GLOBAL LITHIUM RESOURCES LIMITED — Capital/Financing Update 2021

May 3, 2021

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Jamie Wright Director 22 March 2021

GLOBAL LITHIUM RESOURCES LIMITED ACN 626 093 150

PROSPECTUS

For an initial public offer of 50,000,000 Shares at an issue price of $0.20 per Share to raise $10,000,000 ( Public Offer ).

The Public Offer is scheduled to close at 5.00pm (WST) on 6 April 2021 unless extended or withdrawn.

Lead Manager: Argonaut Securities Pty Limited (ACN 108 330 650) (AFSL 274 099).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If, after reading this Prospectus you have been questions about the Securities being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay.

The Securities offered by this Prospectus should be considered as highly speculative.

Lead Manager

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IMPORTANT NOTICE

This Prospectus is dated 22 March 2021 and was lodged with the ASIC on that date. The ASIC, the ASX and their officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be considered as highly speculative.

Exposure Period

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications for Securities under this Prospectus will not be accepted by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period.

No offering where offering would be illegal

The distribution of this Prospectus in jurisdictions outside Australia or New Zealand 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 or New Zealand 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.

No action has been taken to register or qualify the Securities or the offer, or to otherwise permit a public offering of the Securities in any jurisdiction outside Australia or New Zealand. This Prospectus has been prepared for publication in Australia and New Zealand and may not be released or distributed in the United States of America.

Information for New Zealand Residents

The Public Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and regulations made under that Act. In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014.

The Public Offer and the content of this Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act and the regulations made under that Act set out how the Public Offer must be made.

There are differences in how financial products are regulated under Australian law. For example, the disclosure of fees for managed investment schemes is different under the Australian regime.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies, and compensation arrangements for New Zealand financial products.

Both the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to the Public Offer. If you need to make a complaint about the Public

Offer, please contact the Financial Markets Authority, New Zealand (http://www.fma.govt.nz). The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian financial products is not the same as for New Zealand financial products. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Public Offer may involve a currency exchange risk. The currency for the financial products is not New Zealand dollars. The value of the financial products will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant.

If you expect the financial products to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

If the financial products are able to be traded on a financial product market and you wish to trade the financial products through that market, you will have to make arrangements for a participant in that market to sell the financial products on your behalf. If the financial product market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the financial products and trading may differ from financial product markets that operate in New Zealand.

US securities law matters

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the US. In particular, the Securities have not been, and will not be, registered under the United States Shares Act of 1933, as amended (the US Securities Act ), and may not be offered or sold in the US or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act) unless an exemption is available

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from the registration requirements of the US Securities Act.

Each applicant will be taken to have represented, warranted and agreed as follows:

• (a) it understands that the Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in the US, except in a transaction exempt from, or not subject to, registration under the US Securities Act and any other applicable securities laws;

• (b) it is not in the US;

• (c) it has not and will not send this Prospectus or any other material relating to the Public Offer to any person in the US; and

• (d) it will not offer or sell the Securities in the US or in any other jurisdiction outside Australia or New Zealand except in transactions exempt from, or not subject to, registration under the US Securities Act and in compliance with all applicable laws in the jurisdiction in which the Shares are offered and sold.

Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.globallithium.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian or New Zealand resident and must only access this Prospectus from within Australia or New Zealand.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on + 61 8 9316 9100 during office hours or by emailing the Company at info@globallithium.com.au.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it

was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Company Website

No document or other information available on the Company’s website is incorporated into this Prospectus by reference.

No cooling-off rights

Cooling-off rights do not apply to an investment in Securities issued under the Prospectus. This means that, in most circumstances, you cannot withdraw your application once it has been accepted.

No Investment Advice

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Securities under this Prospectus to determine whether it meets your objectives, financial situation and needs.

Risks

You should read this document in its entirety and, if in any doubt, consult your professional advisers before deciding whether to apply for Securities. There are risks associated with an investment in the Company. The Securities offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Securities. Refer to Section D of the Investment Overview as well as Section 7 for details relating to some of the key risk factors that should be considered by prospective investors. There may be risk factors in addition to these that should be considered in light of your personal circumstances.

Forward-looking statements

This Prospectus contains forwardlooking 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 the Company’s 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. These risk factors are set out in Section 7.

Financial Forecasts

The directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

Competent Persons statements

The information in the Investment Overview Section of the Prospectus, included at Section 3, the Company and

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Projects Overview, included at Section 5, and the Independent Geologist’s Report, included at Annexure A of the Prospectus, which relate to exploration results, is based on information compiled by Jayson Meyers, who is a Fellow of The Australian Institute of Geoscientists. Jayson Meyers has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (the JORC Code ). Jayson Meyers is a full time employee of Resource Potentials Pty Ltd. Jayson Meyers consents to the inclusion of the information in these Sections of the Prospectus in the form and context in which it appears. Mr Meyers is a shareholder in Global Lithium Resources Limited.

The information in the Investment Overview Section of the Prospectus, included at Section 3, the Company and Projects Overview, included at Section 5, and the Independent Geologist’s Report, included at Annexure A of the Prospectus, which relate to mineral resources, is based on information compiled by Greg Jones who is a Fellow of The Australasian Institute of Mining and Metallurgy. Greg Jones has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (the JORC Code ). Greg Jones is a full time employee of IHC Robbins Pty Ltd. Greg Jones consents to the inclusion of the information in these Sections of the Prospectus in the form and context in which it appears.

Statements attributable to publicly available reports

This Prospectus contains statements attributable to third parties. These statements are made or based upon statements made in previous technical reports that are publicly available from either government departments or the ASX. The authors of these previous reports

have not consented to the statements’ use in this Prospectus, and these statements are included in accordance with ASIC Corporations (Consents to Statements) Instrument 2016/7.

Continuous disclosure obligations

Following admission of the Company to the Official List, the Company will be a “disclosing entity” (as defined in section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Securities.

Price sensitive information will be publicly released through ASX before it is disclosed to Shareholders and market participants. Distribution of other information to Shareholders and market participants will also be managed through disclosure to the ASX. In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

Clearing House Electronic SubRegister System (CHESS) and Issuer Sponsorship

The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Securities issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of securities

can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

Definitions and Time

Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 12.

All references to time in this Prospectus are references to Australian Western Standard Time.

Privacy statement

If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your Securities in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by

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legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Securities, the Company may not be able to

accept or process your application.

Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other

professional adviser without delay. Should you have any questions about the Public Offer or how to accept the Public Offer please call the Company Secretary on + 61 8 9316 9100. .

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CORPORATE DIRECTORY

Directors

Investigating Accountant

Jamie Wright Managing Director

Warrick Hazeldine Non-Executive Chairman

PKF Perth Level 4 35 Havelock Street WEST PERTH WA 6005

Auditor

Dianmin Chen Non-Executive Director

Company Secretary

PKF Perth Level 4 35 Havelock Street WEST PERTH WA 6005

Kevin Hart

Independent Geologist

Proposed ASX Code

GL1

Registered Office

Optiro Pty Ltd Level 1 16 Ord Street WEST PERTH WA 6005

Suite 8 7 The Esplanade MT PLEASANT WA 6153

Telephone: + 61 8 9316 9100

Email: info@globallithium.com.au Website: www.globallithium.com.au

Lead Manager

Argonaut Securities Pty Limited Level 30 77 St Georges Terrace PERTH WA 6000

Telephone: + 61 8 9224 6888

Legal Adviser to IPO

Financial Advisor

Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000

Argonaut Capital Limited Level 30 77 St Georges Terrace PERTH WA 6000

Telephone: + 61 8 9224 6888

Share Registry*

Computershare Investor Services Pty Limited Level 11 172 St Georges Terrace PERTH WA 6000

Telephone (within Australia): 1300 219 442 Telephone (overseas): +61 3 9415 4322

• This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

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TABLE OF CONTENTS

1.	CHAIRMAN’S LETTER ..................................................................................................... 1
2.	KEY OFFER INFORMATION............................................................................................ 2
3.	INVESTMENT OVERVIEW ............................................................................................... 4
4.	DETAILS OF THE OFFERS .............................................................................................. 15
5.	COMPANY AND PROJECT OVERVIEW ....................................................................... 23
6.	FINANCIAL INFORMATION......................................................................................... 39
7.	RISK FACTORS ............................................................................................................ 53
8.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE ..................................... 65
9.	MATERIAL CONTRACTS .............................................................................................. 79
10.	ADDITIONAL INFORMATION ...................................................................................... 85
11.	DIRECTORS’ AUTHORISATION .................................................................................... 99
12.	GLOSSARY ................................................................................................................ 100
ANNEXURE A – INDEPENDENT TECHNICAL ASSESSMENT REPORT ......................................... 102
ANNEXURE B – SOLICITOR’S REPORT ON TENEMENTS ............................................................ 103
ANNEXURE C – INVESTIGATING ACCOUNTANT’S REPORT .................................................... 104
ANNEXURE D – CORPORATE GOVERNANCE STATEMENT...................................................... 105
APPLICATION FORM ............................................................................................................... 121

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1. CHAIRMAN’S LETTER

Dear Investor

On behalf of the directors of Global Lithium Resources Limited ( Global Lithium or the Company ), it gives me great pleasure to invite you to become a Shareholder of the Company.

Global Lithium’s purpose is to become a leading lithium company in an environmentally, socially and governance orientated manner for the benefit of all its Shareholders.

The Company’s primary focus is its 100%-owned Marble Bar Lithium Project ( MBLP ), an emerging lithium discovery located in the globally-recognised Pilbara region of Western Australia. The Company has had significant exploration success through the discovery of the Archer lithium deposit and declaration of a maiden Mineral Resource, following three successful RC drilling programs. The directors are confident that further exploration could result in an increase in the size of the Archer deposit and that the wider MBLP project area is also highly prospective for additional discoveries.

This Prospectus is seeking to raise a minimum of $9,000,000 and a maximum of $10,000,000 via the issue of up to 50,000,000 Shares at an issue price of $0.20 per Share under the Public Offer. The purpose of the Public Offer is to provide funds to implement the Company’s business strategies (explained in Section 5).

Following a successful listing on the ASX, the Company’s focus will be to recommence drilling at the Archer lithium deposit and commence exploration activities across the wider MBLP.

The Global Lithium Board has significant expertise and experience in the mining exploration industry and will direct the funds raised through the Public Offer to cost-effective exploration and the advancement the Company’s business strategy.

Following two years of exploration, we believe this is a fortuitous time to be embarking on our initial public offering with the global push for carbon neutrality driven by Electric Vehicle (EV) adoption and energy storage.

This Prospectus is being issued for the purpose of supporting an application to list the Company on the Australian Securities Exchange commonly referred to as the ASX. This Prospectus contains detailed information about the Company, its business and the Offers, as well as the risks of investing in the Company, and I encourage you to read it carefully. The Securities offered by this Prospectus should be considered highly speculative.

I look forward to you joining us as a Shareholder and sharing in what we believe will be exciting times ahead for the lithium market and Global Lithium Investors. Before you make your investment decision, I urge you to read this Prospectus in its entirety and seek professional advice if required.

Yours sincerely

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Warrick Hazeldine Chairman

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2. KEY OFFER INFORMATION

INDICATIVE TIMETABLE[1 ]

Lodgement of Prospectus with the ASIC	22 March 2021
Exposure Period begins	22 March 2021
Opening Date	29 March 2021
Closing Date of Public Offer	6 April 2021
Issue of Shares under the Public Offer	29 April 2021
Issue of Broker Options	29 April 2021
Despatch of holding statements	3 May 2021
Expected date for quotation on ASX	10 May 2021

1. The above dates are indicative only and may change without notice. Unless otherwise indicated, all time given are WST. The Exposure Period may be extended by the ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act. The Company reserves the right to extend the Closing Date or close the Public Offer early without prior notice. The Company also reserves the right not to proceed with the Public Offer at any time before the issue of Shares to applicants.

2. If the Public Offer is cancelled or withdrawn before completion of the Public Offer, then all application monies will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act. Investors are encouraged to submit their applications as soon as possible after the Public Offer opens.

KEY STATISTICS OF THE OFFER

	Minimum Subscription **($9,000,000)1 **	Maximum Subscription **($10,000,000)2 **
Offer Price per Share	$0.20	$0.20
Shares currently on issue	81,408,339	81,408,339
Shares to be issued under the Public Offer	45,000,000	50,000,000
Gross Proceeds of the Public Offer	$9,000,000	$10,000,000
Issue of Shares to Great Sandy Pty Ltd3	400,000	400,000
Shares on issue Post-Listing **(undiluted)4 **	126,808,339	131,808,339
Market Capitalisation Post-Listing **(undiluted)5 **	$25,361,668	$26,361,668
Performance Rights to be issued to directors6	5,000,000	5,000,000
Broker Options to be issued under the Broker Options Offer7	4,599,267	4,780,614
Shares on issue Post-Listing (fully diluted) 4, 8	136,407,606	141,588,953
Market Capitalisation Post-Listing (fully diluted) 5	$27,281,521	$28,317,791

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Notes:

1. Assuming the Minimum Subscription of $9,000,000 is achieved under the Public Offer.

2. Assuming the Maximum Subscription of $10,000,000 is achieved under the Public Offer.

3. To be issued to Great Sandy Pty Ltd pursuant to a tenement information agreement. Refer to Section 9.1.3 for further retails.

4. Certain Shares on issue post-listing will be subject to ASX-imposed escrow or voluntary escrow. Refer to Section 5.8 for further details regarding the likely escrow position.

5. Assuming a Share price of $0.20, however the Company notes that the Shares may trade above or below this price.

6. Refer to Section 10.4 for the terms of the Performance Rights.

7. The Company has agreed to issue the Lead Manager that number of Broker Options which, if exercised, would be equal to 3.5% of the total Shares on issue in the Company (upon completion of the Public Offer). Refer to Section 10.3 for the terms of the Broker Options.

8. This assumes all Options and Performance Rights on issue at completion of the Public Offer are converted into Shares.

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3. INVESTMENT OVERVIEW

This Section is a summary only and is not intended to provide full information for investors intending to apply for Securities offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

Item	Summary	Further information
A. Company
Who is the issuer of this Prospectus?	Global Lithium Resources Limited (ACN 626 093 150) (CompanyorGlobal Lithium).	Section 5.1
Who is the Company?	The Company is an Australian unlisted public company, incorporated on 11 May 2018 for the purpose of acquiring mineral assets. The Company is a resources exploration and development company which owns the Marble Bar Lithium Project (MBLPorProject). The Company’s primary objective is to seek to expand the Mineral Resources at the MBLP to a size and level of confidence that will support a significant lithium mining business. The Company aims to adopt best practice environmental and social standards into its corporate governance principles.	Section 5.1
What is the nature of the Company’s Projects?	Global Lithium owns 100% of the MBLP which is located 188km southeast of Port Hedland and 15km northwest of Marble Bar in Western Australia. The MBLP consists of three granted exploration licences covering approximately 150km2and two additional exploration licence applications covering 93km2. Refer to the Solicitor’s Report on Tenements in Annexure B for further details. The MBLP was acquired from BCI Exploration Pty Ltd (BCI Exploration) (a subsidiary of BCI Minerals Limited) in June 2019 (BCI Agreement). Refer to Section 9.1.1 for a summary of the BCI Agreement. The MBLP lies within the North Pilbara Craton which is host to one of the world’s major pegmatite hosted spodumene lithium and tantalum provinces including the Pilgangoora and Wodgina deposits. Since acquiring the MBLP, Global Lithium has: (a) undertaken Reverse Circulation drilling, geophysical and geochemical studies, activities associated with environmental and statutory approvals and administrative studies; and	Section 5.2 and Annexure A and B

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Item	Summary	Further information
	(b) reported a maiden JORC 2012 Inferred Mineral Resource estimate over the Archer deposit of 10.5Mt @ 1.0% Li2O. Further details on the MBLP are set out in the Independent Technical Assessment Report (ITAR) at Annexure A.
What are the Company’s objectives?	The Company’s objectives are: (a) expand the MBLP’s Mineral Resource by undertaking the exploration programs outlined in this Prospectus, based on the Use of Funds and Exploration Expenditure set out in Section 5.5; (b) achieve exploration success and the discovery of additional Mineral Resources that may be able to be economically developed (refer Section 5.4 for the Company’s proposed exploration programs); and (c) adopt best practice environmental and social standards into its corporate governance principles for the benefit of all shareholders.	Section 5.3, Section 5.4 & Section 5.5
What are the key advantages of the Public Offer?	The key advantages of the Public Offer are: (a) exposure to potential hard-rock lithium exploration upside through the continued exploration of the MBLP. The MBLP is located in the North Pilbara Craton which is one of the world’s major pegmatite hosted spodumene lithium and tantalum provinces; (b) the MBLP’s position in the Tier-1 Pilbara lithium province provides Global Lithium with access to world- class infrastructure, including; (i) sealed road connecting Marble Bar and Port Hedland that runs through the Project area; (ii) sealed Marble Bar Airstrip 10 km from the MBLP; (iii) Marble Bar Township 15 km South of the MBLP; (iv) Water Bore infrastructure located on MBLP tenements; and	Section 5

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	Item	Summary	Further information
		(v) multiple new mining projects in the area. (c) maiden JORC Inferred Mineral Resource of 10.5Mt @ 1.0% Li2O at the Archer deposit that has growth upside which Global Lithium intends to test by undertaking the exploration program set out in Section 5.4; and (d) exposure to a positive lithium market thematic. Lithium is a key component in battery technology used in EVs, phones, laptops & tablets and grid storage.
	B. Key Risks
	Key Risks	The business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the Securities of the Company. These risks include a variety of Company, industry specific and general risks, including (without limitation) the following: (a) Resource Exploration, Development and Mining: The business of exploration, project development and, if the Company successfully commences production at its Project, mining contains elements of significant risk, including in relation to technical, financial, legal, and social matters. (b) Key Personnel: The Company is substantially reliant on the expertise and abilities of its key personnel in overseeing the day-to-day operations of its Project. There can be no assurance that there will be no detrimental impact on the Company if one or more of these employees cease their relationship with the Company. (c) Commodity Price: Changes in the market price of a range of commodities but in particular lithium, which in the past has been subject to material fluctuations, will affect the profitability of the Company’s operations and its financial condition in the future, if the Company is able to	Section 7

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Item	Summary	Further information
	develop the Project and commence lithium production. (d) COVID-19: The current COVID-19 pandemic has been having, and is likely to continue to have, a significant impact on global capital markets, commodity prices and foreign exchange rates. While to date COVID- 19 has not had any material impact on the Company, it could have an adverse impact on the Company’s operations, financial position and prospects, (e) Exploration Costs:The exploration costs of the Company as summarised in Section 5.4 are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainty, and accordingly, the actual costs may materially differ from the estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely impact the Company’s viability. (f) Mineral Resources Estimates:There is a degree of uncertainty related to the estimation of Mineral Resources. These may be subject to change, which may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations, financial position and prospects. Even if additional exploration and resource drilling extend the Company’s current Mineral Resource estimates, there is no guarantee that the Company will be capable of initiating or sustaining commercial production. (g) Environmental Approvals: The Company’s activities are subject to environmental laws at both State and Federal level. Accidents or unforeseen circumstances could subject the Company to extensive liability and could delay future production or increase production costs. In addition, environmental approvals will be

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Item	Summary	Further information
	required from relevant government and regulatory authorities before certain activities may be undertaken which are likely to impact the environment, including for land clearing and ground disturbing activities. Failure or delay in obtaining such approvals will prevent the Company from undertaking its planned activities. The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Board can effectively manage them is limited. Additional risk factors which will affect the Company are (non-exhaustively) disclosed at Section 7 of this Prospectus.
Other risks	For additional specific risks please refer to Section 7.2. For other risks with respect to the industry in which the Company operates and general investment risks, many of which are largely beyond the control of the Company and its directors, please refer to Sections 7.3 and 7.4.	Sections 7.2, 7.3 and 7.4
C. Directors and Key Management Personnel
Who are the directors?	The Board consists of: (a) Jamie Wright – Managing Director; (b) Warrick Hazeldine – Non-Executive Chairman; and (c) Dianmin Chen – Non-Executive Director. The profiles of each of the directors are set out in Section 8.1.	Section 8.1
What are the significant interests of directors in the Company?	Details of the remuneration and interests in securities of each of the directors are set out in Section 8.2.	Section 8.2
What are the significant interests of advisors to the Company?	Details of the interests in securities of each of the advisors to the Company are set out in Section 8.5 and Section 8.6.	Section 8.5 and Section 8.6
What other allocations will be made under the Prospectus?	Pursuant to the Lead Manager Mandate, the Company has agreed to issue the Lead Manager that number of Broker Options which, if exercised, would be equal to 3.5% of	Section 9.2.1

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Item	Summary	Further information
	the total Shares on issue in the Company (upon completion of the Public Offer). To remove any secondary sale restrictions attaching to the Shares that will be issued upon exercise of these Options, the offer of these Options is made pursuant to this Prospectus.
What related party agreements are the Company party to?	The Company has entered into a services agreement with Jamie Wright and letters of appointment with Dianmin Chen and Warrick Hazeldine. Details of these agreements are set out in Section 9.3. Dr Dianmin Chen is also a consultant to the Lead Manager. Further details of this relationship are set out in Section 8.3.	Section 9.3 and Section 8.3
D. Financial Information
How has the Company been performing?	The audited historical financial information of the Company for the financial years ending 30 June 2019 and 30 June 2020, and the half year ending 31 December 2020, is set out in Section 6 and Annexure C.	Section 6 and Annexure C
What is the financial outlook for the Company?	Given the current status of the Company’s Project and the speculative nature of its business, the directors do not consider it appropriate to forecast future earnings. Any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection on a reasonable basis.	Section 6 and Annexure C
E. Public Offer
What is the Public Offer?	The Public Offer is an offer of up to 50,000,000 Shares at an issue price of $0.20 per Share to raise up to $10,000,000 (before costs).	Section 4.1
Is there a minimum subscription under the Public Offer?	The minimum amount to be raised under the Public Offer is $9,000,000 (45,000,000 Shares).	Section 4.3
What are the purposes of the Public Offer?	The purposes of the Offer are to facilitate an application by the Company for admission to the Official List and, to position the Company to seek to achieve the objectives stated at Section B of this Investment Overview. The Board believes that on completion of the Public Offer, the Company will have sufficient working capital to achieve its objectives.	Section 4

