G11 RESOURCES LIMITED — Capital/Financing Update 2018

Feb 6, 2018

ASX Announcement

Wednesday, 7 February 2018

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Fast Facts

ASX: ODM

Shares on Issue: 138.7M Cash (as at 31 Dec): $2.1m

Board of Directors

Jason Bontempo Executive Director

Aaron Bertolatti Director & Co Secretary

Justin Tremain Non-Executive Director

E: admin@odinmetals.com.au W: www.odinmetals.com.au

ODIN METALS EXECUTES BINDING OPTION

AGREEMENT WITH FIRST QUANTUM MINERALS

• Odin Metals Limited (ASX:ODM) (“Odin” or “the Company”) executes binding option agreement with First Quantum Minerals Ltd (“First Quantum”) to increase exposure at its Sturgeon Lake Project (“Project”) in Ontario, Canada which is highly prospective for volcanogenic massive sulfide (“VMS”) style copper and zinc mineralization

• Securing the adjacent First Quantum mining leases will double Odin’s ground position at the Project from 11.7km[2] to 22.7km[2]

• Exceptional high-grade exploration potential for Odin. First Quantum’s land package in the Sturgeon Lake area hosts the past producing highgrade Sturgeon Lake Mine situated along the well-endowed and prospective - Mattabi mineralised trend

• The most notable former mines in the region produced a combined 18.6 Mt of ore with an average grade of 1.09% Cu, 8.06% Zn, 0.84% Pb, 119.6g/t Ag, 0.5g/t Au on properties currently held by First Quantum and Glencore plc. (Geological Survey of Canada, 1995). The geology is representative of VMS style mineralization with the eastern extension of the volcanic complex largely underexplored and within Odin’s ground position

• Equity raising of $2.5 million at 20 cents per share to institutional and sophisticated investors

• Mr Jason Bontempo will join the Board of Odin in the capacity of Executive Director with a focus to begin exploration at the Sturgeon Lake properties and acquiring further copper project opportunities.

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Option Agreement - Key Terms

Odin Metals Limited and its wholly owned subsidiary Evandale Minerals Pty Ltd (“Evandale”) have executed an Option Agreement (“Agreement”) with First Quantum Minerals Limited, pursuant to which Evandale has been granted the exclusive right to explore and or purchase a 100% undivided ownership interest in First Quantum’s Sturgeon Lake properties (Ontario, Canada) (the “FQM Properties”).

The key terms of the Agreement are: 3-year option deal for the right to explore and or purchase the properties (with no minimum expenditure commitments);

• Option cash payments of CAD$145,000 (upon execution of the Agreement);

• CAD$150,000 (on or before the first anniversary of the Agreement); and

• CAD$180,000 (on or before the second anniversary of the Agreement);

• Subject to the terms and conditions of the Agreement, which include the receipt of the consent of the Ministry of Northern Development and Mines, if Evandale exercises its option, First Quantum will transfer its ownership interest in the FQM Properties to Evandale. Upon completion of the transfer of the FQM Properties; Evandale will grant First Quantum a 1.5% net smelter return royalty (“NSR”).

On the date of transfer of the FQM Properties:

• Evandale will replace the financial assurance with respect to the FQM Properties;

• First Quantum will provide Evandale with a payment of CAD$1,000,000 to be used by Evandale towards the replaced financial assurance (with the intent that this sum be ultimately used by or on behalf of Evandale in satisfaction of obligations secured by that financial assurance);

• Evandale will assume all historical liabilities with respect to the FQM Properties.

At any time after the transfer of the FQM Properties:

• Evandale may buy back from First Quantum 0.5% of the NSR for CAD$1,000,000.

