRC0002	443300	7824460	-60	1	22	23	150	1	0.12
MVRC0002					24	26		2	0.24
MVRC0002					27	29		2	0.18
MVRC0002					30	32		2	0.27
MVRC0002					35	36		1	0.21
MVRC0002					63	64		1	0.12
MVRC0002					145	146		1	0.11
MVRC0003	443300	7824410	-60	1	25	26	150	1	0.16
MVRC0003					35	37		2	0.24
MVRC0003					40	41		1	0.48
MVRC0003					42	43		1	0.10
MVRC0003					52	56		4	0.25
MVRC0003					60	61		1	0.19
MVRC0003					69	72		3	0.31
MVRC0003					86	88		2	0.41
MVRC0003					90	92		2	0.16
MVRC0004	443500	7824485	-60	1	38	43	150	5	0.72
MVRC0004					47	52		5	0.65
MVRC0004					53	57		4	0.25
MVRC0004					60	61		1	0.11
MVRC0004					68	69		1	0.54
MVRC0004					74	75		1	0.54
MVRC0004					75	76		1	0.24
MVRC0004					84	90		6	0.25
MVRC0004					91	94		3	0.65
MVRC0004					95	98		3	0.36
MVRC0004					102	105		3	0.23
MVRC0004					108	109		1	0.11
MVRC0004					110	111		1	0.85
MVRC0004					114	115		1	0.11
MVRC0004					122	123		1	0.61
MVRC0004					126	127		1	0.16
MVRC0005	443500	7824385	-60	1	10	12	150	2	0.14
MVRC0005					39	40		1	0.12
MVRC0005					46	47		1	0.24

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t
MVRC0005					49	51		2	0.12
MVRC0005					53	66		13	0.34
MVRC0005					67	69		2	0.25
MVRC0005					71	72		1	0.77
MVRC0005					73	74		1	0.16
MVRC0005					76	77		1	1.15
MVRC0005					78	79		1	0.12
MVRC0005					80	81		1	0.20
MVRC0006	443500	7824335	-60	1	31	34	156	3	0.22
MVRC0006					42	43		1	0.12
MVRC0006					50	51		1	0.17
MVRC0006					51	52		1	3.16
MVRC0006					58	60		2	0.12
MVRC0006					66	67		1	0.13
MVRC0006					78	79		1	0.21
MVRC0006					95	101		6	0.37
MVRC0006					108	120		12	0.43
MVRC0006					130	135		5	0.21
MVRC0006					136	139		3	0.72
MVRC0007	443500	7824285	-60	1	48	49	150	1	0.14
MVRC0007					82	83		1	0.21
MVRC0007					84	91		7	0.29
MVRC0007					85	91		6	0.27
MVRC0007					95	99		4	0.26
MVRC0007					102	104		2	0.17
MVRC0007					113	114		1	0.14
MVRC0007					116	117		1	0.10
MVRC0007					122	123		1	0.13
MVRC0007					127	128		1	0.11
MVRC0007					130	138		8	0.37
MVRC0008	443650	7824410	-60	1	46	47	150	1	0.15
MVRC0008					53	54		1	0.26
MVRC0008					55	56		1	0.15
MVRC0008					64	65		1	0.16
MVRC0008					78	79		1	0.41
MVRC0008					84	85		1	0.18
MVRC0008					96	97		1	0.14
MVRC0008					97	98		1	1.04
MVRC0008					109	112		3	0.20
MVRC0008					125	128		3	0.19
MVRC0008					129	130		1	0.10
MVRC0008					133	134		1	0.15
MVRC0009	443650	7824360	-60	1	20	21	150	1	0.16
MVRC0009					25	26		1	0.29

==> picture [56 x 16] intentionally omitted <==

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
MVRC0009					27	28		1	0.11
MVRC0009					29	30		1	0.34
MVRC0009					31	32		1	0.15
MVRC0009					145	147		2	1.76
MVRC0010	443650	7824290	-60	1	46	47	150	1	0.26
MVRC0010					62	65		3	0.31
MVRC0010					67	70		3	0.20
MVRC0010					71	72		1	0.48
MVRC0010					73	78		5	0.64	including 1m at 2.48 g/t Au
MVRC0010					84	85		1	0.11
MVRC0010					93	95		2	0.17
MVRC0010					97	98		1	0.13
MVRC0010					104	107		3	0.12
PBRB012	423732	7821122	-60	180	15	20	37	5	0.12
PBRB012					20	25		5	0.10
PBRB012					35	37		2	0.75	EOH
PBRB013	423731	7821102	-60	180	5	10	34	5	0.11
PBRB013					10	17		7	0.51
PBRB013					19	20		1	0.19
PBRB014	423831	7821266	-60	180	42	45	46	3	0.46
PBRB015	423832	7821243	-60	180	15	21	33	6	0.73
PBRB015					23	33		10	0.77	EOH
PBRB016	423832	7821227	-60	180	10	13	28	3	0.15
PBRB016					15	28		13	0.67	including 2m at 2.4 g/t Au EOH
PBRB017	423832	7821213	-60	180	0	1	23	1	0.34
PBRB017					2	5		3	0.27
PBRB017					6	19		13	0.41
PBRB017					21	23		2	0.13	EOH
PBRB018	423832	7821201	-60	180	9	11	19.5	2	0.68
PBRB020	423831	7821181	-60	180	5	15	22	10	0.19
PBRB022	423832	7821161	-60	180	10	15	18	5	0.12
PBRB034	423933	7821171	-60	180	10	13	13	3	0.11	EOH
PBRB048	424132	7821021	-60	180	10	15	15	5	0.15	EOH
PBRB050	424132	7820992	-60	180	5	15	23	10	0.12
PBRB051	424133	7820979	-60	180	5	10	45	5	0.13
PBRB052	424334	7821086	-60	180	10	15	47	5	0.12
PBRB052					20	25		5	0.15
PBRB056	424334	7821066	-60	180	5	10	34	5	0.11
PBRB057	423332	7821186	-60	180	10	13	13	3	0.25	EOH
PBRB062	423332	7821126	-60	180	5	10	14	5	0.11
PBRB064	423332	7821086	-60	180	5	10	13	5	0.65
PBRB068	423534	7821256	-60	180	30	35	39	5	0.13
PBRB075	424734	7821534	-60	180	17	27	27	10	0.35	EOH
PBRB085	425333	7821781	-60	180	10	15	42	5	0.18

==> picture [56 x 16] intentionally omitted <==

100

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
PBRB085					25	30		5	0.14
PBRB089	425337	7821716	-60	180	10	25	33	15	0.17
PBRB089					30	33		3	0.32	EOH
PBRB090	425532	7821968	-60	180	40	48	48	8	0.17	EOH
PBRB091	425532	7821986	-60	180	5	15	36	10	0.12
PBRB092	425532	7821944	-60	180	25	35	56	10	0.12
PBRB093	425532	7821916	-60	180	5	15	44	10	0.12
PBRB093					25	30		5	0.10
PBRB094	425535	7821896	-60	180	15	20	55	5	0.12
PBRB094					25	50		25	0.21
R209	424334	7821326	-90	0	9	18	18	9	0.13
RAB0436	463398	7790493	-60	180	38	39	39	1	0.14
RAB0437	463401	7790546	-60	180	6	8	40	2	0.14
RAB0439	463398	7790634	-60	180	4	6	33	2	0.15
RAB0440	463398	7790686	-60	180	14	16	39	2	0.11
RAB0440					20	22		2	0.31
RAB0440					26	28		2	0.13
RAB0440					30	32		2	0.21
RAB0442	463397	7790808	-60	180	30	32	39	2	0.29
RAB0447	462978	7790312	-60	180	10	12	40	2	0.15
RAB0447					12	14		2	0.12
RAB0447					36	40		4	0.43	EOH
RAB0451	462969	7790483	-60	180	12	14	40	2	0.41
RAB0451					14	16		2	0.17
RAB0452	462968	7790534	-60	180	26	30	39	4	0.23
RAB0452					36	39		3	0.21	EOH
RAB0453	462968	7790586	-60	180	15	21	37	6	0.84
RAB0454	462975	7790635	-60	180	32	34	36	2	0.11
RAB0457	462981	7790806	-60	180	7	9	40	2	0.30
RAB0457					35	37		2	0.12
RAB0461	462473	7790369	-60	180	2	4	40	2	0.22
RAB0563	463573	7790166	-60	180	8	11	14	3	0.16
RAB0665	463093	7790846	-60	0	3	4	12	1	0.30
RAB0667	463093	7790766	-60	0	3	4	12	1	0.70
RAB0709	462933	7790566	-60	180	2	4	13	2	0.14
RAB0711	462933	7790606	-60	180	10	12	26	2	0.10
RAB0746	462773	7790366	-60	0	1	12	12	11	0.21	EOH
RAB0766	461331	7797936	-60	180	12	15	40	3	0.50
RAB0767	461331	7797956	-60	180	38	40	40	2	0.16	EOH
RAB0768	461331	7797976	-60	180	26	29	40	3	0.22
RAB0863	462535	7797966	-60	180	16	19	40	3	0.11
RAB0863					25	28		3	0.14
RAB0954	462653	7790486	-90	0	8	12	12	4	0.80	EOH
RAB0955	462653	7790526	-90	0	2	5	15	3	0.13

==> picture [56 x 16] intentionally omitted <==

101

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RAB0959	462653	7790686	-90	0	0	2	12	2	0.11
RAB0995	462813	7790446	-90	0	0	2	15	2	0.64
RAB0998	462853	7790326	-90	0	1	3	12	2	0.10
RAB0999	462853	7790366	-90	0	3	12	12	9	0.31	EOH
RAB1008	462853	7790726	-90	0	2	3	12	1	0.21
RAB1010	462893	7790766	-90	0	2	3	12	1	0.53
RAB1018	462973	7790326	-90	0	2	3	12	1	0.90
RAB1041	463053	7790606	-90	0	2	6	12	4	0.18
RAB1050	463133	7790606	-90	0	3	4	12	1	0.10
RAB1051	463133	7790566	-90	0	3	5	12	2	0.12
RAB1052	463133	7790526	-90	0	3	4	12	1	0.11
RAB1053	463133	7790486	-90	0	2	6	15	4	2.39
RAB1054	463133	7790446	-90	0	2	6	12	4	0.95
RAB1055	463133	7790406	-90	0	3	7	12	4	0.52
RAB1056	463133	7790366	-90	0	2	6	12	4	0.95
RAB1062	463173	7790406	-90	0	3	4	12	1	0.10
RAB1066	463173	7790566	-90	0	3	4	12	1	0.31
RAB1070	463173	7790726	-90	0	2	4	12	2	0.15
RAB1071	463173	7790766	-90	0	5	8	12	3	0.21
RAB1131	462853	7790166	-90	0	1	3	12	2	0.10
RAB1132	462893	7790166	-90	0	2	4	12	2	0.13
RAB1135	462973	7790246	-90	0	9	12	12	3	0.12	EOH
RAB1139	463013	7790206	-90	0	8	12	12	4	0.13	EOH
RAB1155	463213	7790366	-90	0	2	4	12	2	0.21
RAB1156	463213	7790406	-90	0	3	4	12	1	0.12
RAB1163	463213	7790686	-90	0	4	5	12	1	0.23
RAB1164	463213	7790726	-90	0	3	4	12	1	0.14
RAB1170	463293	7790606	-90	0	4	6	12	2	0.14
RAB1178	463293	7790286	-90	0	3	4	12	1	0.22
RAB1178					10	12		2	0.27	EOH
RAB1197	463333	7790766	-90	0	4	7	12	3	0.33
RAB1204	463373	7790526	-90	0	5	10	12	5	0.25
RAB1216	463373	7790886	-90	0	6	8	12	2	0.81
RAB1220	463333	7790846	-90	0	5	6	12	1	0.14
RAB1221	463333	7790886	-90	0	5	7	12	2	0.15
RAB1228	463293	7790806	-90	0	5	7	12	2	0.65
RAB1233	463213	7790966	-90	0	4	6	12	2	0.23
RAB1235	463173	7790926	-90	0	3	4	12	1	0.21
RAB1239	463133	7790806	-90	0	4	5	12	1	0.20
RAB1246	463053	7790886	-90	0	2	3	12	1	0.79
RAB1247	463053	7790846	-90	0	2	3	12	1	0.19
RAB1247					6	9		3	0.16
RAB1248	463053	7790806	-90	0	2	4	12	2	0.14
RAB1249	463013	7790806	-90	0	3	4	12	1	0.55

==> picture [56 x 16] intentionally omitted <==

102

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RAB1250	463013	7790846	-90	0	10	12	12	2	0.38	EOH
RAB1254	462973	7790966	-90	0	3	4	12	1	0.15
RAB1258	462973	7790806	-90	0	10	12	12	2	0.11	EOH
RAB1269	462813	7790806	-90	0	3	9	12	6	0.16
RAB1275	462733	7790926	-90	0	3	5	12	2	0.11
RAB1860	463533	7790366	-90	0	5	7	12	2	0.14
RAB1894	463653	7790206	-90	0	11	12	15	1	0.21
RAB1897	463653	7790486	-90	0	13	14	18	1	0.21
RAB1913	463613	7790446	-90	0	10	12	15	2	0.59
RAB1914	463613	7790406	-90	0	10	11	15	1	0.33
RAB1932	463693	7790526	-90	0	12	15	15	3	0.13	EOH
RAB1937	463693	7790286	-90	0	11	12	15	1	0.10
RAB1938	463693	7790246	-90	0	11	13	15	2	0.26
RAB1947	463733	7789686	-90	0	15	17	18	2	0.14
RAB1962	463773	7790206	-90	0	13	15	18	2	0.20
RAB1974	463813	7789766	-90	0	16	17	21	1	0.13
RAB1983	463813	7790126	-90	0	16	18	18	2	0.17	EOH
RAB2012	463853	7790286	-90	0	13	15	18	2	0.11
RAB2163	463973	7789846	-90	0	16	17	19	1	0.25
RAB2164	463973	7789886	-90	0	16	17	21	1	0.11
RAB2297	463613	7789766	-60	0	40	42	59	2	0.11
RAB2299	463613	7789726	-60	0	44	46	49	2	0.12
RAB2302	463613	7789666	-60	0	34	36	44	2	0.13
RAB2303	463613	7789646	-60	0	35	37	42	2	0.15
RAB2304	463613	7789626	-60	0	29	31	51	2	0.19
RAB2365	462973	7791126	-90	0	4	9	12	5	0.27
RAB2660	463173	7790686	-60	180	29	31	75	2	0.34
RAB2660					33	35		2	0.57
RAB2664	463173	7790846	-60	180	28	30	72	2	0.39
RAB2664					44	46		2	0.14
RAB2664					62	64		2	0.10
RAB2666	463173	7790926	-60	180	19	23	59	4	0.25
RAB2666					27	29		2	0.16
RAB2666					33	41		8	0.40
RAB2667	463173	7790966	-60	180	4	5	76	1	0.56
RAB2667					29	33		4	0.58
RAB2667					45	47		2	0.16
RAB2667					65	67		2	0.28
RAB2668	462813	7790786	-60	180	6	10	80	4	0.20
RAB2668					44	48		4	0.18
RAB2668					50	52		2	0.15
RAB2668					72	74		2	0.12
RAB2669	462813	7790826	-60	180	28	32	80	4	0.22
RAB2669					38	40		2	0.13

==> picture [56 x 16] intentionally omitted <==

103

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RAB2669					54	56		2	0.32
RAB2669					60	62		2	0.10
RAB2670	462813	7790866	-60	180	41	45	69	4	0.15
RAB2671	462813	7790906	-60	180	29	31	50	2	0.35
RAB2672	462813	7790946	-60	180	31	35	51	4	0.15
RAB2674	462813	7791026	-60	180	6	8	75	2	0.10
RAB2674					38	46		8	0.40
RAB2674					50	52		2	0.10
RAB2716	441733	7791556	-60	180	1	2	50	1	0.64
RAB2716					26	30		4	1.87
RAB2716					46	50		4	0.19	EOH
RAB2720	441533	7791626	-60	180	0	5	40	5	0.10
RAB2730	443133	7792036	-60	180	0	1	40	1	0.13
RAB2734	441133	7792276	-60	180	23	27	40	4	0.10
RAB2918	442087	7791137	-60	44	10	31	45	21	0.15
RAB2919	442072	7791122	-60	44	25	30	42.5	5	0.20
RAB2920	442058	7791107	-60	44	15	25	44.5	10	0.15
RAB2920					20	25		5	0.10
RAB2921	442044	7791093	-60	44	1	3	46	2	0.18
RAB2921					2	3		1	0.24
RAB2921					4	7		3	0.62
RAB2921					8	12		4	0.21
RAB2921					15	30		15	0.16
RAB2921					20	30		10	0.19
RAB2921					25	30		5	0.16
RAB2921					40	46		6	0.17
RAB2922	442031	7791079	-60	44	25	26	43	1	0.17	including 2m at 3.6 g/t Au
RAB2922					27	29		2	1.56
RAB2922					30	31		1	0.20
RAB2922					33	34		1	0.21
RAB2922					35	37		2	0.54
RAB2923	442017	7791064	-60	44	30	31	40	1	0.15
RAB2924	442003	7791050	-60	44	30	37	40	7	0.17
RAB2925	441863	7791268	-60	44	30	31	80	1	0.27
RAB2925					32	35		3	0.24
RAB2925					50	52		2	0.35
RAB2925					63	67		4	2.00
RAB2926	441949	7791357	-60	224	0	5	70	5	0.25
RAB2926					10	20		10	0.25
RAB2926					50	51		1	3.18
RAB2926					53	54		1	2.49
RAB2927	441816	7791363	-60	44	0	10	60	10	0.34
RAB2927					11	12		1	0.23
RAB2927					16	18		2	0.15

==> picture [56 x 16] intentionally omitted <==

104

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RAB2927					20	21		1	0.33
RAB2927					24	25		1	1.60
RAB2927					26	27		1	0.63
RAB2927					28	45		17	1.24
RAB2927					46	53		7	0.47
RAB2928	441798	7791345	-60	44	40	50	90	10	0.15
RAB2928					60	65		5	0.16
RAB2928					75	79		4	0.61
RAB2929	441837	7791328	-60	44	0	2	11	2	0.52
RAB2930	441835	7791330	-60	44	0	5	80	5	0.26
RAB2930					15	16		1	2.74
RAB2930					40	45		5	0.18
RAB2930					60	61		1	0.67
RAB2931	441824	7791298	-60	44	0	1	80	1	0.41
RAB2931					15	25		10	0.18
RAB2931					30	35		5	0.17
RAB2931					35	36		1	0.19
RAB2931					50	55		5	0.10
RAB2931					60	65		5	1.48
RAB2932	441900	7791233	-60	44	15	20	70	5	0.21
RAB2932					50	51		1	1.08
RAB2933					20	21		1	0.54	EOH
RAB2933					21	26		5	0.54	EOH
RAB2933					40	41		1	0.13	EOH
RAB2934	441964	7791372	-60	224	20	21	50	1	0.15
RAB2934					30	31		1	0.74
RAB2934					37	39		2	0.79
RAB2934					40	41		1	0.57
RAB2935	441849	7791254	-60	44	25	30	50	5	0.10
RAB2936	441835	7791239	-60	44	5	25	50	20	0.16
RAB2937	441821	7791225	-60	44	35	36	50	1	1.34
RAB2994	440968	7792285	-60	224	48	54	54	6	0.24	EOH
RAB2997	441010	7792328	-60	224	35	50	50	15	0.22
RAB2998	441025	7792343	-60	224	45	50	50	5	0.20
RAB3009	441705	7791032	-60	224	0	10	50	10	0.18
RAB3010	441722	7791050	-60	224	15	25	50	10	0.33
RAB3010					30	35		5	0.16	EOH
RAB3013	441532	7790997	-60	224	20	25	60	5	0.23
RAB3013					30	35		5	0.17
RAB3018	441489	7791025	-60	224	20	25	50	5	0.13
RAB3019	441534	7791071	-60	224	45	50	55	5	0.19
RAB3020	441552	7791089	-60	224	45	50	50	5	0.12
RAB3023	441495	7791102	-60	224	25	30	50	5	0.37
RAB3026	441547	7791156	-60	224	15	20	61	5	0.16