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Item	Summary	Further information
Is the Public Offer underwritten?	No, the Public Offer is not underwritten.	Section 4.5
Who is the lead manager to the Public Offer?	On 9 December 2020, the Company entered into an advisory mandate pursuant to which it appointed: (a) Argonaut Securities Pty Limited (Lead Manager) as lead manager to the Public Offer (Lead Manager Mandate); and (b) Argonaut Capital Limited (Financial Advisor) as financial advisor to the Public Offer. For the purposes of this Prospectus, the Lead Manager and Financial Advisor are together referred to asArgonaut. Argonaut will receive the following fees in consideration for providing advisory services (as agreed under the Lead Manager Mandate) in connection with the Public Offer: (a) an advisory work fee of $50,000; (b) a capital raising fee of 6% of the total amount raised under the Public Offer; and (c) that number of Options which, if exercised, would be equal to 3.5% of the total Shares on issue in the Company (upon completion of the Public Offer), exercisable at $0.30 each on or before the date which is four years from the date of the Company is admitted to the Official List. The subscription price of the Options is $0.00001 per Option.	Section 4.6
Who is eligible to participate in the Public Offer?	This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in Jurisdictions outside Australia or New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.	Section 4.13
How do I apply for Shares under the Public Offer?	Applications for Shares under the Public Offer must be made by completing the Application Form attached to this Prospectus in	Section 4.9

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	Item	Summary	Further information
		accordance with the instructions set out in the Application Form.
	What is the allocation policy?	The allocation of Shares under the Public Offer will be determined by the Company in consultation with the Lead Manager and will be influenced by the factors set out in Section 4.10. There is no assurance that any applicant will be allocated any Shares, or the number of Shares for which it has applied.	Section 4.10
	What will the Company’s capital structure look like on completion of the Public Offer?	The Company’s capital structure on a post- Offer basis is set out in Section 5.6.	Section 5.6
	What are the terms of the Shares offered under the Public Offer?	A summary of the material rights and liabilities attaching to the Shares offered under the Public Offer are set out in Section 10.2.	Section 10.2
	Will any Shares be subject to escrow?	None of the Shares issued under the Public Offer will be subject to escrow. Subject to the Company complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Public Offer, it is anticipated that: (a) approximately 44,582,443 of the Company’s existing Shares; (b) 400,000 Shares to be issued to Great Sandy Pty Ltd; (c) the Broker Options (and any Shares issued upon the exercise of the Broker Options); and (d) the Performance Rights proposed to be issued to the directors (and any Shares issued upon the exercise of the Performance Rights), may be subject to mandatory escrow in accordance with the ASX Listing Rules for up to 24 months from the date of the Company’s admission to the Official List. In addition, the Company has entered into an escrow agreement with a number of existing Shareholders pursuant to which 16,497,295 Shares are subject to escrow for 12 months from the date of the Company’s admission to the Official List. During the period in which restricted Shares are prohibited from being transferred, trading	Section 5.8

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Item	Summary	Summary	Summary	Further information
	in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner. The Company will announce to ASX full details (quantity and duration) of the Shares required to be held in escrow prior to the Shares commencing trading on ASX. The Company’s ‘free float’ (being the percentage of Shares not subject to escrow and held by Shareholders that are not related parties of the Company (or their associates) at the time of admission to the Official List) will be approximately 52%, (based on the Minimum Subscription being raised and assuming no related parties or their associates subscribe for Shares in the Public Offer).
Who are and will be the substantial Shareholders of the Company?	Shareholder	Current	$9m Raised	Section 5.7
	Yongfang Guo	19.7%	12.6%
	Goldenstar Energy Pty Ltd	17.8%	11.4%
	Dianmin Chen (Direct and Indirect)	11.2%	7.2%
	As at the date of this Prospectus, the following entities hold 5% or more of the total number of Shares on issue and will hold 5% or more on completion of the Offer (assuming none subscribe for and receives additional Shares pursuant to the Public Offer).
Will the Shares be quoted on ASX?	Application for quotation of all Shares to be issued under the Public Offer will be made to ASX no later than 7 days after the date of this Prospectus. The Broker Options to be issued to Argonaut will be unquoted.			Section 4.11
What are the key dates of the Public Offer?	The key dates of the Public Offer are set out in the indicative timetable in the Key Offer Information Section.			Key Offer Information
What is the minimum investment size under the Public Offer?	Applications under the Public Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of $500 worth of Shares (2,500 Shares).			Section 4.9
Are there any conditions to the Public Offer?	No, other than raising the Minimum Subscription and ASX approval for quotation of the Shares, the Public Offer is unconditional.			Section 4.7

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Item	Summary	Further information
F. Use of funds
How will the proceeds of the Public Offer be used?	The Public Offer proceeds and the Company’s existing cash reserves will be used for: (a) exploration and technical studies for the Project; (b) administration costs; (c) expenses of the Public Offer; and (d) working capital, further details of which are set out in Section 5.5.	Section 5.5
G. Additional information
Is there any brokerage, commission or duty payable by applicants?	No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Public Offer. However, the Company will pay to the Lead Manager 6% (excluding GST) of the total amount raised under the Public Offer (comprising an equity raising fee of 4% and management fee of 2%).	Section 4.15 and Section 9.2.1
Can the Public Offer be withdrawn?	The Company reserves the right not to proceed with the Public Offer at any time before the issue or transfer of Shares to successful applicants. If the Public Offer does not proceed, application monies will be refunded (without interest).	Section 4.16
What are the tax implications of investing in Shares?	Holders of Shares may be subject to Australian tax on dividends and possibly capital gains tax on a future disposal of Shares subscribed for under this Prospectus. The tax consequences of any investment in Shares will depend upon an investor’s particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Shares offered under this Prospectus.	Section 4.15
What is the Company’s Dividend Policy?	The Company anticipates that significant expenditure will be incurred in the evaluation and development of the Project. These activities, together with the possible acquisition of interests in other projects, are expected to dominate at least, the first two year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.	Section 5.10

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Item	Summary	Further information
	Any future determination as to the payment of dividends by the Company will be at the discretion of the directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.
What are the corporate governance principles and policies of the Company?	To the extent applicable, in light of the Company’s size and nature, the Company has adopted_The Corporate Governance_ Principles and Recommendations (4th _Edition)_as published by ASX Corporate Governance Council (Recommendations). The Company’s main corporate governance policies and practices and the Company’s compliance and departures from the Recommendations as at the date of this Prospectus are outlined in Section 8.8. The Company’s corporate governance statement is included in Annexure D. In addition, the Company’s full Corporate Governance Plan is available from the Company’s website (www.globallithium.com.au).	Section 8.8 and Annexure D
Where can I find more information?	You can find further information by: (a) speaking to your sharebroker, solicitor, accountant or other independent professional adviser; (b) visiting the Company’s website (www.globallithium.com.au); (c) contacting the Company Secretary, on + 61 8 9316 9100; or (d) contacting the Offer Information Line on 1300 219 442 (within Australia), or +61 3 9415 4322 (outside Australia) at any time between 8:30am and 5:00pm (Sydney time) on Monday to Friday during the Offer period.

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4. DETAILS OF THE OFFERS

4.1 The Public Offer

The Public Offer is an initial public offering of 50,000,000 Shares at an issue price of $0.20 per Share to raise up to $10,000,000 ( Maximum Subscription ).

The Shares issued under the Public Offer will be fully paid and will rank equally with all other existing Shares currently on issue. A summary of the material rights and liabilities attaching to the Shares is set out in Section 10.2.

4.2 The Broker Options Offer

Pursuant to the Broker Options Offer the Company offer to the Lead Manager that number of Options which, if exercised, would be equal to 3.5% of the total Shares on issue in the Company (upon completion of the Public Offer), in accordance with the Lead Manager Mandate.

The purpose of the Broker Options Offer to is remove any secondary sale restrictions attaching to the Shares issued upon the exercise of the Options.

The maximum number of Options which may be issued pursuant to the Broker Options Offer is 4,780,614. The terms of the Options are set out in Section 10.3.

4.3 Minimum subscription

The minimum subscription for the Public Offer is $9,000,000 (45,000,000 Shares at an issue price of $0.20 per Share) ( Minimum Subscription ).

If the Minimum Subscription has not been raised within four (4) months after the date of this Prospectus or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

4.4 Oversubscriptions

No oversubscriptions above the Maximum Subscription will be accepted by the Company under the Offer.

4.5 Not underwritten

The Public Offer is not underwritten.

4.6 Lead Manager

The Company has appointed:

• (a) Argonaut Securities Pty Limited ( Lead Manager ) as lead manager to the Public Offer; and

• (b) Argonaut Capital Limited ( Financial Advisor ) as financial advisor to the Public Offer.

For further information in relation to the Lead Manager Mandate, please refer to 9.2.1.

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4.7 Conditions of the Public Offer

The Public Offer is conditional upon the following events occurring:

• (a) the Minimum Subscription to the Public Offer being reached; and

• (b) ASX granting conditional approval for the Company to be admitted to the Official List,

(together the Conditions ).

If these Conditions are not satisfied then the Public Offer will not proceed and the Company will repay all application monies received under the Public Offer within the time prescribed under the Corporations Act, without interest.

4.8 Purpose of the Public Offer

The primary purposes of the Public Offer is to:

• (a) assist the Company to meet the admission requirements of ASX under Chapters 1 and 2 of the ASX Listing Rules;

• (b) provide the Company with additional funding for:

• (i) the proposed exploration programs at the Project (as further detailed in Section 5.4):

• (ii) considering acquisition opportunities that may be presented to the Board from time to time; and

• (iii) the Company’s working capital requirements while it is implementing the above;

• (c) remove the need for an additional disclosure document to be issued upon the sale of any Shares that are to be issued under the Public Offer;

• (d) provide a liquid market for the Company’s Shares; and

• (e) provide the broader business with the benefits of increased profile, transparency and credibility that arises from being a listed entity.

The Company intends on applying the funds raised under the Public Offer together with its existing cash reserves in the manner detailed in Section 5.5.

4.9

Applications

Applications for Shares under the Public Offer must be made by using the relevant Application Form as follows:

• (a) using an online Application Form at www.globallithium.com.au and pay the application monies electronically; or

• (b) completing a paper-based application using the relevant Application Form attached to, or accompanying, this Prospectus or a printed copy of the relevant Application Form attached to the electronic version of this Prospectus.

By completing an Application Form, each applicant under the Public Offer will be taken to have declared that all details and statements made by them are

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complete and accurate and that they have personally received the Application Form together with a complete and unaltered copy of the Prospectus.

Applications for Shares under the Public Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter in multiples of 2,500 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.

Completed Application Forms and accompanying cheques, made payable to “ Global Lithium Resources Limited ” and crossed “ Not Negotiable ”, must be mailed or delivered to the address set out on the Application Form by no later than 5:00pm (WST) on the Closing Date.

If paying by BPAY®, please follow the instructions on the Application Form. A unique reference number will be quoted upon completion of the online application. Your BPAY reference number will process your payment to your application electronically and you will be deemed to have applied for such Shares for which you have paid. Applicants using BPAY should be aware of their financial institution’s cut-off time (the time payment must be made to be processed overnight) and ensure payment is process by their financial institution on or before the day prior to the Closing Date of the Public Offer. You do not need to return any documents if you have made payment via BPAY.

If an Application Form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an application as valid, or how to construe, amend or complete it, will be final.

The Company reserves the right to close the Public Offer early.

4.10 Allocation policy under the Public Offer

The allocation of Shares under the Public Offer will be determined by the directors in consultation with the Lead Manager.

The allocation of Shares will be influenced by the following factors:

• (a) the number of Shares applied for;

• (b) the overall level of demand for the Public Offer;

• (c) the desire for a spread of investors, including institutional investors; and

• (d) the desire for an informed and active market for trading Shares following completion of the Public Offer.

The Board reserves the right to reject any Application Form or to allocate any Applicant fewer Shares than the number applied for under their Application Form. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded (without interest) to the Applicant as soon as practicable after the Closing Date.

The decision on the number of Shares to be allocated to an Applicant will be final. There is no guaranteed allocation of Shares under the Public Offer.

The Company will not be liable to any person not allocated Shares or not allocated the full amount applied for.

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4.11 ASX listing

Application for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. However, applicants should be aware that ASX will not commence Official Quotation of any Shares until the Company has complied with Chapters 1 and 2 of the ASX Listing Rules and has received the approval of ASX to be admitted to the Official List. As such, the Shares may not be able to be traded for some time after the close of the Public Offer.

If the Shares are not admitted to Official Quotation by ASX before the expiration of three (3) months after the date of this Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The Company will not apply for Official Quotation of the Broker Options issued pursuant to this Prospectus.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Securities now offered for subscription.

4.12 Issue

Subject to the to the Conditions set out in Section 4.7 being met, the issue of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each applicant waives the right to claim interest.

The directors (in consultation with the Lead Manager) will determine the recipients of the issued Shares in accordance with the allocation policy detailed in Section 4.10). The directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the applicant as soon as practicable after the Closing Date.

Holding statements for Shares issued to the issuer sponsored subregister and confirmation of issue for Clearing House Electronic Subregister System (CHESS) holders will be mailed to applicants being issued Shares pursuant to the Public Offer as soon as practicable after their issue.

4.13 Applicants outside Australia and New Zealand

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

Applicants who are resident in countries other than Australia or New Zealand should consult their professional advisers as to whether any governmental or other

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consents are required or whether any other formalities need to be considered and followed.

If you are outside Australia or New Zealand it is your responsibility to obtain all necessary approvals for the issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

4.13.1 New Zealand

The Public Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and regulations made under that Act. In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014. Refer to the Important Notices Section.

4.13.2 Foreign institutional offers

Canada (British Columbia, Ontario and Quebec provinces)

This document constitutes an offering of Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces"), only to persons to whom Shares may be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This document is not a prospectus, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons who are "accredited investors" within the meaning of National Instrument 45-106 – Prospectus Exemptions, of the Canadian Securities Administrators.

No securities commission or authority in the Provinces has reviewed or in any way passed upon this document, the merits of the Shares or the offering of the Shares and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the Shares in the Provinces must be made in accordance with applicable Canadian securities laws. While such resale restrictions generally do not apply to a first trade in a security of a foreign, non-Canadian reporting issuer that is made through an exchange or market outside Canada, Canadian purchasers should seek legal advice prior to any resale of the Shares.

The Company as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside Canada.

Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars.

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Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for particulars of these rights or consult with a legal adviser.

Certain Canadian income tax considerations. Prospective purchasers of the Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the Shares as there are Canadian tax implications for investors in the Provinces.

Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

China

This document has not been approved by, nor registered with, any competent regulatory authority of the People's Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). Accordingly, the Shares may not be offered or sold, nor may any invitation, advertisement or solicitation for Shares be made from, within the PRC. This document does not constitute an offer of Shares within the PRC.

The Shares may not be offered or sold to legal or natural persons in the PRC other than to: (i) "qualified domestic institutional investors" as approved by a relevant PRC regulatory authority to invest in overseas capital markets; (ii) sovereign wealth funds or quasi-government investment funds that have the authorization to make overseas investments; or (iii) other types of qualified investors that have obtained all necessary PRC governmental approvals, registrations and/or filings (whether statutorily or otherwise).

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to

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do so under the securities laws of Hong Kong) other than with respect to Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Singapore

This document and any other materials relating to the Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Shares, may not be issued, circulated or distributed, nor may the 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 document has been given to you on the basis that you are (i) an "institutional investor" (as defined in the SFA) or (ii) an "accredited investor" (as defined in the SFA). If you are not an investor falling within one of these categories, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the 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 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 document nor any other document relating to the offer 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 Shares.

The Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This document 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 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 the Company.

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In the United Kingdom, this document 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 document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document.

4.14 Commissions payable

The Company reserves the right to pay a commission of up to 6% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian financial services licensee in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

The Lead Manager will be responsible for paying all commissions that they and the Company agree with any other licensed securities dealers or Australian financial services licensees out of the fees paid by the Company to the Lead Manager under the Lead Manager Mandate.

4.15 Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor.

It is not possible to provide a comprehensive summary of the possible taxation positions of all potential applicants. As such, all potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus or the reliance of any applicant on any part of the summary contained in this Section.

No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Public Offer.

4.16 Withdrawal of Public Offer

The Public Offer may be withdrawn at any time. In this event, the Company will return all application monies (without interest) in accordance with applicable laws.

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5. COMPANY AND PROJECT OVERVIEW

5.1 Background

Global Lithium was incorporated as a proprietary limited company in May 2018 for the primary purpose of acquiring, exploring and developing mineral deposits in Australia.

In June 2019, the Company acquired 100% of the Marble Bar Lithium Project ( MBLP or Project ) from BCI Exploration (a subsidiary of BCI Minerals Limited) ( BCI Minerals ), comprising a suite of granted exploration licences located in the Pilbara region of Western Australia. The Project is prospective for lithium mineralisation. Further details of the Project are set out in this Section 5, as well as the Independent Technical Assessment Report prepared by Optiro Pty Ltd (ACN 131 922 739) ( Optiro ) included in Annexure A of this Prospectus and the Solicitor’s Report on Tenements in Annexure B.

The Company has undertaken several exploration campaigns between 2019 and 2020, funded through a series of private capital raisings.

On 9 March 2021, the Company converted to a public company for the purpose of seeking a listing on the ASX. The Company has no subsidiaries.

5.2 Overview of the Marble Bar Lithium Project

Location

The MBLP is located approximately 15km northeast of Marble Bar and approximately 150km South East of Port Hedland in the Pilbara region of Western Australia. The Project comprises three granted exploration licences covering approximately 150km[2] and two exploration licence applications covering an additional approximately 93km[2] .

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==> picture [410 x 448] intentionally omitted <==

Figure 1: Global Lithium Project Location Map

This region is one of the world’s major hard-rock lithium provinces and hosts the world-class Pilgangoora deposit (owned by Pilbara Minerals Limited, ASX: PLS) and Wodgina deposit (owned in joint venture between Albemarle and Mineral Resources Limited, ASX: MIN).

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==> picture [377 x 378] intentionally omitted <==

Figure 2: Marble Bar Lithium Project Tenements

Infrastructure and access

The MBLP is located in a well-established mining region, with access to established infrastructure. The sealed Marble Bar Road that connects Port Hedland to Marble Bar traverses the tenement area. The MBLP site can be easily accessed directly off the sealed road by established unsealed exploration tracks and station roads.

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==> picture [412 x 232] intentionally omitted <==

Figure 3: Sealed Marble Bar Road and MBLP Project Area

Recent exploration activities have been conducted using the town of Marble Bar as a central location for accommodation. The Marble Bar airstrip in is the process of a major upgrade which will provide opportunity for direct air service between Perth and the MBLP.

The nearby town of Port Hedland is a well-established business centre with a deep water export port and infrastructure available to support the Company’s activities, including:

• (a) established exploration service providers and drilling contractors;

• (b) established sealed airport with regular air services; and

• (c) a deep water port comprising multiple bulk commodity export berths.

The Company has also entered into an agreement which will provide future access to an established bore field and associated infrastructure in the event exploration is successful and leads to the establishment of future mining operations (refer to Section 9.1.2 for details).

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==> picture [415 x 192] intentionally omitted <==

Figure 4: Marble Bar Airstrip

Geology

The MBLP is located in the North Pilbara Craton, host to one of the world’s major pegmatite hosted spodumene lithium and tantalum provinces.

The MBLP exhibits spodumene bearing pegmatite intrusives within the project area greenstone, which is a similar geological setting to that as seen in nearby major lithium deposits.

Within the MBLP, the Company has, to date, focussed exploration activities on the Archer deposit, which comprises a swarm of spodumene bearing pegmatites over a 3km by 1km zone. The deposit remains open in all directions.

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==> picture [332 x 393] intentionally omitted <==

Figure 5: Regional Geology

MBLP Exploration

Since acquiring the MBLP in June 2019, the Company has:

• (a) completed geophysical and geochemical programs to improve the geological understand of the MBLP;

• (b) completed three RC drill programs over the Archer deposit, over 91 holes, including the following significant intercepts:

• (i) 16m @ 1.4% Li2O from 37m (MBRC0077)

• (ii) 14m @ 1.5% Li2O from 64m (MBRC0114)

• (iii) 19m @ 1.2% Li2O from 22m (MBRC0041) (iv) 15m @ 1.3% Li2O from 30m (MBRC0035)

For a list of all results from the Company’s drill programs at the MBLP please see Appendix B of the ITAR.

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==> picture [384 x 456] intentionally omitted <==

Figure 6: Drill Hole Plot of Marble Bar Lithium Project

==> picture [387 x 166] intentionally omitted <==

Figure 7: Archer Deposit - Cross-section 7667120mN

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Archer Deposit Mineral Resource

In June 2020, the Company declared a maiden inferred Mineral Resource for Archer, as shown in the following table:

Table 1: Mineral Resource Estimate for the Archer lithium project (>0.6% Li2O)

Mineral Resource	Material	Li2O (%)	SnO2(ppm)	Ta2O5(ppm)
Category	(Mt)
Inferred	10.5	1.0	49	53
Total	10.5	1.0	49	53

Notes:

1. Mineral Resources are reported at a cut-off grade of 0.6% Li2O

The drillhole database for the Mineral Resource of the Archer deposit comprises 12,758m of RC drilling over 112 drill holes and 5,328 assays. Exploration to date has identified that the Archer Deposit includes a number of mineralised pegmatite bodies that are north-south striking and dipping to the east.

In light of these findings, the Company has identified that there is significant potential to continue to extend and expand the Archer deposit through further infill and extensional drilling.

A summary of the key information in relation to the MBLP and the Company’s proposed exploration strategy is set out in Section 5.3 below. In addition, more detailed information about the background, geology and expenditure plan for the MBLP is set out in the Independent Technical Assessment Report prepared by Optiro Pty Ltd included in Annexure A of this Prospectus. Further information about the tenements and the regulations relating to the tenements is set out in the Solicitor’s Report on Tenements included in Annexure B of this Prospectus.

5.3 Business model

The primary purpose of the Company is to become a leading lithium company in an environmentally, socially and governance orientated manner for the benefit of Shareholders.

In order to achieve this, the Company will undertake the exploration programs outlined in this Prospectus, based on the proposed exploration program and use of funds set out in Sections 5.4 and 5.5 with the focus being to extend and expand the Archer Mineral Resource, as well as potentially achieve exploration success and discovery of additional Mineral Resources that may be able to be economically developed.

In addition to its exploration activities, the Company will consider acquisition opportunities or further tenement applications where the Company considers that such opportunities are a strategic fit to its operations.

MBLP Exploration Strategy

The Company’s exploration strategy is to focus on rapidly expanding the known Mineral Resources of the MBLP.

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Specifically, the Company will:

• (a) continue exploration of the Archer deposit to test for extensions to the known mineralisation, including additional low-impact exploration and drilling activities;

• (b) undertake further drilling campaigns (comprising both RC and diamond drilling) to infill the existing drilled portions of the deposit to seek to upgrade the current JORC 2012 Mineral Resource to higher categories of confidence;

• (c) undertake exploration activities outside areas of known mineralisation, including additional drilling, on additional identified lithium, gold and base metals targets within the MBLP, and if exploration is successful follow up on those targets; and

• (d) provide an exploration assessment for future programs.