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Sturgeon Lake Properties
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Figure 1 | Location of the Sturgeon Lake properties (yellow star) in Ontario, Canada

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Sturgeon Lake Project Highlights

First Quantum’s Sturgeon Lake properties are situated adjacent to Odin’s existing Sturgeon Lake Project, which is located 60km north of Ignace, Ontario and accessed by an all-weather sealed highway. The option over the adjacent First Quantum Sturgeon Lake mining leases will increase Odin’s exposure from 11.7km[2] of unpatented mining claims at its Sturgeon Lake properties to 22.7km[2] .

The properties are strategically located in a proven mining camp with the potential for multiple satellite orebodies. Production from the camp as reported by the Geological Survey of Canada (1995) totalled 18.6Mt with an average grade of 1.09% Cu, 8.06% Zn, 0.84% Pb, 119.6g/t Ag, 0.5g/t Au. The Sturgeon Lake Deposit is located within the FQM Properties that Evandale has secured an option over and it was the highest-grade orebody in the camp. The remaining known mined deposits are located within adjoining ground held by Glencore plc.

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Figure 2 | Location of Odin Metals properties in Ontario comprising the Sturgeon Lake Project

The geology is representative of VMS style mineralization with the eastern extension of the volcanic complex largely underexplored. All ore-bodies in the Sturgeon Lake Camp fall within the NBU Volcanic Succession which was confirmed with geochemistry in 2010 to extend from the currently known ore-bodies through the FQM Properties and Odin claims and is open to the east (Ontario Ministry of Northern Development and Mines Assessment File #20000005556). Within Odin’s existing 100% owned Sturgeon Lake unpatented claim blocks previous drilling by Falconbridge in 1971 encountered a 4.25 metre zone grading 2.62% Cu (incl. 1.85g/t Au and 26.1g/t Ag) from 55.6m down hole which warrants additional follow-up (refer Figure 2) (previously reported in Lawson Gold Press Release dated August 21st, 2017 - it is not known if drilling represents true widths).

Initial exploration on the newly combined Odin and FQM Properties are expected to include ground geophysics (magnetics, electromagnetics and gravity) followed by diamond drilling. Mineralisation and anomalism extends well over 8km within Odin’s mineral claims and leases. Odin will focus on the potential copper and zinc rich massive sulphide mineralisation with associated gold and silver mineralisation.

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Board Changes

The Company is pleased to announce the appointment of Mr Jason Bontempo to the Board as an Executive Director effective immediately.

Mr Bontempo has 22 years’ experience in public company management, corporate advisory, investment banking and public company accounting, qualifying as a chartered accountant with Ernst & Young. Mr Bontempo has worked primarily serving on the board and the executive management of minerals and resources public companies focusing on advancing and developing mineral resource assets and business development. Mr Bontempo also provides corporate advice services and the financing of resource companies across multiple capital markets including resource asset acquisitions and divestments. He was most recently Executive Director of Cobalt One Limited until its recent takeover by First Cobalt Corporation where he remains as a Non-Executive Director.

Mr Simon O’Loughlin has resigned as Non-Executive Chairman and Mr Donald Stephens has resigned as Non-Executive Director and Company Secretary. The Board expresses it sincere appreciation to Simon and Donald for their valuable contribution to the Company and wishes them the very best in their future endeavours. Mr Aaron Bertolatti has been appointed as Company Secretary of Odin.

Placement and Option Issue

The Placement will consist of 12.5 million new shares to be issued at a price of $0.20 per share to raise total funds of $2.5 million (before costs). The Placement will be made to Institutional and Sophisticated investors. Placement shares are expected to be issued on or around 12 February 2018, pursuant to ASX Listing Rule 7.1.

The Company also proposes to seek shareholder approval to issue 2,000,000 new performance options over shares in the Company to Mr Jason Bontempo associated with his appointment to the Board and a further 4,000,000 new performance options to employees and advisors. The performance options will have an exercise price of $0.001 each and an expiry date of 4 years from the date of issue, and will only be exercisable if the Company’s share price is equal to or greater than a volume weighted average price of $0.40 or more for 20 consecutive trading days on the ASX.