==> picture [56 x 16] intentionally omitted <==

105

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RAB3026					30	35		5	0.15
RAB3026					50	55		5	0.24
RAB3028	441523	7791131	-60	224	25	31	31	6	0.24
RAB3029	441014	7792332	-60	224	35	36	80	1	0.33
RAB3029					37	40		3	0.17
RAB3030	440975	7792292	-60	44	37	44	50	7	0.70	including 1m at 5.96 g/t Au EOH
RAB3032	441883	7790352	-60	224	20	25	50	5	0.12
RAB3032					25	30		5	0.38
RAB3666	440983	7792266	-60	0	45	50	100	5	0.30
RAB3666					65	75		10	0.20
RAB3666					90	95		5	0.10
RAB3667	440983	7792216	-60	0	0	5	100	5	0.11
RAB3667					61	62		1	0.16
RAB3667					63	81		18	0.39
RAB3667					85	86		1	0.15	EOH
RAB3667					89	100		11	0.85
RAB3669	440983	7792116	-60	0	35	45	100	10	0.13
RAB3673	441083	7792116	-60	180	30	45	100	15	0.32
RAB3673					50	55		5	0.15
RAB3677	440979	7792260	-90	0	60	65	91	5	0.13
RC0001	463654	7790246	-60	180	47	49	50	2	0.11
RC0005	463654	7790326	-60	180	27	29	50	2	0.11
RC0006	463654	7790346	-60	180	37	39	50	2	3.38
RC0006					41	43		2	0.10
RC0008	462974	7790506	-60	180	39	41	41	2	0.62
RC0009	462974	7790556	-60	180	12	14	72	2	0.14
RC0009					19	21		2	0.41
RC0010	462974	7790606	-60	180	8	9	57	1	0.37
RC0010					36	40		4	0.14
RC0010					43	45		2	3.72
RC0011	462974	7790626	-60	180	20	22	51	2	0.13
RC0012	462974	7790656	-60	180	2	3	54	1	0.38
RC0012					23	25		2	0.13
RC0012					26	27		1	0.74
RC0014	462974	7790536	-60	0	31	34	51	3	0.37	EOH
RC0015	462974	7790266	-60	0	2	3	51	1	0.13
RC0016	462974	7790286	-60	180	32	35	51	3	0.45
RC0016					36	40		4	0.11
RC0016					42	44		2	0.12
RC0017	462974	7790326	-60	180	32	33	72	1	0.67
RC0017					62	64		2	0.19
RC0018	462894	7790346	-60	180	1	2	51	1	0.18
RC0018					4	6		2	0.11
RC0018					46	48		2	0.18

==> picture [56 x 16] intentionally omitted <==

106

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RC0018					48	51		3	0.10
RC0019	462894	7790366	-60	180	28	30	51	2	0.19
RC0019					39	40		1	0.45
RC0019					44	46		2	0.13
RC0020	462894	7790386	-60	180	1	2	51	1	0.16
RC0021	462894	7790406	-60	180	8	11	51	3	0.30
RC0021					12	13		1	0.25
RC0021					46	48		2	1.33
RC0022	462894	7790316	-60	0	17	18	51	1	0.74
RC0022					18	20		2	0.13
RC0022					21	24		3	0.88
RC0022					26	27		1	0.43
RC0022					30	32		2	0.57
RC0022					38	40		2	0.13
RC0022					44	50		6	0.24
RC0023	462894	7790666	-60	0	23	25	51	2	0.16
RC0023					29	31		2	0.15
RC0024	462894	7790646	-60	0	1	2	51	1	0.18
RC0025	462894	7790686	-60	0	45	47	51	2	0.11
RC0025					49	50		1	0.11
RC0026	462894	7790696	-60	180	54	55	72	1	0.49
RC0026					56	58		2	0.12
RC0026					66	68		2	0.28
RC0027	462974	7790666	-60	0	23	24	51	1	1.13
RC0027					39	42		3	0.49
RC0028	462814	7790346	-60	180	0	1	51	1	0.46
RC0028					26	28		2	0.39
RC0028					30	31		1	0.88
RC0028					31	33		2	0.10
RC0029	462814	7790366	-60	180	5	6	51	1	0.31
RC0029					6	8		2	0.11	including 2m at 5.0 g/t Au
RC0029					24	28		4	0.21
RC0029					42	43		1	0.59
RC0029					44	45		1	1.51
RC0029					46	48		2	0.10
RC0030	462814	7790386	-60	180	16	18	51	2	0.18
RC0030					26	28		2	0.11
RC0030					44	46		2	0.13
RC0030					48	50		2	0.19
RC0031	462814	7790406	-60	180	16	24	51	8	0.42
RC0031					30	36		6	1.95
RC0031					38	42		4	0.13
RC0032	462814	7790426	-60	180	20	24	51	4	0.16
RC0034	462734	7790366	-60	180	1	2	57	1	0.10

==> picture [56 x 16] intentionally omitted <==

107

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RC0034					18	20		2	0.33
RC0034					40	44		4	0.11
RC0034					46	48		2	0.10
RC0035	462734	7790386	-60	180	37	42	51	5	0.20
RC0035					45	47		2	0.19
RC0036	462734	7790406	-60	180	10	11	51	1	0.45
RC0036					32	35		3	0.13
RC0036					36	38		2	0.11
RC0036					39	44		5	0.50
RC0039	463414	7790647	-60	180	32	33	51	1	0.19
RC0039					43	45		2	0.43
RC0040	463414	7790666	-60	180	46	48	51	2	0.17
RC0041	463414	7790687	-60	180	27	29	51	2	0.14
RC0041					31	34		3	0.12
RC0041					36	39		3	0.27	EOH
RC0042	463414	7790706	-60	180	25	27	51	2	0.13
RC0042					31	33		2	0.16
RC0042					40	41		1	0.70
RC0043	463654	7790296	-60	0	18	20	72	2	0.14
RC0043					36	38		2	0.14
RC0043					44	46		2	0.23
RC0043					52	53		1	0.16
RC0043					54	56		2	12.31	EOH
RC0043					58	60		2	0.13
RC0043					64	72		8	0.69
RC0044	463694	7790296	-60	0	14	16	72	2	0.12
RC0044					24	26		2	0.17
RC0044					32	36		4	0.25
RC0044					68	70		2	0.13
RC0045	463694	7790366	-60	180	29	31	72	2	2.27	EOH
RC0045					57	59		2	0.15
RC0045					69	70		1	0.19
RC0045					71	72		1	0.30
RC0046	463654	7790356	-60	180	48	50	72	2	11.72
RC0047	463153	7790368	-60	270	45	48	51	3	0.17
RC0048	463173	7790368	-60	270	12	14	51	2	0.13
RC0048					24	26		2	4.76
RC0048					36	39		3	0.34
RC0048					40	42		2	0.85
RC0048					50	51		1	1.46
RC0049	463113	7790368	-60	90	27	29	51	2	0.16
RC0050	463135	7790366	-60	180	2	5	51	3	2.89
RC0050					25	27		2	0.10
RC0051	463113	7790448	-60	270	17	18	51	1	2.09

==> picture [56 x 16] intentionally omitted <==

108

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t
RC0052	463133	7790448	-60	270	2	3	51	1	0.11
RC0052					40	41		1	0.26
RC0053	463153	7790448	-60	270	4	6	51	2	0.13
RC0053					32	34		2	0.11
RC0053					38	40		2	0.28
RC0054	463173	7790448	-60	270	55	57	58	2	0.11
RC0055	463193	7790448	-60	270	63	65	72	2	0.17
RC0055					64	65		1	0.20
RC0056	463193	7790368	-60	270	14	16	72	2	0.16
RC0056					20	22		2	0.15
RC0056					36	38		2	0.11
RC0056					54	56		2	0.19
RC0057	463133	7790488	-60	270	2	4	54	2	0.19
RC0058	463153	7790488	-60	270	3	4	54	1	0.10
RC0058					22	24		2	0.10
RC0058					34	36		2	0.10
RC0058					40	42		2	0.19
RC0059	462815	7790416	-60	180	52	56	150	4	0.14
RC0060	462815	7790286	-60	0	62	66	150	4	0.13
RC0060					88	89		1	0.53
RC0060					95	96		1	1.02
RC0060					104	106		2	0.16
RC0060					130	132		2	0.12
RC0061	463655	7790386	-60	180	14	18	150	4	0.18
RC0061					84	85		1	0.39
RC0061					100	102		2	0.46
RC0061					102	104		2	0.12
RC0062	463375	7790726	-60	180	26	28	80	2	0.10
RC0062					32	33		1	1.49
RC0062					42	44		2	0.10
RC0062					50	52		2	0.15
RC0062					64	65		1	0.26
RC0063	463375	7790766	-60	180	24	30	74	6	0.16
RC0063					32	34		2	0.10
RC0064	463015	7790806	-60	180	22	24	86	2	0.77
RC0064					38	40		2	0.19
RC0064					48	52		4	0.13
RC0064					64	66		2	0.10
RC0064					76	80		4	0.15
RC0065	463015	7790846	-60	180	38	41	80	3	0.28
RC0065					43	50		7	0.27
RC0065					62	66		4	1.30
RC0065					78	79		1	0.25
RC0066	463015	7790886	-60	180	24	26	120	2	0.10

==> picture [56 x 16] intentionally omitted <==

109

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RC0066					34	36		2	0.15
RC0066					41	43		2	1.22
RC0067	462975	7790646	-60	180	52	54	120	2	0.11
RC0067					58	62		4	0.10
RC0067					84	85		1	0.69
RC0067					106	108		2	0.14
RC0068	463055	7790626	-60	180	18	19	120	1	0.61
RC0068					54	55		1	0.12
RC0068					84	88		4	0.12
RC0069	463135	7790426	-60	180	42	45	120	3	0.37
RC0069					67	68		1	0.89
RC0069					82	84		2	0.16	including 2m at 1.29 g/t Au
RC0069					103	104		1	0.10
RC0069					108	110		2	0.13
RC0070	462975	7790206	-60	0	42	44	120	2	0.11
RC0071	462975	7790336	-60	180	26	28	150	2	0.11	EOH
RC0071					30	32		2	0.13
RC0071					62	64		2	0.10
RC0071					141	145		4	1.03
RC0071					147	149		2	1.58
RC0072	462895	7790266	-60	0	22	28	120	6	0.18
RC0072					36	48		12	0.56
RC0072					54	56		2	0.11
RC0072					98	104		6	0.25
RC0072					108	110		2	0.13
RC0072					116	120		4	0.12
RC0073	462895	7790396	-60	180	16	18	112	2	0.11
RC0073					26	28		2	0.10
RC0074	462815	7790346	-60	0	14	16	80	2	0.18
RC0074					22	28		6	0.22
RC0074					32	36		4	0.48
RC0074					42	44		2	0.17
RC0074					59	66		7	0.27
RC0075	462215	7790446	-60	0	42	44	80	2	0.13	including 1m at 2.73 g/t Au
RC0075					68	70		2	0.24
RC0076	462215	7790406	-60	0	68	70	80	2	0.11	including 2m at 1.37 g/t Au EOH
RC0076					72	74		2	0.11
RC0077	462215	7790366	-60	0	70	74	80	4	0.13
RC0078	462215	7790326	-60	0	46	48	80	2	0.17	EOH
RC0078					72	74		2	0.11
RC0079	462777	7790346	-60	0	8	9	100	1	0.48
RC0079					10	11		1	0.40
RC0079					32	36		4	1.15

==> picture [56 x 16] intentionally omitted <==

110

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RC0079					38	51		13	0.60
RC0079					52	56		4	0.60
RC0079					95	100		5	0.78
RC0079					96	98		2	0.10
RC0079					98	99		1	1.27
RC0079					99	100		1	1.48
RC0080	463655	7790266	-60	0	82	84	140	2	0.16
RC0080					92	95		3	0.24
RC0080					96	97		1	0.36
RC0080					100	102		2	0.27
RC0080					106	110		4	0.63
RC0080					111	114		3	0.59
RC0080					128	130		2	0.18
RC0081	461495	7790286	-60	0	36	38	80	2	0.14
RC0081					57	59		2	0.73
RC0082	461495	7790326	-60	0	10	13	80	3	0.23
RC0082					34	38		4	0.51
RC0082					53	60		7	0.34
RC0082					64	66		2	0.14
RC0082					72	74		2	0.27
RC0083	461495	7790366	-60	0	68	70	80	2	0.18	EOH
RC0083					78	79		1	0.48
RC0084	461495	7790406	-60	0	9	13	80	4	1.04
RC0084					48	51		3	0.24
RC0084					58	62		4	0.18
RC0084					70	72		2	0.13
RC0084					74	76		2	0.15
RC0086	462295	7790306	-60	0	33	35	80	2	0.95
RC0086					69	71		2	0.44
RC0086					72	76		4	0.22
RC0086					78	80		2	0.16
RC0087	462295	7790346	-60	0	38	42	80	4	0.24
RC0087					44	45		1	0.50
RC0087					47	48		1	0.57
RC0087					50	53		3	0.18
RC0087					54	56		2	0.19	including 2m at 1.57 g/t Au
RC0087					62	64		2	0.19
RC0087					72	75		3	0.28
RC0088	462295	7790386	-60	0	22	24	100	2	0.17
RC0088					93	98		5	0.16
RC0089	462773	7790406	-60	0	16	18	50	2	0.20
RC0089					20	48		28	0.28
RC0090	462773	7790386	-60	0	42	46	80	4	0.17
RC0090					56	58		2	0.11	including 2m at 6.6 g/t Au

==> picture [56 x 16] intentionally omitted <==

111

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RC0090					62	64		2	0.17
RC0091	462773	7790366	-60	0	10	24	82	14	0.51
RC0091					26	28		2	0.19
RC0091					48	50		2	0.20
RC0092	462773	7790346	-60	0	24	26	81	2	0.12
RC0092					34	36		2	0.52	including 1m at 13.9 g/t Au
RC0092					38	40		2	0.13	including 2m at 4.66 g/t Au EOH
RC0092					74	76		2	0.30
RC0093	463695	7790256	-60	0	14	16	63	2	0.51	EOH
RC0093					22	26		4	3.78
RC0093					32	34		2	1.01
RC0093					36	40		4	0.31
RC0093					56	58		2	0.14
RC0094	463693	7790236	-60	0	42	46	81	4	0.90
RC0094					50	51		1	0.14
RC0094					52	57		5	3.26
RC0094					68	81		13	0.83
RC0094					70	74		4	0.15
RC0094					76	81		5	0.17	EOH
RC0095	463695	7790216	-60	0	70	72	84	2	0.21
RC0095					74	76		2	0.26
RC0096	463582	7790454	-60	45	47	48	80	1	0.13
RC0096					56	57		1	0.12
RC0097	463560	7790432	-60	45	32	33	80	1	1.09
RC0097					35	36		1	0.15
RC0097					55	56		1	0.18
RC0097					57	59		2	0.15
RC0097					61	62		1	0.12
RC0097					79	80		1	1.57
RC0098	462986	7790818	-60	45	45	46	80	1	0.12
RC0098					57	58		1	0.11
RC0099	462962	7790789	-60	45	18	19	80	1	0.22
RC0099					25	26		1	0.11
RC0099					28	29		1	0.13
RC0099					38	39		1	0.31
RC0099					47	48		1	0.12
RC0099					57	59		2	0.22
RC0099					78	79		1	0.26
RC0102	463781	7790133	-60	45	20	21	80	1	0.65
RC0102					22	26		4	0.26
RC0102					50	51		1	0.17
RC0102					61	62		1	0.37
RC0103	463753	7790105	-60	45	33	34	75	1	0.15
RC0103					58	59		1	0.23

==> picture [56 x 16] intentionally omitted <==

112

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RC0104	463800	7790180	-60	135	22	23	80	1	0.18
RC0105	463772	7790208	-60	135	23	24	80	1	0.24
RC0105					25	26		1	0.33
RC0105					35	36		1	2.55
RC0105					42	43		1	0.11
RC0106	463743	7790237	-60	135	22	23	80	1	0.14
RC0106					26	28		2	0.40
RC0106					39	40		1	0.59
RC0106					42	44		2	0.12
RC0106					46	47		1	0.13
RC0106					55	57		2	0.50
RC0109	463693	7789726	-60	0	76	78	90	2	0.21
RC0114	463773	7789896	-60	0	54	55	75	1	0.21
RC0116	463773	7789836	-60	0	63	64	80	1	0.15
RC0117	463773	7789806	-60	0	18	19	80	1	0.19
RC0118	463773	7789776	-60	0	18	20	80	2	0.10
RC0119	463773	7789746	-60	0	37	38	80	1	0.71
RC0121	463853	7790046	-60	0	30	33	80	3	0.19
RC0125	463773	7790146	-60	0	37	39	80	2	0.10
RC0125					45	47		2	0.30
RC0125					49	51		2	0.10
RC0126	463773	7790116	-60	0	22	24	80	2	0.11
RC0126					24	26		2	0.10
RC0126					30	32		2	0.14
RC0126					38	40		2	0.10
RC0126					58	59		1	0.28
RC0126					59	60		1	0.58
RC0126					76	78		2	0.14
RC0127	463771	7790206	-60	0	16	18	80	2	0.14	including 1m at 2.35 g/t Au
RC0127					32	34		2	0.53
RC0127					43	44		1	0.41
RC0128	463773	7790176	-60	0	29	31	80	2	0.20
RC0128					45	47		2	0.27
RC0128					75	77		2	0.10
RC0129	463774	7790197	-60	45	16	18	80	2	0.11
RC0129					44	46		2	0.11
RC0130	463753	7790176	-60	45	56	58	80	2	0.13
RC0130					60	62		2	0.10
RC0131	463732	7790155	-60	45	40	42	80	2	1.25
RC0131					55	56		1	2.18
RC0131					61	62		1	0.17
RC0132	463746	7790225	-60	45	24	26	80	2	0.15
RC0132					40	41		1	0.47
RC0132					42	44		2	0.13

==> picture [56 x 16] intentionally omitted <==

113

==> picture [157 x 47] intentionally omitted <==

Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RC0133	463725	7790205	-60	45	41	42	80	1	0.98
RC0133					69	72		3	0.22
RC0134	463703	7790182	-60	45	64	65	80	1	0.32
RC0134					71	72		1	1.00
RC0134					72	73		1	0.34
RC0134					74	75		1	0.37
RC0135	463724	7790261	-60	45	36	37	80	1	0.12
RC0135					38	40		2	0.19
RC0135					43	44		1	0.57
RC0135					54	56		2	0.18
RC0136	463703	7790239	-60	45	20	21	80	1	0.63
RC0136					53	54		1	0.50
RC0137	463682	7790218	-60	45	52	53	80	1	0.87	EOH
RC0137					62	64		2	0.21
RC0137					74	76		2	0.18	including 1m at 3.97 g/t Au
RC0138	463618	7790381	-60	45	16	17	80	1	0.23
RC0138					58	60		2	0.17
RC0138					66	68		2	0.14
RC0139	463597	7790360	-60	45	40	42	80	2	0.17
RC0139					50	52		2	0.19	EOH
RC0139					64	65		1	1.21
RC0139					72	74		2	0.17
RC0139					76	80		4	0.19
RC0140	463576	7790338	-60	45	60	62	80	2	0.13
RC0141	463589	7790410	-60	45	52	54	80	2	2.07
RC0141					57	61		4	0.68
RC0141					70	73		3	0.43
RC0141					75	76		1	1.92
RC0142	463569	7790388	-60	45	50	52	80	2	0.11
RC0142					78	80		2	0.11
RC0144	442076	7791114	-60	224	0	2	102	2	0.16
RC0144					10	12		2	0.10
RC0144					30	34		4	0.49
RC0144					48	62		14	0.28
RC0144					90	92		2	0.42
RC0145	442110	7791163	-60	224	20	24	120	4	0.12
RC0145					36	38		2	1.06
RC0145					60	62		2	0.14
RC0145					70	72		2	0.53
RC0146	441938	7791346	-60	224	8	10	150	2	0.13
RC0146					12	14		2	0.26
RC0146					24	26		2	0.18	including 2m at 2.29 g/t Au
RC0146					48	50		2	3.24
RC0146					52	54		2	0.15