In relation to paragraph (c) above, it is noted that exploration outside of Archer has been limited to date. Much of the Project area is covered by a thin layer of sediment, particularly in the Brockman Zone in the east of the Project area. Exploration results to date suggest the pegmatite field could be much bigger than the current resource envelope. Global Lithium has identified outcropping pegmatites over 2km in distance from the current Mineral Resource area. The Brockman Zone is also highly prospective but is largely untested.

Overlaying geochemical, aeromagnetic and geophysical images and the limited mapping done to date supports the potential for discoveries outside the areas of known mineralisation.

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==> picture [422 x 577] intentionally omitted <==

Figure 8: Current area identified by the Company as being prospective for LCT pegmatites

5.4 Proposed exploration program and expenditure

Immediately following listing, the Company’s core exploration focus will be on further exploring the Archer deposit to seek to extend the known area of mineralisation and to undertake infill drilling activities to seek to upgrade the category of Mineral Resources of the deposit, followed by first-pass exploration and drilling on the broader prospective area (subject to receipt of the necessary approvals).

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A summary of the proposed exploration program for the first two years post listing is summarised in the table below:

	$9M Raising	$10m Raising
Activity	Year 1 Year 2 TOTAL	Year 1 Year 2 TOTAL
Targeting and approvals Diamond drilling Mineral Resource RC drilling Exploration RC Drilling Project Support Project Studies Owners costs Contingency Total Exploration	240,000 165,000 405,000 295,000 0 295,000 750,000 750,000 1,500,000 1,125,000 750,000 1,875,000 100,000 125,000 225,000 40,000 225,000 265,000 500,000 500,000 1,000,000 217,000 218,000 435,000 3,267,000 2,733,000 6,000,000	255,000 180,000 435,000 295,000 0 295,000 875,000 1,000,000 1,875,000 1,375,000 1,000,000 2,375,000 100,000 140,000 240,000 40,000 240,000 280,000 500,000 500,000 1,000,000 220,000 220,000 440,000 3,660,000 3,280,000 6,940,000

5.5 Use of funds

Over the first two years post admission to the Official List of ASX the Company intends to apply funds raised from the Public Offer, together with existing cash reserves, as follows:

Activity	$9M Raising	$10M Raising
	$ %	$ %
Funds Available Existing Cash1 Funds raised from the Offer Total Use of Funds Exploration and Technical Studies2 Administration3 Working Capital4 Costs of the **Offer5 **	806,000 8% 9,000,000 92% 9,806,000 100% 6,000,000 61% 2,116,000 22% 794,000 8% 896,000 9%	806,000 7% 10,000,000 93% 10,806,000 100% 6,940,000 64% 2,116,000 20% 794,000 7% 956,000 9%
Total	9,806,000 100%	10,806,000 100%

Notes:

1. Refer to the Financial Information set out in Section 6 for further details. The Company intends to apply these funds towards the purposes set out in this table, including the payment of the expenses of the Public Offer of which various amounts will be payable prior

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to completion of the Public Offer. Since 31 December 2020, the Company has expended approximately $129,163 in preparing the Prospectus.

1. Refer to Section 5.4 and the Independent Technical Assessment Report in Annexure A for further details with respect to the Company’s proposed exploration programs at the Project.

2. 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.

3. To the extent that:

4. (a) the Company’s exploration activities warrant further exploration activities; or

5. (b) the Company is presented with additional acquisition opportunities,

the Company’s working capital will fund such further exploration and acquisition costs (including due diligence investigations and expert’s fees in relation to such acquisitions). Any amounts not so expended will be applied toward administration costs for the period following the initial 2-year period following the Company’s quotation on ASX.

1. Refer to Section 10.9 for further details.

It is anticipated that the funds raised under the Public Offer will enable at least two years of full operations (if the Minimum Subscription is raised). It should be noted that the Company may not be fully self-funding through its own operational cash flow at the end of this period. Accordingly, the Company may require additional capital beyond this point, which will likely involve the use of additional debt or equity funding. Future capital needs will also depend on the success or failure of the Project. The use of further debt or equity funding will be considered by the Board where it is appropriate to fund additional exploration on the Project or to capitalise on acquisition opportunities in the resources sector.

In the event the Company raises more than the Minimum Subscription of $9,000,000 under the Public Offer but less than the Maximum Subscription of $10,000,000, the additional funds raised will be first applied towards the expenses of the Public Offer and then proportionally to the other line items in the above table.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

The directors consider that following completion of the Public Offer, the Company will have sufficient working capital to carry out its stated objectives. It should however be noted that an investment in the Company is speculative and investors are encouraged to read the risk factors outlined in Section 7.

5.6 Capital structure

The capital structure of the Company following completion of the Public Offer (assuming both Minimum Subscription and Maximum Subscription under the Public Offer) is summarised below:

Shares[1 ]

	Minimum Subscription	Maximum Subscription
Shares currently on issue1,2	81,408,339	81,408,339

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	Minimum Subscription	Maximum Subscription
Shares to be issued pursuant to the Public Offer3	45,000,000	50,000,000
Shares to be issued to Great Sandy Pty Ltd4	400,000	400,000
Total Shares on completion of the Public Offer	126,808,339	131,808,339

Notes:

1. The rights attaching to the Shares are summarised in Section 10.2.

2. Comprising:

3. (a) 100 Shares issued at incorporation on 11 May 2018;

4. (b) 53,949,900 Shares issued to seed capitalists on 6 June 2019;

5. (c) 17,983,339 Shares issued to seed capitalists on 30 January 2020;

6. (d) 4,300,000 Shares issued to seed capitalists on 5 May 2020; and

7. (e) 5,175,000 Shares issued to related parties, promoters and seed capitalists on 30 September 2020.

8. A minimum of 45,000,000 and up to 50,000,000 Shares to be issued at an issue price of $0.20 per share to raise a minimum of $9,000,000 and up to $10,000,000 under the Offer.

9. Refer to Section 9.1.3 for further details.

Options

	Minimum Subscription	Maximum Subscription
Options currently on issue	Nil	Nil
Options to be issued pursuant to the Public Offer	Nil	Nil
Options to be issued to Lead Manager1	4,599,267	4,780,614
Total Options on completion of the Public Offer	4,599,267	4,780,614

Notes:

1. Calculated as that number of Options equal to 3.5% of Shares on issue (post-completion of the Public Offer and diluted for the exercise of the Options). Refer to Section 10.3 for a summary of the terms and conditions of the Options.

Performance Rights

	Minimum Subscription	Maximum Subscription
Performance Rights currently on issue	Nil	Nil
Performance Rights proposed to be issued to the directors1	5,000,000	5,000,000
Performance Rights to be issued to pursuant to the Public Offer	Nil	Nil
Total Performance Rights on issue after completion of the Public Offer	5,000,000	5,000,000

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Notes:

1. Refer to Section 10.4 for a summary of the terms and conditions of the Performance Rights.

5.7 Substantial Shareholders

Those Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Public Offer are set out in the respective tables below.

As at the date of the Prospectus

Shareholder	Shares	Options	Performance Rights	Percentage (%) (undiluted)	Percentage (%) (fully diluted)
Yongfang Guo	16,000,000	Nil	Nil	19.7%	19.7%
Goldenstar Energy Pty Ltd	14,475,002	Nil	Nil	17.8%	17.8%
Dianmin Chen	9,116,6671	Nil	Nil	11.2%	11.2%

*Refer to bottom of Section 5.7 for notes.

On completion of the issue of Shares under the Public Offer with Minimum Subscription (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Public Offer and assuming 400,000 Shares are issued to Great Sandy Pty Ltd)

Shareholder	Shares	Options	Performance Rights	Percentage (%) (undiluted)	Percentage (%) (fully diluted)
Yongfang Guo	16,000,000	Nil	Nil	12.6%	11.7%
Goldenstar Energy Pty Ltd	14,475,002	Nil	Nil	11.4%	10.6%
Dianmin Chen	9,116,6671	Nil	1,000,000	7.2%	7.4%2

*Refer to bottom of Section 5.7 for notes.

On completion of the issue of Shares under the Public Offer with Maximum Subscription (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Public Offer and assuming 400,000 Shares are issued to Great Sandy Pty Ltd)

	Shareholder	Shares	Options	Performance Rights	Percentage (%) (undiluted)	Percentage (%) (fully diluted)
	Yongfang Guo	16,000,000	Nil	Nil	12.1%	11.3%
	Goldenstar Energy Pty Ltd	14,475,002	Nil	Nil	11.0%	10.2%

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Dianmin Chen 9,116,667[1] Nil 1,000,000 6.9%

7.1%[2 ]

Notes to tables:

1. Comprising 5,200,000 Shares held directly by Dr Chen, 1,250,000 Shares held indirectly through Chen DM Pty Ltd (of which Dr Chen is a controlling shareholder and director), and 2,666,667 Shares held indirectly through Drock International Pty Ltd (of which Dr Chen is a sole shareholder and sole director).

2. This assumes Dr Chen’s Performance Rights are converted into Shares. Further information in respect of these Performance Rights can be found in Section 10.4.

The Company will announce to the ASX details of its top-20 Shareholders following completion of the Public Offer prior to the Shares commencing trading on ASX.

5.8 Restricted Securities

Subject to the Company being admitted to the Official List and completing the Public Offer, certain Securities will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these Securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.

While the ASX has not yet confirmed the final escrow position applicable to the Company’s Shareholders, the Company anticipates that the following Securities will be subject to mandatory escrow in accordance with the ASX Listing Rules:

• (a) 42,432,443 Shares for up to 24 months from the date of quotation;

• (b) 400,000 Shares for up to 12 months from the date of quotation;

• (c) 2,150,000 Shares until 5 May 2021. These Shares are also subject to additional escrow for a period of 12 months from the date of the Company’s admission to the Official List;

• (d) all Broker Options issued to the Lead Manager (being up to 4,780,614 Options) for up to 24 months from the date of quotation (and any Shares issued upon the exercise of the Broker Options); and

• (e) all Performance Rights issued to the directors (being 5,000,000 Performance Rights) for up to 24 months from the date of quotation (and any Shares issued upon the exercise of the Performance Rights).

The number of Securities that are subject to ASX imposed escrow are at ASX’s discretion in accordance with the ASX Listing Rules and underlying policy. The above is a good faith estimate of the Securities that are expected to be subject to ASX imposed escrow.

In addition, the Company has entered into escrow agreements with a number of existing unrelated Shareholders pursuant to which an additional 16,497,295 Shares are subject to escrow for 12 months from the date of the Company’s admission to the Official List. The purpose of this escrow is to promote an orderly market for the Company’s Shares following the Company’s admission to the Official List.

Under both the mandatory and non-mandatory escrow arrangements, the holding lock on the securities may be removed to enable the holder to accept an offer under a takeover bid where holders of at least half of the securities in the bid class that are not escrowed have accepted the offer, or to enable the transfer

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or cancellation of the securities as part of a merger by way of scheme of arrangement.

The Company will announce to the ASX full details (quantity and duration) of the Shares held in escrow prior to the Shares commencing trading on ASX (which admission is subject to ASX’s discretion and approval).

5.9

Additional Information

Prospective investors are referred to and encouraged to read in its entirety both the:

• (a) the Independent Technical Assessment Report in Annexure A for further details about the geology, location and mineral potential of the Company’s Project; and

• (b) the Solicitor’s Report on Tenements in Annexure B for further details in respect to the Company’s interests in the Tenements.

5.10 Dividend policy

The Company anticipates that significant expenditure will be incurred in the evaluation and development of the Marble Bar Lithium Project. These activities, together with the possible acquisition of interests in other projects, are expected to dominate at least, the first two-year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.

Any future determination as to the payment of dividends by the Company will be at the discretion of the directors and will depend on the availability of distributable earnings and the operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

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6. FINANCIAL INFORMATION

6.1 Introduction

Global Lithium Resources Limited is an Australian unlisted public company incorporated on 11 May 2018.

The financial information in this section consists of:

• (a) the historical financial information, which comprises the:

• (i) audited historical statements of financial position as at 30 June 2019, 30 June 2020 and 31 December 2020;

• (ii) audited historical statements of profit or loss and other comprehensive income for the financial period from 11 May 2018 to 30 June 2019, the financial year ended 30 June 2020, and for the half-year ended 31 December 2020; and

• (iii) audited historical statements of cashflows for the financial years ended 30 June 2019 and 30 June 2020, and for the half-year ended 31 December 2020,

together referred to as the Historical Financial Information ; and

• (b) the reviewed pro-forma historical financial information, which comprises the pro-forma historical statement of financial position as at 31 December 2020 (the Pro-forma Historical Financial Information ).

The Historical Financial Information and the Pro-forma Historical Financial Information is collectively referred to as the Financial Information .

The Financial Information presented in this Section 6 should be read in conjunction with the risk factors set out in Section 7 and other information contained within this Prospectus.

The Financial Information has been prepared by the Company in connection with the Public Offer. The Financial Information as defined above has been reviewed by PKF Perth in accordance with the Australian Standard on Assurance Engagements ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information as stated in its Investigating Accountant’s Report set out in Annexure C. Investors should note the scope and limitations of the Investigating Accountant’s Report.

The directors of the Company are responsible for the inclusion of all Financial Information in the Prospectus. PKF Perth has prepared an Investigating Accountant’s Report in respect of the Historical and Pro-forma Financial Information.

6.2 Basis of preparation

The Historical Financial Information and Pro-forma Historical Financial Information has been prepared for illustrative purposes and has been prepared in accordance with the measurement and recognition criteria of Australian Accounting Standards, adopted by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001.

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The Pro-forma Historical Financial Information is presented in an abbreviated form insofar as it does not include all the disclosures, statements, comparative information and notes required in an annual financial report prepared in accordance with Australian Accounting Standards and the Corporations Act 2001.

The Pro-forma Historical Financial Information of the Company provided in this section comprises a Pro-forma consolidated statement of financial position as at 31 December 2020 which is based upon:

• (a) the Company’s audited statement of financial position as at 31 December 2020; and

• (b) relevant proforma adjustments required to present the Company’s financial position as if those proforma adjustments occurred on 31 December 2020.

The information in this section is presented on a proforma basis only, and as a result it is likely that this information will differ from the actual financial information for the Company as at completion of the ASX listing.

6.3 Preparation of Pro-forma Historical Statement of Financial Position

The Pro-forma Historical Statement of Financial Position of the Company as at 31 December 2020 is presented to provide Shareholders with an indication of the Company’s financial position as if the proforma adjustments appearing below had been implemented as at 31 December 2020. The proforma adjustments are:

• (a) the issue by the Company pursuant to the Public Offer of 45,000,000 Shares issued at a price of $0.20 each, raising $9,000,000, and a further 5,000,000 Shares at a price of $0.20 cents each, raising an additional $1,000,000, before additional costs;

• (b) the estimated costs associated with the Public Offer, estimated to be $896,000 ($9,000,000 raising) or $956,000 ($10,000,000 raising), have been deducted from equity as these costs are directly attributable to the Public Offer;

• (c) the proposed issue of Broker Options to Argonaut as part of Argonaut’s fees for the Public Offer. Argonaut will be entitled to subscribe for such number of Broker Options that if exercised into ordinary shares would be equal to 3.5% of the total number of Shares on issue in the Company, on a pro-forma basis having regard to the number of Shares to be issued under the Public Offer. The number of Broker Options issued will be 4,599,267 Options based on a $9,000,000 raising or 4,780,614 Options based on a $10,000,000 raising. The Broker Options have been valued using the Hoadley Trading & Investment Tools ESO2 valuation model using the following assumptions:

Expected volatility	100%
Risk free interest rate(%)	0.41%
Expected life of Options	4years
Exerciseprice	$0.30
Grant date Shareprice(assumed IPOprice)	$0.20
EarlyExercise Multiple	2.5 times

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The resultant value of $459,927 ($9,000,000 raising) and $478,061 ($10,000,000 raising) has been recorded as a cost of the Public Offer and has been applied against the share capital to be raised by the Public Offer;

(d) the Company proposes to issue 5,000,000 Performance Rights to directors of the Company under three tranches. Two thirds of the Performance Rights (3,333,333 rights) have non-market based vesting criteria and have been valued at $0.20 each, based on the issue price of the Public Offer, with a total value of $666,666.

The vesting condition attached to the remaining third tranche of 1,666,667 Performance Rights meets the definition of a market condition, as the vesting of these rights is dependent on the future market price of the Company’s ordinary shares. This tranche of Performance Rights has been valued at $280,500 using the Hoadley Barrier valuation model with the following assumptions:

Expected volatility	100%
Risk free interest rate (%)	0.10%
Expected life of performance rights	2 years
Barrier price	$0.40
Grant date share price (assumed IPO price)	$0.20

The Company will be required to record the value of these Performance Rights in its accounting records over the vesting period, however, in relation to the non-market based vesting conditions, this will only commence when the directors believe it is probable that any of the performance milestones will be achieved. At the date of this report, the directors cannot resolve with any certainty whether it would be considered probable that any of the performance milestones will be achieved. As a result, any value of these Performance Rights has not been factored into the pro-forma adjustment.

In relation to the market vesting conditions, these will be pro-rata over the vesting period, however the commencement of the vesting period has not commenced at 31 December 2020, and therefore no value has been included within the pro-forma adjustments; and

(e) the issue by the Company of such number of Shares as have a value (issued at the Public Offer issue price of $0.20) equal to $80,000, and a cash payment of $7,000, together comprising consideration to obtain Mining Information and Surrender Information under the Surrender Information Agreement the Company entered into on 6 October 2020 in relation to tenement E45/4721.

6.4 Historical Financial Information

Historical Statements of Profit or Loss and Other Comprehensive Income

The table below sets out the Historical Statement of Profit or Loss and Other Comprehensive Income for the financial periods ended 30 June 2019, 30 June 2020 and 31 December 2020.

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	Historical 11 May 2018 - 30 June 2019 Audited $	Historical 12 months to 30 June 2020 Audited $	Historical 6 months to 31 Dec 2020 Audited $
Income	18,265	9,719	-
Share based payments	-	-	(517,448)
Option fee not exercised	(10,000)	-	-
Other expenses	(18,084)	(16,402)	(14,941)
Loss before income tax	(9,819)	(6,683)	(532,389)
Income tax	-	-	-
Loss after income tax	(9,819)	(6,683)	(532,389)
Other comprehensive income	-	-	-
Total other comprehensive loss	(9,819)	(6,683)	(532,389)

This statement should be read in conjunction with the notes to the Financial Information.

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Historical Statements of Financial Position

The table below sets out the Historical Statement of Financial Position as at 30 June 2019, 30 June 2020 and 31 December 2020.

	Historical 30 June 2019 Audited $	Historical 30 June 2020 Audited $	Historical 31 Dec 2020 Audited $
ASSETS
Current Assets
Cash & cash equivalents	1,768,259	744,412	811,155
Other assets	3,554	130,186	5,376
Total current assets	1,771,813	874,598	816,531
Non-current assets
Exploration and evaluation	1,243,769	3,198,802	3,304,828
Total non-current assets	1,243,769	3,198,802	3,304,828
TOTAL ASSETS	3,015,582	4,073,400	4,121,359
LIABILITIES
Current liabilities
Trade and other payables	113,401	24,152	87,000
Tenement acquisition costs	625,000	-	-
Total current liabilities	738,401	24,152	87,000
TOTAL LIABILITIES	738,401	24,152	87,000
NET ASSETS	2,277,181	4,049,248	4,034,359
EQUITY
Issued capital	2,287,000	4,065,750	4,583,250
Accumulated losses	(9,819)	(16,502)	(548,891)
TOTAL EQUITY	2,277,181	4,049,248	4,034,359

This statement should be read in conjunction with the notes to the Financial Information.

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Historical Statements of Cash Flows

The table below sets out the Historical Statement of Cash flows for the financial periods ended 30 June 2019, 30 June 2020 and 31 December 2020.

	Historical 11 May 2018 - 30 June 2019 Audited $	Historical 12 months to 30 June 2020 Audited $	Historical 6 months to 31 Dec 2020 Audited $
CASH FLOW FROM OPERATING ACTIVITIES
Payments to suppliers and employees	(537,006)	(2,812,316)	66,691
Interest received	-	9,719	-
Net cash used in operating activities	(537,006)	(2,802,597)	66,691
CASH FLOW FROM FINANCING ACTIVITIES
Net loans to other entities	18,285	-	-
Net cash from financing activities	18,285	-	-
CASH FLOW FROM CAPITAL RAISING	2,287,000	1,778,750	52
Net cash from equity raising	2,287,000	1,778,750	52
Net increase/(decrease) in cash and cash equivalents	1,768,259	(1,023,847)	66,743
Cash and cash equivalents at the beginning of the reporting period	-	1,768,259	744,412
Cash and cash equivalents at the end of the reporting period	1,768,259	744,412	811,155

This statement should be read in conjunction with the notes to the Financial Information.

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6.5 Historical and Pro-forma Historical Statement of Financial Position

The table below sets out the Historical Statement of Financial Position as at 31 December 2020 and the Pro-forma Historical Statement of Financial Position for the Company as at 31 December 2020. The statement should be read in conjunction with the notes to the Financial Information.

	Note	Historical 31 Dec 2020 Audited	Pro-forma 31 Dec 2020 $9M raising Unaudited	Pro-forma 31 Dec 2020 $10M raising Unaudited
ASSETS
Current Assets
Cash & cash equivalents	2	811,155	8,908,155	9,848,155
Other assets		5,376	5,376	5,376
Total current assets		816,531	8,913,531	9,853,531
Non-current assets
Exploration and evaluation	3	3,304,828	3,304,828	3,304,828
Total non-current assets		3,304,828	3,304,828	3,304,828
TOTAL ASSETS		4,121,359	12,218,359	13,158,359
LIABILITIES
Current liabilities
Trade and other payables	4	87,000	-	-
Total current liabilities		87,000	-	-
TOTAL LIABILITIES		87,000	-	-
NET ASSETS		4,034,359	12,218,359	13,158,359
EQUITY
Issued capital	5	4,583,250	12,307,323	13,229,189
Reserves	6	-	459,927	478,061
Accumulated losses		(548,891)	(548,891)	(548,891)
TOTAL EQUITY		4,034,359	12,218,359	13,158,359

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6.6 Notes to the Historical and Pro-forma Historical Statement of Financial Position

Note 1. Significant accounting policies

The significant accounting policies adopted in the preparation of the Historical Financial Information and the Pro-forma Historical Statement of Financial Position are set out below. These policies have been consistently applied to all periods presented unless otherwise stated.