Change of Registered Office and Principal Place of Business

In accordance with ASX Listing Rule 3.14, Odin Metals advises that, effective 7 February 2018, the Company’s Registered Office and Principal Place of Business has changed to:

Ground floor, 35 Richardson Street

WEST PERTH WA 6005

The Company’s new postal address for all correspondence is:

PO Box 1440 WEST PERTH WA 6872

Competent Persons Statement:

The information in this report that relates to Exploration Targets and Exploration Results is based on information compiled by Mr. Steven Siemieniuk, who is a Competent Person, and a Member of the Association of Professional Geoscientists of Ontario. Mr. Siemieniuk is an independent geological consultant in Ontario, Canada and part time contractor to Odin Metals Ltd. Mr. Siemieniuk has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr. Siemieniuk consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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Appendix 1

JORC Code (2012) Edition Table 1

Section 1 Sampling Techniques and Data

Criteria	JORC	Code explanation	Commentary	Commentary	Commentary
Sampling	▪	Nature and quality of sampling (eg cut channels, random chips, or	▪	Sturgeon Lake Project - historical					drill hole
techniques		specific specialised industry standard measurement tools		geochemical data			sourced from the Ontario
		appropriate to the minerals under investigation, such as down		Mineral Deposit			Inventory, Ministry			of
		hole gamma sondes, or handheld XRF instruments, etc). These		Northern		Development and Mines.				The
		examples should not be taken as limiting the broad meaning of		records contain			no information		on	the
		sampling.		nature and		quality of the sampling.
	▪	Include reference to measures taken to ensure sample
		representivity and the appropriate calibration of any measurement
		tools or systems used.
	▪	Aspects of the determination of mineralisation that are Material to
		the Public Report. In cases where ‘industry standard’ work has
		been done this would be relatively simple (eg ‘reverse circulation
		drilling was used to obtain 1 m samples from which 3 kg was
		pulverised to produce a 30 g charge for fire assay’). In other cases
		more explanation may be required, such as where there is coarse
		gold that has inherent sampling problems. Unusual commodities
		or mineralisation types (eg submarine nodules) may warrant
		disclosure of detailed information.
Drilling	▪	Drill type (eg core, reverse circulation, open-hole hammer, rotary	▪	Diamond drilling methods were used for						the
techniques		air blast, auger, Bangka, sonic, etc) and details (eg core diameter,		historical drilling.			Coring diameters are			not
		triple or standard tube, depth of diamond tails, face-sampling bit		always specified but are generally NQ to BQ
		or other type, whether core is oriented and if so, by what method,		in size for exploration.
		etc).
Drill sample	▪	Method of recording and assessing core and chip sample	▪	No information is			available.
recovery		recoveries and results assessed.
	▪	Measures taken to maximise sample recovery and ensure
		representative nature of the samples.
	▪	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.
Logging	▪	Whether core and chip samples have been geologically and	▪	All	drilling	has been geologically logged to
		geotechnically logged to a level of detail to support appropriate		a	good	qualitative		standard.		No
		Mineral Resource estimation, mining studies and metallurgical		geotechnical drill			log information		has been
		studies.		located		apart	from	the	historical
	▪	Whether logging is qualitative or quantitative in nature. Core (or		geochemical assay results.
		costean, channel, etc) photography.
	▪	The total length and percentage of the relevant intersections
		logged.
Sub-sampling	▪	If core, whether cut or sawn and whether quarter, half or all core	▪	No sampling information has been					provided
techniques and		taken.		for the Historical Sturgeon Lake Project.
sample	▪	If non-core, whether riffled, tube sampled, rotary split, etc and
preparation		whether sampled wet or dry.
	▪	For all sample types, the nature, quality and appropriateness of
		the sample preparation technique.
	▪	Quality control procedures adopted for all sub-sampling stages to
		maximise representivity of samples.
	▪	Measures taken to ensure that the sampling is representative of
		the in situ material collected, including for instance results for field
		duplicate/second-half sampling.
	▪	Whether sample sizes are appropriate to the grain size of the
		material being sampled.