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114

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Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RC0146					60	64		4	1.09
RC0146					66	70		4	0.65
RC0146					72	78		6	0.16
RC0146					82	88		6	0.37
RC0146					92	94		2	0.13
RC0146					100	106		6	0.33
RC0146					142	144		2	0.64
RC0147	441889	7791439	-60	224	66	72	150	6	1.07
RC0147					82	86		4	0.21
RC0147					90	92		2	0.11
RC0147					116	120		4	0.26
RC0147					124	130		6	0.62
RC0147					142	144		2	0.27
RC0147					148	150		2	0.17	EOH
RC0148	441351	7791530	-60	224	12	14	102	2	0.12
RC0148					16	20		4	0.32
RC0148					24	26		2	0.10
RC0148					26	28		2	0.19
RC0148					34	36		2	0.12
RC0148					40	42		2	0.14
RC0148					46	48		2	0.24
RC0148					50	52		2	0.19
RC0148					68	72		4	0.91
RC0148					74	76		2	0.22
RC0149	441404	7791585	-60	224	8	14	116	6	0.14
RC0149					22	26		4	0.12
RC0149					40	44		4	0.14
RC0149					46	48		2	0.26
RC0149					52	54		2	0.20
RC0149					58	60		2	0.26
RC0149					70	72		2	0.26
RC0149					74	76		2	0.22
RC0149					78	82		4	0.76
RC0149					84	86		2	0.52
RC0149					98	104		6	0.55
RC0149					106	116		10	0.41	EOH
RC0150	441041	7792360	-60	224	2	4	180	2	0.16
RC0150					34	36		2	0.15
RC0150					40	42		2	2.09
RC0150					52	54		2	0.17
RC0150					62	66		4	0.52
RC0150					68	70		2	0.10
RC0150					70	72		2	0.19
RC0150					80	84		4	0.12

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115

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Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
RC0150					94	96		2	0.21
RC0150					136	140		4	0.14
RC0150					160	162		2	0.69
RC0151	440927	7792242	-60	44	20	24	180	4	0.18
RC0151					32	34		2	0.27
RC0151					42	44		2	0.12
RC0151					76	78		2	0.27
RC0151					80	88		8	0.30
RC0151					92	100		8	0.92	including 2m at 2.7 g/t Au
RC0151					104	128		24	0.39
RC0151					142	144		2	0.16
RC0151					148	156		8	0.31
RC0151					160	162		2	0.25
RC0151					176	178		2	0.10
TRB0062	428786	7822006	-60	180	23	25	62	2	0.94
TRB0191	438837	7826388	-60	184	65	66	120	1	0.27
TRB0194	438832	7827100	-60	182	18	20	27	2	0.11
TRB0198	439434	7825984	-60	183	58	59	73	1	0.13
TRB0201	439434	7826464	-60	180	83	91	120	8	0.20
TRB0238	443334	7824449	-60	183	37	38	54	1	0.27
TRB0238					42	45		3	0.40
TRB0238					47	51		4	0.55
TRB0238					52	54		2	0.17	EOH
TRB0240	443333	7825185	-60	188	100	102	120	2	0.20
TRB0251	429084	7821849	-60	183	64	65	66	1	0.27
TRB0255	425789	7821311	-60	271	46	49	76	3	0.46
TRB0255					68	70		2	0.31
TRB0257	425903	7821315	-60	275	50	51	79	1	0.21
TRB0257					52	53		1	0.11
TRB0257					69	71		2	0.28
TRB0257					77	78		1	0.17
TRB0259	425986	7821309	-60	274	25	27	79	2	0.75
TRB0259					28	34		6	0.38
TRB0259					43	47		4	0.49
TRB0259					70	72		2	0.28
TRB0290	439930	7825849	-60	4	28	30	77	2	0.64
TRB0290					55	56		1	0.44
TRB0296	442311	7825045	-60	4	37	38	126	1	0.10
TRB0296					39	40		1	0.17
TRB0300	442310	7824444	-60	4	53	54	105	1	0.15
TRB0311	443332	7825105	-60	4	45	46	126	1	0.25
TRB0311					62	64		2	0.16
TRB0314	443336	7824545	-60	4	52	53	83	1	0.38
TRB0314					55	56		1	0.19

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116

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Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
TRB0314					68	76		8	0.51
TRB0314					77	83		6	0.19	EOH
TRB0315	443333	7824388	-60	4	46	47	60	1	0.11
TRB0315					49	56		7	0.11
TRB0316	443338	7824267	-60	4	64	65	88	1	0.17
TRB0316					65	66		1	0.44
TRB0316					75	76		1	0.51
TRB0326	442917	7824501	-60	4	49	50	58	1	0.10
TRB0326					54	55		1	0.15
TRB0335	443770	7824358	-60	4	69	72	107	3	0.15
TRB0335					83	84		1	0.16
TRB0335					86	87		1	0.12
TRB0335					88	93		5	0.13
TRB0335					94	97		3	0.18
TRB0335					98	99		1	0.14
TRB0406	438823	7826311	-60	4	69	70	98	1	0.74
TRB0406					79	80		1	0.11
TRB0407	438829	7826226	-60	4	66	67	90	1	0.14
TRB0411	438999	7826763	-60	4	127	128	129	1	0.41
TRB0411					128	129		1	0.24
TRB0433	440637	7825286	-60	4	103	104	104	1	0.28
TRB0440	441431	7825401	-60	4	63	65	90	2	0.46
TRB0477	423436	7821182	-60	184	25	26	34	1	0.24
TRB0477					27	28		1	0.11
TRB0491	424251	7821806	-60	184	14	18	19	4	0.18
TRB0494	424933	7821598	-60	184	24	25	27	1	0.37
TRB0503	425630	7822027	-60	184	2	4	85	2	0.14
TRB0503					44	45		1	0.52
TRB0503					53	55		2	0.60
TRB0504	425632	7822106	-60	184	23	27	39	4	0.51
TRB0509	425869	7821925	-60	184	108	116	120	8	0.32
TRB0510	425869	7822005	-60	184	36	37	118	1	0.28
TRB0510					38	39		1	0.15
TRB0511	425865	7822082	-60	184	12	13	81	1	1.07
TRB0511					56	57		1	0.36
TRB0513	425870	7822162	-60	184	17	18	51	1	0.37
TRB0513					19	20		1	0.21
TRB0513					33	45		12	0.68	including 3m at 1.2 g/t Au
TRB0513					46	49		3	0.42
TRB0518	426113	7821850	-60	184	40	44	120	4	0.16
TRB0518					44	48		4	0.42
TRB0518					56	68		12	0.22
TRB0518					100	104		4	0.12
TRB0519	426113	7821925	-60	184	44	46	120	2	0.19

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Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
TRB0520	426114	7822007	-60	184	40	41	102	1	0.18
TRB0520					43	44		1	0.56
TRB0520					55	56		1	0.80
TRB0520					62	64		2	0.61
TRB0521	426114	7822088	-60	184	29	32	36	3	0.36
TRB0527	426357	7822048	-60	184	64	67	119	3	0.22
TRB0527					68	71		3	0.28
TRB0527					72	75		3	0.21
TRB0528	426355	7822130	-60	184	79	80	97	1	0.22
TRB0532	426595	7822051	-60	184	64	65	120	1	0.20
TRB0538	439930	7825766	-60	4	78	79	120	1	0.41
TRB0545	443176	7824568	-60	4	93	96	119	3	0.31
TRB0551	443497	7824489	-60	4	40	43	61	3	0.44
TRB0551					48	50		2	0.37
TRB0552	443492	7824398	-60	4	39	42	66	3	0.76
TRB0552					45	51		6	0.59	including 1m at 2.53 g/t Au
TRB0552					56	66		10	0.44	EOH
TRB0553	443494	7824322	-60	4	36	54	55	18	0.68	including 4m at 1.7 g/t Au
YOAR0004	439133	7826286	-60	0	60	63	66	3	0.13
YOAR0005	439133	7826256	-60	0	54	58	63	4	0.33
YOAR0007	439133	7826196	-60	0	55	56	67	1	0.15
YOAR0011	439133	7826076	-60	0	36	37	67	1	0.11
YOAR0015	439333	7826196	-60	0	30	34	66	4	0.20
YOAR0020	439333	7826046	-60	0	23	25	64	2	0.62
YOAR0022	439333	7825986	-60	0	63	64	64	1	0.13	EOH
YOAR0023	439133	7826271	-60	0	48	49	108	1	0.16
YOAR0023					54	55		1	0.24
YOAR0023					56	57		1	0.14
YOAR0024	439133	7826241	-60	0	102	103	108	1	0.11
YOAR0024					105	108		3	0.15	EOH
YOAR0026	439133	7826046	-60	0	76	77	99	1	0.23
YOAR0026					92	98		6	0.23
YOAR0027	439233	7826271	-60	0	38	39	90	1	0.19
YOAR0027					41	42		1	0.19
YOAR0027					44	45		1	0.26
YOAR0027					46	47		1	0.33
YOAR0028	439233	7826236	-60	0	0	2	96	2	0.21
YOAR0028					42	43		1	0.12
YOAR0028					52	53		1	0.21
YOAR0028					54	55		1	0.32
YOAR0028					56	61		5	1.47	including 1m at 6.16 g/t Au
YOAR0029	439233	7826201	-60	0	69	72	93	3	0.13
YOAR0032	439333	7826181	-60	0	39	40	99	1	0.13

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118

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Hole	East	North	(o)	Azimuth (o)	From (m)	To (m)	Total Depth (m)	Interval (m)	Grade Au g/t	Comments
YOAR0032					42	43		1	0.22
YOAR0033	439333	7826151	-60	0	80	82	87	2	0.13
YOAR0039	439533	7825946	-60	0	25	27	88	2	0.37
YOAR0039					35	36		1	0.45
YOAR0039					38	41		3	0.42
YOAR0040	439533	7825911	-60	0	70	73	96	3	0.30
YOAR0044	439733	7826046	-60	0	89	90	90	1	0.14	EOH
YOAR0047	439733	7825941	-60	0	42	43	90	1	0.35
YOAR0047					72	73		1	0.25
YOAR0048	439733	7825906	-60	0	39	42	90	3	0.20
YOAR0048					46	48		2	0.62
YOAR0048					50	51		1	0.71
YOAR0048					63	76		13	0.24
YOAR0048					79	80		1	0.15
YOAR0049	439733	7825871	-60	0	73	74	93	1	0.32
YOAR0056	441733	7824811	-60	0	10	11	90	1	0.43

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Appendix 2 JORC Table 1

The information has been extracted from Encounter Resources ASX Releases dated 22 November 2019 and 23 January 2020, where Peter Bewick acted as the competent person for the RC drilling.

All other data was collected prior to JORC table requirements to provide detailed information. It is believed that the surface sampling, and sampling of vacuum, RAB Aircore, reverse circulation and diamond drilling has been conducted using industry standard practices considered appropriate for the time. Details of this are largely documented in the historical reports used to compile this document and apart from the work in the last five years listed below, is not included in this JORC table. Further information regarding work conducted by previous parties can be obtained from the WAMEX reports listed in section 9.

Section 1 Sampling Techniques and Data

Criteria	JORC Code explanation	Commentary
Sampling techniques	Nature and quality of sampling (e.g., cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the broad meaning of sampling.	Afghan, Mojave and Hutch's prospects were sampled by Newcrest Mining Ltd reverse circulation (RC) drilling. An 8 (Afghan), 3 (Mojave) and 17 (Hutch's Find) hole program has been completed for a total of 2,292m (Afghan), 900m (Mojave) and 4930m (Hutch's Find) of RC drilling. Reconnaissance drill sections were generally completed at 400m to 800m line spacing and 150-250m hole spacing.
	Include reference to measures taken to ensure
	sample representivity and the appropriate	Drill hole collar locations were recorded by handheld
	calibration of any measurement tools or systems	GPS, which has an estimated accuracy of +/- 5m.
	used
	Aspects of the determination of mineralisation that
	are Material to the Public Report. In cases where	Reverse circulation drilling was used to obtain 2-4 kg
	‘industry standard’ work has been done this would	samples every 1m downhole and composited into 2m.
	be relatively simple (e.g., ‘reverse circulation	The samples from the drilling were sent to Intertek
	drilling was used to obtain 1 m samples from which	Genalysis preparation laboratory in Alice Springs, NT
	3 kg was pulverised to produce a 30 g charge for	where the samples were dried, crushed, pulverized and
	fire assay’). In other cases, more explanation may	split to a sub – sample (assay pulps). Assay pulps sent on
	be required, such as where there is coarse gold	to Intertek Genalysis laboratory in Townsville, QLD for
	that has inherent sampling problems. Unusual	analysis by Fire Assay (AA50 * 1 used for high Level -
	commodities or mineralisation types (e.g.,	ICP - AES used for low level Au) and 4-Acid digest ICP –
	submarine nodules) may warrant disclosure of	AES and ICP – MS methods for multi-element suite.
	detailed information
	Drill type (e.g., core, reverse circulation, open-hole
Drilling techniques	hammer, rotary air blast, auger, Bangka, sonic, etc) and details (e.g., core diameter, triple or standard tube, depth of diamond tails, face- sampling bit or other type, whether core is oriented	Results reported in this announcement refer to samples from RC drilling. The RC holes were drilled using 150mm face sampling hammer.
	and if so, by what method, etc).
Drill sample recovery	Method of recording and assessing core and chip sample recoveries and results assessed	RC recoveries were estimated as a percentage and recorded by Newcrest field staff during logging.

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	Criteria	JORC Code explanation	Commentary
			Driller’s used appropriate measures to minimize down-
			hole and/or cross – hole contamination in RC drilling
		Measures taken to maximise sample recovery and ensure representative nature of the samples	including regularly cleaning of sample hose, and cone splitter. Drilling of samples affected by ground water was noted during sampling/logging. Additional hole
			casing and cementing to 24m downhole was utilized for
			stabilize specific holes and improve sample recoveries.
		Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	To date, no detailed analysis to determine the relationship between sample recovery and/or and grade has been undertaken for this drill program.
		Whether core and chip samples have been
		geologically and geotechnically logged to a level of	Geological logging has been completed on all drill holes,
Logging		detail to support appropriate Mineral Resource	with lithology, alteration, mineralisation, structure and
		estimation, mining studies and metallurgical	veining recorded.
		studies.
		Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.	Geological logging is qualitative in nature and records interpreted lithology, alteration, mineralisation, structure, veining and other features of the samples and core.
		The total length and percentage of the relevant intersections logged	All drill holes have been logged in full
Sub-sampling techniques and sample preparation		If core, whether cut or sawn and whether quarter, half or all core taken.	N/A – no core drilling was completed in this program
			RC samples were collected on the rig using a cone
			splitter. Where sample mass proved insufficient, a spear
			tool was used to recover sample material from bulk
		If non-core, whether riffled, tube sampled, rotary	meter bags by sampling across the profile of the bag.
		split, etc and whether sampled wet or dry.	Samples were recorded as being dry, moist or wet by
			Newcrest field staff. Newcrest field staff also recorded
			sample quality as good, fair or poor to denote recovery
			and potential contamination.
			The samples have been sorted, dried and weighed.
		For all sample types, the nature, quality, and	Primary preparation has been by crushing the whole
		appropriateness of the sample preparation	sample to ~2mm. A jaw and boyd crusher were utilized
		technique.	prior to the samples being pulverised to ~100microns in
			a vibrating pulveriser.
		Quality control procedures adopted for all sub-	Field QC procedures involve the use of commercial
		sampling stages to maximise representivity of	certified reference materials (CRMs) and in house blanks.
		samples.	The insertion rate of these is at an average of 1:20.
		Measures taken to ensure that the sampling is	Field duplicates were taken during RC drilling and were
		representative of the in-situ material collected,	collected on the rig via a cone splitter at a rate of 1:20.
		including for instance results for field	The results from these duplicates are assessed on a
		duplicate/second-half sampling.	periodical basis.
		Whether sample sizes are appropriate to the grain size of the material being sampled.	The sample sizes are considered appropriate to give an accurate indication of the mineralisation at Afghan, Mojave and Hutch's Find
			Au was determined via Fire Assay. The samples have
Quality of laboratory	assay data and tests	The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.	been analysed by Firing a 50gm (approx) portion of the sample. This is the classical fire assay process and will give total separation of Gold, Platinum and Palladium in the sample. These measurements have been determined
			using an analytical balance.

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Criteria	JORC Code explanation	Commentary
	For geophysical tools, spectrometers, handheld XRF
	instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations	N/A – no geophysical or handheld XRF instruments were used to determine information reported in this report.
	factors applied and their derivation, etc.
	Nature of quality control procedures adopted (e.g., standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established.	Laboratory QAQC involves the use of internal lab standards using certified reference material, blanks, splits and replicates as part of in-house procedures. Newcrest also submitted an independent suite of CRMs, blanks and field duplicates (see above). A formal review of this data is completed on an annual basis.
Verification of sampling and	The verification of significant intersections by either	The intersections included in this report have been
assaying	independent or alternative company personnel.	verified by Sarah James (Senior Exploration Geologist).
	The use of twinned holes.	No twinned holes have been drilled
		Sampling data was collected on standardized hard copy
	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.	sample sheets. Sampling sheets and primary logging data for Afghan and Mojave was entered into digital tablets using Geosoft’s MX Deposits logging application software. Data collected was sent offsite to Newcrest’s
		Database (AcQuire software), which is backed up daily
	Discuss any adjustment to assay data.	N/A – no adjustments have been made to the assay data
Location of data points	Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.	Drill hole collar locations are determined using a handheld GPS. Down hole surveys were collected at the completion of each hole using a north seeking gyro.
	Specification of the grid system used.	The grid system used is MGA_GDA94, zone 52
		Estimated RLs were assigned during drilling and are to
	Quality and adequacy of topographic control.	be corrected at a later stage using the best available
		DTM.
		The majority of drilling completed in this program is
Data spacing and distribution	Data spacing for reporting of Exploration Results.	reconnaissance in nature with line spacing at approximately 400m to 800m with hole spacing along
		lines at 150-250m
	Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied.	Mineralisation has not yet demonstrated to be sufficient in both geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications to be applied.
		RC drilling from Afghan, Mojave and Hutch's Find was
	Whether sample compositing has been applied.	composited from 1m drill intervals into 2m composite
		samples via cone splitter
	Whether the orientation of sampling achieves
Orientation of data in relation to	unbiased sampling of possible structures and the	N/A – this is early-stage drilling and the orientation of
geological structure	extent to which this is known, considering the	sampling to the mineralisation is not known
	deposit type.
	If the relationship between the drilling orientation
	and the orientation of key mineralised structures is	This is early-stage drilling and the orientation of
	considered to have introduced a sampling bias, this	sampling to the mineralisation is not known.
	should be assessed and reported if material.

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Criteria	JORC Code explanation	Commentary
		The chain of custody is managed by Newcrest. Samples
		were delivered by Newcrest personnel to Newcrest’s base
		camp at Coyote Mine site and prepared for dispatch
		from the project area. The sample dispatches were
Sample security	The measures taken to ensure sample security.	transported to the assay laboratory in Alice Springs via a
		dedicated trucking service, CASH Freight Services.
		Tracking protocols have been emplaced to monitor the
		progress of all samples batches through to delivery of
		assayresults
		Sampling techniques and procedures are regularly
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	reviewed internally, as is data. To date, no external audits have been completed on Afghan, Mojave and
		Hutch's Find

Section 2 Reporting of Exploration Results

Criteria JORC Code explanation Commentary The Afghan and Mojave prospects are located within the tenement E45/5147 which is held by Hamelin Resources Pty Ltd, a 100% owned subsidiary of Encounter Resources Ltd. These prospects are within land where Type, reference name/number, location and the Tjurabalan People have been determined to hold ownership including agreements or material native title rights. Mineral tenement and land tenure issues with third parties such as joint ventures, The Hutch’s Find prospect is located within the status partnerships, overriding royalties, native title tenement E45/5145 which is held by Hamelin Resources interests, historical sites, wilderness or national Pty Ltd, a 100% owned subsidiary of Encounter park and environmental settings. Resources Ltd. These tenements are contained completely within land where the Warlpiri People have been determined to hold native title rights. No historical or environmentally sensitive sites have been identified in the area of work.