(a) Basis of preparation

The Financial Information has been prepared in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and Interpretations issued by the Australian Accounting Standards Board, as appropriate for for-profit oriented entities. The financial information has been prepared using the accrual basis of accounting, including the historical cost convention.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies.

Exploration and evaluation costs

Exploration and evaluation costs have been capitalised on the basis that the entity will commence commercial production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral resources. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made.

(b) Revenue recognition

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

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Notes to the Historical and Pro-forma Historical Statement of Financial Position

Note 1. Significant accounting policies (continued)

(c) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement of financial position.

(d) Exploration and evaluation assets

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made.

(e) Impairment of non-financial assets

Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

• (f) Trade and other payables

These amounts represent liabilities for goods and services provided to the company prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

(g) Issued capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

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Notes to the Historical and Pro-forma Historical Statement of Financial Position

Note 1. Significant accounting policies (continued)

(h) Goods and Services Tax ('GST') and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are reported on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

(i) Share based payments

Equity settled transactions are awards of shares, or performance rights and options over shares that are provided in exchange for the rendering of services. The cost of equity-settled transactions are measured at fair value at grant date. Fair value is determined using an appropriate pricing model that takes into account any exercise price, term of the convertible security, share price at grant date, expected volatility of the underlying share price, risk free rate of return for the term of the security. The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit and loss is calculated on the grant date fair value, the best estimate of the number of options or performance rights that are likely to vest and the expired portion of the vesting period.

Note 2. Cash and cash equivalents

	Historical 31 Dec 2020 Audited	Pro-forma 31 Dec 2020 $9M raising Unaudited	Pro-forma 31 Dec 2020 $10M raising Unaudited
Audited balance at 31.12.2020	811,155	811,155	811,155
Pro-forma adjustments
Proceeds from the Public Offer	-	9,000,000	10,000,000
Transaction costs of the Public Offer		(896,000)	(956,000)
Payment under the Surrender Agreement	-	(7,000)	(7,000)
Pro-forma balance	811,155	8,908,155	9,848,155

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Notes to the Historical and Pro-forma Historical Statement of Financial Position

Note 3. Exploration and evaluation

	Historical 31 Dec 2020 Audited	Pro-forma 31 Dec 2020 $9M raising Unaudited	Pro-forma 31 Dec 2020 $10M raising Unaudited
Audited balance at 31.12.2020	3,304,828	3,304,828	3,304,828

Note 4. Trade and other payables

	Historical 31 Dec 2020 Audited	Pro-forma 31 Dec 2020 $9M raising Unaudited	Pro-forma 31 Dec 2020 $10M raising Unaudited
Audited balance at 31.12.2020	87,000	87,000	87,000
Pro-forma adjustments
Reverse accrual paid by cash	-	(7,000)	(7,000)
Reverse accrual paid by equity	-	(80,000)	(80,000)
Pro-forma balance	87,000	-	-

Note 5. Issued capital

	Historical 31 Dec 2020 Audited	Pro-forma 31 Dec 2020 $9M raising Unaudited	Pro-forma 31 Dec 2020 $10M raising Unaudited
Audited balance at 31.12.2020	4,583,250	4,583,250	4,583,250
Pro-forma adjustments
Proceeds from the Public Offer	-	9,000,000	10,000,000
Issue of shares under the Surrender Agreement	-	80,000	80,000
Transaction costs of the Public Offer	-	(896,000)	(956,000)
Fair value of lead manager options recognised as a share issue cost	-	(459,927)	(478,061)
Pro-forma balance	4,583,250	12,307,323	13,229,189

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Notes to the Historical and Pro-forma Historical Statement of Financial Position

Note 5. Issued capital (continued)

Reconciliation of movement in number of Shares

	Number of Shares	Number of Shares	Number of Shares d
Number of shares at 31.12.2020	81,408,339	81,408,339	81,408,339
Pro-forma adjustments
Shares issued pursuant to the Public Offer	-	45,000,000	50,000,000
Shares issued under the Surrender Agreement	-	400,000	400,000
Pro-forma balance	81,408,339	126,808,339	131,808,339

Note 6. Reserves

	Historical 31 Dec 2020 Audited	Pro-forma 31 Dec 2020 $9M raising Unaudited	Pro-forma 31 Dec 2020 $10M raising Unaudited
Audited balance at 31.12.2020	-	-	-
Pro-forma adjustments
Fair value of Lead Manager Options recognised as a share issue cost	-	459,927	478,061
Pro-forma balance	-	459,927	478,061

Reconciliation of movement in number of Options

	Number of Options	Number of Options $9M raising	Number of Options $10M raising
Number of options at 31.12.2020	-	-	-
Pro-forma adjustments
Issue of unlisted lead manager options	-	4,599,267	4,780,614
Pro-forma balance	-	4,599,267	4,780,614

Refer to 6.3(c) for details in relation to the valuation of these Options.

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Notes to the Historical and Pro-forma Historical Statement of Financial Position

Note 6. Reserves (continued)

Reconciliation of movement in number of Performance Rights

	Number of Performance Rights	Number of Performance Rights	Number of Performance Rights
Number of rights at 31.12.2020	-	-	-
Pro-forma adjustments
Issue of performance rights to directors	-	5,000,000	5,000,000
Pro-forma balance	-	5,000,000	5,000,000

Refer to 6.3(d) for details in relation to the valuation of these Performance Rights.

Note 7. Commitments

Under the terms of the Granted Exploration Licences held by the Company, the Company has commitments to spend $137,974 on these tenements.

There are no other commitments.

Note 8. Contingent assets and liabilities

Contingent Tenement Acquisition costs - $1,125,000

Contingent deferred Tenement acquisition costs payable to BCI Exploration Pty Ltd consists of the following:

• (a) $625,000 payable at the earlier of the date that is 5 business after the date that a pre-feasibility study is completed and the date that a decision to mine is made in relation to the Granted Exploration Licences; and

• (b) $500,000 payable on the date that is 5 business days after the first date of a sale of any minerals extracted from the Granted Exploration Licence.

Note 9. Subsequent events

Effective from 1 February 2021, directors Edward Rigg and Minyan Wang have resigned as directors of the Company, and Jamie Wright and Warrick Hazeldine have been appointed.

The Company has agreed to issue (and obtained Shareholder approval to issue) a total of 5,000,000 Performance Rights to Jamie Wright (Managing Director) Warrick Hazeldine (Non-Executive Chairman) and Dr Dianmin Chen (NonExecutive Director) at the price of $0.0001 that vest:

• (a) one third, but proportional between the upper and lower range, on the Company achieving a JORC compliant Inferred, Indicated or Measured Mineral Resource of 15-25Mt at a grade of greater than or equal to 1.0% Li2O by December 2022,

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• (b) one third, but proportional between the upper and lower range, on the Company achieving a JORC compliant Inferred, Indicated or Measured Mineral Resource of 30-50Mt at a grade of greater than or equal to 1.0% Li2O JORC compliant resource by December 2023; and

• (c) one third on the Company achieving 30-day VWAP Share price doubled from listing price, should the Shares be listed, by 31 December 2023 or earlier.

On 9 March 2021, approval was granted by the Australian Securities and Investments Commission to change the company type from a proprietary company limited by shares to a public company limited by shares.

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7. RISK FACTORS

7.1 Introduction

The Shares offered under this Prospectus should be considered as highly speculative and an investment in the Company is not risk free.

The future performance of the Company and the value of the Shares may be influenced by a range of factors, many of which are largely beyond the control of the Company and the directors. The key risks that have a direct influence on the Company, its projects and activities are set out in Part D of the Investment Overview in Section 3. Those key risks as well as other risks associated with the Company’s business, the industry in which it operates and general risks applicable to all investments in listed securities and financial markets generally are described below.

The risks factors set out in this Section 7, or other risk factors not specifically referred to, may have a materially adverse impact on the performance of the Company and the value of the Shares. This Section 7 is not intended to provide an exhaustive list of the risk factors to which the Company is exposed.

The directors strongly recommend that prospective investors consider the risk factors set out in this Section 7, together with all other information contained in this Prospectus.

Before determining whether to invest in the Company you should ensure that you have a sufficient understanding of the risks described in this Section 7 and all of the other information set out in this Prospectus and consider whether an investment in the Company is suitable for you, taking into account your objectives, financial situation and needs.

If you do not understand any matters contained in this Prospectus or have any queries about whether to invest in the Company, you should consult your accountant, financial adviser, stockbroker, lawyer or other professional adviser.

7.2 Company specific risks

Risk Category

Risk

Exploration and development

The Tenements comprising the MBLP are at various stages of exploration, and potential investors should understand that mineral exploration and development is a speculative and high-risk undertaking that may be impeded by circumstances and factors beyond the control of the Company. Success in this process involves, amongst other things: (a) discovery and proving up, or acquiring, an economically recoverable resource or reserve; (b) access to adequate capital throughout the exploration, discovery and development phases; (c) securing and maintaining title to mineral exploration projects; (d) obtaining requisite approvals necessary for the exploration, development and production phases; and (e) accessing the necessary experienced operational staff, the applicable financial management and

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Risk Category	Risk
	recruiting skilled contractors, consultants and employees. There can be no assurance that future exploration of these Tenements, or any other exploration properties that may be acquired in the future, will result in the discovery of an economic mineral resource. Even if an apparently viable mineral resource is identified, there is no guarantee that it can be economically exploited. The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns or adverse weather conditions, unanticipated operational and technical difficulties, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts, plant, equipment and staff, native title process, changing government regulations and many other factors beyond the control of the Company. The success of the Company will also depend upon the Company being able to maintain title to the Tenements comprising the MBLP and obtaining all required approvals for their contemplated activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the MBLP, a reduction in the cash reserves of the Company and possible relinquishment of one or more of the exploration licences comprising the MBLP.
Limited history	Exploration has previously been conducted on the area of land the subject of the Tenements, however, no assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its Tenements. Until the Company is able to realise value from the MBLP, it is likely to incur ongoing operating losses.
Tenure, access and grant of applications	Applications The Tenements are at various stages of application and grant, specifically Tenements E45/5812 and E45/5843, which form part of the MBLP, are still under application. There can be no assurance that the tenement applications that are currently pending will be granted. There can be no assurance that when the tenements subject to applications are granted, that they will be granted in their entirety. The Company is unaware of any circumstances that would prevent the tenement application from being granted, however the consequence of being denied the applications for reasons beyond the control of the Company could be significant specifically for the MBLP. The Company’s exploration activities proposed after listing on ASX and the use of funds set out in Sections 5.4 and 5.5 of this Prospectus are all on granted Tenements. Refer to the Solicitor’s Report on Tenements in Annexure B for further information on the Company’s tenement applications.

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Risk Category	Risk
	Renewal 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 conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company. 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 for by the Company. However, the consequence of forfeiture or involuntary surrender of a granted tenement for reasons beyond the control of the Company could be significant. Access A number of the Tenements overlap certain third party interests that may limit the Company’s ability to conduct exploration and mining activities, including Class C Crown Reserves and pastoral leases. Tenement holders are limited as to what activities may be undertaken on Class C reserved land, requiring the written consent of the Minister for Mines and Petroleum. The_Mining Act 1978 (WA)_(Mining Act) also imposes prohibitions on prospecting, exploration and mining activities and restrictions on access to certain parts of mining tenements that overlap pastoral leases without the prior agreement of the pastoral lessee which commonly involves the tenement holder paying compensation to the pastoral lessee. Please refer to the Solicitor’s Report on Tenements in Annexure B for further details.
Conditions to Tenements	Interests in tenements in Western Australia are governed by legislation and are evidenced by the granting of leases and licences by the State. The Company is subject to the Mining Act and the Company has an obligation to meet the conditions that apply to the Tenements, including the payment of rent and meeting the prescribed annual expenditure commitments. 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 conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

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Risk Category	Risk
	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 for by the Company. However, the consequence of forfeiture or involuntary surrender of a granted tenement for reasons beyond the control of the Company could be significant.
Native title and Aboriginal Heritage	In relation to tenements which the Company 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 the Company 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. There is currently one registered and determined native title claim over the Company’s Tenements. The Company has entered into two heritage agreements with the native title party which imposes obligations on the Company in relation to the Tenements, including requirements to seek the consent of the native title party and undertake a heritage survey prior to conducting certain exploration activities. Whilst there are currently no Aboriginal heritage sites of significance which have been registered with the Department of Indigenous Affairs, there may be Aboriginal heritage sites within the Tenements which have not yet been identified or registered. The existence of any Aboriginal heritage sites within the Tenements may lead to restrictions on the areas that the Company will be able to explore and mine. The directors will closely monitor the potential effect of native title claims or Aboriginal heritage matters involving tenements in which the Company has or may have an interest. Please refer to the Solicitor’s Report on Tenements in Annexure B of this Prospectus for further details.
Reliance on key personnel	The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment. The Company’s future depends, in part, on its ability to attract and retain key personnel. It may not be able to hire and retain such personnel at compensation levels consistent with its existing compensation and salary structure. Its future also depends on the continued contributions of its executive management team and other key management and technical personnel, the loss of whose services would be difficult to replace. In addition, the inability to continue to attract appropriately qualified personnel could have a material adverse effect on the Company’s business.

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Risk Category	Risk
COVID-19 risk	The outbreak of the coronavirus disease (COVID-19) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains unknown. The Company’s Share price may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the Company’s operations and are likely to be beyond the control of the Company. The effects of COVID-19 on the Company's Share price and global financial markets generally may also affect the Company's ability to raise equity or debt or require the Company to issue capital at a discount, which may in turn cause dilution to Shareholders. The COVID-19 pandemic may also give rise to issues, delays or restrictions in relation to land access and the Company's ability to freely move people and equipment to and from exploration projects and may cause delays or cost increases. The directors are monitoring the situation closely and have considered the impact of COVID- 19 on the Company’s business and financial performance. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain.
Environmental	The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations. The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive. Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

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7.3 Industry specific risks

Risk Category	Risk
Exploration costs	The exploration costs of the Company as summarised in Section 5.4 are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainty, and accordingly, the actual costs may materially differ from the estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely impact the Company’s viability.
Mineral Resource and reserves and exploration targets	The Company has reported a Mineral Resource at the Archer deposit as well as having identified a number of exploration targets based on geological interpretations and limited geophysical data, geochemical sampling and historical drilling. Insufficient data however, exists to provide certainty over the extent of the mineralisation beyond the maiden Mineral Resource. Whilst the Company intends to undertake additional exploratory work with the aim of defining a resource, no assurances can be given that additional exploration will result in the determination of a resource on any of the exploration targets identified. Even if a Mineral Resource is identified no assurance can be provided that this can be economically extracted. Mineral Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when initially calculated may alter significantly when new information or techniques become available. In addition, by their very nature resource and reserve estimates are imprecise and depend to some extent on interpretations which may prove to be inaccurate.
Grant of future authorisations to explore and mine	If the Company discovers an economically viable mineral deposit that it then intends to develop, it will, among other things, require various approvals, licence and permits before it will be able to mine the deposit. There is no guarantee that the Company will be able to obtain all required approvals, licenses and permits. To the extent that required authorisations are not obtained or are delayed, the Company’s operational and financial performance may be materially adversely affected.
Mine development	Possible future development of mining operations at the Project is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost

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Risk Category	Risk
	overruns, access to the required level of funding and contracting risk from third parties providing essential services. If the Company commences production at the Project, its operations may be disrupted by a variety of risks and hazards which are beyond the control of the Company. No assurance can be given that the Company will achieve commercial viability through the development of the Project. The risks associated with the development of a mine will be considered in full should the Project reach that stage and will be managed with ongoing consideration of stakeholder interests.
Climate risk	There are a number of climate-related factors that may affect the operations and proposed activities of the Company. The climate change risks particularly attributable to the Company include: (a) the emergence of new or expanded regulations associated with the transitioning to a lower- carbon economy and market changes related to climate change mitigation. The Company 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 the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences; and (b) climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates.
Regulatory Compliance	The Company’s operating activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities.

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Risk Category	Risk
	While the Company believes that it is in compliance with all material current laws and regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Company or its properties, which could have a material adverse impact on the Company’s current operations or planned development projects. Obtaining necessary permits can be a time-consuming process and there is a risk that Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the Tenements.
Safety	Safety is a fundamental risk for any company, particularly those that operate in the resources industry, in relation to personal injury, damage to property and equipment and other losses. The occurrence of any of these risks could result in legal proceedings against the Company and/or key personnel and substantial losses to the Company due to injury or loss of life, damage or destruction of property, regulatory investigation and penalties or suspension of operations. Damage occurring to third parties because of such risks may give rise to claims against the Company.

7.4 General risks

Risk Category

Risk

Contractual risk

As a party to contracts, the Company will have various contractual rights in the event of non-compliance by a contracting party. However no assurance can be given that all contracts will be fully performed by all contracting parties and that the Company will be successful in securing compliance with the terms of each contract by the relevant third party. The ability of the Company to achieve its stated objectives will depend on the performance by the parties of their obligations under these agreements. If the Company is unable to satisfy its undertakings under these agreements the Company’s interest in their subject matter may be jeopardised. If any party defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly.

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Risk Category	Risk
Additional requirements for capital	The Company’s capital requirements depend on numerous factors. The Company may require further financing in addition to amounts raised under the Public Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.
Economic	General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities. If activities cannot be funded, there is a risk that the Tenements may have to be surrendered or not renewed. General economic conditions may also affect the value of the Company and its valuation regardless of its actual performance.
Competition risk	The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company 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 Company’s projects and business.
Currently no market	There is currently no public market for the Company’s Shares, the price of its Shares is subject to uncertainty and there can be no assurance that an active market for the Company’s Shares will develop or continue after the Public Offer. The price at which the Company’s Shares trade on ASX after listing may be higher or lower than the issue price of Shares offered under this Prospectus and could be subject to fluctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the directors and the Company have no control, such as movements in mineral prices and exchange rates, changes to government policy, legislation or regulation and other events or factors. There can be no guarantee that an active market in the Company’s Shares will develop or that the price of the Shares will increase. There may be relatively few or many potential buyers or sellers of the Shares on ASX at any given time. This may increase the volatility of the market price of the Shares. It may also affect the prevailing market price atwhichShareholders are able to selltheir

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Risk Category	Risk
	Shares. This may result in Shareholders receiving a market price for their Shares that is above or below the price that Shareholders paid.
Market conditions	Share market conditions may affect the value of the Company’s Shares regardless of the Company’s operating performance. Share market conditions are affected by many factors such as: (a) general economic outlook; (b) introduction of tax reform or other new legislation; (c) interest rates and inflation rates; (d) changes in investor sentiment toward particular market sectors; (e) the demand for, and supply of, capital; and (f) terrorism or other hostilities. The market price of Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the directors warrant the future performance of the Company or any return on an investment in the Company. Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of exploration companies experience extreme price and volume fluctuations that have often been unrelated to the operating performance of such companies. These factors may materially affect the market price of the shares regardless of the Company’s performance. Further, after the end of the relevant escrow periods affecting Shares in the Company, a significant sale of then tradeable Shares (or the market perception that such a sale might occur) could have an adverse effect on the Company’s Share price. Please refer to Section 5.8 for further details on the Shares likely to be classified by the ASX as restricted securities.
Commodity price volatility and exchange rate risks	If the Company achieves success leading to mineral production, the revenue it will derive through the sale of product exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

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Risk Category	Risk
Government policy changes	Adverse changes in government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitting in Western Australia may change, resulting in impairment of rights and possibly expropriation of the Company’s properties without adequate compensation.
Insurance	The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. Insurance of all risks associated with mineral exploration and production is not always available and where available the costs can be prohibitive.
Force Majeure	The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.
Taxation	The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally. To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.
Litigation Risks	The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, reputation, financial performance and financial position. The Company is not currently engaged in any litigation.

7.5 Investment speculative

The risk factors described above, and other risks factors not specifically referred to, may have a materially adverse impact on the performance of the Company and the value of the Shares.

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Prospective investors should consider that an investment in the Company is highly speculative.

There is no guarantee that the Shares offered under this Prospectus will provide a return on capital, payment of dividends or increases in the market value of those Shares.

Before deciding whether to subscribe for Shares under this Prospectus you should read this Prospectus in its entirety and consider all factors, taking into account your objectives, financial situation and needs.

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8. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

8.1 Directors and key management

The Board and key management of the Company consists of:

Jamie Wright – Managing Director

Mr Wright is an accomplished executive with over 20 years’ experience across a variety of management and advisory roles. Most recently, Mr Wright served as Managing Director of RJW Capital where he assisted clients in the industrials and resources sectors by providing strategic and corporate advice. Prior to this Mr. Wright held C-suite and General Manger roles with ASX listed mining companies.

Mr Wright holds a Bachelor of Engineering (Mining), Bachelor of Applied Science (Geology) (First Class Honours) and a Graduate Diploma in Applied Finance and Investment.

The Board considers that Mr Wright is not an independent director.

Warrick Hazeldine – Non-Executive Chairman

Mr Hazeldine has more than 20 years of capital markets experience working with a range of ASX-listed companies on investor relations activities to attract capital and grow shareholder value.

Focusing on IPOs, M&A and secondary capital raisings, he has worked predominately in the natural resources sector and has been at the forefront of a number of lithium, hydrogen and battery metal transactions in recent years.

Mr Hazeldine is a founding director and current Chair of investor and corporate communications firm Cannings Purple. A communications strategist and Boardlevel advisor, he has an established network across the global resources and generalist funds and a track record in assisting companies build and manage their institutional and retail investor bases.

An Australian Institute of Company Directors graduate, Mr Hazeldine holds a Bachelor of Commerce from Curtin University. He is a Business News 40 under 40 winner, recognising the top 40 entrepreneurs in WA under the age of 40.

Mr Hazeldine is a current board member of Surfing WA and has held a range of advisory and Board positions with not-for-profit organisations.

The Board considers that Mr Hazeldine is an independent director.

Dianmin Chen – Non-Executive Director

Dr Chen is a mining engineer with more than 35 years’ experience in metal mining. He has had a wide range of roles in mining technical, production and management in Australia, China and Canada. Dianmin held executive roles with Sino Gold (general manager), Citic Pacific Mining (chief operating officer), CaNickel (executive director and CEO) and Norton Goldfields (managing director and CEO) and served as NED for a number of publicly listed companies in Australia and Canada including Kalgoorlie Mining Corporation, Bullabulling Gold Mines, Sherwin Iron, Norton Goldfields, NKWE Platinum and CuDeco Limited.

Dr Chen holds a BE in Mining and PhD in Mining Geomechanics. He has a WA First Class Manager’s Certificate of Competency.

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The Board considers that Dr Chen is not an independent director.