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Criteria	JORC	Code explanation	Commentary	Commentary
Quality of	▪	The nature, quality and appropriateness of the assaying and	▪	Historical geochemical data from Sturgeon
assay data and		laboratory procedures used and whether the technique is		Lake are reproduced from data presented
laboratory		considered partial or total.		within web accessible databases available
tests	▪ ▪	For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc. Nature of quality control procedures adopted (eg standards,		from the Ontario Geological Survey. Geochemical information has been presented as it exists in those files and reports. The records contain no information on the nature and quality of the sampling
		blanks, duplicates, external laboratory checks) and whether
		acceptable levels of accuracy (ie lack of bias) and precision have
		been established.
Verification of	▪	The verification of significant intersections by either independent	▪	No information has been provided on the
sampling and		or alternative company personnel.		independent variation of sampling and
assaying	▪	The use of twinned holes.		assaying.
	▪	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.	▪	Assaying has been completed by industry accredited laboratories
	▪	Discuss any adjustment to assay data.
Location of	▪	Accuracy and quality of surveys used to locate drill holes (collar	▪	Drill hole locations based on coordinates
data points		and down-hole surveys), trenches, mine workings and other		provided by historical company drilling
		locations used in Mineral Resource estimation.		reports and maps. No field work has been
	▪ ▪	Specification of the grid system used. Quality and adequacy of topographic control.	▪	undertaken to verify the accuracy of drill the collar locations Map reference - NAD 83, UTM Zone 15
Data spacing	▪	Data spacing for reporting of Exploration Results.	▪	Exploration targets are at an early stage and
and	▪	Whether the data spacing and distribution is sufficient to establish		data spacing is variable.
distribution		the degree of geological and grade continuity appropriate for the	▪	Additional infill and extensional drilling is
		Mineral Resource and Ore Reserve estimation procedure(s) and		required before resource estimations could
		classifications applied.		be undertaken.
	▪	Whether sample compositing has been applied.
Orientation of	▪	Whether the orientation of sampling achieves unbiased sampling	▪	Analysis of sample and data bias has yet to
data in relation		of possible structures and the extent to which this is known,		be undertaken. No information has been
to geological		considering the deposit type.		provided in the historical reporting
structure	▪	If the relationship between the drilling orientation and the		regarding any bias.
		orientation of key mineralised structures is considered to have
		introduced a sampling bias, this should be assessed and reported
		if material.
Sample	▪	The measures taken to ensure sample security.	▪	No information has been provided in the
security				historical reporting regarding sample
				security.
Audits or	▪	The results of any audits or reviews of sampling techniques and	▪	No information has been provided in the
reviews		data.		historical reporting regarding audits of
				methodologies and results. Lawson Gold
				Limited is currently undertaking due
				diligence on past exploration activities and
				results.

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Section 2 Reporting of Exploration Results