						Previous exploration at Afghan consisted of regional
						surface geochemical sampling including rock chip, lag,
						soil and auger sampling, and vacuum drill sampling.
						These techniques identified geochemical anomalies that
						were targeted with rotary air blast (RAB) followed by
						reverse circulation (RC) in some areas. A significant
						(+0.1g/t) near surface zone of gold (Au) anomalism has
						been outlined in historical drilling over a 2km strike at
Exploration	done	by	other	parties	Acknowledgment and appraisal of exploration by other parties.	the Afghan Prospect. No drilling deeper than 120m had been completed at the Afghan prospect Previous
						exploration at Mojave consisted of regional surface
						geochemical sampling including lag, soil, plant and
						auger sampling. The prospect was drilled via rotary air
						blast (RAB) drilling, followed by reverse circulation (RC).
						A significant (+0.1g/t)) zone of gold (Au) anomalism has
						been outlined in historical drilling over a 600m strike at
						the Mojave Prospect. No drilling deeper than 156m had
						been completed at the Mojave prospect.

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	JORC Code explanation	Commentary
		Previous exploration within Watts Licence E80/5145
		consisted of regional surface geochemical sampling
		including rock chip, lag, soil and auger sampling, and
		vacuum drill sampling. These techniques identified
		geochemical anomalies that were targeted with rotary
		air blast (RAB) or Aircore (AC) drilling, followed by
		reverse circulation (RC) and diamond drilling.
		In 2000 Barrack gold completed a 500m x 500m
		vacuum drilling grid. However, this drill spacing is
		considered broad and may miss significant results.
		A Landsat TM interpretation in 2001 allowed for
		regional geological and regolith interpretation and
		characterization.
		A significant surface zone of coincident gold (Au)-
		arsenic (As) anomalism has been outlined over a 2.5km
		strike at the Hutch’s Find Prospect. Previously, this
		anomalous zone was targeted with RAB drilling and
		additional vacuum drilling in 1995. In 1996/1997 the
		prospect was further tested with RAB drilling.
		Tanami Gold NL undertook limited RC and diamond
		drilling in the period from 2010-2013. Only two (2) drill
		holes deeper than 200m have been completed at the
		Hutch’s Find prospect precious to Newcrest-Encounter
		JV drilling.
		The Afghan, Mojave and Hutch's Find prospects are
		situated in the Proterozoic Tanami Province of Western
		Australia. A simplified geological interpretation shows
Geology	Deposit type, geological setting, and style of mineralisation.	east-west striking fold closures offset by northwest interpreted faults. Stubbins Formation sediments interspersed with mafic volcanic sills have been logged
		in historic drill core and RC chips. The prospect is
		considered prospective for sediment – hosted ‘Callie
		style’ vein hosted gold mineralisation
	A summary of all information material to the
Drill hole Information	understanding of the exploration results including a tabulation of the following	Refer to Appendix 1 Drilling Summaries
	information for all Material drill holes:
	easting and northing of the drill hole collar
	elevation or RL (Reduced Level – elevation above sea
	level in metres) of the drill hole collar
	dip and azimuth of the hole
	down hole length and interception depth
	hole length.
	In reporting Exploration Results, weighting
	averaging techniques, maximum and/or	All reported assays have been reported with a nominal
Data aggregation methods	minimum grade truncations (e.g., cutting of	0.1g/t Au lower cut-off over a minimum of 1m. No
	high grades) and cut-off grades are usually	upper cut-offs have been applied.
	Material and should be stated.
	Where aggregate intercepts incorporate short
	lengths of high-grade results and longer lengths of low-grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations	Higher grade intervals that are internal to broader zones of gold mineralisation are reported as included intervals, using lower cut-offs of 1g/t Au.
	should be shown in detail.
	The assumptions used for any reporting of metal equivalent values should be clearly stated.	No metal equivalents have been reported in this announcement
Relationship between mineralisation widths and intercept lengths	These relationships are particularly important in the reporting of Exploration Results.	The geometry of the mineralisation is not yet known due to insufficient drilling.
	If the geometry of the mineralisation with
	respect to the drill hole angle is known, its
	nature should be reported.

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Criteria	JORC Code explanation		Commentary
	If it is not known and only the down hole
	lengths are reported, there should be a clear
	statement to this effect (e.g., ‘down hole length,
	true width not known’).
	Appropriate maps and sections (with scales)
	and tabulations of intercepts should be included
Diagrams	for any significant discovery being reported. These should include, but not be limited to a	Refer to body	of the report
	plan view of drill hole collar locations and
	appropriate sectional views.
	Where comprehensive reporting of all
	Exploration Results is not practicable,	All significant	intervals are reported with a 0.1g/t Au
Balanced reporting	representative reporting of both low and high grades and/or widths should be practiced to	lower cut-off with no minimum width (with internal higher-grade intervals quoted using a lower cut-offs of
	avoid misleading reporting of Exploration	1g/t Au)
	Results.
	Other exploration data, if meaningful and
	material, should be reported including (but not
	limited to): geological observations; geophysical
	survey results; geochemical survey results; bulk	All meaningful and material information has been
Other substantive exploration data	samples – size and method of treatment;	included in the body of the text. No metallurgical or
	metallurgical test results; bulk density,	mineralogical	assessments have been completed.
	groundwater, geotechnical and rock
	characteristics; potential deleterious or
	contaminating substances.
	The nature and scale of planned further work
Further work	(e.g., tests for lateral extensions or depth	Refer to body	of the report
	extensions or large-scale step-out drilling).
	Diagrams clearly highlighting the areas of
	possible extensions, including the main
	geological interpretations and future drilling
	areas, provided this information is not
	commercially sensitive

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Annexure B – Solicitor’s Report

Hamelin Gold Limited Solicitor’s Report on Tenements

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14 September 2021

The Directors Hamelin Gold Limited Suite 2, 1 Alvan Street Subiaco WA 6007

Our ref: 2145647

Dear Directors

Solicitor's Report

This Solicitor’s Report is prepared for inclusion in a prospectus for an Initial Public Offering for admission to the official list of the Australian Stock Exchange ( ASX ) by Hamelin Gold Limited ACN 650 439 580 ( Company ) which includes an offer of 50,000,000 shares at an issue price of A$0.20 each to raise A$10,000,000 and oversubscriptions of a further 10,000,000 Shares to a maximum of 60,000,000 Shares at an issue price of A$0.20 each to raise up to A$12,000,000, including a pro rata priority offer to existing shareholders of Encounter Resources Limited ( Encounter ) of up to 25,000,000 Shares at an issue price of A$0.20.

This report relates to the Company’s West Tanami Project comprising exploration licences 80/5132, 80/5137, 80/5145, 80/5146, 80/5147, 80/5186, 80/5323 and 80/5571 (together the Tenements ) applied for and granted under the Mining Act 1978 (WA) ( Mining Act ), located in the Tanami region in Western Australia.

The Tenements are held by Hamelin Resources Pty Ltd ACN 140 741 340 ( Hamelin Resources ). Hamelin Resources is a wholly owned subsidiary of the Company.

As at the date of this Solicitor’s Report, there are other Western Australian mining tenements registered in the name of Hamelin Resources which do not comprise the West Tanami Project. We are instructed that these tenements were acquired by wholly owned subsidiaries of Encounter prior to the demerger of the Company from Encounter, are subject to pending transfers and that Hamelin Resources holds no ongoing beneficial interest in these tenements.

1. Searches

The legal due diligence enquiries undertaken by HopgoodGanim Lawyers in relation to the Tenements located in Western Australia involved reviewing:

(a) Mining Tenement Register maintained by the Department of Mines, Industry Regulation and Safety ( DMIRS ) through extracts obtained by LandTrack Systems as at 14 September 2021;
(b) Quick Appraisals as at 6 September 2021;
(c) a search of the National Native Title ( NNTT ) register as a 8 September 2021; and
(d) Aboriginal heritage searches of registered sites and ‘other heritage places’ as at 6 September 2021,

(together the Searches ).

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2. Opinions

2.1 As a result of the Searches, subject to our assumptions, qualifications and exceptions set out in this Solicitor’s Report, we are satisfied that at the date of the relevant Searches the Solicitor’s Report provides an accurate statement as to:
(a) the status of the Tenements and the Company’s interests in the Tenements;
(b) the standing of the Tenements;
(c) the non-standard conditions which apply to the granted Tenements; and
(d) third party interests, including encumbrances, in relation to the Tenements.
2.2 We note that we have not conducted official searches of the Mining Tenement Register directly with DMIRS and are relying on a third party information vendor trading as LandTrack Systems (ABN 17 109 058 620) who obtain a daily extract of the Mining Tenement Register to provide to their customers.
2.3 We have also been provided with the Heritage Protection Agreement with the Tjurabalan Native Title Land Aboriginal Corporation RNTBC and the Kimberley Land Council Aboriginal Corporation referred to in paragraphs 3.39 to 3.45 relating to the Tenements.

3. Summary of the Solicitor’s Report

Subject to the comments and qualifications set out in this Solicitor’s Report, as at the date of this Solicitor’s Report, we make the comments set out below, based on the Searches.

For further detail, the legislation governing the Tenements is set out in general terms in paragraph 4 below.

Ownership

3.1 As set out in the Tenement Schedule in Schedule 1 ( Tenement Schedule ), the Tenements are all granted and held by Hamelin Resources.

Rent

3.2 All of the rental payments due for the 2022 tenement year for each of the Tenements have been paid in full. Please refer to the Tenement Schedule for the dates rent is due for each Tenement for the next tenement year (being the tenement year ending in 2023) and amount of the rental payment.
3.3 See paragraphs 4.26 to 4.29 in relation to rent requirements generally.

Expenditure

3.4 Expenditure reports are required to be lodged annually within 60 days of the anniversary of grant of each Tenement. All expenditure reporting obligations are up to date or have not yet become due. Please refer to the Tenement Schedule for dates the expenditure reports are due for each Tenement and the applicable expenditure commitment for the current tenement year (being the tenement year ending 2021) and the next tenement year (being the tenement year ending in 2022).
3.5 Based on the Searches, the minimum expenditure commitment has either been met or an exemption granted for each Tenement in each tenement year since grant, except for E80/5323 as noted below.

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3.6 An exemption application was lodged for E80/5323 for the reporting year ending 28 July 2021 on 13 September 2021 and is pending determination. The objection period closes on 18 October 2021. If no objections are lodged the Minister will determine the application. If an objection is lodged the exemption application will be determined by the Warden in the Warden’s Court. As at the date of the Searches, there have been no objections lodged. We are instructed that the exemption has been sought on the grounds set out in sections 102(2)(b), (2)(d), (2)(g) and 102(3) of the Mining Act.
3.7 An exemption application was refused in relation to E80/5323 for the year ending 28 July 2020. DMIRS forfeiture proceedings were initiated and resolved with no penalty imposed.
3.8 We are instructed that E80/5323 is a lower priority tenement for the Company’s first year activities as a heritage clearance will be required before activities can be carried out on E80/5323.
3.9 See paragraph 4.30 in relation to expenditure requirements generally and paragraphs 4.14 to 4.17 in relation to the potential consequences of non-compliance with expenditure requirements.

Registered Dealings and Encumbrances

3.10 There are no current mortgages, caveats or other encumbrances registered or recorded against the Tenements, which may reveal third party interests in the Tenements.

Third party interests

3.11 Except for the Heritage Protection Agreement referred to in paragraphs 3.39 to 3.45, we are not aware of any current contracts which relate to any third party interests in the Tenements.

Extension of Term of Tenements

3.12 The expiry dates of the granted Tenements are in 2023 and 2024, except for E80/5571 which expires in 2026. The Tenement Schedule sets out the specific expiry dates of the granted Tenements.
3.13 The Tenements are in their first term and may, in prescribed circumstances and at the Minister’s discretion, be extended by a further period of five (5) years, followed by further periods of two (2) years.
3.14 See paragraph 4.6 in relation to extensions of the term of exploration licences generally.

Conditions

3.15 The Tenements are subject to specific standard conditions and endorsements imposed by DMIRS (in addition to those conditions deemed to be included under the Mining Act).
3.16 Non-standard conditions (being those not listed in the DMIRS standard conditions and endorsements list) applicable to each Tenement are set out in the Non-Standard Conditions Schedule at Schedule 2. We have also noted any other potentially onerous conditions in the Non-Standard Conditions Schedule, such as limitations on the ability to conduct activities in the Reserve.
3.17 There was no indication from the Searches that any of the standard or non-standard conditions of the Tenements have been breached by the holders of the Tenements, to the extent that the Searches reveal such information.
3.18 The Tenements are subject to conditions preventing access to, or the commencement of activities on, the Reserve, Geodetic Survey Stations and an Aerial Landing Ground.

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3.19 See paragraphs 4.13 and 4.39 to 4.41 in relation to tenement conditions generally.

Overlapping Tenements

3.20 The Quick Appraisals show there are currently no third-party tenements which overlap the granted Tenements.
3.21 Paragraphs 4.55 to 4.56 set out the legislation regarding situations where there is an overlap between the Tenements and a third party tenement.

Land Access

C Class Reserve

3.22 Details of the overlap of the Reserve with the Tenements are listed below.

Tenements	Overlapping Land	% of Tenement overlapped
E80/5132	R26399 C Class Reserve for the Use & Benefit of Aborigines	5.96%
E80/5137	R26399 C Class Reserve for the Use & Benefit of Aborigines	25.58%
E80/5145	R26399 C Class Reserve for the Use & Benefit of Aborigines	55.80%
E80/5146	R26399 C Class Reserve for the Use & Benefit of Aborigines	100%
E80/5147	R26399 C Class Reserve for the Use & Benefit of Aborigines	7.59%
E80/5186	R26399 C Class Reserve for the Use & Benefit of Aborigines	100%
E80/5571	R26399 C Class Reserve for the Use & Benefit of Aborigines	100%

3.23 A map of the area of the Tenements and the area of the Reserve is set out below in Schedule 3.
3.24 Sections 24(1)(f) and 24(7A) of the Mining Act provides that land to which Part III of the Aboriginal Affairs Planning Authority Act 1972 (WA) applies ( AAPAA ) (being land vested in the Crown which is reserved for the use and benefit of Aboriginal inhabitants) requires written consent from the Minister to carry out any exploration or mining on that land. The Reserve is a reserve for the use and benefit of Aboriginal people and hence the Company requires Ministerial consent to carry out exploration and mining on the area of the Reserve. As the Tenements listed above in paragraph 3.22 overlap the Reserve, it is a requirement of the Mining Act that Ministerial consent is obtained to carry out any exploration or mining on the area of the Reserve. Ministerial consent has been given in respect of all the Tenements affected by the Reserve, except for E80/5571 (which was recently granted on 9 September 2021). E80/5571 contains a condition that: The prior written consent of the Minister responsible for the Mining Act must be obtained before commencing any exploration activities on Use and Benefits of Aborigines Reserve 26399. We are instructed that Hamelin Resources will seek the necessary Ministerial consent before commencing any exploration activities on E80/5571.
3.25 Section 31 of the AAPAA also requires entry onto a Part III reserve by a tenement holder to be authorised. Authorisation for entry onto a reserve for the purposes of mining is granted by way

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of a mining entry permit. The Tenements listed above in paragraph 3.22 (except for E80/5571) each contain a condition that: Entry on Use & Benefit of Aborigines Reserve 26399 and activities undertaken on the Licence by any non-Aboriginal lessee, licensee, employee, contractor or agent being authorised by an entry permit issued under the provisions of the AAPA.

3.26 We are instructed that Hamelin Resources has been issued a Mining Entry Permit valid from 22 January 2019 in respect of all the Tenements affected by the Reserve, except for E80/5571, which authorises Hamelin Resources and its employees and contractors to enter the Reserve. We are instructed that Hamelin Resources will seek a new Mining Entry Permit in relation to the E80/5571.
3.27 Paragraphs 5.1 to 5.2 set out the restrictions on tenements being granted over on Crown reserves generally.

Pastoral Lease / Private Land

3.28 The Tenements do not overlap any pastoral leases or private land.

Native Title

Native Title Overlaps

3.29 The Quick Appraisals and NNTT searches indicate that the Tenements are all 100% within the Tjurabalan People determination (WCD2001/001).
3.30 The Tjurbalan Native Title determination was made by consent on 20 August 2001.

Native Title Status

3.31 Registered native title claims and determinations of native title attract the procedural processes under the NT Act.
3.32 The granted Tenements were processed through the NT Act as acts attracting the expedited procedure.
3.33 We assume that where the Tenements have been granted, the relevant processes under the NT Act have been complied with, and that the grants of the Tenements were validly made.
3.34 Paragraph 6 sets out detailed information about native title processes and the NT Act generally.

Aboriginal Cultural Heritage

Aboriginal Heritage

3.35 Searches of the DPLH Aboriginal Heritage Inquiry System indicated that, there no registered Aboriginal cultural heritage ‘sites’, or other heritage places identified over the Tenements.
3.36 It is important to note that the inclusion or non-inclusion of an area or place on the DPLH Heritage register is not in any way indicative of the existence of Aboriginal cultural heritage.
3.37 Detailed information of the laws concerning Aboriginal cultural heritage is provided at paragraph 7.

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Native Title, Heritage and Indigenous Land Use Agreements

3.38 Searches of the ILUA register indicate that there are no ILUAs covering the areas of the Tenements.
3.39 We have been provided with a Native Title, Heritage Protection and Mineral Exploration Agreement for Tjurabalan Lands between Tjurabalan Native Title Land Aboriginal Corporation RNTBC ( Native Title Party ), the Kimberley Land Council ( KLC ) and Hamelin Resources dated 22 August 2018, originally relating to E80/5132, E80/5137, E80/5145, E80/5146, E80/5147 and E80/5186 ( Heritage Protection Agreement ).
3.40 The Heritage Protection Agreement relates to exploration and if Hamelin Resources wishes to convert to a mining leases, it must enter into good faith negotiations to conclude an agreement with the Native Title Party in relation to mining.
3.41 The Heritage Protection Agreement contains a process for new tenements (other than mining leases) to be included in the Heritage Protection Agreement, with the Native Title Party’s agreement. We are instructed that separate deeds of variation were entered by the parties to incorporate E80/5323 and E80/5571 into the Heritage Protection Agreement. Accordingly, all Tenements are now subject to the Heritage Protection Agreement.
3.42 The Heritage Protection Agreement provides that Hamelin Resources must:
(a) provide community benefits to the Native Title Party including making annual payments for the Tenements subject to the agreement (or providing an equivalent amount of goods and services in kind to the Native Title Party, with its consent) and using best endeavours to provide employment and economic activities;
(b) only conduct on-ground exploration activity after obtaining the consent of the Native Title Party through the heritage impact assessment process and the conduct of a work program clearance or field inspection as required (which will be funded by Hamelin Resources);
(c) only apply for Ministerial consent under sections 16 or 18 of the AH Act with the consent of the Native Title Party; and
(d) fund the cost of cultural awareness training, meetings between the parties in connection with the agreement and the KLC and the Native Title Party’s costs of performing their functions under this Agreement.
3.43 The Heritage Protection Agreement provides that the Native Title Party and KLC will consent (and withdraw any objections) to the Tenements subject to Heritage Protection Agreement and provide recommendations to the minister or Aboriginal Lands Trust as appropriate for the issue of a mining entry permit for exploration within the Aboriginal Reserve or the grant of consent in accordance with section 24 of the Mining Act.
3.44 The Heritage Protection Agreement does not affect any right of the Native Title Party to seek compensation under the NT Act or any other law.
3.45 Under Heritage Protection Agreement, Hamelin Resources indemnifies KLC and related entities (including members of the field inspection or survey teams) from and against liability caused by exploration by Hamelin Resources on the land or any breach of the agreement by Hamelin Resources.