Kevin Hart – Chief Financial Officer and Company Secretary

Mr Hart has over 30 years’ experience in accounting and the management and administration of public listed entities in the mining, mining services and exploration sector. His experience includes senior accounting and finance roles with ASX listed gold miners and 10 years as the Company Secretary/Chief Financial Officer of an ASX listed diamond exploration company. Kevin is a partner at Endeavour Corporate, an advisory firm that specialises in the provision of company secretarial and accounting services to ASX listed entities

Mr Hart holds a Bachelor of Commerce degree from the University of Western Australia and is a Fellow of the Institute of Chartered Accountants.

Geological Consultants – Resource Potentials Pty Ltd

Jayson Meyers – Principal Consultant

Mr Meyers founded Resource Potentials Pty Ltd in 2001 and is a Principal Geoscientist and director of Resource Potentials Pty Ltd. Jayson has a BSc in geology from California State University (1987), MSc in geochemistry (University of Miami, 1989) and PhD in geophysics (University of Miami, 1995). His broad, global understanding of geology and exploration has contributed towards new discoveries, especially in the search for gold, base metals, manganese, iron, industrial metals and minerals, lithium, coal, diamonds and hydrocarbons. Experienced with project management, evaluation, due diligence, land access, native title and environmental issues, local legal and political frameworks, and contract negotiations.

Mr Meyers has a long research and teaching association with Curtin University and CRCs in the area of geophysical exploration for blind mineral deposits under regolith cover or along deep structures. Mr Meyers was awarded (joint) the Laric Hawkins Award in 2000 for the Most Innovative Use of a Geophysical Technique presented by the Australian Society of Exploration Geophysicists, and is an author of many peer reviewed articles. He is a member of AIG (fellow), ASEG, AGU and Soc Econ Geol.

Ian Shackleton – Principal Consulting Geologist

Mr Shackleton is a results-orientated and highly experienced geologist with a track record of delivering agreed outcomes. Mr Shackleton holds a BSc in geology from RMIT University (1986) and has a broad range of experience in exploration and mining. His diverse range of commodity experience gained across various geological settings includes: lithium, mineral sands, iron ore, manganese, diamonds, gold, base metals and a variety of industrial minerals (kaolin, feldspar, talc, refractories). He has directly managed mining operations, feasibility studies, including environmental studies and negotiated heritage agreements, and undertaken project generation, business development and strategic reviews. Mr Shackleton is a member of the AIG and a GAICD.

The Company is aware of the need to have sufficient management to properly supervise its operations and the Company has, or will in the future have, an interest and the Board will continually monitor the management roles in the Company. As the Company’s operations require an increased level of involvement the Board will look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company’s projects.

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8.2 Disclosure of interests – directors

Remuneration

Details of the directors’ remuneration for the previous two completed and the current financial year (on an annualised basis and exclusive of superannuation) are set out in the table below:

Director	Remuneration for the year ended 30 June 2019	Remuneration for the year ended 30 June 2020	Proposed remuneration for year ending 30 June 20211
Directors
Jamie Wright2	-	-	$240,000
Warrick Hazeldine2	-	-	$65,700
Dianmin Chen3, 4	-	-	$170,990

Notes:

1. Payment is per annum and shall be determined on a pro rata basis where a director has worked part of the year ending 30 June 2021.

2. Appointed on 1 February 2021.

3. Appointed on 26 June 2018.

4. Comprising directors’ fees of $45,990 and a Share based payment valued at $125,000. The Share based payment was the issue of 1,250,000 Shares at a deemed issue price of $0.10 per Share, and was made in September 2020 following a special resolution in a general meeting to Chen DM Pty Ltd, of which Dr Chen is a controlling shareholder and a director.

The Company’s constitution provides that the remuneration of non-executive directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for non-executive directors is $250,000 per annum although may be varied by ordinary resolution of the Shareholders in general meeting.

The remuneration of any executive director that may be appointed to the Board will be fixed by the Board and may be paid by way of fixed salary or consultancy fee.

Interests in Securities

As at the date of this Prospectus

Directors are not required under the Company’s Constitution to hold any Shares to be eligible to act as a director. As at the date of this Prospectus, the directors have relevant interests in securities as follows:

	Director	Shares	Options	Performance Rights	Percentage (%) (Undiluted)	Percentage (%) (Fully Diluted)
	Jamie Wright	Nil	Nil	Nil	Nil	Nil
	Warrick Hazeldine	Nil	Nil	Nil	Nil	Nil
	Dianmin Chen	9,116,6671	Nil	Nil	11.2%	11.2%

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Refer to bottom of Section 8.2 for notes .*

Post-completion of the Offer – Minimum Subscription

Director	Shares2	Options	Performance Rights3	Percentage (%) (Undiluted)	Percentage (%) (Fully Diluted)
Jamie Wright	Nil	Nil	3,000,000	Nil	2.2%
Warrick Hazeldine	Nil	Nil	1,000,000	Nil	0.7%
Dianmin Chen	9,116,6671	Nil	1,000,000	7.2%	7.4%

Refer to bottom of Section 8.2 for notes .*

Post-completion of the Offer – Maximum Subscription

Director	Shares2	Options	Performance Rights3	Percentage (%) (Undiluted)	Percentage (%) (Fully Diluted)
Jamie Wright	Nil	Nil	3,000,000	Nil	2.1%
Warrick Hazeldine	Nil	Nil	1,000,000	Nil	0.7%
Dianmin Chen	9,116,6671	Nil	1,000,000	6.9%	7.1%

Notes:

1. Comprising 5,200,000 Shares held directly by Dr Chen, 1,250,000 Shares held indirectly through Chen DM Pty Ltd (of which Dr Chen is a controlling shareholder and director, and 2,666,667 Shares held indirectly through Drock International Pty Ltd (of which Dr Chen is a sole shareholder and sole director.

2. These figures do not include any Shares that may be subscribed for by the directors in the Public Offer. Jamie Wright and Warrick Hazeldine each intend to subscribe for up to 125,000 Shares, subject to availability.

3. Refer to Section 10.4 for further details in respect of the Performance Rights.

8.3 Disclosure of relationship between Dr Chen and Argonaut

Dianmin Chen, a Non-Executive Director, is the principal consultant at Drock International Pty Ltd (Drock), which has been engaged from time to time by Argonaut to provide specialist mining consultancy services and advice on Chinese investment. Dr Chen is not an officer or employee of Argonaut, and neither Drock nor Dr Chen (or any of their associated entities) holds any equity ownership of Argonaut. Argonaut has paid Drock standard consultancy fees for its services, and Drock has never received a commission or bonus for its consultancy work to Argonaut.

Dr Chen is not providing any services to Argonaut in relation to the Company or the Public Offer. Dr Chen’s involvement in the transaction is limited to his role as Non-Executive Director of the Company. Neither Drock nor Dr Chen has any interest in Argonaut’s shareholding in the Company or the issue of the Broker Options.

The Board considers that it has the necessary corporate governance measures in place to ensure that all potential conflicts of interest of any director are managed

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appropriately. In particular, Dr Chen has not been involved in the discussion of, or decisions in relation to, the Company’s relationship with Argonaut as Lead Manager and Financial Advisor.

8.4 Specific disclosure regarding Performance Rights to be issued to directors

The following information is provided with respect to the Performance Rights proposed to be issued to Mr Wright, Mr Hazeldine and Dr Chen:

• (a) the Performance Rights are proposed to be issued to the directors as part of their respective remuneration packages, in order to link part of the remuneration payable to the directors to specific milestones set out in Section 10.4(a). The Performance Rights are being issued to incentivise the directors and are not ordinary course of business remuneration securities;

• (b) a summary of the agreements between the Company and each director are set out in Section 9.3;

• (c) the Company considers that each of the directors will play a significant role in meeting the milestone attaching to the Performance Rights. Each of the directors will be responsible for:

• (i) planning, implementing and directing the operations of the Company, including the exploration programs on the Project, with the objective of increasing Shareholder value and growing the Company’s Mineral Resources;

• (ii) establishing and implementing the business strategy for organic and inorganic growth of the Company; and

• (iii) seeking new opportunities that will fit into the Company’s strategy and with the support of the Board, completing any transactions and integrating the new business or product into the Company;

• (d) details of the existing total remuneration package of the directors are disclosed at Section 8.2:

• (e) details of the security holdings of the directors are set out in Section 8.2;

• (f) the Company has chosen to issue the Performance Rights to the directors for the following reasons:

• (i) the Performance Rights are unlisted, therefore the grant of the Performance Rights will have no immediate dilutionary impact on Shareholders;

• (ii) the issue of Performance Rights to the directors will align the interests of the directors with those of Shareholders;

• (iii) the issue of the Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the directors; and

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• (iv) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Performance Rights on the terms proposed;

• (g) the number of Performance Rights to be issued to each of the directors has been determined based upon a consideration of:

• (i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;

• (ii) the remuneration of the directors; and

• (iii) incentives to attract and retain the service of the directors who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves;

• (h) the terms of the Performance Rights are consistent with the base requirements for performance securities which are detailed in section 9 of Guidance Note 19;

• (i) the Board considers the number of Performance Rights to be issued, and the number of Shares into which they will convert if the relevant milestones are achieved, is appropriate and equitable for the following reasons:

• (i) the number of Shares into which the Performance Rights will convert if the milestone is achieved (being 5,000,000 Shares) is significantly less than the number of Shares which the Company proposes to have on issue at the date of its listing (being 126,808,339 Shares assuming only the Minimum Subscription is issued); and

• (ii) the number of Shares that would be issued upon the exercise or conversion of all Options, convertible securities and Performance Rights that the Company anticipates being on issue at the date of its listing (being 9,599,267) is significantly less than the number of Shares which the Company proposes to have on issue at the date of its listing (being 126,808,339 Shares assuming only the Minimum Subscription is issued);

• (j) the Board considers that the milestones attaching to the Performance Rights are appropriate and equitable as:

• (i) the Performance Rights are being issued to the directors to incentivise them to act in accordance with the Company’s strategy following Completion. Accordingly, two of the milestones are linked to the definition of a mineral resource, and the third milestone is linked to the market price of Shares, which aligns with the Company’s growth strategy;

• (ii) the milestones are clearly articulated by reference to objective criteria which allows investors and analysts to readily understand and have reasonable certainty as to the circumstances in which the milestone will be taken to have been met;

• (iii) the number of Shares into which the Performance Rights will convert if the milestones are achieved is fixed (one for one)

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which allows investors and analysts to readily understand and have reasonable certainty as to the impact on the Company’s capital structure if the milestones are achieved;

• (iv) the milestone which is linked to the price of Shares requires that the Share price be a volume weighted average of at least $0.30 over 30 consecutive days on which Shares are traded. This reduces the potential for the milestone to be satisfied as a result of significant fluctuations in the Share price over a short space of time, or manipulation of the trading price of Shares; and

• (v) the Performance Rights have an expiry date by which the milestone is to be achieved and, if the milestone is not achieved by that date, the Performance Rights will lapse.

8.5 Disclosure of interests in securities – Lead Manager

Two associates of the Lead Manager currently hold Shares in the Company, and the Company will issue the Broker Options to the Lead Manager pursuant to the terms of the Lead Manager Mandate.

The details of these interests are set out below.

As at the date of this Prospectus

Shareholder	Shares1	Options	Performance Rights	Percentage (%) (Undiluted)1	Percentage (%) (Fully Diluted)1
Argonaut Equity Partners Pty Ltd	4,933,334	Nil	Nil	6.1%	6.1%
Argonaut Investments Pty Ltd	1,250,000	Nil	Nil	1.5%	1.5%
Argonaut Securities Pty Ltd	Nil	Nil	Nil	Nil	Nil
Total	6,183,334	Nil	Nil	7.6%	7.6%

Post-completion of the Offer – Minimum Subscription

Shareholder	Shares1	Options	Performance Rights	Percentag e (%) (Undiluted) 1	Percentag e (%) (Fully Diluted)1
Argonaut Partners Pty Ltd	4,933,334	Nil	Nil	3.9%	3.6%
Argonaut Investments Pty Ltd	1,250,000	Nil	Nil	1.0%	0.9%
Argonaut Securities Pty Ltd	Nil	4,599,267	Nil	Nil	3.4%
Total	6,183,334	4,599,267	Nil	4.9%	7.9%

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Post-completion of the Offer – Maximum Subscription

Shareholder	Shares1	Options	Performance Rights	Percentage (%) (Undiluted)1	Percentage (%) (Fully Diluted)1
Argonaut Partners Pty Ltd	4,933,334	Nil	Nil	3.7%	3.5%
Argonaut Investments Pty Ltd	1,250,000	Nil	Nil	0.9%	0.9%
Argonaut Securities Pty Ltd	Nil	4,780,614	Nil	Nil	3.4%
Total	6,183,334	4,780,614	Nil	4.6%	7.8%

Notes:

1. These figures do not include any Shares that may be subscribed for by Argonaut or its related entities in the Public Offer.

8.6 Disclosure of interests in securities – Competent Person

Jayson Meyers, an employee of Resource Potentials Pty Ltd, has consented to be named as competent person in relation to exploration results and exploration targets in this Prospectus.

Mr Meyers has interests in securities in the Company as set out below.

As at the date of this Prospectus

Shareholder	Shares	Options	Performance Rights	Percentage (%) (Undiluted)	Percentage (%) (Fully Diluted)
Jayson Meyers	1,460,000	Nil	Nil	1.79%	1.79%

Post-completion of the Offer – Minimum Subscription

Shareholder	Shares	Options	Performance Rights	Percentage (%) (Undiluted)	Percentage (%) (Fully Diluted)
Jayson Meyers	1,460,000	Nil	Nil	1.15%	1.07%

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Post-completion of the Offer – Maximum Subscription

Shareholder	Shares	Options	Performance Rights	Percentage (%) (Undiluted)	Percentage (%) (Fully Diluted)
Jayson Meyers	1,460,000	Nil	Nil	1.11%	1.03%

8.7 Agreements with directors and related parties

The Company’s policy in respect of related party arrangements is:

• (a) a director with a material personal interest in a matter is required to give notice to the other directors before such a matter is considered by the Board; and

• (b) for the Board to consider such a matter, the director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter.

The agreements between the Company and related parties are summarised in Section 9.3.

8.8 Corporate governance

(a) ASX Corporate Governance Council Principles and Recommendations

The Company has adopted systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent applicable, the Company has adopted The Corporate Governance Principles and Recommendations (4th Edition) as published by ASX Corporate Governance Council ( Recommendations ).

In light of the Company’s size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies, procedures and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below and the Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website www.globallithium.com.au.

(b) Board of directors

The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives

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and monitors performance against those objectives. The goals of the corporate governance processes are to:

• (i) maintain and increase Shareholder value;

• (ii) ensure a prudential and ethical basis for the Company’s conduct and activities consistent with the Company’s stated values; and

• (iii) ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

• (i) leading and setting the strategic direction, values and objectives of the Company;

• (ii) appointing the Chairman of the Board, Managing Director or Chief Executive Officer and approving the appointment of senior executives and the Company Secretary;

• (iii) overseeing the implementation of the Company’s strategic objectives, values, code of conduct and performance generally;

• (iv) approving operating budgets, major capital expenditure and significant acquisitions and divestitures;

• (v) overseeing the integrity of the Company’s accounting and corporate reporting systems, including any external audit (satisfying itself financial statements released to the market fairly and accurately reflect the Company’s financial position and performance);

• (vi) establishing procedures for verifying the integrity of those periodic reports which are not audited or reviewed by an external auditor, to ensure that each periodic report is materially accurate, balanced and provides investors with appropriate information to make informed investment decisions;

• (vii) overseeing the Company’s procedures and processes for making timely and balanced disclosure of all material information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;

• (viii) reviewing, ratifying and monitoring the effectiveness of the Company’s risk management framework, corporate governance policies and systems designed to ensure legal compliance; and

• (ix) approving the Company’s remuneration framework.

The Company is committed to the circulation of relevant materials to directors in a timely manner to facilitate directors’ participation in the Board discussions on a fully-informed basis.

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(c) Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting, subject to the following:

• (i) membership of the Board of directors will be reviewed regularly to ensure the mix of skills and expertise is appropriate; and

• (ii) the composition of the Board has been structured so as to provide the Company with an adequate mix of directors with industry knowledge, technical, commercial and financial skills together with integrity and judgment considered necessary to represent Shareholders and fulfil the business objectives and values of the Company as well as to deal with new and emerging business and governance issues.

The Board currently consists of three directors (two non-executive directors and one executive director) of whom the Chairman, Warrick Hazeldine, is considered independent. The Board considers the current balance of skills and expertise to be appropriate for the Company given its currently planned level of activity.

To assist in evaluating the appropriateness of the Board’s mix of qualifications, experience and expertise, the Board intends to maintain a Board Skills Matrix to ensure that the Board has the skills to discharge its obligations effectively and to add value.

The Board undertakes appropriate checks before appointing a person as a director or putting forward to Shareholders a candidate for election as a director or senior executive.

The Board ensures that Shareholders are provided with all material information in the Board’s possession relevant to a decision on whether or not to elect or re-elect a director.

The Company shall develop and implement a formal induction program for directors, which is tailored to their existing skills, knowledge and experience. The purpose of this program is to allow new directors to participate fully and actively in Board decision-making at the earliest opportunity, and to enable new directors to gain an understanding of the Company’s policies and procedures.

The Board maintains oversight and responsibility for the Company’s continual monitoring of its diversity practices. The Company’s Diversity Policy provides a framework for the Company to achieve enhanced recruitment practices whereby the best person for the job is employed, which requires the consideration of a broad and diverse pool of talent.

(d) Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

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(e) Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards and to conducting all of the Company’s business activities fairly, honestly with integrity, and in compliance with all applicable laws, rules and regulations. In particular, the Company and the Board are committed to preventing any form of bribery or corruption and to upholding all laws relevant to these issues as set out in in the Company’s Anti-Bribery and Anti-Corruption Policy. In addition, the Company encourages reporting of actual and suspected violations of the Company’s Code of Conduct or other instances of illegal, unethical or improper conduct. The Company and the Board provide effective protection from victimisation or dismissal to those reporting such conduct as set out in its Whistleblower Protection Policy.

(f) Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

(g) Remuneration arrangements

The remuneration of an executive director will be decided by the Board, without the affected executive director participating in that decisionmaking process.

In accordance with the Constitution, the total maximum remuneration of non-executive directors is initially set by the Board and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive director. The current amount has been set at an amount not to exceed $250,000 per annum.

In addition, a director may be paid fees or other amounts for example, and subject to any necessary Shareholder approval, non-cash performance incentives such as Options) as the directors determine where a director performs special duties or otherwise performs services outside the scope of the ordinary duties of a director.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in the performance of their duties as directors.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and directors who will create value for Shareholders having regard to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant directors’ time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

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(h) Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. directors and, if applicable, any employees reporting directly to the managing director). The policy generally provides that, the written acknowledgement of the Chair (or the Board in the case of the Chairman) must be obtained prior to trading.

(i) External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company. From time to time, the Board will review the scope, performance and fees of those external auditors.

(j) Audit committee

The Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to:

• (i) monitoring and reviewing any matters of significance affecting financial reporting and compliance;

• (ii) verifying the integrity of those periodic reports which are not audited or reviewed by an external auditor;

• (iii) monitoring and reviewing the Company’s internal audit and financial control system, risk management systems; and

• (iv) management of the Company’s relationships with external auditors.

(k) Diversity policy

The Company is committed to workplace diversity. The Company is committed to inclusion at all levels of the organisation, regardless of gender, marital or family status, sexual orientation, gender identity, age, disabilities, ethnicity, religious beliefs, cultural background, socioeconomic background, perspective and experience.

The Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives.

(l) Departures from Recommendations

Under the ASX Listing Rules the Company will be required to provide a statement in its annual financial report or on its website disclosing the extent to which it has followed the Recommendations during each reporting period. Where the Company has not followed a

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Recommendation, it must identify the Recommendation that has not been followed and give reasons for not following it. The Company’s compliance and departures from the Recommendations as at the date of this Prospectus are set out at Annexure D.

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9. MATERIAL CONTRACTS

Set out below is a brief summary of the certain contracts to which the Company is a party and which the directors have identified as material to the Company or are of such a nature that an investor may wish to have details of particulars of them when making an assessment of whether to apply for Shares.

To fully understand all rights and obligations of a material contract, it would be necessary to review it in full and these summaries should be read in this light.

9.1 Tenement Agreements

9.1.1 Sale and Purchase Agreement with BCI Exploration Limited

On 20 May 2019, the Company entered into a sale and purchase agreement ( BCI Agreement ) with BCI Exploration Pty Ltd ( BCI Exploration ), pursuant to which the Company agreed to purchase, and BCI Exploration agreed to sell, granted exploration licences E45/4309, E45/4328 and E45/4631 comprising the Marble Bar Project ( Granted Exploration Licences ).

The sale and purchase of the Granted Exploration Licences completed on 6 June 2019. The Company remains obliged under the BCI Exploration Agreement to pay BCI Exploration certain deferred consideration upon the achievement of milestones relating to the Tenements as further described below:

Assets

Under the BCI Agreement, BCI Exploration agreed to sell to the Company all of BCI Exploration’s right, title and interest to: (a) the Granted Exploration Licences; (b) all mining information relating to the Granted Exploration Licences; and (c) two YMCA Heritage Agreements, being agreements between BCI Exploration and the Yamatji Marlpa Aboriginal Corporation as agent for the Njamal Claimant Group dated 6 February 2015 (in respect of E45/4328 and E45/4309) and 12 February 2015 (in respect of E45/4631), (together, theAssets).

Consideration

In consideration for the acquisition of the Assets, the Company agreed to pay BCI Exploration a total of $2,250,000 in cash consideration in four separate tranches as follows: (a) Tranche 1 -$500,000 to be paid at completion; (b) Tranche 2 -$625,000 to be paid on the date that is 5 business days after the earlier of: (i) the date that the Company completes an IPO; and (ii) the date that is twelve (12) months from the date of completion; (c) Tranche 3 -$625,000 to be paid on the date that is 5 business days after the earlier of: (i) the date that a pre-feasibility study is completed in respect of the viability of a

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commercial mining operation on the Granted Exploration Licences; or

• (ii) the date that a decision to commence mining operations on the Granted Exploration Licences (or any other tenements granted to the Company relating to the same ground) is made; and

• (d) Tranche 4 - $500,000 to be paid the date that is 5 business days after the date that the Company first sells any minerals extracted from the area the subject of the Granted Exploration Licences.

• As at the date of this Prospectus, the Company has paid BCI Exploration Tranche 1 and Tranche 2.