Criteria	JORC	Code explanation	Commentary	Commentary
Mineral tenement	▪	Type, reference name/number, location and ownership	▪	The Sturgeon Lake Project consists of five
and land tenure		including agreements or material issues with third		unpatented mining claims as well as five mining
status		parties such as joint ventures, partnerships, overriding		leases in Ontario, Canada. Odin Metals Ltd owns
		royalties, native title interests, historical sites, wilderness		the Sturgeon Lake Project which comprises 100%
		or national park and environmental settings.		interest in five exploration claims in Ontario,
	▪	The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.		Canada. Claim Numbers are 4281448, 4281449, 4281450, 4281451 & 4281452. Odin Metals Ltd has executed a Binding Option Agreement with First Quantum, Minerals to acquire 100% of five 21-year
				renewable mining and surface rights leases in
				Ontario, Canada. A 1.5 % transferable net smelter
				return royalty will be granted to First Quantum
				Minerals upon exercise of the Option Agreement by
				Odin Metals. Mining Lease numbers are 109488,
				107141, CLM248, CLM249 and CLM20.
Exploration done	▪	Acknowledgment and appraisal of exploration by other	▪	Historical exploration by other companies across
by other parties		parties.		the claim areas includes surface rock chip analyses,
				limited costeaning, geological mapping, airborne
				magnetic surveys, EM and IP geophysical surveys
				and diamond drilling.
Geology	▪	Deposit type, geological setting and style of	▪	The Sturgeon Lake Project - Occurs in the Sturgeon
		mineralisation.		Lake greenstone belt which hosts a number of
				Archaean volcanic hosted massive sulphide Zn-Cu
				deposits. Mineralisation is hosted within the South
				Sturgeon Lake assemblage, a 9km thick, dominantly
				bimodal package of basalt-rhyolite volcanic rock.
Drill hole	▪	A summary of all information material to the	▪	Due to their being a past producing orebody near
Information		understanding of the exploration results including a		the northern boundary of the Leases it is felt that no
		tabulation of the following information for all Material		drill intercepts on the recently acquired FQM Mining
		drill holes:		Leases warrant a material change.
		o easting and northing of the drill hole collar	▪	Drill intercept from Falconbridge is on existing Odin
		o elevation or RL (Reduced Level – elevation		ground and was previously announced in Lawson
		above sea level in metres) of the drill hole		Gold press release dated August 21, 2017.
		collar
		o dip and azimuth of the hole
		o down hole length and interception depth
		o hole length.
	▪	If the exclusion of this information is justified on the
		basis that the information is not Material and this
		exclusion does not detract from the understanding of
		the report, the Competent Person should clearly explain
		why this is the case.
Data aggregation	▪	In reporting Exploration Results, weighting averaging	▪	Not applicable to this report.
methods		techniques, maximum and/or minimum grade
		truncations (eg cutting of high grades) and cut-off
		grades are usually 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 should be shown in detail.
	▪	The assumptions used for any reporting of metal
		equivalent values should be clearly stated.

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Criteria	JORC	Code explanation	Commentary	Commentary
Relationship	▪	These relationships are particularly important in the	▪	Only down hole lengths have been reported and
between		reporting of Exploration Results.		true widths are not known.
mineralisation	▪	If the geometry of the mineralisation with respect to the
widths and		drill hole angle is known, its nature should be reported.
intercept lengths	▪	If it is not known and only the down hole lengths are
		reported, there should be a clear statement to this
		effect (eg ‘down hole length, true width not known’).
Diagrams	▪	Appropriate maps and sections (with scales) and	▪	Only down hole lengths have been reported and
		tabulations of intercepts should be included for any		true widths are not known.
		significant discovery being reported These should
		include, but not be limited to a plan view of drill hole
		collar locations and appropriate sectional views.
Balanced reporting	▪	Where comprehensive reporting of all Exploration	▪	All results of significance have been included in this
		Results is not practicable, representative reporting of		Report.
		both low and high grades and/or widths should be
		practiced to avoid misleading reporting of Exploration
		Results.
Other substantive	▪	Other exploration data, if meaningful and material,	▪	No significant exploration data has been omitted.
exploration data		should be reported including (but not limited to):
		geological observations; geophysical survey results;
		geochemical survey results; bulk samples – size and
		method of treatment; metallurgical test results; bulk
		density, groundwater, geotechnical and rock
		characteristics; potential deleterious or contaminating
		substances.
Further work	▪	The nature and scale of planned further work (eg tests	▪	Odin Metals Ltd. is currently undertaking a further
		for lateral extensions or depth extensions or large-scale		review of historical exploration data as part of its
		step-out drilling).		exploration targeting in the Sturgeon Lake Camp.
	▪	Diagrams clearly highlighting the areas of possible	▪	See Figure 2 in this Report.
		extensions, including the main geological
		interpretations and future drilling areas, provided this
		information is not commercially sensitive.

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