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4. Governing Legislation for the Tenements

Exploration Licences

Grant of exploration licences

4.1 Section 57 of the Mining Act provides that the Minister may, upon application by any person, grant to that person an ‘exploration licence’ on such terms and conditions as the Minister may determine. The applicant must provide a statement specifying the proposed method of exploration, details of a proposed work programme, the estimated amount of expenditure on exploration if the exploration licence is granted and the technical and financial resources of the applicant (section 58(1) of the Mining Act). An applicant must provide such further information or evidence in support of the application as the mining warden or mining registrar may require (excluding any prior test results or samples) (section 58(3) of the Mining Act). The applicant must serve the application on owners and occupiers of land subject to the application (section 58(4) of the Mining Act).
4.2 Before granting the exploration licence, the Minister will receive and consider a tenement report from the mining registrar (where there are no objections to the application) or the warden (where objections are lodged and heard by the warden) about whether to grant or refuse the application, however the Minister is not beholden to such tenement reports in making its decision (section 59(1)-(6) of the Mining Act). The mining registrar or the warden shall not recommend the grant of an exploration licence unless he or she is satisfied that the applicant is effectively able to explore the land in respect of which the application has been made (section 57(3) of the Mining Act).
4.3 An applicant must also adequately address native title prior to the grant of the tenure (refer to paragraph 6 below).

Rights under exploration licences

4.4 While in force and subject to restrictions in respect of protected Crown land, an exploration licence authorises the holder to explore for minerals and carry out such ancillary works and operations (for example, digging pits, trenches and holes) as are necessary for that purpose (section 66(b) of the Mining Act). Furthermore, the holder may enter and re-enter land the subject of the licence with such agents, employees, vehicles, machinery and equipment as may be necessary or expedient to undertake the relevant exploration activities (section 66(a) of the Mining Act). The terms ‘explore’, ‘exploration’ or ‘exploring’ are not defined by the Mining Act and therefore assume their ordinary and natural meanings.
4.5 Despite these rights, certain Crown land is protected from mining. For example, the holder of an exploration licence will not be entitled to explore on any Crown land that is (amongst other things) situated within 100m of any land that is in actual occupation and on which a house or other substantial building is erected, without the written consent of the occupier (section 20(5)(c) of the Mining Act). However, other Crown land, such as land within 100m of (amongst other things) a stockyard, orchard, vineyard, airstrip or airfield, or on a pastoral lease and within (amongst other things) 400m of any dam, well or bore, will not require the written consent of the occupier to explore if the mining warden grants permission (section 20(5)(ea) of the Mining Act). The mining warden will not give permission unless he or she is satisfied that the holder has met its compensation obligations to owners or occupiers of land impacted by mining activities (section 20(5) of the Mining Act). The Minister also has the power to exempt from time to time certain land from mining that is not private land or land the subject of a mining tenement or application for a mining tenement (section 19(1) of the Mining Act).

Term of an exploration licence and extension of term

4.6 Section 61 of the Mining Act provides for the term of exploration licences and their periods for extension. An exploration licence which was granted or applied for on or after 10 February 2006

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remains in force for a period of five (5) years and may, in prescribed circumstances and at the Minister’s discretion, be extended over the whole or a part of the exploration licence by a further period of five (5) years, followed by further periods of two (2) years. The Mining Act and Mining Regulations provide that the Minister may grant extensions to the terms for the Tenements upon application by the holders in the last year of the relevant term. The relevant prescribed circumstances for an extension include where the Minister is satisfied that planned exploration could not be carried out due to delay in obtaining necessary approvals or due to the land being unworkable for at least a considerable part of one year of the term, or where the Minister is satisfied that work carried out justifies further exploration (regulation 23AB of the Mining Regulations).

Conditions of exploration licences

4.7 Exploration licences are granted subject to various standard conditions prescribed by the Mining Act including payment of annual rent, minimum expenditure requirements, reporting requirements and standard environmental conditions, as well as any conditions that may be imposed by the Minister in respect of a particular mining tenement (such as restrictions on accessing certain Crown lands or waters or Government sites).
4.8 The Mining Act also deems certain conditions to be mandatory for an exploration licence. These deemed conditions include (amongst other things) requirements for the holder to report mineral discoveries of ‘economic interest’ and not to use ‘ground disturbing equipment’ until a work programme is lodged and approved by the Minister (sections 62 and 63 of the Mining Act).

Transfer of exploration licences

4.9 No legal or equitable interest in or affecting an exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the Minister (section 64 of the Mining Act). The Department’s position is that consent to transfer under section 64 will only be given when there is no outstanding rent on the licence, evidence is provided that the transferee has necessary financial and technical ability to work the ground as outlined in section 58(1) and (1aa) and a statement is provided confirming the transferee will continue with the proposed exploration programme or a revised exploration programme is submitted with the transfer document (DMIRS Position Paper 6 effective 25 March 2021). If consent is provided, the transfer of the legal interest in an exploration licence must be registered under the Mining Act to be legally effectual (section 103C(8) of the Mining Act).

Application for a mining lease

4.10 The holder of an exploration licence which is in force has the right to apply for and, subject to the grant requirements of the Mining Act, have granted, one or more mining leases over any part or parts of the land the subject of the licence (section 67(1) of the Mining Act). Where an application for a mining lease is lodged before the expiry date of the exploration licence but the application is not determined by that date, the Mining Act extends the term of the exploration licence until the application for the lease is determined (section 67(2) of the Mining Act).

Application for retention status

4.11 Alternatively, the holder of an exploration licence may apply for ‘retention status’ for the licence where a mineral resource has been identified but it is impracticable to mine at the present time (because it is uneconomic or unmarketable), but the resource may reasonably be expected to become economic or marketable in the future (section 69B(1)(a),(b)(i) of the Mining Act). The mineral resource must be identified as coming within the classification of the JORC 2004 Code as either an inferred mineral resource, indicated mineral resource or measured mineral resource (regulation 89C of the Mining Regulations). Other bases of retention include that the relevant resource is required to sustain operations for an existing or future operation or there are existing political, environmental or other difficulties in obtaining the requisite approvals (section 69B(1)(b)(ii) and (iii) of the Mining Act). The grant of retention status will entitle the holder to

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improved extension options and reduced expenditure obligations. On approval of the retention status or subsequently, the Minister may require the holder of the exploration licence to comply with a specified work programme (section 69D of the Mining Act) or show cause why a mining lease should not be applied for and to require such application where sufficient reasons are not forthcoming (section 69E of the Mining Act).

Partial surrender of an exploration licence

4.12 Section 65 of the Mining Act provides that the holder of an exploration licence granted in respect of more than 10 blocks must surrender 40% of the blocks granted before the end of the sixth year. If a holder has not lodged the required surrender by the end of the sixth year, the Minister must, by notice in writing, require the holder to lodge the surrender within a period specified in the notice. This requirement does not apply to an exploration granted retention status. Any area converted to a mining lease or general purpose lease shall be taken into account as though it were an area of land surrendered in satisfaction of the surrender requirement.

Mining Tenement Conditions and Forfeiture

4.13 Mining tenements in Western Australia are granted subject to various standard conditions prescribed by the Mining Act including payment of annual rent, minimum expenditure requirements, tenement reporting requirements and standard environmental conditions, as well as any conditions that may be imposed by the Minister in respect of a particular mining tenement (such as restrictions on mining or access to certain reserves).
4.14 If the holder of an exploration licence fails to comply with the terms and conditions of a tenement, the mining warden or the Minister, as applicable, may impose a fine or order that the tenement be forfeited (sections 63A and 96A of the Mining Act). In most cases an order for forfeiture can only be made where the breach is of sufficient gravity to justify forfeiture of the tenement. A fine can be imposed as an alternative to forfeiture and in some circumstances, no fine may be issued.
4.15 In the case of failure to comply with the annual minimum expenditure requirement the tenement holder can apply to the DMIRS for an exemption from that expenditure requirement (section 102 of the Mining Act). Exemption may be granted for a variety of reasons, including that time is required to purchase and erect machinery and that the ground the subject of the tenement is unworkable (section 102(2) of the Mining Act). However, if an exemption application is refused then it is open to the mining warden or Minister (as applicable) to impose a fine or make an order for forfeiture. As noted above, an order for forfeiture can only be made where the breach is of sufficient gravity to justify forfeiture.
4.16 An application by a third party for forfeiture against a tenement holder must be made during the expenditure year in relation to which the requirement is not complied with or within eight months thereafter (section 98(2) of the Mining Act). For the Warden to forfeit or recommend forfeiture of a tenement due to a third party forfeiture application, the forfeiture applicant bears the onus to prove that there has not been compliance with the prescribed expenditure conditions in the relevant year and if there has been non-compliance, the tenement holder bears the onus to satisfy the Warden that the non-compliance is not, in all the circumstances of the case, of sufficient gravity to warrant the forfeiture of the tenement (section 98(5) of the Mining Act). Key factors in determining whether the breach is of sufficient gravity include, works carried out on the tenement (ie the less work done, the more likely the tenement will be forfeited), prior noncompliance with expenditure requirements and whether the tenement holder included false or misleading information on the Form 5 Operations Report.
4.17 The Warden may only recommend forfeiture for exploration licences to the Minister who will determine if they should be forfeited or, alternatively, if a fine should be imposed (section 98 of the Mining Act). The Warden and Minister may, as an alternative to forfeiture, impose no penalty or impose a fine of no more than $10,000 per tenement which may be awarded to the forfeiture applicant (section 98(4A) of the Mining Act).

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4.18 It is noteworthy that the expiry, surrender or forfeiture of a mining tenement does not affect any existing liability to pay rent or penalties, comply with obligations attached to the tenement or for defaults made or done under the tenement (section 114B of the Mining Act).

Offences and Penalties

4.19 Anyone acting in contravention of, or failing to comply with the Mining Act is deemed to commit an offence (section 154(1) of the Mining Act).
4.20 Where a person has carried on mining (which is defined under section 8(1) to include fossicking, prospecting, and exploring for minerals and mineral operations) on any land without being duly authorised under the Mining Act or any other Act, the penalty for a body corporate is $300,000 and if the offence is a continuing one, a further fine of $30,000 for every day or part of a day during which the offence has continued (section 155 of the Mining Act).
4.21 It is important to note that where a body corporate is convicted of an offence, every director and every other officer concerned in the management of the body corporate is guilty of the offence if it is proved that the act or omission that constituted the offence took place with his or her authority, permission or consent (section 154(3) of the Mining Act).
4.22 A mining tenement may also be liable for forfeiture if the holder of the licence is convicted of an offence against the Mining Act (section 63A of the Mining Act), and DMIRS is less likely to allow further extensions of the term where this occurs.

Effect of Registration of Title in WA

4.23 The Mining Act provides for a register on which grants of and dealing in mining tenements are recorded (section 103F of the Mining Act). An important issue for persons dealing in mining tenements is the extent to which they can rely upon this register as evidence that the holder’s title is valid, and therefore ‘indefeasible’.
4.24 Unlike the Torrens legislation (which enables such persons to rely solely on the register to validate title), the register under the Mining Act provides a ‘limited’ indefeasibility. Rather than offering full protection, section 116(2) of the Mining Act provides that a person dealing with the registered title holder can rely on the register to take a good title free of any competing, unregistered interests. However, this protection is subject to two (2) important qualifications:
(a) registration will not of itself validate the transaction by which that person took from the registered title holder (that transaction could still be shown to be invalid and the register rectified); and
(b) registration may be prevented by caveat.
4.25 Generally, a caveat is a statutory injunction which operates to protect a party’s interest in a mining tenement by ‘freezing’ the register, thereby preventing further dealings in the tenement to the detriment of the protected interest.

Rent

4.26 The Mining Act and Mining Regulations provide that rent must be paid by the holders to hold the Tenements. The rate of rent depends upon the type of mining tenement. Rent is payable yearly in advance and is due on the anniversary date after the commencement of the term of the Tenement and must be paid not later than one month after that date.
4.27 Rent is payable for each of the Tenements pursuant to section 108 of the Mining Act and regulation 109 of the Mining Regulations (as prescribed by Schedule 2 of the Mining Regulations).

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4.28 The rent paid and payable for the Tenements in the current and previous year is detailed in the Tenement Schedule.
4.29 If the holder of an exploration licence has failed to pay the rent owing by the due date, the tenement is liable for forfeiture under section 96A or 63A of the Mining Act upon declaration by the Minister in the government gazette that the exploration licence is forfeited. Alternative options available to the Minister, however, include imposing a fine of up to $150,000 (for a company) or imposing no penalty at all (section 96A of the Mining Act).

Expenditure Requirements

4.30 The holder of an exploration licence must comply with the prescribed expenditure conditions for the licence unless an exemption is granted under the Mining Act. A tenement will be liable to forfeiture by the Minister or a third party if the expenditure obligations are not complied with (see further detailed information at paragraphs 4.15 to 4.17).

Combined Reporting Groups

4.31 Combined reporting groups allow the holder to apply for a “project exemption” from expenditure requirements under section 102(2)(h) of the Mining Act, if it can be established that the aggregate expenditure for the combined reporting tenements would satisfy the requirements for a particular tenement, had the aggregate expenditure been apportioned between each tenement in the respective Combined Reporting Group.

Security and Bonds

4.32 Each of the Tenements is subject to the Mining Rehabilitation Fund ( MRF ).
4.33 The Mining Act requires that applicants and transferees of mining tenements lodge a $5,000 security with DMIRS for every tenement, to protect against the holder not complying with the tenement conditions and the requirements of the Mining Act and the Mining Regulations (section 126 of the Mining Act and regulations 75(a) and 112 of the Mining Regulations).
4.34 As of 1 July 2013, the majority of environmental bonds in Western Australia have been retired due to the operation of the MRF. The new system requires tenement holders to pay an annual levy on their tenements into a fund, which can later be used to rehabilitate mining sites. The levy is calculated based on the area of disturbed land, the kind of disturbance and the relevant environmental impact.
4.35 The MRF requires disturbance data (describing the number of hectares disturbed and the type of disturbance) to be collated and submitted online to the DMP annually. The data is used to calculate a levy which the tenement holder must pay. Tenements with a liability estimate below $50,000 must report disturbance data but will not be required to pay a levy to the MRF.
4.36 Disturbance data for the Western Australian Tenements must be submitted by 30 June of a given year for the reporting period 1 July of the previous year to 30 June of the current year and if applicable the levy paid for that year.
4.37 The obligation to report disturbance data and pay the levy for a given year, and any penalties for non-payment, are borne by the holder recorded in DMIRS’ Mineral Titles Online system who holds the relevant mining tenement on the due date. This liability remains with that holder even if the tenement is transferred to a third party after the due date.
4.38 DMIRS also retains the discretion to impose bonds in addition to the MRF on a case by case basis. There are some bonds on certain projects in Western Australia. DMIRS will generally impose a bond in addition to MRF where they consider there is “high risk of rehabilitation liability reverting to the state”.

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Standard Conditions

4.39 The Mining Act provides that exploration licences are held subject to standard conditions and any specific conditions that may be imposed by the Minister. Standard conditions concern issues such as tenement reporting, reporting economic discoveries, not using ground disturbing equipment without an approved work programme, rehabilitating the land and removing waste and rubbish. The specific conditions are mainly concerned with the holders not accessing certain Crown reserves or sites without the permission of the responsible Minister.
4.40 Section 63 of the Mining Act provides that all exploration licences are granted with certain deemed or standard conditions. These standard conditions include that the holder will explore for minerals and:
(a) will promptly submit a tenement report in writing to the Minister on all minerals of economic interest discovered in, on or under the land the subject of the exploration licence or prospecting licence; and
(b) will not use ground disturbing equipment when exploring for minerals on the land the subject of the exploration licence or prospecting licence unless:
- (1) the holder has lodged in the prescribed manner a programme of work in respect of that use;
- (2) the holder has paid the prescribed assessment fee in respect of the programme of work;
- (3) the programme of work has been approved in writing by the Minister or a prescribed official; and
(c) will fill in or otherwise make safe to the satisfaction of a prescribed official all holes, pits, trenches and other disturbances to the surface of the land the subject of the exploration licence or prospecting licence which are:
- (1) made while exploring for minerals;
- (2) in the opinion of the prescribed official, likely to endanger the safety of any person or animal; and
- (3) will take all necessary steps to prevent fire, damage to trees or other property and to prevent damage to any property or damage to livestock by the presence of dogs, the discharge of firearms, the use of vehicles or otherwise.
4.41 Section 63AA of the Mining Act provides that ‘reasonable conditions’ may be attached to a exploration licence in respect of preventing, reducing or making good injury to the land for which the licence is sought or was granted, or injury to anything on the surface or below the land or consequential damage to any other land.
(a) further standard conditions, apparent upon review of the public enquiry tenement reports for the Tenements, are that the holder must:
(b) rehabilitate all disturbances to the surface of the land no later than 6 months after carrying out exploration activities;
(c) remove all rubbish prior to termination of the exploration program;
(d) obtain the prior written approval of the Environmental Officer for DMIRS before using mechanised equipment causing disturbance to the surface of the land;

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(e) notify the holder of any underlying pastoral or grazing lease by telephone or in person prior to undertaking airborne geophysical surveys or any ground disturbing activities; and
(f) notify any underlying pastoral or grazing lease holder of any transfer of a licence.

Environmental requirements

4.42 We note that environmental due diligence is outside the scope of this report and we were not instructed to carry out any environmental due diligence. However, we provide the following information as a general guide to environmental requirements relating to the Tenements.
4.43 The Environmental Protection Act 1986 (WA) ( EP Act ) regulates activities that are likely to have an impact on the environment.
4.44 Part IV of the EP Act sets out the regime for the referral and assessment of proposals likely to have a significant effect on the environment. Section 38 provides that any person may refer a ‘significant proposal’ (being a proposal likely to have a significant effect on the environment) to the EPA for assessment. The words ‘significant effect’ are not defined by the EP Act and therefore assume their natural and ordinary meaning.
4.45 Upon referral the EPA will decide either that (sections 39A and 40 of the EP Act):
(a) no assessment is required;
(b) a public environment review is required; or
(c) assessment on proponent information only is sufficient.
4.46 If the EPA assesses a proposal, it will prepare an assessment tenement report on the proposal and give that tenement report to the Minister (section 44 of the EP Act). After publishing the tenement report and consulting within the Government, the Minister will decide whether or not to implement the proposal and will publish a statement to that effect (section 45 of the EP Act). Where a proposal is approved, the proponent must implement the proposal in accordance with the statement (and any conditions thereto), otherwise it will commit an offence (section 47(1) of the EP Act).
4.47 Part V of the EP Act sets out pollution and environmental harm offences. Under this Part, it is an offence to intentionally or with criminal negligence cause pollution (whether waste, odour, noise, electromagnetic waves etc.) or emit unreasonable emissions from any premises (section 49 of the EP Act). The Part also sets out offences for:
(a) dumping or discharging waste (which may affect the public or cause pollution) (sections 49A and 50 of the EP Act);
(b) committing ‘material environmental harm’ (environmental harm that is not trivial or negligible, or involves actual or potential property loss of more than $20,000) (section 50B of the EP Act);
(c) committing ‘serious environmental harm’ (environmental harm that is irreversible or on a wide scale, or in an area of high conservation value or significance, or results in actual or potential property loss of more than $100,000) (section 50A of the EP Act); and
(d) the unauthorised clearing of native vegetation (section 51C of the EP Act).
4.48 The EP Act provides for certain defences to these offences (sections 74-76 of the EP Act).