Conduct After The Company undertakes that on and from completion of Completion the BCI Agreement and until the payment of Tranche 3 and Tranche 4:

• (a) it will keep the Granted Exploration Licences in full force and effect under the Mining Act and use all reasonable commercial endeavours (subject to the Company, acting reasonably, being satisfied with the continued financial viability of the project) to achieve the milestones for the Tranche 3 and Tranche 4 payments;

• (b) it will not:

• (i) voluntarily surrender the Granted Exploration Licences in their entirety or sell with the whole or any part of the Granted Exploration Licences; or

• (ii) grant any security interest over the whole or any part of the Granted Exploration Licences,

• except in certain limited circumstances and subject to the buyer or security holder agreeing to be bound by the BCI Agreement to the extent of the obligation to pay Tranche 3 and Tranche 4 to BCI Exploration.

The BCI Agreement was on terms and conditions considered otherwise standard for an agreement of this nature.

9.1.2 Water Access Agreement

On 28 October 2020, the Company entered into a water access and compensation agreement with Keras (Pilbara) Gold Pty Ltd (ACN 169 795 037) ( Keras ), a wholly owned subsidiary of Calidus Resources Limited (ACN 006 640 553) ( Water Access Agreement ). The material terms of the Water Access Agreement are summarised below.

Water Pursuant to the Water Access Agreement the Company has Approvals consented to the grant to Keras of approvals under the Rights in Water and Immigration Act 1914 (WA) ( Water Approvals ) and miscellaneous licence L45/584 ( Water Tenement ) for a bore field and water pipeline over a designated area within E45/4309 (the Designated Area ) to allow Keras to:

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	(a) construct one or more wells or bores within the Designated Area; (b) pump and take water from those wells; and (c) construct a pipeline within the Designated Area to transport the water to the Keras mining operations
Mutual obligations	Each party agrees that during the term of the Water Access Agreement, it shall, among other things: (a) not unreasonably interfere with the other party’s access to and passing over the Designated Area (in the case of Keras) or E45/4309 (in the case of the Company); and (b) provide the other party with all environmental data that is gathered during the term of the Water Access Agreement and relates to or may impact the other party’s activities on E45/4309.
Water approvals outside Designated Area	Keras shall not apply for a water approval or water tenement over E45/4309 (but outside the Designated Area) without the consent of the Company.
Election to acquire or remove water facilities	Subject to any extension of the Water Access Agreement, at any time from 1 January 2024, the Company may give Keras 12 months’ notice to elect to: (a) acquire the Water Tenement and Water Approvals from Keras (together with all well and water facilities contained therein) free from encumbrances for no charge; or (b) require Keras to remove its water facilities from E45/4309, remediate the area as required by law and surrender its Water Tenement. The Company shall assume responsibility for all obligations and liabilities associated with the Water Tenement, Water Approvals and any associated wells and water facilities on the date that is 12 months after it makes an election to acquire these assets.
Assignment	Neither party may assign its interest in the Water Access Agreement unless the assignee first executes a binding deed of covenant in favour of the continuing party pursuant to which the assignee agrees to assume the obligations of the assigning party pursuant to the Water Access Agreement.

The Water Access Agreement was on terms and conditions considered otherwise standard for an agreement of this nature.

9.1.3 Tenement information agreement

On 6 October 2020 the Company entered into an agreement with Great Sandy Pty Ltd ( Great Sandy ) under which Great Sandy agreed to provide the Company with mining information created and owned by Great Sandy in relation to land underlying E45/4721 for a cash payment of $7,000 and the issue by the Company to Great Sandy of Shares to the value of $80,000 in any initial public offer conducted by the Company.

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The Company has paid the cash consideration and shall issue 400,000 Shares to Great Sandy in satisfaction of the Company’s obligations under the tenement information agreement prior to the Company’s admission to Official Quotation.

These Shares shall be escrowed for 12 months from the date of their issue in accordance with the ASX Listing Rules.

9.2 Capital raising agreements

9.2.1 Lead Manager Mandate

The Company has signed a mandate letter to engage Argonaut Securities Pty Limited (ACN 108 330 650) ( Lead Manager ) to act as lead manager of the Public Offer and Argonaut Capital Limited (ACN 099 761 547) ( Financial Advisor ) as financial advisor of the Public Offer ( Lead Manager Mandate ).

For the purposes of this Prospectus, the Lead Manager and Financial Advisor are together referred to as Argonaut.

The material terms and conditions of which are summarised below:

Fees	Under the terms of this engagement the Company will pay Argonaut: (a) a management fee of 2% of total funds raised under the Prospectus plus GST; and (b) an equity raising fee of 4% on funds raised under the Prospectus plus GST, (together, theCapital Raising Fee). Upon the Company being admitted to the Official List, the Company shall pay Argonaut an advisory work fee of $50,000. Argonaut will pay all fees to other brokers, intermediaries and investors out of the Capital Raising Fee as required.
Option Entitlement	Upon the Company issuing Shares under an initial public offer or capital raising to raise at least $5,000,000, the Company shall issue Argonaut (and/or its nominee/s) such number of Options (Broker Options) that if exercised would be equal to 3.5% of the total number of Shares on issue in the Company, having regard to the number of shares to be issued under the capital raising. The Broker Options shall have the following terms: (a) subscription price: $0.00001 per Broker Option; (b) exercise price: $0.30 per Share; and (c) expiry date: the Broker Options may be exercised on or prior to the date that is four years after the date the Company is admitted to the official list of ASX
Termination Events	(a) The Company may terminate the Lead Manager Mandate during the Term by written notice to Argonaut and with immediate effect if Argonaut is in breach of a material term of the Lead Manager Mandate; and (b) Argonaut may terminate the Lead Manager Mandate at any time, by providing 7 days' notice to the Company

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Right of First Refusal

For 12 months following the date of the Company’s quotation on ASX, the Company grants Argonaut the first of refusal to be appointed by the Company to act in any of the following capacities: (a) lead manager or joint lead manager in respect of any equity raising and arranger to any debt capital raising; and (b) exclusive financial advisor to the Company in respect of any mergers and acquisitions activity proposed or undertaken by the Company or to which it becomes a party and including any transaction which proposes a change of control, on industry standard terms (having regard to terms and conditions upon which investment banks and financial advisory firms are engaged to undertake similar services for similar transactions in Australia), to be mutually agreed by the parties in good faith.

The Lead Manager Mandate otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).

9.3

Agreements with directors

9.3.1 Jamie Wright

The Company has entered into an executive services agreement with Jamie Wright which documents the terms of Mr Wright’s appointment as Chief Executive Officer and Managing Director of the Company. The executive services agreement contains the following material terms:

Remuneration	$240,000 per annum plus superannuation. The Company may pay Mr Wright an annual bonus payment of up to 25% of base remuneration, at the discretion of the Board.
Term	Five years commencing on 1 February 2021 unless terminated earlier in accordance with its terms.
Termination by Company	The Company may terminate the executive services agreement without cause by giving Mr Wright six months’ notice, or pay Mr Wright six months’ remuneration in lieu of notice.
Termination by Mr Wright	Mr Wright may terminate the executive services agreement by giving the Company three months’ notice.

The executive services agreement otherwise contains provisions considered standard for an agreement of its nature (including confidentiality provisions).

9.3.2 Non-executive director appointments

Mr Warrick Hazeldine (via his controlled entity, Northpoint Equity Pty Ltd) has entered into an appointment letter with the Company to act in the capacity of Non-Executive Chairman.

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Dr Dianmin Chen (via his controlled entity Drock International Pty Ltd) has entered into an appointment letter with the Company to act in the capacity of NonExecutive Director.

These directors will receive the remuneration set out in Section 8.2.

9.3.3 Deeds of indemnity, insurance and access

The Company has entered into a deed of indemnity, insurance and access with each of its directors. Under these deeds, the Company will agree to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Company will also be required to maintain insurance policies for the benefit of the relevant officer and allow the officers to inspect board papers in certain circumstances.

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10. ADDITIONAL INFORMATION

10.1 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the directors are not aware of any legal proceedings pending or threatened against the Company.

10.2 Rights attaching to Shares

The following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company. Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

• (i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

• (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

• (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited). Amounts paid in advance of a call are ignored when calculation the proportion.

(c) Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the

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amount paid or credited as paid is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The directors may from time to time pay to the Shareholders any interim dividends as they believe to be justified subject to the requirements of the Corporations Act. No dividend shall carry interest as against the Company. The directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the directors, implement on such terms and conditions as the directors think fit, (a) a dividend reinvestment plan which provides for any dividend which the directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares and (b) a dividend election plan permitting holders of Shares to the extent that the Shares are fully paid, to have the option to elect to forego the right to share in any dividends (whether interim or otherwise) payable in respect of such Shares and to receive instead an issue of Shares credited as fully paid up to the extent as determined by the directors.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) Shareholder liability

As the Shares under the Prospectus are fully paid shares, they are not subject to any calls for money by the directors and will therefore not become liable for forfeiture.

(f) Transfer of Shares

Generally, Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.

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(g) Variation of rights

Pursuant to section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(h) Alteration of Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

10.3 Broker Options

(a) Entitlement

Each Broker Option entitles the holder to subscribe for one (1) Share upon exercise of the Option.

(b) Exercise Price

The amount payable upon exercise of each Broker Option will be $0.30 ( Exercise Price ).

(c) Expiry Date

Each Broker Option will expire at 5:00 pm (WST)on the date which is four years from the date that the Company is admitted to the Official List of the ASX ( Expiry Date ). An Broker Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Broker Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Broker Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Broker Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment

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of the Exercise Price for each Broker Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 5 Business Days after the latter of the following:

• (i) Exercise Date; and

• (ii) When excluded information in respect to, the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case, not later than 20 Business Days after the Exercise Date, the Company will:

• (iii) issue the number of Shares required under these terms and conditions in respect of the number of Broker Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Broker Options.

If a notice delivered under 11.3(g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Broker Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Broker Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the

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Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k)

Participation in new issues

There are no participation rights or entitlements inherent in the Broker Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Broker Options without exercising the Broker Options.

(l) Change in exercise price

An Broker Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Broker Option can be exercised.

(m) Transferability

The Broker Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

10.4 Performance rights

The proposed terms and conditions of the Performance Rights are set out below:

• (a) ( Performance Milestone Conditions and Expiry Dates ): The Performance Rights shall be subject to the following Performance Milestone Conditions and shall have the following Expiry Dates :

Tranche	Proportion of Performance Rights held by holder	Milestone	Expiry Date
Tranche 1	One third	The Company achieving between 15-25Mt of Inferred, Indicated and/or Measured Resources at a minimum grade of 1.0% Li2O, reported in accordance with the JORC Code 2012 by 31 December 2022 or earlier, where the number of Tranche 1 Performance Rights that convert is determined using the following formula: N = [(RmT – 15mT)/10] x PR Where: N= the number of Tranche 1 Performance Rights which shall convert to Shares;	31 December 2022

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Tranche	Proportion of Performance Rights held by holder	Milestone	Expiry Date
		RmT= the amount of Inferred, Indicated and/or Measured Resources at a minimum grade of 1.0% Li2O, reported in accordance with the JORC Code 2012 (to be capped at 25mT); PR = the number of Tranche 1 Performance Rights held.
Tranche 2	One third	The Company achieving between 30-50Mt of Inferred, Indicated and/or Measured Resources at a minimum grade of 1.0% Li2O, reported in accordance with the JORC Code 2012 by 31 December 2023 or earlier, where the number of Tranche 2 Performance Rights that convert is determined using the following formula: N = [(RmT – 30mT)/20] x PR Where: N= the number of Tranche 2 Performance Rights which shall convert to Shares; RmT= the amount of Inferred, Indicated and/or Measured Resources at a minimum grade of 1.0% Li2O, reported in accordance with the JORC Code 2012 (to be capped at 50mT); PR = the number of Tranche 2 Performance Rights held.	31 December 2023
Tranche 3	One third	The Company achieving a volume weighted average Share price over	31 December 2023

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Tranche	Proportion of Performance Rights held by holder	Milestone	Expiry Date
		30 consecutive trading days of at least $0.40 by 31 December 2023 or earlier.

Notes:

1. Subject to the achievement of the Milestones for the Tranche 1 and Tranche 2 Performance Rights, a Performance Right will only be able to be converted into a Share by a holder after verification of the Milestone by an independent geologist (where required to verify any matters under JORC).

2. Subject to the achievement of the Milestone for the Tranche 3 Performance Right, a Performance Right will only be able to be converted into a Share by a holder after the Company’s auditor verifies the achievement of the Milestone. The auditor’s verification process will be based on reviewing the market information to determine if the share price hurdle is met.

3. (b) ( Notification to holder ): The Company shall notify the holder in writing when the relevant Performance Milestone Condition has been satisfied.

4. (c) ( Conversion ): Subject to paragraph (q), upon satisfaction of the applicable Performance Milestone Condition, and the issue of the notice referred to in paragraph (b) above, each Performance Right will at the election of the holder convert into one Share. Conversion of Performance Rights can be made by the holder providing a Notice of Conversion to the Company Secretary.

5. (d) ( Change of Control ): In the circumstance of a change of control of the Company occurring, the relevant Performance Milestone Condition is deemed to be automatically satisfied and each Performance Right will, at the election of the holder, convert into one Share.

6. (e) ( Lapse of a Performance Rights ): Any Performance Right that has not been converted into a Share prior to the Expiry Date specified in paragraph (a) will automatically lapse.

7. (f) ( Fraudulent or dishonest action ): If a holder ceases to be an employee or director of the Company in circumstances where the cessation or termination is specifically referenced to the holder having been found to have acted fraudulently or dishonestly in the performance of his or her duties, then:

8. (i) the Board must deem any Performance Rights of the holder to have immediately lapsed and be forfeited; and

9. (ii) any Performance Rights that have vested will continue in existence in accordance with their terms of issue only if the relevant Performance Milestone Conditions have previously been met, and any Shares issued on satisfaction of the applicable Performance Milestone Conditions will remain the property of the holder.

10. (g) ( Ceasing to be an employee or director ): If a holder ceases to be an employee or director of the Company in circumstances where the cessation or termination arises because the holder:

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• (i) voluntarily resigns his or her position (other than to take up employment with a subsidiary of the Company);

• (ii) wilfully breaches the terms of the engagement of the holder or any policy of the Company’s published policies regulating the behaviour of holder;

• (iii) is convicted of a criminal offence which, in the reasonable opinion of the Company, might tend to injure the reputation or the business of the Company; or

• (iv) is found guilty of a breach of the Corporations Act and the Board considers that it brings the holder or the Company into disrepute,

then:

• (v) unless the Board decides otherwise in its absolute discretion, any unvested Performance Rights of the holder will be deemed to have immediately lapsed and be forfeited; and

• (vi) in relation to any Performance Rights that have vested, those Performance Rights will continue in existence in accordance with their terms of issue only if the relevant Performance Milestone Conditions have previously been met and any Shares issued on satisfaction of the applicable Performance Milestone Conditions will remain the property of the holder.

• (h) ( Other circumstances ): The Performance Rights will not lapse and be forfeited where the holder ceases to be an employee or director of the Company for one of the following reasons:

• (i) death or total permanent disability (in respect of total permanent disability being that because of a sickness or injury, the holder is unable to work in his or her own or any occupation for which they are suited by training, education, or experience for a period beyond one year);

• (ii) redundancy (being where the holder ceases to be an employee or director due to the Company no longer requiring the holder’s position to be performed by any person); or

• (iii) any other reason, other than a reason listed in rules (f) and (g) (not including (g)(i), in which case the Board may exercise its absolute discretion to allow the resigned to retain their Performance Right), that the Board determines is reasonable to permit the holder to retain his or her Performance Rights,

and in those circumstances the Performance Rights will continue to be subject to the applicable Performance Milestone Conditions.

• (i) ( Share ranking ): All Shares issued upon the conversion of Performance Rights on satisfaction of the applicable Performance Milestone Condition will upon issue rank pari passu in all respects with other Shares.

• (j) ( Application to ASX ): The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

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• (k) ( Timing of issue of Shares on Conversion ): Within 10 Business Days after date that Performance Rights are converted, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the conversion of the Performance Rights.

If a notice delivered under (k)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• (l) ( Transfer of Performance Rights ): The Performance Rights are not transferable.

• (m) ( Participation in new issues ): A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

• (n) ( Reorganisation of capital ): If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.

• (o) ( Adjustment for bonus issue ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares or other securities which must be issued on the conversion of a Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the Performance Right before the record date for the bonus issue.

• (p) ( Dividend and Voting Rights ): The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

• (q) ( Deferral of conversion if resulting in a prohibited acquisition of Shares ): If the conversion of a Performance Right would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not

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result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

• (i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and

• (ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (q)(i) within seven days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

• (r) ( No rights to return of capital ): A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (s) ( Rights on winding up ): A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up of the Company.

• (t) ( Tax Deferral ): For the avoidance of doubt, Subdivision 83A-C of the Income Tax Assessment Act 1997¸ which enables tax deferral on performance rights, applies (subject to the conditions in that Act) to the Performance Rights.

• (u) ( ASX Listing Rule compliance ): The Board reserves the right to amend any term of the Performance Rights to ensure compliance with the ASX Listing Rules.

• (v) ( No other rights ): A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

10.5 ASX approval for terms of Performance Rights

The Company has applied to ASX for approval of the terms of the Performance Rights in accordance with ASX Listing Rule 6.1. The proposed terms of the Performance Rights are included in Section 10.4 and further disclosures regarding the Performance Rights made in accordance with ASX Guidance Note 19 are included in Section 8.4.

The results of the ASX decision and any material conditions of the ASX decision will be disclosed to the market in accordance with the terms of the ASX decision.

10.6 Interests of directors

Other than as set out in this Prospectus, no director or proposed director holds, or has held within the two years preceding lodgement of this Prospectus with the ASIC, any interest in:

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• (a) the formation or promotion of the Company;

• (b) any property acquired or proposed to be acquired by the Company in connection with:

• (i) its formation or promotion; or

• (ii) the Offer; or

• (c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a director or proposed director:

• (d) as an inducement to become, or to qualify as, a director; or

• (e) for services provided in connection with:

• (i) the formation or promotion of the Company; or

• (ii) the Offer.

10.7 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, no:

• (a) 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;

• (b) promoter of the Company; or

• (c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the two years preceding lodgement of this Prospectus with the ASIC, any interest in:

• (d) the formation or promotion of the Company;

• (e) any property acquired or proposed to be acquired by the Company in connection with:

• (i) its formation or promotion; or

• (ii) the Offer; or

• (f) the Offer,

and 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:

• (g) the formation or promotion of the Company; or

• (h) the Offer.

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Optiro Pty Ltd has acted as Independent Geologist and has prepared the Independent Technical Assessment Report which is included in Annexure A. The Company estimates it will pay Optiro Pty Ltd a total of $29,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Optiro Pty Ltd has not received any fees from the Company for any other services.

PKF Perth has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which is included in Annexure C. The Company estimates it will pay PKF Perth a total of $10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, PKF Perth has received $15,000 (excluding GST) in fees from the Company for audit services.

Argonaut Securities Pty Ltd has acted as the Lead Manager in respect of the Public Offer and will receive those fees set out in Section 9.2.1 following the successful completion of the Public Offer. Argonaut Securities Pty Ltd will be responsible for paying all capital raising fees that Argonaut Securities Pty Ltd and the Company agree with any other financial service licensees. Further details in respect to the Lead Manager Mandate are summarised in Section 9.2.1. During the 24 months preceding lodgement of this Prospectus with the ASIC, Argonaut Investments Pty Ltd as Mr Edward Rigg’s nominee received a Share based payment valued at $124,987 from the Company in consideration for Mr Edward Rigg’s contribution as a director of Global Lithium in being able to rapidly generate Global Lithium’s maiden JORC Inferred Mineral Resource of 10.5 Mt @ 1.0% Li2O, without receiving any salary or payments from the Company since incorporation.

Argonaut Capital Limited has been appointed as financial advisor to the Company in respect of the Public Offer pursuant to the Lead Manager Mandate. The Company shall not pay Argonaut Capital Limited any fees in respect of this appointment. During the 24 months preceding lodgement of this Prospectus with the ASIC, Argonaut Capital Limited has not received fees from the Company for any other services.

Steinepreis Paganin has acted as the Australian legal advisers to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $65,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has not received fees from the Company for any other services.

10.8 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offer or of the Shares), the directors, any underwriters, persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

• (a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section;

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• (b) in light of the above, only 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 included in this Prospectus with the consent of that party as specified in this Section; and

• (c) has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Optiro Pty Ltd has given its written consent to being named as Independent Geologist in this Prospectus, the inclusion of the Independent Technical Assessment Report in Annexure A in the form and context in which the report is included.

PKF Perth has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Annexure C in the form and context in which the information and report is included.

PKF Perth has given its written consent to being named as auditor of the Company in this Prospectus and the inclusion of the audited financial information of the Company contained in the Investigating Accountants Report included in Annexure C to this Prospectus in the form and context in which it appears.

Steinepreis Paganin has given its written consent to being named as the Australian legal advisers to the Company in relation to the Offer in this Prospectus, and to the inclusion of the Solicitor’s Report on Tenements in Annexure B in the form and context in which the information and report is included.

Argonaut Securities Pty Ltd has given its written consent to being named as the Lead Manager to the Company in this Prospectus.

Argonaut Capital Limited has given its written consent to being named as the Financial Advisor to the Company in this Prospectus.

Greg Jones has given his written consent to be named as competent person in this Prospectus in relation to the Company’s mineral resource.

Jayson Meyers has given his written consent to be named as competent person in this Prospectus in relation to the Company’s exploration results.

Computershare Investor Services Pty Limited has given its written consent to being named as the share registry to the Company in this Prospectus.

10.9 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $896,000 for Minimum Subscription or $956,000 for Maximum Subscription and are expected to be applied towards the items set out in the table below:

Item of Expenditure	Minimum Subscription ($)	Maximum Subscription ($)
ASIC fees	3,206	3,206
ASX fees	83,832	84,929
Lead Manager Fees	590,000	650,000

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Item of Expenditure	Minimum Subscription ($)	Maximum Subscription ($)
Australian IPO Legal Fees	65,000	65,000
Independent Geologist’s Fees	29,000	29,000
Investigating Accountant’s Fees	10,000	10,000
Financial support, Investor Relations and Marketing	64,800	64,800
Prospectus Design and Printing	20,000	20,000
Miscellaneous	30,162	29,065
TOTAL	896,000	956,000

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11. 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.

---

Warrick Hazeldine Chairman For and on behalf of Global Lithium Resources Limited

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12. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

$ means an Australian dollar.

Application Form means the application form attached to or accompanying this Prospectus relating to the Offer.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the official listing rules of ASX.

BCI Exploration means BCI Exploration Pty Ltd (ACN 152 574 359).

Board means the board of directors as constituted from time to time.

Broker Option means an Option having the terms set out in Section 10.3.

Business Days means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

CHESS means the Clearing House Electronic Subregister System operated by ASX Settlement.

Closing Date means the closing date of the Offer as set out in the indicative timetable in the Key Offer Information Section (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Company or GLR means Global Lithium Resources Limited (ACN 626 093 150).

Conditions has the meaning set out in Section 4.7.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Exercise Period has the meaning given in Section 10.3.

Exercise Price has the meaning given in Section 10.3.

Expiry Date has the meaning given in Section 10.3.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act.

Financial Advisor means Argonaut Capital Limited (ACN 099 761 547) AFSL 221 476 .

Granted Exploration Licences means exploration licences E45/4309, E45/4328 and E45/4631.

JORC Code has the meaning given in the Important Notice Section.

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Lead Manager means Argonaut Securities Pty Ltd (ACN 108 330 650) AFSL 274 099.

Lead Manager Mandate means the mandate entered into with the Lead Manager and Financial Advisor dated 9 December 2020.

Maximum Subscription means the maximum amount to be raised under the Offer, being $10,000,000.

MBLP or Project means the Marble Bar Lithium Project as further described in Section 5.2.

Minimum Subscription means the minimum amount to be raised under the Offer, being $9,000,000.

Notice of Exercise has the meaning given in Section 10.3.

Offer means the offer of Shares pursuant to this Prospectus as set out in Section 4.1.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Performance Right means a performance right convertible into a Share on the terms set out in Section 10.4.

Prospectus means this prospectus.

Recommendations has the meaning set out in Section 8.8.

Section means a Section of this Prospectus.

Securities means Shares and Options.

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

Shareholder means a holder of Shares.

Tenements means the mining tenements (including applications) in which the Company has an interest as set out in Section 5.2 and further described in the Independent Technical Assessment Report at Annexure A and the Solicitor’s Tenement Report at Annexure B or any one of them as the context requires.

US means United States of America.

WST means Western Standard Time as observed in Perth, Western Australia.

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ANNEXURE A – INDE PENDENT TECHNICAL ASSESS MENT REPORT

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Global Lithium Resources Limited Independent Technical Assessment Report

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J_2646

Principal Author:

Jason Froud, BSc (Hons), Grad Dip (Fin Mkts) , MAIG

Principal Reviewer:

Christine Standing, BSc Hons , MSc , M AusIMM, MAIG

March 2021

Independent Technical Assessment Report

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Perth Office

Level 1, 16 Ord Street West Perth WA 6005

PO Box 1646 West Perth WA 6872 Australia

Tel: +61 8 9215 0000 Fax: +61 8 9215 0011

Doc Ref:

210317 GLR ITAR

Optiro Pty Limited ABN: 63 131 922 739 www.optiro.com

Number of copies:

Optiro: 1

Global Lithium Resources Limited: 1

Doc Ref: 210317 GLR ITAR Number of copies: Optiro: 1 Global Lithium Resources Limited: 1	Doc Ref: 210317 GLR ITAR Number of copies: Optiro: 1 Global Lithium Resources Limited: 1	Perth Office Level 1, 16 Ord Street West Perth WA 6005 PO Box 1646 West Perth WA 6872 Australia Tel: +61 8 9215 0000 Fax: +61 8 9215 0011 Optiro Pty Limited ABN: 63 131 922 739 www.optiro.com	Perth Office Level 1, 16 Ord Street West Perth WA 6005 PO Box 1646 West Perth WA 6872 Australia Tel: +61 8 9215 0000 Fax: +61 8 9215 0011 Optiro Pty Limited ABN: 63 131 922 739 www.optiro.com	Perth Office Level 1, 16 Ord Street West Perth WA 6005 PO Box 1646 West Perth WA 6872 Australia Tel: +61 8 9215 0000 Fax: +61 8 9215 0011 Optiro Pty Limited ABN: 63 131 922 739 www.optiro.com
Principal Authors:	Jason Froud BSc Hons, Grad Dip (Fin Mkts), MAIG		Signature:
			Date:	17 March 2021
Contributors:
Principal Reviewer:	Christine Standing BSc Hons, MSc (Min Econs), MAusIMM, MAIG		Signature:
			Date:	17 March 2021
Important Information: This Report is provided in accordance with the proposal by Optiro Pty Ltd (‘Optiro’) to Global Lithium Resources Limited and the terms of Optiro’s Consulting Services Agreement (‘the Agreement’). Optiro has consented to the use and publication of this Report by Global Lithium Resources Limited for the purposes set out in Optiro’s proposal and in accordance with the Agreement. Global Lithium Resources Limited may reproduce copies of this entire Report only for those purposes but may not and must not allow any other person to publish, copy or reproduce this Report in whole or in part without Optiro’s prior written consent. Optiro has used its reasonable endeavours to verify the accuracy and completeness of information provided to it by Global Lithium Resources Limited which it has relied in compiling the Report. We have no reason to believe that any of the information or explanations so supplied are false or that material information has been withheld. It is not the role of Optiro acting as an independent technical expert to perform any due diligence procedures on behalf of the Company. The Directors of the Global Lithium Resources Limited are responsible for conducting appropriate due diligence in relation to mineral projects. Optiro provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process. The opinion of Optiro is based on the market, economic and other conditions prevailing at the date of this report. Such conditions can change significantly over short periods of time. The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete. The terms of engagement are such that Optiro has no obligation to update this report for events occurring subsequent to the date of this report.

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Level 1, 16 Ord Street West Perth WA 6005 PO Box 1646 West Perth WA 6872 Australia

T: +61 8 9215 0000 F: + 61 8 9215 0011

1 March 2021

Our Ref: J_2646

The Directors, Global Lithium Resources Limited 8/7 The Esplanade Mt Pleasant WA 6153

Dear Sirs

INDEPENDENT TECHNICAL ASSESSMENT REPORT

At the request of Global Lithium Resources Limited (Global Lithium or the Company), Optiro has prepared an Independent Technical Assessment Report (Report) on the mineral assets held by Global Lithium. This Report has been prepared in accordance with the Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code, 2015), the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012) and additionally the Australian Securities and Investment Commission (ASIC) Regulatory Guides 111, 112 and 228.

This Report represents an independent assessment of the geology, exploration data, Mineral Resources and exploration potential of the mineral assets held by Global Lithium. It is Optiro’s understanding that this Report will be included in a Prospectus to be published by the Company in connection with its proposed admission of the shares in the Company to trading on the ASX. Optiro has been informed by Global Lithium that the principal purpose of the offering is to raise funds to primarily complete resource definition drilling, including infill and extensional drilling of the Company’s current Mineral Resource; and exploration drilling to test highly prospective areas defined by geochemical sampling and geological mapping.

The mineral assets of Global Lithium comprise the Marble Bar lithium project (Marble Bar project or the Project) which includes the recently discovered Archer deposit located approximately 1,300 km north-northeast of Perth and 150 km southeast of Port Hedland within the Pilbara region of Western Australia. The Project hosts defined lithium Mineral Resources which remain open along strike and down dip as well as good exploration potential to readily discover further lithium bearing pegmatites.

Global Lithium has provided to Optiro drilling and sampling data and other information generated by Global Lithium and its consultants. Optiro completed a site visit of the Marble Bar project from 18 to 19 February 2021 to establish reasonable grounds as to the soundness and conclusions of the data presented. Furthermore, Optiro has based its assessment of the Project on a review of the technical information compiled by Global Lithium and its consultants.

Based on Optiro’s assessment of Global Lithium’s mineral assets, it is our opinion that they are of value and contain the Mineral Resources and exploration potential as presented. Optiro has considered the expenditure schedules, studies and exploration programs outlined by Global Lithium and considers them to be reasonable and appropriate to progress the Project. However, all exploration projects are subject to risks from unforeseen future issues and events beyond the control of the company; in this sense, Global Lithium is no exception.

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Independent Technical Assessment Report

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Consent has been sought from Global Lithium and its representatives to include technical information and opinions expressed by Global Lithium. No other entities referred to in this Report have consented to the inclusion of any information or opinions and have only been referred to in the context of reporting any relevant activities.

Optiro has prepared this Report on the understanding that the mineral assets held by Global Lithium are currently in good legal standing and Optiro has not independently verified Global Lithium’s legal tenure over its tenements. Optiro is not qualified to make statements in this regard and has relied upon information provided by Global Lithium.

Optiro has endeavoured, by making reasonable enquiry of Global Lithium, to ensure that all material information in the possession of Global Lithium has been fully disclosed. However, Optiro has not carried out any type of audit of the records of Global Lithium to verify that all material documentation has been provided. A final draft version of this Report was provided to the Directors of Global Lithium, along with a request to confirm that there are no material errors or omissions in the Report and that the technical information and interpretations provided by them and reflected in the Report are factually accurate. Confirmation of these terms has been provided in writing and has been relied upon by Optiro. Optiro has based its findings upon information supplied up until 17 March 2021.

Optiro is an independent consulting and advisory organisation which provides a range of services related to the minerals industry including, in this case, independent geological services, but also resource evaluation, corporate advisory, mining engineering, mine design, scheduling, audit, due diligence and risk assessment assistance. Optiro declares that the author and reviewer of this Report have no material interest in Global Lithium, their associated entities or in the assets described in this Report. Optiro has charged Global Lithium a professional fee for services rendered, the quantum of which is unrelated to the outcome or the content of this Report.

Yours sincerely

OPTIRO PTY LTD

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J C Froud BSc(Hons), Grad Dip (Fin Mkts) MAIG Principal

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Christine Standing BSc Hons, MSc, MAusIMM, MAIG Principal

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TABLE OF CONTENTS

1.	EXECUTIVE SUMMARY ................................................................................ 1
1.1.	PURPOSE ............................................................................................................................... 1
1.2.	MARBLE BAR LITHIUM PROJECT ............................................................................................ 1
1.3.	EXPLORATION AND DEVELOPMENT POTENTIAL .................................................................... 1
2.	INTRODUCTION AND TERMS OF REFERENCE ............................................... 2
2.1.	TERMS OF REFERENCE........................................................................................................... 2
2.2.	VALIDATION OF TENURE ....................................................................................................... 4
2.3.	LEGISLATION AND PERMITTING ............................................................................................ 5
2.4.	RESPONSIBILITY FOR THE INDEPENDENT TECHNICAL REPORT ............................................... 7
3.	MARBLE BAR LITHIUM PROJECT .................................................................. 8
3.1.	INTRODUCTION..................................................................................................................... 8
3.2.	HISTORY ................................................................................................................................ 8
3.3.	GEOLOGY ............................................................................................................................ 10
3.3.1.	REGIONAL GEOLOGY ................................................................................................................ 10
3.3.2.	LOCAL GEOLOGY AND MINERALISATION ................................................................................. 11
3.4.	MINERAL RESOURCES ......................................................................................................... 12
3.4.1.	OPTIRO REVIEW OF MINERAL RESOURCES .............................................................................. 15
3.5.	EXPLORATION POTENTIAL .................................................................................................. 16
3.5.1.	LITHIUM .................................................................................................................................... 16
3.5.2.	GOLD ......................................................................................................................................... 17
4.	WORK PROGRAM ..................................................................................... 18
5.	DECLARATIONS BY OPTIRO ....................................................................... 19
5.1.	INDEPENDENCE ................................................................................................................... 19
5.2.	QUALIFICATIONS ................................................................................................................. 20
6.	REFERENCES ............................................................................................. 20
7.	GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS ............................ 21
TABLES
Table 1.1	Archer Mineral Resources reported above a cut-off grade of 0.6% Li2O (Jones and
	Cody, 2020) ................................................................................................................................. 1
Table 2.1	Global Lithium’s exploration tenure in Western Australia (source: Global Lithium,
	DMIRS) ........................................................................................................................................ 5
Table 3.1	Archer Mineral Resources reported above a cut-off grade of 0.6% Li2O (Jones and
	Cody, 2020) ............................................................................................................................... 15
Table 4.1	Proposed work program budget - A$9 M minimum raise (source: Global Lithium) ................ 19
Table 4.2	Proposed work program budget - A$10 M maximum raise (source: Global Lithium) .............. 19

FIGURES
Figure 2.1	Location of Global Lithium’s mineral projects (source: Global Lithium) .................................... 3
Figure 2.2	Global Lithium’s exploration tenure in Western Australia (source: Global Lithium) ................. 5
Figure 3.1	Regional geology of the North Pilbara Craton (source: Global Lithium) .................................. 10

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Figure	3.2	Current Exploration .................................................................................................................. 12
Figure	3.3	Archer Mineral Resource area, drill hole locations and access (source: Global
		Lithium) .................................................................................................................................... 14
Figure	3.4	Cross section at 7667120 mN (source: Global Lithium) ........................................................... 14
Figure	3.5	Cross section at 7667400 mN (source: Global Lithium) ........................................................... 15
Figure	3.6	Lithium soil geochemistry samples and anomalism with location of current drill
		holes (source: Global Lithium) .................................................................................................. 17
Figure	3.7	Gold prospects and rock chip samples (Source: Global Lithium) ............................................. 18

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1. EXECUTIVE SUMMARY

1.1. PURPOSE

At the request of Global Lithium Resources Limited (Global Lithium or the Company), an Independent Technical Assessment Report (Report) on the mineral assets held by Global Lithium has been prepared by Mr Jason Froud (Principal) and was reviewed by Mrs Christine Standing (Principal), of Optiro Pty Ltd (Optiro). This Report represents an independent assessment of the geology, exploration data, Mineral Resources and exploration potential of the various mineral assets held by the Company. It is our understanding that this Report will be included in the Prospectus to be published by the Company in connection with the proposed admission of its shares trading on the ASX. Optiro has been informed by Global Lithium that the principal purpose of the offering is to raise funds to complete resource definition drilling including infill and extensional drilling of the current Mineral Resource; and exploration drilling to test highly prospective areas defined by geochemical sampling and geological mapping as well as generating new targets using these methods.

The mineral assets of Global Lithium comprise the Marble Bar lithium project (Marble Bar project or the Project) including the Archer deposit located approximately 1,300 km north-northeast of Perth and 150 km southeast of Port Hedland within the Pilbara region of Western Australia.

1.2. MARBLE BAR LITHIUM PROJECT

The Marble Bar lithium project comprises three granted exploration licences covering approximately 150 km[2] and two exploration licence applications licences covering approximately 93 km[2] . Annual expenditure requirements on the granted licences total A$116,667 with a further A$22,425 for rent. All licences are 100% held by Global Lithium and no third party royalties are present.

During the 1980s, exploration was carried out for alluvial, eluvial, deep lead and pegmatite hosted tintantalum mineralisation which identified several targets to the east of the project area. A mining operation at the Moolyella tin-tantalum field to the south of the Project operated up until 1986. Recent exploration work in the northern portion of the Project focussed on gold mineralisation and was followed by extensive exploration work targeting lithium in the southern extents from 2018. Based on this work, the Archer lithium deposit was identified and a maiden Mineral Resource was estimated in June 2020 (Table 1.1).

Table 1.1 Archer Mineral Resources reported above a cut-off grade of 0.6% Li2O (Jones and Cody, 2020)

Classification	Million tonnes	Li2O %	Ta2O5 ppm	SnO2 ppm
Inferred	10.5	1.0	53	49
Total	10.5	1.0	53	49

1.3. EXPLORATION AND DEVELOPMENT POTENTIAL

Several of the spodumene (lithium) hosting pegmatites modelled within the Archer Mineral Resource remain open both along strike and down down dip. These areas are considered to be a high priority for drill testing and present low risk target to increase the Mineral Resource at the Archer deposit.

Furthermore, the Archer deposit sits within a >5 km long structural corridor that has only been adequately tested in the Mineral Resource area where the LCT pegmatites are outcropping. The Company has completed soil geochemical sampling across much of the southern extent of the Project area which has highlighted significant anomalism in areas of outcrop that warrants drill testing. Optiro notes that the initial drilling at the Archer deposit focussed on outcropping spodumene bearing pegmatites. This area presented an easy first exploration target and significant exploration upside

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exists in areas under transported regolith cover with little to no surface geochemical lithium anomalism.

A second and less obvious pegmatite target located just to the east exists beneath alluvial cover within the Brockman River area to the east of the Archer deposit. This target is potentially larger than the Archer deposit and is present as a structural corridor identified through aeromagnetic interpretation and geological reconnaissance to the east of the Archer deposit. Geological mapping has identified a 10 m wide lithium-caesium-tantalum (LCT) bearing pegmatite outcrop as an island in the Brockman River bed with thin pegmatite bands on the western edge of river. This corridor extends along the Brockman River from an area of significant alluvial tin workings (Moolyella tin-tantalum field) to the south to the intersection with the Talga River in the north.

2. INTRODUCTION AND TERMS OF REFERENCE

2.1. TERMS OF REFERENCE

At the request of the Company, an Independent Technical Assessment Report (Report) on the mineral assets of Global Lithium has been prepared by Optiro.

This Report represents an independent assessment of the geology, exploration data, Mineral Resources and exploration potential of the mineral assets. It is our understanding that this Report will be included in a Prospectus to be published by the Company in connection with the proposed admission to trading on the ASX. Optiro has been informed by Global Lithium that the principal purpose of the offering is to raise funds to complete further exploration including drilling of the known Archer deposit (previously referred to as the Sisters Ridge deposit) and targeting further discovery in the surrounding project areas.

Global Lithium was incorporated in Western Australia on 11 May 2018. Global Lithium is focused on lithium mineral exploration and development within Western Australia. The mineral assets of Global Lithium comprise the Marble Bar lithium project (Marble Bar project or the Project) located approximately 1,300 km north-northeast of Perth and 150 km southeast of Port Hedland within the Pilbara region of Western Australia (Figure 2.1).

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Figure 2.1 Location of Global Lithium’s mineral projects (source: Global Lithium)

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This report has been prepared by Mr Jason Froud (Principal) and was reviewed by Mrs Christine Standing (Principal) of Optiro. This report has been prepared in accordance with the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code, 2015), the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012) and the Australian Securities and Investment Commission (ASIC) Regulatory Guides 111, 112 and 228.

Mr Jason Froud and Mrs Christine Standing both meet the competency criteria as set out under Section 11 of the JORC Code, 2012 and Section 3.1 of the VALMIN Code, 2015. Mr Froud (MAIG) is the principal author and is responsible for this report. The information in this report that relates to Exploration Results is based on information compiled by Mr Froud, who is a Member of The Australian Institute of Geoscientists. Mr Froud is a Principal Consultant with Optiro Pty Ltd and has sufficient experience which is relevant to the style of mineralisation, type of deposit under consideration and to the activities being undertaken to qualify as a Competent Person as described by the JORC Code, 2012.

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Mr Froud consents to the inclusion in this Report of the matters based on his information in the form and context in which it appears.

The objectives of this Report are to provide an overview of the geological setting of Global Lithium’s mineral assets and the associated mineralisation, outline the recent and historical exploration work undertaken over the Project areas and comment on the current Mineral Resources and exploration potential of the Project area and the proposed future work programs.

Consent has been sought from Global Lithium’s representatives to include technical information and opinions expressed by them. No other entities referred to in this Report have consented to the inclusion of any information or opinions and have only been referred to in the context of reporting any relevant activities.

2.2. VALIDATION OF TENURE

Optiro has prepared this Report upon the understanding that the mineral licences held by Global Lithium are currently in good legal standing. Optiro has not independently verified Global Lithium’s legal tenure over its tenements and has relied on information provided by Global Lithium. Optiro understands that Global Lithium has engaged the law firm, Steinepreis Paganin, to review the Company’s tenement status and provide a report which is included elsewhere in Global Lithium’s Prospectus. Among other things, the report prepared by Steinepreis Paganin provides an opinion on Global Lithium’s mineral licences, material conditions, native title determinations and agreements.

Optiro is not qualified to provide a legal opinion on the status of the granted Project licences but has reviewed the Government of Western Australia, Department of Mines, Industry Regulation and Safety (DMIRS) licence permits and records and found them to be in good order. Accordingly, Optiro is satisfied that Global Lithium currently has good and valid title to the described granted licences required to explore and undertake project development on the Project areas in the manner proposed by the Company. Global Lithium has met or exceeded licence expenditure and met licence conditions, and therefore Optiro considers it likely that the licences will be renewed as and when required. Any future commercial exploitation of mineralisation will, however, require the grant of a Mining Lease.

Within Western Australia, Global Lithium holds three granted Exploration Licences covering 47 graticular blocks or approximately 150 km[2] (Table 2.1 and Figure 2.2). The Mining Amendment Act No. 22 of 1990 provides for Exploration Licences to have boundaries defined by lines of predetermined latitudes and longitudes. The land surface is divided by predetermined lines of latitude and longitude into regular units of land. These lines are known as graticules and the units of land created are called graticular sections. The basic graticular section under the legislation is one minute of latitude by one minute of longitude (a block). In the Project area (latitude of approximately 21°S), one graticular block is approximately 3.196 km[2] in area.

Furthermore, Global Lithium holds two Exploration Licence applications licences covering 29 graticular blocks or approximately 93 km[2] (Table 2.1 and Figure 2.2). Annual expenditure requirements on the granted licences totals A$116,667 with a further A$22,425 for rent.

All licences are 100% held by Global Lithium and no third party royalties are present.

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Table 2.1 Global Lithium’s exploration tenure in Western Australia (source: Global Lithium, DMIRS)

Licence	Register holder	Grant	Expiry	Area (blocks)	Rent	Expenditure commitment
E45/4309 E45/4328 E45/4631 E45/5812 E45/5843	Global Lithium Resources Ltd Global Lithium Resources Ltd Global Lithium Resources Ltd Global Lithium Resources Ltd Global Lithium Resources Ltd	9/2/2015 9/2/2015 15/7/2016 Application Application	8/2/2025 8/2/2025 14/7/2021 - -	34 1 12 12 17	$18,200 $325 $3,900 - -	$71,667 $15,000 $30,000 - -

Figure 2.2 Global Lithium’s exploration tenure in Western Australia (source: Global Lithium)

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2.3. LEGISLATION AND PERMITTING

All exploration and mining activity in Western Australia must be conducted under an authority from the DMIRS, the Western Australian State Government department responsible for mineral resources. The following information is of a general nature and has been sourced from the DMIRS website. There are seven different types of mining tenements prescribed under the Mining Act 1978:

• Prospecting Licences (Sections 40 to 56, PL)

• Special Prospecting Licences for Gold (Sections 56A, 70 and 85B)

• Exploration Licences (Sections 57 to 69E, EL)

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• Retention Licences (Sections 70A to 70M)

• Mining Leases (Sections 70O to 85A, ML)

• General Purpose Leases (Sections 86 to 90)

• Miscellaneous Licences (Sections 91 to 94, L).

Those categories of current or future relevance to the Global Lithium mineral assets are described below.