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4.49 We have not conducted searches of current and historical environmental and planning approvals relating to the Tenements.
4.50 Some of the standard and specific conditions attached to the Tenements impose environmental requirements upon the holders of the Tenements. The more important of these obligations include compliance with the relevant mining proposal and mine closure plans obtaining the consent of an officer of DMIRS or the Minister before interfering with the surface of land (under an approved works programme) or carrying out activities on or near specified sites or reserves, rehabilitating the land within six (6) months and removing waste.

Contaminated Sites

4.51 We have not carried out any contaminated sites searches or considered any potential contaminated sites issues on the Tenements because environmental due diligence is outside the scope of this report. We provide the following information as a guide only to the law regarding contaminated sites.
4.52 In general terms, the Contaminated Sites Act 2003 (WA) ( CSA ) requires a person to report any area known or suspected to be contaminated, or commit an offence punishable by fines of up to $250,000, and a daily penalty of $50,000 (section 11 of the CSA).
4.53 The CEO of the Department of Environment and Conservation ( DEC ) must classify the contaminated site. If the site is classified as requiring remediation, responsibility to remediate generally lies with the person responsible for causing the contamination.
4.54 Occupiers of land who seek to change the use of contaminated land assume liability for any remediation required to enable the new use (section 26 of the CSA). If the Tenements have contaminated sites, and remediation is required by the DEC, the holder may become responsible for remediation of that contamination.

Overlapping Tenements and Tenure

4.55 The Mining Act provides that the granted area of a mining lease, exploration licence or a prospecting licence will not include any land the subject of a current mining tenement (other than a miscellaneous licence). However, a miscellaneous licence may be granted over another miscellaneous licence or another tenement and vice versa.
4.56 Section 117(2) of the Mining Act provides that each grant of a mining tenement shall be deemed to contain an express reservation of the rights to which the holder of the existing mining tenement is entitled. This establishes a priority of first in time so where there is an overlap between the Company’s Tenements and a third party tenement, the Company should be aware that its right on its Tenements may be limited by the rights of the third party especially if that third party has first in time priority.

Safety

4.57 The Mines Safety and Inspection Act 1994 (WA) ( MSIA ) seeks to ensure that the risk to health and safety of persons at a mine is at an acceptable level.
4.58 The MSIA imposes a duty on employers to, so far as is practicable, provide and maintain at a mine a working environment in which that employer’s employees are not exposed to hazards, are properly trained, instructed and supervised, and provided with protective equipment and clothing as required (section 9(1) of the MSIA). The employer will not avoid this duty simply by appointing a ‘manager’ at the mine (section 9(5) of the MSIA). Breaches of these duties may result in penalties for a corporation of a fine up to $500,000 for a first offence and $625,000 for a subsequent offence (sections 4A and 9A of the MSIA).

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4.59 Other noteworthy aspects of the MSIA include that the MSIA still applies to contractors and employees of contractors as if they were employees of the principal who controls site. These obligations apply to exploration activities as well as mining activities.

5. Land Access and Compensation

Crown Reserves

5.1 The Mining Act restricts access to certain Crown lands, such as timber and forest reserves (among others) without approval. The Mining Act permits mining tenements to be applied for and granted in respect of land that is subject to a Crown reserve (such as a townsite, national or marine park, nature or timber reserve or water management area), usually subject to the provision of written consent by the Minister and compliance with any specific procedures relevant to the type of underlying reserves (sections 23, 24, 24A and 25 of the Mining Act).
5.2 Sections 24(1)(f) and 24(7A) of the Mining Act provides that areas covered by reserves under Part III of the AAPAA may be mined with the written consent of the Minister (subject to any applicable terms and conditions which are imposed) who will consult with the Minister responsible for the administration of that reserve (section 24(7A),(7B) and (7C)) of the Mining Act).

Other

5.3 The existence of other overlapping tenure (such as pastoral leases, private and or other tenements) can place limitations or conditions on access to the Tenements. Those limitations and conditions are not set out in this report as there are currently no pastoral leases, private land or tenements held by third parties which overlap Tenements.

6. Native title

Commonwealth native title law

6.1 The NT Act prescribes a regime by which persons claiming to hold native title may lodge a claim to that effect for determination; by which any future act affecting native title (such as the grant of mining tenements) may be validly undertaken; and by which registered claimants may be afforded certain procedural rights including the ‘right to negotiate’.
6.2 Under the NT Act, native title can be confirmed to have been either totally or partially extinguished by certain grants. These grants are called Previous Exclusive Possession Acts or Previous Non-Exclusive Possession Acts, respectively.
6.3 Previous Exclusive Possession Acts are considered to be so inconsistent with the continued enjoyment of native title rights that they completely extinguish native title, and once extinguished, native title cannot revive. Relevantly, a grant will be a Previous Exclusive Possession Act and therefore will have extinguished native title where it:
(a) is valid; and
(b) took place on or before 23 December 1996; and
(c) consists of the grant or vesting of any of the following:
- (1) a Scheduled Interest;
- (2) a freehold estate;

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  - (3) a commercial lease that is neither an agricultural lease nor a pastoral lease;

  - (4) an exclusive agricultural lease or an exclusive pastoral lease;

  - (5) a residential lease;

  - (6) a community purposes lease;

  - (7) what is taken by s 245(3) of the NT Act (which deals with the dissection of Mining Leases into certain other leases) to be a separate lease in respect of land or waters mentioned in paragraph (a) of that subsection; or

  - (8) any lease (other than a Mining Lease) that confers a right of exclusive possession over particular land or waters.

6.4 Tenures which may co-exist with native title are generally non-exclusive leases such as pastoral leases, pastoral development holdings, some special leases and term leases for grazing or pastoral purposes, occupation licences and permits to occupy. Such grants and interests are known as Previous Non-Exclusive Possession Acts and will be confirmed to have extinguished native title only to the extent of any inconsistency.
6.5 The existence of a native title claim over an area of land is not evidence for the existence or otherwise of native title. The existence of native title is a question of fact to be determined by an assessment of the extent to which native title has been adversely affected or extinguished by adverse Government action. A claim is an expression of interest by a native title group, which is subject to a detailed assessment by the Government and ultimately the Federal Court. A native title group receives a procedural right to negotiate in relation to land the subject of their native title claim where the grant of a mining tenement is proposed by the State.
6.6 Where native title is found not to have been extinguished over an area of land, any act that will affect that native title will be subject to the future act procedures under the NT Act. For mining activities, this procedure could be one of three options:
(a) the ‘Expedited Procedure’;
(b) right to negotiate ( RTN ) resulting in a section 31 Agreement and Ancillary Agreement; or
(c) negotiation of an indigenous land use agreement ( ILUA ).
6.7 The application of the expedited procedure is a ‘fast-tracking’ of mining grants under section 32 of the NT Act where such grants do not affect or are unlikely to involve major disturbance to land or waters, or to Aboriginal sites and Aboriginal objects, or are not likely to interfere directly with the carrying on of community or social activities of the relevant native title holders. If a registered native title group does not object to the application of the expedited procedure within 4 months from the ‘notification date’, the tenement may be granted at the conclusion of the 4 month notification period.
6.8 If a registered native title group objects to the application of the expedited procedure, the applicant for the mining tenement and the registered native title group may either:
(a) seek a determination from the NNTT as to whether the grant of the tenement is an act attracting the ‘Expedited Procedure’;
(b) enter into an agreement which provides for the withdrawal of the objection and a protocol for the protection of Aboriginal cultural heritage (a ‘Heritage Protection Agreement’); or
(c) enter the RTN procedure and create a full section 31 Agreement under the NT Act.

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6.9 Where the State does not indicate the expedited procedure is applicable, the parties must enter into the RTN procedure under the NT Act. There are RTN guidelines which should be followed in the process however ultimately the NNTT administers the future act processes that attract the RTN. The NNTT’s role includes mediating between parties, conducting inquiries and making decisions (‘future act determinations’) where parties cannot reach an agreement. The outcome of the RTN process is known as a ‘Section 31 Agreement’ which is an agreement between the parties to the doing of the future act. A ‘Section 31 Agreement’ must be registered with the State. An Ancillary Agreement may also be made between the parties (to which the State is not a party) which will deal with matters relating to compensation and usually ACH.
6.10 The time frame for the RTN negotiations will generally vary between 6 and 12 months. The process begins with the State issuing a Section 29 Notice indicating that it proposes to grant the tenement. A notification period follows during which native title parties have 3 months to lodge claims and an additional month to register their claims with the NNTT. If at the end of the 4 month period there is a registered claim, the parties must negotiate in good faith for a minimum of two (2) months from the end of the 4 month notification period in an effort to reach agreement on the terms of a Section 31 Agreement. If agreement cannot be reached in this time, the established tenure holder may apply for arbitration (provided that a total of 6 months has passed since the notification period began). Usually, however, parties will continue to negotiate for a longer period where there is likelihood that agreement will be reached. If a party elects to go to arbitration, the arbitration period will run for a period of 6 months. At the end of the arbitration period, the NNTT determines whether and on what conditions the tenure may be granted.
6.11 An ILUA is a voluntary agreement between a native title party and others about the use and management of land and waters. ILUAs may deal with topics such as access to an area, how native title rights coexist with the rights of others, native title holders agreeing to a future development and matters of compensation. An ILUA must be registered on the Register of Indigenous Land Use Agreements. As a general rule, an ILUA can take 12 to 18 months to complete.
6.12 The RTN process does not apply to the creation of a right to mine (by grant of a mining lease or otherwise) for the sole purpose of the construction of an infrastructure facility. These applications are dealt with pursuant to the procedure set out in section 24MD(6B) of the NT Act. In these circumstances, native title holders and registered claimants have the same procedural rights that they would have if they held ordinary freehold title. These applications must be notified to registered claimants, registered native title body corporates, and representative Aboriginal/Torres Strait Islander bodies. Registered claimants and body corporates have 2 months to lodge an objection. Where a party objects, the tenement holder must consult with the native title objectors about minimising the impact of the future act on any registered native title interests in the affected land or waters. On request of the native title objector, the State must ensure that the objection is heard by the NNTT, who may make a determination either upholding the objection, or determining that the act may be done, or may be done with conditions.

Native Title Claim over the Tenements

Implications of Native Title for Projects

6.13 The effect of a registered native title claim or determination is that the grant of a mining tenement (where the grant constitutes a future act under the NT Act) attracts procedural processes under the NT Act. Failure to adhere to future act processes will result in a future act being invalid if it is later determined that a native title claim exists in the relevant area. The consequence of invalidity would be that any third party could apply for tenure over the area of the invalid tenement. To protect its right the Company would need to apply for the grant of new tenure over the area.
6.14 Where exploration tenements have been applied for or granted over land where the extinguishment of native title has not been confirmed, the Company will need to comply with the future act provisions of the NT Act on future conversion of the licence to a mining lease.

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Risk of liability for compensation payments to native title holders

6.15 Section 125A of the Mining Act provides that if compensation is payable to native title holders for or in respect of the grant, extension or renewal of a mining tenement, the person liable to pay the compensation is (a) if an amount is to be paid and held in trust, the applicant for the grant of, or the holder of, the mining tenement at the time the amount is required to be paid; or (b) otherwise, the applicant for the grant of, or the holder of, the mining tenement at the time a determination of compensation is made. Further, the section provides that if, at the relevant time, there is no holder of the mining tenement because the mining tenement has been surrendered or forfeited or has expired, a reference in the previous subsection to the holder of the mining tenement is a reference to the holder of the mining tenement immediately before its surrender, forfeiture or expiry. In addition, certain tenements in Western Australia contain an express condition with a similar effect to the above.
6.16 Accordingly, the registered tenement holder may be liable to pay compensation for interference with native title rights and interests. In the event that a native title determination is recorded over the area of a tenement and a successful compensation determination is made against the State for interference with native title rights and interests arising as a result of mining operations on a mining tenement, it is possible that the State may, pursuant to section 125A of the Mining Act or a relevant tenement condition, pass such liability onto the current or most recent holder of that tenement (including expired tenement). To our knowledge, no such passing on of liability has been attempted by the State of Western Australia, however, the risk of liability for future compensation payments to native title holders should be considered in the transaction.

7. Aboriginal Cultural Heritage

7.1 The AH Act seeks to protect areas and objects of cultural significance to aboriginal persons irrespective of the underlying tenure of the land ( Aboriginal cultural heritage ).
7.2 The AH Act makes it an offence to, among other things, alter or damage an Aboriginal site, or object on or under an Aboriginal site (section 17 of the AH Act). A corporation breaching section 17 may be liable for fines up to $100,000 per offence and a daily penalty of $1,000 (section 57(1) of the AH Act).
7.3 An Aboriginal site is defined to include any sacred, ritual or ceremonial site which is of importance and special significance to persons of Aboriginal descent (section 5 of the AH Act). The registrar under the AH Act must keep a register listing areas or objects of Aboriginal cultural heritage (section 38 of the AH Act). However, the register is not determinative of whether Aboriginal cultural heritage exists and as such, proponents should conduct heritage due diligence when undertaking operations. Where proponents intend to carry on activities where a site has been registered, it is prudent to take extra care to ensure that all sites are properly identified and any disturbance is pursuant to consent being given under section 18 of the AH Act.
7.4 It is a defence under section 62 of the AH Act if the person disturbing the place or object did not know and could not reasonably be expected to have known, that the place or object to which the offence relates was a place or object protected under the AH Act.
7.5 The Minister for Indigenous Affairs may consent, pursuant to section 18 of the AH Act, to a person using land in a way that is likely to disturb sites or objects in breach of section 17 of the AH Act on recommendation from the ‘Aboriginal Cultural Materials Committee’, a committee of approved persons with expertise in Aboriginal cultural heritage. Such consent may be provided subject to conditions as appropriate.
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application to the Minister for Indigenous Affairs. These surveys are also useful for proponents if they have to argue for the defence under section 62 of the AH Act where disturbance is caused.

7.7 However, as noted above, the absence of recorded aboriginal cultural heritage sites within the remainder of the WA Tenements does not mean that aboriginal cultural heritage sites or objects do not exist within these other areas. The absence of recorded Aboriginal heritage sites or objects may simply reflect a lack of previous cultural heritage surveys having been conducted in an area. For conclusive results, cultural heritage surveys of these other areas must be conducted to identify any existing aboriginal cultural heritage.
7.8 It is noteworthy that new legislation is proposed to replace the AH Act. The Aboriginal Cultural Heritage Bill 2021 is expected to be introduced to parliament this year.

8. Assumptions and qualifications

8.1 In relation to the Western Australian tenure, we have made the following assumptions in the preparation of this Solicitor’s Report:
(d) our investigations were confined to the Searches unless otherwise specified. We note that this Solicitor’s Report is accurate and complete only to the extent that the information resulting from these Searches was correct as at the date that the searches were conducted;
(e) there have been no material changes in the standing of the Tenements since the dates of our searches;
(f) the Ministers administering the relevant Acts mentioned by this Solicitor’s Report and each of their delegates have been validly appointed, have acted within the scope of their power, authority and discretion in granting the Tenements and are able and willing to grant any required consents and approvals under relevant legislation;
(g) the authenticity of all signatures and seals and of any duty stamp or marking;
(h) the effectiveness, accuracy, completeness and conformity to originals of all copy documents submitted to us;
(i) that the documents are within the capacity and powers of, and have been validly authorised, executed, duly stamped (where required) and delivered by and are binding on the parties to them;
(j) that there are no defaults or contraventions under any agreement or instrument (other than those set out in this Solicitor’s Report) which have led or will lead to litigation or have other adverse consequences;
(k) that all relevant authorisations were obtained in all relevant jurisdictions prior to all transactions reviewed being entered into and were in full force and effect at all material times and that all obligations under those authorisations have been observed at all times;
(l) other than where we have indicated more information is required, that there were no documents other than those which were disclosed to us which related to the issues which we examined;
(m)
the constitutional validity of all relevant legislation;
(n) that the registered holder of a Tenement has valid legal title to the Tenement;

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Hamelin Gold Limited Solicitor’s Report on Tenements

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(o) that the native title procedures set out in the Mining Act or NT Act were complied with in respect to either the grant or renewal of any of the Tenements; and
(p) that we have not made enquiries as to the presence of Aboriginal sites, objects or remains in the Tenements, other than the Searches, and we have not made enquiries about the presence or adequacy of previous surveys.
8.2 No other matters form part of the scope of this Solicitor’s Report. We have not been instructed as part of the scope of this Solicitor’s Report to, nor have we, concerned ourselves with business or financial due diligence or an assessment of business, financial, technical or regulatory risks (apart from those regulatory risks necessarily falling within the scope).
8.3 As noted above, the scope of this report is limited only to the information obtained from the Searches, including the extracts obtained from LandTrack Systems. Other than where expressly mentioned in this Solicitor’s Report, we have not been provided with any additional information or documentation by the Company or any third parties which may be required to provide a complete understanding of the tenements.
8.4 We have not been instructed as part of the scope of this Solicitor’s Report to, nor have we, conducted searches of any contaminated sites or environmental approvals or conditions in respect of the Tenements, nor have we made enquiries about the presence of unregistered sites or the adequacy of previous Aboriginal heritage surveys.
8.5 We have not been instructed as part of the scope of this Solicitor’s Report to determine the application of safety or environmental legislation that may be relevant to the Tenements and the Company.
8.6 Where we state in this Solicitor’s Report that ‘we have been instructed’ or ‘we are advised’, this indicates that we have relied on statements (whether written or oral) provided by the Company, employees of the Company or a relevant Government department, respectively. We are unable to verify the accuracy of these statements as this verification is outside the scope of this Solicitor’s Report. We also noted where we have made assumptions and the basis for that assumption.
8.7 Where laws are mentioned, the Solicitor’s Report does not purport to mention every requirement in respect of the relevant law and items listed after the word ‘including’ in many cases are not an exhaustive list. Accordingly, specific legal advice should be obtained for specific questions about individual laws.

9. Consent

9.1 This report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus. This report is not to be relied upon by, or disclosed to, any other person or used for any other purposes or quoted or referred to in any public document (other than in connection with the issue of the Prospectus) or filed with any Government body or other person (other than in connection with the Prospectus) without our prior written consent.

Yours faithfully

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Schedule 1 - Tenement Schedule

										Standing		Overlapping interests
No.	Tenement	Registered Holder	Status	Blocks	Granted	Expiry	Aboriginal Cultural Heritage Registered Sites	Native Title Status	Security / Bond	Rent (Previous Year, Current Year and Upcoming Year *subject to annual increase on 1 July)	Expenditure (Previous Year, Current Year and Upcoming Year)
1.	E80/5132	Hamelin Resources Pty Ltd	Live	118 blocks	30-Aug-18	29-Aug-23	Nil	Cleared expedited procedure Tjurabalan 100%	$5,000	2021: Paid In full $28,200 2022: Paid in full $30,916 2023: $30,916 due 30/08/2022 payable within a month of that date	2020: Exemption granted $151,394 / $200,000 2021: $179,500 commitment form 5 due 28/10/2021 2022: $177,000 commitment form 5 due 28/10/2022	•R 26399 “C” CLASS RESERVE USE & BENEFIT OF ABORIGINES (5.96%)
									security

2.	E80/5137	Hamelin Resources Pty Ltd	Live	165 blocks	30-Aug-18	29-Aug-23	Nil	Cleared expedited procedure Tjurabalan 100%	$5,000 security	2021: Paid in full $26,790 2022: Paid in full $43,230 2023: $43,230 due 30/08/2022 payable within a month of that date	2020: Exemption granted $153,797 / $190,000 2021: $183,750 commitment form 5 due 28/10/2021 2022: $247,500 commitment form 5 due 28/10/2022	•R 26399 “C” CLASS RESERVE USE & BENEFIT OF ABORIGINES (25.58%)
3.	E80/5145	Hamelin Resources Pty Ltd	Live	146 blocks	30-Aug-18	29-Aug-23	Nil	Cleared expedited procedure Tjurabalan 100%	$5,000	2021: Paid in full $24,111 2022: Paid in full $38,252 2023: $38,252 due 30/08/2022 payable within a month of that date	2020: Expended in full $1,430,820 / $171,000 2021: $164,750 commitment form 5 due 28/10/2021 2022: $219,000 commitment form 5 due 28/10/2022	•R 26399 “C” CLASS RESERVE USE & BENEFIT OF ABORIGINES (55.80%)
									security
4.	E80/5146	Hamelin Resources Pty Ltd	Live	86 blocks	30-Aug-18	29-Aug-23	Nil	Cleared expedited procedure Tjurabalan 100%	$5,000	2021: Paid in full $23,970 2022: Paid in full $22,532 2023: $22,532 due 30/08/2022 payable within a month of that date	2020: Expended in full $201,043 / $170,000 2021: $149,000 commitment form 5 due 28/10/2021 2022: $129,000 commitment form 5 due 28/10/2022	•R 26399 “C” CLASS RESERVE USE & BENEFIT OF ABORIGINES (100%)
									security
5.	E80/5147	Hamelin Resources Pty Ltd	Live	85 blocks	30-Aug-18	29-Aug-23	Nil	Cleared expedited procedure Tjurabalan 100%	$5,000 security	2021: Paid in full $11,985 2022: Paid in full $22,270 2023: $22,270 due 30/08/2022 payable within a month of that date	2020: Expended In Full $1,017,991 / $85,000 2021: $85,000 commitment form 5 due 28/10/2021	•R 26399 “C” CLASS RESERVE USE & BENEFIT OF ABORIGINES (7.59%)

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										Standing		Overlapping interests
No.	Tenement	Registered Holder	Status	Blocks	Granted	Expiry	Aboriginal Cultural Heritage Registered Sites	Native Title Status	Security / Bond	Rent (Previous Year, Current Year and Upcoming Year *subject to annual increase on 1 July)	Expenditure (Previous Year, Current Year and Upcoming Year)
											2022: $127,500 commitment form 5 due 28/10/2022
6.	E80/5186	Hamelin Resources Pty Ltd	Live	22 blocks	4-Feb-19	3-Feb-24	Nil	Cleared expedited procedure Tjurabalan 100%	$5,000	2021: Paid in full $3,036 2022: Paid in full $3,102 2023: $5,764 due 4/02/2022 payable within a month of that date	2021: Exemption granted $15,253 / $22,000 2022: $22,000 commitment form 5 due 4/04/2022	•R 26399 “C” CLASS RESERVE USE & BENEFIT OF ABORIGINES (100%)
									security

7.	E80/5323	Hamelin Resources Pty Ltd	Live	31 blocks	29-Jul-19	28-Jul-24	Nil	Cleared expedited procedure Tjurabalan 100%	$5,000	2021: Paid in full $14,382	2020: Under- expended, exemption
									security	2022: Paid in full $4,526 2023: $8,122 due 28/7/2022 payable within 1 month of that date	refused (Ministerial forfeiture proceedings initiated but finalised with no penalty imposed) $80,654 / $102,000 2021: Under- expended, exemption application lodged which is currently pending determination $59,675 / $90,167 2022: $31,000 commitment form 5 due 26/09/2022
8.	E80/5571	Hamelin Resources Pty Ltd	Live	55 blocks	9-Sep-21	8-Sep-26	Nil	Cleared expedited procedure Tjurabalan 100%	$5,000 security	2022: Paid in full $7,755 2023: $8,030 due 9/9/2022 payable within 1 month of that date	2022: $55,000 commitment form 5 due 7/11/2022	•R 26399 "C" CLASS RESERVE USE & BENEFIT OF ABORIGINES (100%)

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Schedule 2 – Non-Standard Conditions

	Tenements	Conditions/Endorsements
1.	E80/5132 E80/5137 E80/5145 E80/5146 E80/5147 E80/5186	Consent to explore on Use & Benefit of Aborigines Reserve 26399 granted subject to the following conditions: Entry on Use & Benefit of Aborigines Reserve 26399 and activities undertaken on the Licence by any non-Aboriginal lessee, licensee, employee, contractor or agent being authorised by an entry permit issued under the provisions of the Aboriginal Affairs Planning Authority Act 1972.
2.	E80/5145	No interference with the use of the Aerial Landing Ground and mining thereon being confined to below a depth of 15 metres from the natural surface.
3.	E80/5137	No interference with Geodetic Survey Stations Billiluna 3 and Billiluna 3T and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
4.	E80/5147	No interference with Geodetic Survey Stations Billiluna 2 and 2T and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
5.	E80/5186	No interference with Geodetic Survey Station NTS 525 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
6.	E80/5571	The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any exploration activities on Use and Benefits of Aborigines Reserve 26399.

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Schedule 3 – Area of Reserve R26399 and Tenements

◼ Tanami Project Tenements Reserve 26399 ◼

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Prospectus

Encounter Resources Limited ACN 109 815 796 (Company)

For an offer to transfer 60,000,000 Hamelin Gold Shares to Shareholders of the Company pursuant to a capital reduction by way of an In-specie Distribution contained in the Capital Reduction Resolution in the Company’s Notice of Meeting dated 17 September 2021 and to facilitate secondary trading of those Hamelin Gold Shares.

This document is important and requires your immediate attention.

You should read this Prospectus in its entirety and consult your professional adviser in respect of the contents of this Prospectus.

This Prospectus is a short form prospectus prepared in accordance with section 712 of the Corporations Act. This Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type, but refers to parts of other documents lodged with the ASIC, the contents of which are therefore taken to be included in this Prospectus.

The Company Directors consider that an investment in the Hamelin Gold Shares that will be distributed and transferred under this Prospectus and the Capital Reduction Resolution, to be speculative.

Lodgement

This Prospectus is dated 17 September 2021 and was lodged by Encounter Resources Limited ACN 109 815 796 ( Encounter , or Company ) with the Australian Securities and Investments Commission ( ASIC ) on 17 September 2021. Neither ASIC nor the Australian Securities Exchange ( ASX ) takes any responsibility as to the contents of this Prospectus.

No Hamelin Gold Shares may be allotted, offered or transferred on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus.

Important Information

This Prospectus, including the Notice of Meeting which is incorporated by reference into this Prospectus, is important and should be read in its entirety. If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional adviser immediately. This Prospectus does not constitute an offer in any place in which or to any person to whom it would not be lawful to make such an offer.

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act 2001 (Cth) ( Corporations Act ) and certain matters may reasonably be expected to be known to Shareholders and professional advisers whom Shareholders may consult.

Defined terms and abbreviations used in this Prospectus are explained in section 5 of this Prospectus.

Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with section 712 of the Corporations Act. This means this Prospectus alone does not contain all the information that is generally required to satisfy the disclosure requirements of the Corporations Act. Rather, it incorporates all other necessary information by reference to information contained in the accompanying Notice of Meeting lodged with ASIC on 17 September 2021.

In referring to the Notice of Meeting, the Company:

(a) identifies the Notice of Meeting as being relevant to the offer of Hamelin Gold Shares under this Prospectus and contains information that will provide Shareholders and their professional advisers to assist them in making an informed assessment of:
(1) the rights and liabilities attaching to the Hamelin Gold Shares; and
(2) the assets and liabilities, financial position and performance, profits and losses and prospects of Hamelin Gold;
(b) refers Shareholders and their professional advisers to section 2 of this Prospectus which summarises the material information in the Notice of Meeting deemed to be incorporated in this Prospectus;
(c) informs Shareholders and their professional advisers that they are able to obtain, free of charge, a copy of the Notice of Meeting by contacting the Company at its registered office during normal business hours during the period of the Offer; and
(d) advises that the information in the Notice of Meeting will be primarily of interest to Shareholders and their professional advisers or analysts.

Exposure Period

The Corporations Act prohibits the Company from distributing and transferring the Hamelin Gold Shares to the Shareholders during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the distribution and transfer of Hamelin Gold Shares. As the Meeting will be held on 22 October 2021, the Exposure Period will have ended by the time the In-specie Distribution occurs, assuming Shareholders approve the Capital Reduction Resolution at the Meeting of the Company.

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This Prospectus (including the Notice of Meeting) will be made generally available during the Exposure Period by being posted on the Company’s website: http://www.encounterresources.com.au/. A paper copy will be made available to Australian residents on request to the Company during the Exposure Period.

Forward Looking Statements

This Prospectus may contain forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. These forward-looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements.

Competent Persons Statement

The information in this Prospectus that relates to Exploration Results is based on information compiled by Ms Lynda Burnett, BSc (Hons), a Competent Person who is a member of the AusIMM. Ms Burnett is the Principal of GeoLucid, a geological consultancy with expertise in mineral exploration and management. Ms Burnett is a geologist and mining company director with over 35 years of experience in the mining industry. Ms Burnett has held full time executive roles with junior listed mining companies, and large multinational mining companies across a range of commodities. As a specialist in gold exploration, Ms Burnett has held roles such as Director Exploration Australia for Newmont Asia Pacific and Manager Exploration Business Development for greenfields gold and copper projects in the Asia Pacific Region as part of a global group. Ms Burnett has sufficient experience, which is relevant to the style of mineralisation, geology, and type of deposit under consideration and to the activity being undertaken, to qualify as a Competent Person under the 2012 JORC Code. Ms Burnett consents to the inclusion in this Prospectus of the matters based on the information compiled by her, in the form and context in which it appears.

References are made throughout this Prospectus to historical exploration programs and their results. Except for results reported in the past three years, the results have not been previously reported in accordance with the JORC code. These results should therefore be interpreted with a degree of caution; however, Ms Burnett considers the results adequate for the purpose of indicating geological prospectivity. GeoLucid has acted as the Independent Geologist and has prepared the Independent Technical Assessment Report that is included in the Notice of Meeting (incorporated by reference). GeoLucid’s primary author Lynda Burnett has provided a Competent Person Statement at section 1.4 of the Independent Technical Assessment Report.

Foreign Jurisdictions

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary.

New Zealand

This Prospectus is not a New Zealand disclosure document and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Financial Markets Conduct Act 2013 or any other New Zealand law. The offer of Hamelin Gold Shares under the Demerger is being made to existing Shareholders of Encounter in reliance upon the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 and, accordingly, this Notice of Meeting may not contain all the information that a disclosure document is required to contain under New Zealand law.

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Singapore

This Prospectus and any other materials relating to the Hamelin Gold Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Hamelin Gold Shares, may not be issued, circulated or distributed, nor may the Hamelin Gold Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This Prospectus is being made available to less than 50 persons in Singapore. You may not forward or circulate this Prospectus to any other person in Singapore. Any offer is not made to you with a view to the Hamelin Gold Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Hamelin Gold Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

United Kingdom

Neither this Prospectus nor any other document relating to the distribution has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the Hamelin Gold Shares.

The Hamelin Gold Shares may not be offered or sold in the United Kingdom by means of this Prospectus or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This Prospectus is issued on a confidential basis in the United Kingdom to fewer than 150 persons who are existing Shareholders of Encounter. This Prospectus may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

In the United Kingdom, this Prospectus is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investment to which this Prospectus relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this Prospectus.

Germany

This Prospectus has not been, and will not be, registered with or approved by any securities regulator in Germany or elsewhere in the European Union. Accordingly, this Prospectus may not be made available, nor may the Hamelin Gold Shares be offered, in Germany except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation"). In accordance with Article 1(4) of the Prospectus Regulation, an offer of Hamelin Gold Shares in Germany is limited:

(a) to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation);
(b) to fewer than 150 natural or legal persons (other than qualified investors); or
(c) in any other circumstance falling within Article 1(4) of the Prospectus Regulation.

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1.	Details of the Offer .......................................................................................................................6	Details of the Offer .......................................................................................................................6
	1.1	Offer ...................................................................................................................................6
	1.2	Effect of the Offer on the Company ...................................................................................7
	1.3	Action required by Shareholders .......................................................................................7
2.	Notice	of Meeting Information Deemed to be Incorporated in Prospectus ..................................7
	2.1	Short Form Prospectus ......................................................................................................7
	2.2	Included Information ..........................................................................................................8
	2.3	Notice of Meeting – Summary of Material Provisions of Notice of Meeting .......................8
3.	Additional Information ............................................................................................................... 11
	3.1	Interests of Hamelin Gold Directors ................................................................................ 11
	3.2	Remuneration of Hamelin Gold Directors ....................................................................... 12
	3.3	Interests of Experts and Others ...................................................................................... 12
	3.4	Consents ......................................................................................................................... 12
	3.5	Substantial Hamelin Gold Shareholders ......................................................................... 14
	3.6	Litigation .......................................................................................................................... 14
	3.7	Dividend Policy ............................................................................................................... 14
	3.8	Privacy ............................................................................................................................ 14
4.	Directors’ Authorisation ............................................................................................................. 14
5.	Definitions .................................................................................................................................. 15

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1. Details of the Offer

1.1 Offer

The terms and conditions of the Offer are set out in the Notice of Meeting accompanying this Prospectus.

The Company intends to undertake the Proposed Transaction (as defined in the Notice of Meeting). As part of the Proposed Transaction, the Company intends to undertake the Offer, details of which (including terms and conditions) are also set out in the Notice of Meeting accompanying this Prospectus.

In broad terms, the Notice of Meeting includes the Capital Reduction Resolution to approve an equal reduction of capital in the Company, to be satisfied by the distribution and transfer of 60,000,000 shares in Hamelin Gold Limited ACN 650 439 580 ( Hamelin Gold ) ( Hamelin Gold Shares ) to Shareholders registered as such on the In-specie Distribution Record Date and located in an Eligible Country in proportion to those Shareholders’ respective holdings of Shares in the Company as at that date. Hamelin Gold has reserved the ticker “HMG” with ASX to use as its ASX ticker code.

The Proposed Transaction will only proceed if the following conditions are met (together, the Transaction Conditions ):

(a) Hamelin Gold obtains ASX approval to the listing of Hamelin Gold, including conditional ASX listing approval on terms which are acceptable to Encounter and Hamelin Gold acting reasonably;
(b) Shareholders approve the Resolutions as are set out in the Notice of Meeting required to implement the Capital Reduction and In-specie Distribution;
(c) Encounter receiving a draft favourable ATO Class Ruling or other confirmation to its satisfaction confirming amongst other things, that CGT rollover relief will be available; and
(d) Hamelin Gold and Encounter obtaining all approvals and consents otherwise required in order to implement the Demerger and the IPO.

Under ASIC Regulatory Guide 188, the issue of the Notice of Meeting with the Capital Reduction Resolution constitutes an offer by the Company of the transfer of the Hamelin Gold Shares to be distributed and transferred to Eligible Shareholders pursuant to Chapter 6D of the Corporations Act. Accordingly, the Company has prepared this Prospectus to accompany the Notice of Meeting.

Shareholders should note that the In-specie Distribution of the Hamelin Gold Shares to Eligible Shareholders under the Capital Reduction will be subject to legal and regulatory requirements in their relevant overseas jurisdictions. If the requirements of any jurisdiction where a Shareholder is resident are held to restrict or prohibit the distribution of securities as proposed or would impose on Encounter an obligation to prepare a prospectus or other similar disclosure document or otherwise impose on Encounter an undue burden, the Hamelin Gold Shares to which the relevant Shareholder is entitled will not in fact be issued to such Shareholders and instead will be sold by the Lead Manager, being the sale agent engaged by the Company, and the net proceeds paid to the Ineligible Shareholders, with the timing of the sale to coincide with the Offer and a market for Hamelin Gold Shares being established on ASX. The Lead Manager will act on a best efforts only basis to sell the Ineligible Shareholders’ Hamelin Gold Shares, and will not be liable to the Ineligible Shareholder for any loss suffered as a result.

If the Lead Manager elects to sell the Hamelin Gold Shares on a relevant Shareholder’s behalf, Encounter will then account to those Shareholders for the net proceeds of sale after deducting the costs and expenses of the sale. As the return of capital is being represented and satisfied by the Inspecie Distribution and security prices may vary from time to time (assuming a liquid market is

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available), the net proceeds of the sale of Hamelin Gold Shares sold on behalf of Ineligible Shareholders may be more or less than the notional dollar value of the reduction of capital. It will be the responsibility of each Shareholder to comply with the laws to which they are subject in the jurisdictions in which they are resident.

1.2 Effect of the Offer on the Company

The principal effects of the Offer will be:

(a) the Company ceasing to hold the 60,000,000 Hamelin Gold Shares to be distributed and transferred to the Shareholders;
(b) the share capital of Encounter will be reduced by the amount to be assessed by the Directors as the market value of such Hamelin Gold Shares;
(c) the Company will dispose of the West Tanami Project to Hamelin Gold pursuant to a transfer of the ownership of Hamelin Resources pursuant to the Transaction Documents; and
(d) Shareholders that are registered on the In-specie Distribution Record Date receiving a number of Hamelin Gold Shares based on their entitlement currently expected to be on the basis of 1 Hamelin Gold Share for every 5.271 Encounter Shares held.

The purpose of the Offer is set out in section 1 of this Prospectus.

1.3 Action required by Shareholders

No action is required to be taken by Shareholders under this Prospectus. Should Shareholder approval be obtained for the Capital Reduction Resolution, the Transaction Conditions are satisfied and the Capital Reduction proceeds to be implemented, then the Hamelin Gold Shares will be distributed and transferred to Eligible Shareholders in accordance with the terms of the Capital Reduction Resolution and Encounter’s constitution, whether a Shareholder voted for or against the Capital Reduction Resolution or did not vote at all (or did not attend the Meeting).

In accordance with ASIC Corporations (Application Form Requirements) Instrument 2017/241, no application form is required to be completed or returned to participate in the proposed distribution and transfer of Hamelin Gold Shares under the Capital Reduction and no application form is included in or accompanies this Prospectus.

If you have any queries regarding this Prospectus, please contact the Joint Company Secretary Mr Dan Travers on +61 8 9468 9455 or by email to [email protected].

2. Notice of Meeting Information Deemed to be Incorporated in Prospectus

2.1 Short Form Prospectus

This Prospectus is a short form prospectus prepared in accordance with section 712 of the Corporations Act. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type. However, it incorporates by reference information contained in the Notice of Meeting that has been lodged with the ASIC.

The material provisions of the Notice of Meeting are summarised in section 2.3 below and will primarily be of interest to Shareholders and their professional advisors.

A copy of the Notice of Meeting has been sent to Shareholders with this Prospectus. However, Shareholders and their professional advisers may also obtain, free of charge, a copy

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of the Notice of Meeting by contacting the Company at its registered office during normal business hours.

2.2 Included Information

The Notice of Meeting contains all information that Shareholders require in relation to the Capital Reduction and the Notice of Meeting in its entirety is deemed to be incorporated in this Prospectus. The material provisions of the Notice of Meeting are summarised below in section 2.3 and will primarily be of interest to Shareholders and their professional advisers or analysts.

The Notice of Meeting will be available to all Shareholders with this Prospectus. In addition, the Notice of Meeting will be made generally available during the application period by being posted on the Company’s website (http://www.enrl.com.au).

2.3 Notice of Meeting – Summary of Material Provisions of Notice of Meeting

In accordance with section 712 of the Corporations Act, set out below is a summary of the information contained in the Notice of Meeting that is deemed to be incorporated in this Prospectus to assist Shareholders and their professional advisers for the purposes of making an informed investment decision in relation to the Hamelin Gold Shares.

The sections referred to in this section 2.3 are references to sections in the Explanatory Memorandum which is attached to, and forms part of, the Notice of Meeting.

(a) Section 2 – Regulatory Matters

This section sets out important information in relation to the information incorporated by reference into this Prospectus.

(b) Section 4.1 – Background and Overview of the Proposed Transaction

This section contains background to and provides an overview of the Proposed Transaction.

(c) Section 4.2 – Proposed Transaction

This section sets out the key steps involved in bringing about the Demerger.

(d)

Section 4.3 – Timetable

This section provides the key dates for implementing the Demerger and listing of Hamelin Gold Shares on the ASX.

(e)

Section 4.4 – Capital Raising

This section summarises the details of the proposed capital raising by Hamelin Gold to be undertaken in connection with its proposed listing on the ASX.

(f) Section 4.5 – Restructure

This section summarises the corporate structure of Hamelin Gold currently and in the event that the Proposed Transaction proceeds to completion.

(g) Sections 4.6 – Overview of West Tanami Project

This section provides an overview of the West Tanami Project to be held by Hamelin Gold following the Demerger including the tenements that comprise the West Tanami Project.

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(h) Section 4.7 – Key Reasons for the Proposed Transaction

This section sets out the key reasons for the Proposed Transaction.

(i) Section 4.8 – Demerger Process

This section sets out the steps involved to bring about the Demerger and proposed listing of Hamelin Gold.

(j) Section 4.9 – Conditions to the Proposed Transaction

The section sets out the Transaction Conditions of the Proposed Transaction.

(k) Section 4.10 – Foreign Shareholders

This section outlines the entitlement of Hamelin Gold Shares for foreign Shareholders.

(l) Section 4.11 – Directors’ Recommendation

This section summarises the Directors’ recommendations for Shareholders voting in favour of the Capital Reduction Resolution and the reasons for same.

(m) Section 4.12 – Effects of the Proposed Transaction on the Company This section outlines the effect the Proposed Transaction will have on the Company in disposing of the West Tanami Project and the Company’s capital structure.

(n) Sections 4.13 and 4.14 – Effect of the Proposed Transaction on Shareholders and Existing Options

These sections outline the effect the Proposed Transaction will have on Eligible Shareholders, the treatment of Ineligible Shareholders and the effect the Capital Reduction will have on the existing Options for Shares on issue in the Company.

(o) Section 4.15 – Plans for the Company following the Proposed Transaction

This section outlines the exploration and other plans the Company will continue to undertake following the Proposed Transaction.

(p) Section 4.16 – Advantages and Disadvantages of the Proposed Transaction

This section sets out further information on the principal advantages and disadvantages to Shareholders of the Proposed Transaction.

(q) Section 4.17 – Tax Consequences

This section provides a general summary of the Australian taxation implications for Shareholders who receive Hamelin Gold Shares in respect of the Capital Reduction based on applicable taxation law as at the date of the Notice of Meeting. Information is also given in respect of the Company’s application seeking a class ruling from the ATO in respect of the availability of demerger tax relief.

The summary is not intended, and should not be relied upon, as specific taxation advice to any particular Shareholder. The comments in the summary are of a general nature only, may not apply to a Shareholder’s specific circumstances and cannot be relied upon for accuracy or completeness. Each Shareholder should seek and rely on its own professional taxation advice, specific to its particular circumstances, in relation to the taxation consequences of the proposed Capital Reduction. Neither Encounter,

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nor any of its officers or advisers, accepts liability or responsibility with respect to such consequences or the reliance of any Shareholder on any part of the summary.

(r) Section 4.18 – Consequences if the Proposed Transaction Does Not Complete

This section sets out the Company’s potential future plans in the event Shareholders do not approve the Demerger or the Capital Reduction and Offer do not complete.

(s) Section 4.19 – Information Concerning Company Shares

This section summarises the highest and lowest sale price of the Company’s Shares as traded on the ASX during the 12 months immediately prior to the Notice of Meeting.

(t)

Section 4.20 – Directors’ Interests

This section sets out the number of securities in the Company held by the Directors (directly or indirectly) at the date of the Notice of Meeting and the number of Hamelin Gold Shares they are likely to have an interest in if the Capital Reduction Resolution is passed and the Proposed Transaction completes.

(u)

Section 4.21 – Disclosure to ASX

This section outlines the disclosure requirements of the Company.

(v)

Section 5.1 – Introduction

This section summarises the important background information of Hamelin Gold.

(w) Section 5.2 – Principal Effect of the Proposed Transaction on Hamelin Gold

This section summarises the principal effect of the Proposed Transaction on Hamelin Gold.

(x) Section 5.3 – Detailed Information in relation to the West Tanami Project

This section sets out where Shareholders can read geological and other detailed information relating to Hamelin Gold’s assets which is set out in Schedule 1 of the Notice of Meeting.

(y) Section 5.4 – Hamelin Gold Capital Structure

This section sets out the capital structure of Hamelin Gold at the date of the Notice of Meeting and following the completion of the Proposed Transaction.

(z) Section 5.5 – Proposed Exploration Plan for the West Tanami Project

This section provides a background on the Tanami Project and contains details of Hamelin Gold’s proposed plans, including proposed exploration budgets and activity summaries.

(aa) Sections 5.6 and 5.7 – Hamelin Gold Board and Company Secretary/CFO and Remuneration of Hamelin Gold Directors

These sections summarise the experience of the Hamelin Gold Board and company secretary/CFO and the Hamelin Gold Directors’ remuneration.

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(bb) Sections 5.8 and 5.9 – Risk Factors in Holding Hamelin Gold Shares

These sections list a number of risks that may have a material effect on the financial position and performance of Hamelin Gold and the value of its securities, as well as Hamelin Gold’s exploration activities and an ability to fund those activities. Risks specific to Hamelin Gold and its projects include those relating to demerger approval, ATO class ruling, no mineral resources or ore reserves, exploration and evaluation risks, no history of production, COVID-19 impact risks, new projects and acquisitions, title risks, tenure, changes to commodity price, land access risks, reliance on key personnel, commercialisation, infrastructure access and contractual risks, environmental risks, funding risks, competition risks, climate regulation risks and unforeseen risks.

(cc) Section 5.10 – Hamelin Gold Financial Information

This section contains the audited statement of financial position of Hamelin Gold and the unaudited pro-forma Statement of financial position, assuming the Proposed Transaction was effective on 30 June 2021.

(dd) Section 5.11 – Material Contracts

This section summarises the material contracts to which Hamelin Gold is a party.

(ee) Section 5.12 – Substantial Shareholders

This section provides that no person will have a voting power of 5% or more in Hamelin Gold as a result of the Proposed Transaction. It is noted that this takes account of the In-specie Distribution, however any participation in the Capital Raising is not known at the date of the Notice of Meeting.

(ff) Section 5.13 – Rights and Obligations Attaching to Hamelin Gold Shares

This section summarises the principal rights which attach to Hamelin Gold Shares. These rights include voting, dividends, transfer of Hamelin Gold Shares, meetings and notice, liquidation rights, Director appointment and removal, Director fees and remuneration, sale of non-marketable holdings and listing rules.

(gg) Schedule 1 – West Tanami Project

This Schedule to the Notice of Meeting gives background information on the West Tanami Project including details of the licences and licence applications making up the project as well as any previous exploration undertaken on, and potential prospectivity of the project. The Independent Technical Assessment Report and Solicitor’s Tenement Report are annexed to this Schedule. This section also contains a JORC competent person’s statement in respect of the West Tanami Project.

A copy of the Notice of Meeting accompanies this Prospectus.

3. Additional Information

3.1 Interests of Hamelin Gold Directors

Other than as set out below or elsewhere in this Prospectus or the Notice of Meeting:

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(a) no Hamelin Gold Director holds, or during the last two years before lodgement of this Prospectus with the ASIC, held, an interest in:
(1) the formation or promotion of the Company or Hamelin Gold;
(2) any property acquired or proposed to be acquired by the Company or Hamelin Gold in connection with:
- (A) its formation or promotion; or
- (B) the Offer; or
(3) the Offer; and
(b) except as set out in the Notice of Meeting, no amounts, whether in cash or Shares or otherwise, have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Hamelin Gold Director, either to induce any Hamelin Gold Director to become, or to qualify, as a Hamelin Gold Director or otherwise for services rendered in connection with the formation or promotion of Hamelin Gold or the Offer.

3.2 Remuneration of Hamelin Gold Directors

For details of the Hamelin Gold Board and their intended remuneration, please refer to section 5.7 of the Notice of Meeting.

3.3 Interests of Experts and Others

Other than as set out below or elsewhere in this Prospectus or the Notice of Meeting, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus or as promoter of the Company or Hamelin Gold:

(a) holds, or has held within the 2 years preceding lodgement of this Prospectus with ASIC, any interest in the Company or Hamelin Gold; and
(b) no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:
(1) the formation or promotion of Hamelin Gold or the Company; or
(2) the Offer.

3.4 Consents

Each of the parties referred to in this section:

(a) have given the following consents in accordance with the Corporations Act which have not been withdrawn as at the date of lodgement of this Prospectus with ASIC;
(b) does not make, or purport to make, any statement in this Prospectus other than those referred to in this section;
(c) has not authorised or caused the issue of this Prospectus or the making of the Offer; and
(d) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement

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and/or any report (if any) included in this Prospectus with the consent of that party as specified in this section.

HopgoodGanim Lawyers are named in the Corporate Directory as solicitors to the Company in relation to the Offer and have been involved in the process of reviewing this Prospectus for consistency with the material contracts. In doing so, they have placed reasonable reliance upon information provided to them by the Company and other third parties. HopgoodGanim Lawyers has given its consent to be named in this Prospectus as solicitors to the Company in the form and context in which it is named and has not withdrawn that consent prior to the lodgement of this Prospectus with ASIC. HopgoodGanim Lawyers do not make any other statement in this Prospectus. HopgoodGanim Lawyers will be paid for work performed in accordance with usual time based charge out rates and estimate their professional costs at $50,000 (excluding disbursements and GST), at the date of this Prospectus.

HopgoodGanim Lawyers has given its written consent to be named as tenement solicitor to Hamelin Gold in this Prospectus in the form and context in which it is named and to the inclusion of the Solicitor’s Tenement Report (and each reference in it) in the Notice of Meeting in the form and context in which it is included and to all references in the Notice of Meeting to the Solicitor’s Tenement Report and HopgoodGanim Lawyers in the form and context in which they appear.

Automic Group Share Registry ( Automic ) has given its written consent to be named as the Registry in the form and context in which it is named and has not withdrawn its consent prior to lodgement of this Prospectus within ASIC. Automic has had no involvement in the preparation of any part of the Prospectus other than being named as the Share Registry to the Company. Automic has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

Euroz Hartleys Limited has given its written consent to be named as the Lead Manager in this Prospectus in the form and context in which it is named and to the incorporation by reference into this Prospectus of the Notice of Meeting in the form and context in which it is incorporated, and to all references to the Notice of Meeting in this Prospectus in the form and context in which they appear. Chieftain Securities Pty Ltd has given its written consent to be named as the Co-Manager in this Prospectus in the form and context in which it is named and to the incorporation by reference into this Prospectus of the Notice of Meeting in the form and context in which it is incorporated and to all references to the Notice of Meeting in this Prospectus in the form and context in which they appear.

GeoLucid has given its written consent to being named as the Independent Geologist and to the inclusion of the Independent Technical Assessment Report in the Notice of Meeting in the form and context in which the report is included, and to the incorporation by reference into this Prospectus of the Notice of Meeting (and the Independent Technical Assessment Report) in the form and context in which it is incorporated. GeoLucid will be paid an estimated fee of approximately $40,000 (excluding GST) for preparing the Independent Technical Assessment Report, which will also be included in the Hamelin Gold prospectus.

Hamelin Gold has given its written consent to be named in this Prospectus in the form and context in which it is named and to the incorporation by reference into this Prospectus of the Notice of Meeting in the form and context in which it is incorporated and to the inclusion of this Prospectus of all information and statements related to, made by, or said to be based on statements by, Hamelin Gold, in each case in the form and context as they appear in this Prospectus (as applicable).

Messrs Will Robinson, Peter Bewick, Philip Crutchfield and Justin Osborne have given their written consent to being named as directors of Hamelin Gold in this Prospectus.

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3.5 Substantial Hamelin Gold Shareholders

As at the date of this Prospectus, Hamelin Gold is a wholly owned subsidiary of the Company.

Based on information known at the date of this Prospectus, no persons will have a voting power of 5% or more in Hamelin Gold as a result of the Proposed Transaction. It is noted that this takes account of the In-specie Distribution, however any participation in the Capital Raising is not known at the date of this Prospectus.

3.6 Litigation

As at the date of this Prospectus, Hamelin Gold is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against Hamelin Gold.

3.7 Dividend Policy

The Company anticipates that significant expenditure will be incurred in the furtherance of Hamelin Gold’s advancement of the West Tanami Project. These activities are expected to dominate the two year period following implementation of the Capital Reduction and completion of the Offer. Accordingly, the Company does not expect Hamelin Gold to declare any dividends during that period.

Any future determination as to the payment of dividends by Hamelin Gold will be at the discretion of the Hamelin Gold Directors and will depend on the availability of distributable earnings and operating results and financial condition of Hamelin Gold, future capital requirements and general business and other factors considered relevant by the Hamelin Gold Directors. No assurance in relation to the payment of dividends by Hamelin Gold or franking credits attaching to dividends can be given by the Company.

3.8 Privacy

Encounter collects personal information about its Shareholders’ holdings of Shares in accordance with the Corporations Act. Encounter will share that personal information with its advisers and service providers and with Hamelin Gold and its advisers and service providers in connection with the Capital Reduction and In-specie Distribution.

Shareholders can contact Encounter’s Share Registry, Automic, on 1300 288 664 (within Australia) +61 9698 5414 (outside Australia) if they have any questions about their personal information.

4. Directors’ Authorisation

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

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

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…………………………………………… Paul Chapman Chairman of Encounter Resources Limited 17 September 2021

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5. Definitions

When used in this Prospectus the following words and phrases have these meanings:

ASIC	means the Australian Securities and Investments Commission.
ASX	means ASX Limited ACN 008 624 691 or the financial market operated by it as the context requires.
ATO	means the Australian Taxation Office.
Capital Raising	means the proposed public offer of a minimum of 50,000,000 Hamelin Gold Shares at an issue price of $0.20 each to raise $10,000,000, and a maximum of 60,000,000 Hamelin Gold Shares at an issue price of $0.20 each to raise $12,000,000 including a priority offer of 25,000,000 Hamelin Gold Shares (on a pro-rata basis) to Eligible Shareholders on the record date for the priority offer scheduled to be 22 September 2021.
Capital Reduction	means the equal reduction of capital of the Company proposed to be satisfied by the In-specie Distribution and transfer to Eligible Shareholders (in proportion to their holdings of Shares) of 100% of the Hamelin Gold Shares to be issued by Hamelin Gold to Encounter.
Capital Reduction Resolution	means Resolution 1 of the Notice of Meeting to be put to Shareholders at the Meeting to approve the Capital Reduction.
Company or Encounter	means Encounter Resources Limited ACN 109 815 796.
Corporations Act	means the_Corporations Act 2001_(Cth).
Demerger	has the meaning given in the Notice of Meeting.
Director	means a director of the Company as at the date of this Prospectus.
Distribution Shares	has the meaning given in the Notice of Meeting.
Eligible Country	means Australia, New Zealand, Singapore, the United Kingdom and Germany.
Eligible Shareholder	has the meaning given in the Notice of Meeting.
Explanatory Memorandum	means the explanatory memorandum accompanying and forming part of the Notice of Meeting.
Exposure Period	means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act.
Hamelin Gold	means Hamelin Gold Limited ACN 650 439 580.
Hamelin Gold Director	means a current or proposed director of Hamelin Gold as set out in section 5.6 of the Notice of Meeting.
Hamelin Gold Shareholder	means a register holder of a Hamelin Gold Share.
Hamelin Gold Shares	means 60,000,000 fully paid ordinary shares in the capital of Hamelin Gold, which are the subject of the Offer.

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Hamelin Resources	means Hamelin Resources Pty Ltd ACN 140 741 340.
Ineligible Shareholder	has the meaning given in the Notice of Meeting.
In-specie Distribution	has the meaning given in the Notice of Meeting.
In-specie Distribution Record Date	means the record date for determining entitlements to the distribution and transfer of Hamelin Gold Shares under the Capital Reduction, which is currently scheduled to be 28 October 2021.
IPO	means initial public offering of shares in Hamelin Gold.
Listing Rules	means the official listing rules of the ASX as amended from time to time.
Lead Manager	means Euroz Hartleys Limited ACN 104 195 057
Meeting	means the extraordinary general meeting of the Company convened by the Notice of Meeting.
Mining Act	means the_Mining Act 1978_(WA).
Notice of Meeting	means the Notice of Extraordinary General Meeting and Explanatory Statement of the Company dated 17 September 2021.
Offer	means the offer of Hamelin Gold Shares to Eligible Shareholders pursuant to the In-specie Distribution pursuant to the Notice of Meeting.
Official List	means the official list of the ASX.
Option	means an option to acquire a share.
Proposed Transaction	means the Demerger, being the Capital Reduction and In-specie Distribution, and the subsequent Capital Raising to facilitate the quotation of Hamelin Gold Shares on the ASX, as more particularly described in the Notice of Meeting.
Prospectus	means this short form prospectus prepared in accordance with section 712 of the Corporations Act.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means a registered holder of a Share.
Transaction Documents	has the meaning given in the Notice of Meeting, to facilitate the owner of the West Tanami Project to be Hamelin Gold pursuant to a 100% shareholding of Hamelin Resources, with the other assets unrelated to the West Tanami Project and previously held by Hamelin Resources remaining with Encounter and its other subsidiaries.

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AI assistant

ENCOUNTER RESOURCES LIMITED — Proxy Solicitation & Information Statement 2021

64856_rns_2021-09-16_ad3c1e67-ed4f-4f3b-a062-297e19bcd37f.pdf

Notice of General Meeting & Short Form Prospectus

GENERAL MEETING – NOTICE AND PROXY FORM AND SHORT FORM PROSPECTUS

HAMELIN GOLD LIMITED – PROSPECTUS

Encounter Resources Limited ACN 109 815 796 Notice of Extraordinary General Meeting and Explanatory Memorandum

Notice of Extraordinary General Meeting

Encounter Resources Limited

Agenda

Ordinary business

Resolution 1: Reduction of Capital and In-specie Distribution

By order of the Board

Proxies and representatives

Voting entitlement

Signing instructions

Explanatory Memorandum

1. Introduction

2. Regulatory Matters in respect of Resolution 1

2.1 No Material Information

2.2

Purpose of this Notice of Meeting

2.3 ASIC and ASX

Explanatory Memorandum

2.4 Disclosure to ASX

2.5 Forward Looking Statements

Explanatory Memorandum

2.6 Foreign Shareholders

(b) Singapore

(c)

United Kingdom

(d) Germany

2.7

Ineligible Shareholders

2.8

Eligible Shareholders

Explanatory Memorandum

2.9 Estimates

2.10 Responsibility Statement

2.11 No Financial Product Advice

2.12 Investment Decisions

2.13 Privacy

2.14 No Internet Site is Part of this Document

2.15 Competent Persons Statement

3. Resolution 1: Reduction of Capital and In-specie Distribution

3.1 Corporations Act Requirements

Explanatory Memorandum

3.2 ASX Listing Rule Requirements

Explanatory Memorandum

4. The Proposed Transaction

4.1 Background and Overview of the Proposed Transaction

Explanatory Memorandum

4.2 Proposed Transaction

Explanatory Memorandum

4.3 Timetable

Explanatory Memorandum

4.4 Capital Raising

4.5 Restructure

Explanatory Memorandum

4.6 Overview of the West Tanami Project

Explanatory Memorandum

High-grade gold intersections under shallow cover:

Large geophysical targets with supporting geochemistry:

Kilometre scale unexplained geochemical anomalies:

4.7 Key Reasons for the Proposed Transaction

Explanatory Memorandum

4.8 Demerger Process

Explanatory Memorandum

4.9 Conditions to the Proposed Transaction

4.10 Ineligible Shareholders

Explanatory Memorandum

4.11 Directors’ Recommendation

4.12 Effects of the Proposed Transaction on the Company

Explanatory Memorandum

Explanatory Memorandum

Consolidated Statement of Financial Position as at 30 June 2021

4.13 Effect of the Proposed Transaction on Shareholders

4.14 Effect of the Proposed Transaction on Existing Options

4.15

Plans for the Company following the Proposed Transaction

ENCOUNTER RESOURCES LIMITED Proxy Solicitation & Information Statement 2021