EXPLORATION LICENCE

On 28 June 1991, a graticular boundary (or block) system was introduced for Exploration Licences (one minute of latitude by one minute of longitude). The minimum size of an Exploration Licence is one block, and the maximum size is 70 blocks, except in areas not designated as mineralised areas, where the maximum size is 200 blocks. An Exploration Licence is not marked out and there is no limit to the number of licences a person or company may hold, but a security bond (A$5,000) is required in respect of each licence.

For licences applied for after 10 February 2006, the term is five years plus a possible extension of five years and further periods of two years thereafter, with 40% of the ground to be surrendered at the end of year six. The holder of an Exploration Licence may, in accordance with the licence conditions, extract or disturb up to 1,000 tonnes of material from the ground, which includes overburden. The Minister for Mines and Petroleum may approve extraction of larger tonnages. Prescribed minimum annual expenditure commitments and reporting requirements apply. The owner of the Exploration Licence must complete an annual Expenditure Report on the tenement, demonstrating that the minimum prescribed expenditure has been met.

The owner of the Exploration Licence has surface access rights but no excavation rights. Access from outside the tenement needs to be negotiated with the pastoral owner, where relevant. Prior to drilling or any ground-disturbing work, an application and approval of a Program of Work (PoW) is required. A PoW provides the right to carry out specified exploration (e.g., drilling or trenching) on the tenements applied for. Permitting needs to be obtained for any infrastructure.

MINING LEASES

The maximum area for a Mining Lease applied for before 10 February 2006 is 1,000 hectares. Beyond that, the area applied for relates to an identified orebody as well as an area for infrastructure requirements.

An application for a Mining Lease must be accompanied by one of the following:

• a Mining Proposal completed in accordance with the Mining Proposal Guidelines published by the department

• a statement of mining operations and a mineralisation report that has been prepared by a qualified person

• a statement of mining operations and a resource report that complies with the JORC Code.

There is no limit to the number of Mining Leases a person or company may hold. The term of a Mining Lease is 21 years and may be renewed for further terms. The lessee of a Mining Lease may work and mine the land, take and remove minerals, and do all the things necessary to effectually carry out mining operations in, on or under the land, subject to conditions of title. Prescribed minimum annual expenditure commitments and reporting requirements apply.

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MISCELLANEOUS LICENCES

There is no maximum area for a Miscellaneous Licence. A Miscellaneous Licence is for purposes such as a roads and pipelines, or other purposes as prescribed in Regulation 42B. There is no limit to the number of Miscellaneous Licences a person or company may hold. The term of a Miscellaneous Licence is 21 years and it may be renewed for further terms. A Miscellaneous Licence can be applied for over (and can ‘co-exist’ with) other mining tenements.

GENERAL PURPOSE LEASES

Unless granted special approval by the Minister for Mines and Petroleum a General Purpose Lease can only be a maximum of 10 hectares. A General Purpose Lease is for purposes such as operating machinery, depositing or treating tailings etc. A person or company may hold an unlimited number of General Purpose Leases. The term of a General Purpose Lease is 21 years, and it may be renewed for further terms. A General Purpose Lease application requires a statement accompanying the application to include either a development and construction proposal or a statement setting out specific intentions for the lease.

NATIVE TITLE

Native title rights and interests are those rights in relation to land or waters that are held by Aboriginal or Torres Strait Islander peoples under their traditional laws and customs, and which are recognised by the common law. Native title was first accepted into the common law of Australia by the High Court of Australia's decision in Mabo (No 2) in 1992.

Australian law recognises that, except where native title had been wholly extinguished by the historical grant of freehold, leasehold and other interests, native title exists where Aboriginal people have maintained a traditional connection to their land and waters substantially uninterrupted since sovereignty. The rights and interests vary from case to case but may include the right to live and camp in the area, conduct ceremonies, hunt and fish, build shelter, and visit places of cultural importance. Some native title holders may also have the right to control access.

Australian law also requires that native title approval be obtained before mining applications can commence.

All of the Project tenements are within the boundaries of native title claims (both registered and unregistered) and/or native title determinations. Registered native title claimants and holders of native title under the determinations are entitled to certain rights under the Future Act Provisions in respect of land in which native title may continue to subsist. Global Lithium may be liable to pay compensation to the determined native title holders for the impact of a tenement on native title. The amount of compensation will be determined in accordance with the Native Title Act, 1993 (NTA) and will be affected by the specific circumstances of each case.

Global Lithium has entered into Heritage Agreements over the granted Marble Bar project tenements with the Yamatji Maripa Aboriginal Corporation who represent the Njamal Claimant Group. No other Native Title agreements are in place.

Optiro is satisfied that all tenements are valid under the NTA. Global Lithium will, however, be required to negotiate and enter into new native title and heritage agreements with the native title holders as well as pay them compensation as required under the NTA.

2.4. RESPONSIBILITY FOR THE INDEPENDENT TECHNICAL REPORT

This report was prepared by Mr Jason Froud (Principal) and reviewed by Mrs Christine Standing (Principal), both of Optiro.

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This report has been prepared in accordance with the guidelines of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 Edition (the JORC Code) and the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code).

In developing its technical assumptions for the report, Optiro has relied upon information provided by Global Lithium and its consultants, as well as information obtained from other public sources. The material on which this report is based includes internal and open-file project documentation, technical reports, drill hole and other exploration databases. Global Lithium has provided to Optiro the drilling and sampling data and other information generated by Global Lithium, its consultants and by previous owners of the Project areas.

Optiro has independently reviewed all relevant technical and corporate information made available by the management of Global Lithium, which was accepted in good faith as being true, accurate and complete, having made due enquiry of Global Lithium. Optiro has additionally sourced publicly available information relative to Global Lithium’s mineral assets.

Optiro completed a site visit of the Marble Bar project from 18 to 19 February 2021 to establish reasonable grounds as to the soundness and conclusions of the data presented. Furthermore, Optiro has based its assessment of the Project on a review of the technical information compiled by Global Lithium and its consultants.

3. MARBLE BAR LITHIUM PROJECT

3.1. INTRODUCTION

The Marble Bar project area is located approximately 1,300 km north-northeast of Perth, 150 km southeast of Port Hedland and 15 km northeast of the town of Marble Bar within the Pilbara region of Western Australia (centred on 7,670,000 mS, 798,000 mE, GDA94/MGA zone 50K – see Figure 2.1).

Port Hedland is the second largest town in the Pilbara region with a population of over 14,000 and is the world’s largest bulk export port. In October 2020, the port achieved a monthly throughput of 47.2 Mt (47 Mt being iron ore exports). Other major resource activities supported by the town include offshore natural gas fields, salt, manganese and copper and lithium concentrates.

The Project area is accessed by the Marble Bar Road which bisects the main portion of the Project area and runs within 1 km of the Archer deposit. The Marble Bar Road is sealed from the Great Northern Highway in the north to Marble Bar and supports significant trucking of manganese ore from the east Pilbara region and the supply to local gold mines.

The area has a desert climate with very hot summers and warm winters. During December and January, temperatures in excess of 45 °C are common. Rainfall is erratic with most of the annual rainfall occurring during summer and is associated with tropical cyclone activity.

3.2. HISTORY

Mineral exploration over the Marble Bar project area has been undertaken for a number of commodities including gold, base metals, diamonds, tin and tantalum by various companies since the 1960s.

Cominco Exploration Pty Ltd (Cominco) explored the area for Witwatersrand style gold and uranium mineralisation during the late 1960s. Poor drilling results led Cominco to surrender the ground. From 1969 to 1973, Hawkstone Minerals explored for base metals adjacent to the Talga Talga gold prospect, where gossanous rock chip samples assaying as high as 2,295 ppm nickel were recorded.

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Endeavour Resources Limited (Endeavour) undertook exploration for alluvial, eluvial, deep lead and pegmatite hosted tin-tantalum mineralisation in the area between 1965 and 1985. From 1981 to 1982, Endeavour completed an 18 hole percussion drilling program to target four areas, previously identified from geological mapping, for tin-tantalum mineralisation at the Moolyella Tin Field to the southeast of the Project area. The drilling intersected numerous pegmatites with grades varying between 10 ppm to 6,750 ppm tin in cassiterite, as well as 4 ppm to 110 ppm niobium and 10 ppm to 120 ppm tantalum in columbite-tantalite.

The first mining operations of the Moolyella Tin Field at any significant scale occurred following the purchase of the mining tenement and a treatment plant by Endeavour in 1978. These mining operations continued until a drop in the tin price forced the operations to close in 1986. Minor alluvial tin had previously been mined at Moolyella as early as 1898.

In a 1989 report prepared for Viking Resources, a wholly owned subsidiary of Centamin Limited, exploration targets over nine prospects and five tailings areas were identified. The Dead Donkey Lead alluvial target was one of the areas identified by Viking and occurs partly along the southern margin of E45/4309.

Haoma Mining NL and joint venture partner De Beers explored the area for diamonds during the late 1990s to early 2000s. Initial work included evaluation of remote sensing and aeromagnetic data, BLEG and heavy mineral stream sediment sampling, with follow-up work including loam sampling, magnetic surveys and airborne or satellite image scanner surveys.

Montezuma Mining Company Limited (Montezuma) held the licences covering the current Marble Bar project area in 2006. Work by Montezuma included a small rock chip sampling program and the collection and assaying of over 2,000 soil geochemical samples. Montezuma defined some discrete >80 ppb gold anomalies in the northeast portion of E45/4309.

Lithex Resources Limited (Lithex) acquired the Project area in August 2010 and completed a geological mapping and rock chip sampling program, which was then followed up by auger sampling program and later a reverse circulation (RC) drilling program over the area of the Moolyella Tin Field to the southeast of the Project. Lithex relinquished the tenements in 2013.

In 2017, BCI Minerals Limited (BCIM) conducted a series of exploration programs within the Marble Bar project area, initially completing gold exploration activities in the northern region of the tenements. Detailed geological mapping, rock chip and soil sampling programs were completed which identified prospective gold bearing trends with a total strike length of 22 km exhibiting rock chip assay results of greater than 3 g/t gold. This work led to a small and shallow, 11 hole RC drilling program (for 796 m) in early 2018 which provided encouraging results.

BCIM also completed preliminary lithium exploration work during early to mid-2018. Initial and extensive soil geochemical sampling was conducted by BCIM at 400 m by 100 m spacing over the southern extents of tenement E45/4309, targeting an area immediately northwest of the Moolyella Monzogranite. Further infill soil sampling at 100 m by 100 m was then completed.

The geochemical sampling programs identified the Archer deposit area, leading to further geological mapping which identified multiple outcroppings of spodumene-bearing pegmatites with a general north-south strike orientation. A program consisting of 21 shallow RC drill holes (MBRC0012 to MBRC0032) was then conducted in late 2018 along four drill lines totalling 474 m. These drill lines targeted the geologically mapped spodumene-bearing pegmatites. Based on the promising lithium grades reported for the Archer deposit area, BCIM completed its sale of the Marble Bar tenements to Global Lithium in 2019.

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3.3. GEOLOGY

3.3.1. REGIONAL GEOLOGY

The Marble Bar project lies within the Archean North Pilbara Craton, which consists of large, domal, multiphase granitoid-gneiss complexes (such as the Mount Edgar Batholith) bounded by older (and younger) greenstone belts (Figure 3.1). The North Pilbara Craton is host to one of the world’s major lithium and tantalum provinces, including the Pilgangoora and Wodgina lithium deposits (Figure 3.1).

Four main granites are recognised within the Mt Edgar batholith: Callina (including the Homeward Bound Granite), Tambina (including Fig Tree Gneiss), Emu Pool (including Jenkin Granodiorite) and the Cleland and Split Rock Supersuite (which includes Moolyella Monzogranite). The Moolyella Monzogranite is the youngest granitic intrusion within the Mt Edgar batholith and is considered to be the source of the pegmatites hosting lithium, tantalum and tin mineralisation in the Project area. Similar aged granites to the Split Rock Supersuite are considered to be the source of pegmatites hosting the Pilgangoora and Wodgina lithium deposits.

Figure 3.1 Regional geology of the North Pilbara Craton (source: Global Lithium)

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3.3.2. LOCAL GEOLOGY AND MINERALISATION

The known intrusive spodumene-bearing pegmatites of the Archer deposit occur within a 1.5 km wide stretch of amphibolite of the North Star Basalt which is situated between the Homeward Bound Granite to the west and the Jenkin Granodiorite to the east (Figure 2.2). The source granite for the pegmatites is likely to be the Jenkin Granodiorite, however, the lithium, tin and tantalum mineralisation it is considered to be derived from the Moolyella Monzogranite which is located approximate 5 to 6 km to the southeast. The 5 to 6 km separation between the Moolyella Monzogranite and the mafic host rocks of the North Star Basalt is considered favourable to be within the typical zone of lithium enrichment.

Typically, the spodumene-bearing pegmatites exhibit a thicknesses of 1 to 10 m trending along a predominant north-south direction and are generally moderately dipping to the east (perpendicular to the amphibolite and granite units which dip to the west). The pegmatites are comprised of feldsparquartz-mica mineralogy and the spodumene occurs as disseminated tabular or bladed crystals exhibiting a distinctive grey to greenish, waxy to feathery appearance. Structurally, the western extent of the Archer deposit is bordered by a north-south trending fault which dips west at approximately 45°.

Opportunities exist to extend drilling along strike to the south, east and north as mineralisation remains open in these directions. This is also true with depth, with the deepest pegmatite intersection currently occurring between 191 m to 217 m. Whilst this pegmatite was only weakly mineralised, the intersection is notably thick (26 m) which may be an indicator of drilling getting close to the origin and should be further investigated during future drilling campaigns.

STRATIGRAPHY

Global Lithium has completed detailed geological mapping studies at the Archer deposit along with the geological assessment of down hole drilling intervals.

The Archer deposit is primarily comprised of west dipping metabasalt and metadolerite. These rocks are typically dark grey in colour, weakly foliated (although exhibiting intense foliation in thin shear zones), and weakly silicified amphibole-rich amphibolite and dolerite. The composition of this rock type ranges from quartz rich dolerite to high magnesium dolerite which may contain visible tremolite and actinolite.

There are two noted different stages of west dipping granite situated within the Archer deposit area. The initial microcline rich granite can be identified by its deep pink colour whilst the later silicified gneissic granodiorite by its grey colour. For both granites, the colour can vary as a result of differences in alteration, in particular silicification.

Also observed is a rock that is compositionally considered a diorite, as well as sporadic occurrences of porphyritic diorites and granodiorites. A fine to medium grained strongly siliceous aplite dyke has also been observed within the granodiorite suite within the Project area.

A number of different generations of pegmatite dykes have been identified at the Archer deposit and not all pegmatites identified within the Project area contain spodumene. One version of pegmatite is classified as a deep pink microcline, albite, quartz rich rock which has intruded into the microcline granite. Another version is white/yellow consisting of a siliceous albite, yellow feldspar, quartz composition occurring extensively as thin intrusions throughout the granodiorite suite and metadolerite rocks.

The most significant type of pegmatite observed to date is the silicified white quartz, albite, biotite, garnet, spodumene and muscovite which is lithium rich. The intrusive pegmatites coincide directly

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with fractures of the surrounding rock, particularly the granodiorite. This provides possible context as to why the trend, dip, and dip direction of the lithium rich pegmatites varies.

These lithium rich pegmatites are zoned and consist of areas compositionally dominated by white quartz. The spodumene in these lithium rich pegmatites is usually pale green but white or yellow spodumene is also noted. Spodumene is the only lithium mineral identified within the pegmatite so far and is considered to be a primary mineral rather than a secondary spodumene formed from petalite.

Figure 3.2 Current Exploration

Since 2019, Global Lithium has completed the compilation of historical and recently acquired soil and rock geochemical data sets, drilling data, geology mapping and open file aeromagnetic, radiometric and gravity survey data sets and completed a desktop review out on all of these data sets. Historical drill data was validated and compiled into a master drilling database and new drilling data acquired by Global Lithium was added to this database.

Geological reconnaissance was undertaken across interpreted pegmatites at the Archer deposit and across areas corresponding with soil geochemical sampling anomalies on E45/4309, and on E45/4328 for gold and base metals along the Talga Talga gold trend. A total of 1,222 new soil geochemical soil samples were collected by Global Lithium and analysed for multiple elements, including but not limited to, lithium, caesium and tantalum for target generation of lithium-tin-tantalum pegmatites across the Archer deposit area and extending to the north and south.

A total of 19 rock chip samples were collected for gold and base metal from two targets areas: a zinc soil geochemical anomaly located west-northwest of the Archer deposit on E45/4309, and along stratigraphic and structural trends interpreted aeromagnetic and radiometric data sets on E45/4328.

A high-resolution airborne magnetic, radiometric and digital terrain (AMAG) survey was flown over the southern portion of E45/4309 using 50 m spaced east-west survey lines for a total of 2,870 survey line kms to support lithium-tin-tantalum pegmatite, gold and base metal exploration programs over the southern portion of the Marble Bar project area.

A trial passive seismic HVSR (horizontal-to-vertical spectral ratio) transect was carried out over the Brockman River to determine thickness of young sedimentary cover deposits in the river bed covering potential lithium-tin-tantalum pegmatites. This trial survey consisted of 22 stations at 50 m spacing on an east-west survey line.

An archaeological and anthropological heritage survey was completed over the lithium-tin-tantalum pegmatite exploration targets identified from rock chip and soil geochemical sampling, field mapping, and aeromagnetic surveying to clear areas for two phases of RC drilling. The three phases of RC drilling were then undertaken to test for lithium-tin-tantalum pegmatites across the Archer deposit area and on a few regional exploration targets. A total 91 RC drillholes for 12,284 m were completed across the two phases of RC drilling.

3.4. MINERAL RESOURCES

In June 2020, IHC Robbins prepared a maiden Mineral Resource estimate for the Archer deposit. As part of this report, Optiro completed a review of the Mineral Resource model prepared by IHC Robbins to determine the reasonableness of the reported Mineral Resources. This included as review of the pegmatite interpretations and the resultant lithium oxide (Li2O %), tantalum pentoxide (Ta2O5 ppm) and tin oxide (SnO2 ppm) grade estimations.

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The resource model was developed by IHC Robbins using Datamine software. A topographic digital terrain model (DTM) model was developed from data captured during early 2020 by a high-resolution aerial magnetic survey and this DTM was used to constrain the resource model and to determine the drill hole collar elevations. The base of the resource model was constrained by a base of model surface developed from the elevations at the end of the downhole surveyed drill holes.

All assay samples were obtained by RC drilling techniques during the 2018, 2019 and 2020 drilling campaigns. The database used for the resource estimate contains data from 112 drill holes for a total of 12,758 m (Figure 3.3). Within the central area of the deposit the drill holes are at a spacing of approximately 60 m on drill sections spaced at approximately 80 m apart. The northern and southern areas of the deposit have sparse drilling, with holes spaced at around 50 m to 100 m on drill sections that are 120 m to 500 m apart. The average hole depth is approximately 110m.

Samples were taken at 1 m intervals and 5,358 were submitted for analysis. Samples were analysed by Jinning Testing & Inspection laboratory for lithium and twelve additional elements by fusion with ICP-OES (FUSZI scheme) and six elements by fusion with ICP-MS finish (FUSZM scheme). Umpire samples were analysed by ALS Global Perth laboratory. Quality control and quality assurance (QAQC) of the samples were monitored by the inclusion of field duplicates, blank samples and certified reference material (three different standards) that were inserted at industry standard rates. Results from the QAQC data (including laboratory duplicates and standard samples) indicates good levels of accuracy and precision, with no bias noted.

Three different generations of pegmatite have been identified at the Archer deposit (as described in Section 3.3.2), one of which is a lithium rich pegmatite. The lithium rich pegmatites are zoned and include zones compositionally dominated by white quartz. At this stage, the pegmatite interpretation and resource model have not included interpretation of the lithium rich cores within the pegmatites.

The wireframes and resulting block model have defined multiple zones of pegmatite (Figure 3.3, Figure 3.4 and Figure 3.5). The intrusive spodumene-bearing pegmatites of the Archer deposit occur within a narrow (1.5 km) stretch of amphibolite of the North Star Basalt which is situated between the Homeward Bound Granite to the west and the Jenkin Granodiorite to the east. The pegmatites strike north-south, dip at around 50° to the east and have been intersected by drilling over an area of 5.5 km along strike and 1 to 2 km east west. The pegmatites are typically between 1 m and 10 m thick and occur from surface to currently drilled depth of around 220 m.

An inverse distance squared technique was applied for grade estimation into parent block sizes of 12.5 mE by 25 mN on 1 m benches. Sub-celling to 3.125 mE by 6.25 mN by 0.2 mRL was used for volume resolution of the interpreted pegmatites. Search ellipsoid ranges were set to 150 m by 100 m by 10 m for the first pass. This was expanded by two for the second search pass and expanded to complete grade estimation for the third search pass. The search ellipsoids were oriented within the plane of the interpreted pegmatite veins.

An assumed average pegmatite density value of 2.7 t/m[3] was applied for tonnage estimation.

Optiro validated the resource model by examining cross-section and plan views of the drill hole data and the estimated block grades, generating validation plots for the Li2O, Ta2O5 and SnO2 data and block grades and examining global statistics. The visual validation indicated that the block grades correlate well with the input data and that grade extrapolation between the pegmatite veins is not evident. Validation plots indicate that there is good correlation between the input grades and the block grades. The block grades follow the trends present in the input data in the easting, northing and elevation validations although, as would be expected, the model grades are smoother than the input data, particularly in the elevation trend plots. The global statistics are acceptable given the wide spaced drilling and assigned Inferred classification.

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Figure 3.3 Archer Mineral Resource area, drill hole locations and access (source: Global Lithium)

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Figure 3.4 Cross section at 7667120 mN (source: Global Lithium)

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Figure 3.5 Cross section at 7667400 mN (source: Global Lithium)

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The Mineral Resource was classified as Inferred and reported in accordance with the guidelines of the 2012 version of the JORC Code. The resource classification considers a range of criteria including: geological continuity of the interpreted pegmatites; Li2O grade continuity determined from variogram analysis; data quality; and drill density and spatial configuration.

The Archer Mineral Resources reported above a cut-off grade of 0.6% Li2O by IHC Robbins are included in Table 3.1. Optiro reported the resources from the resource model and has replicated the tonnages and grades reported by IHC Robbins. The Mineral Resource is reported to contain an average of 1.2% Fe2O3, however, Optiro notes that the use of RC drilling and inclusion of samples containing mafic wall rock is likely to have introduced contamination and that the average Fe2O3 of the pegmatites may be overestimated.

Table 3.1 Archer Mineral Resources reported above a cut-off grade of 0.6% Li2O (Jones and Cody, 2020)

Classification	Million tonnes	Li2O %	**Ta2O5 ppm **	**SnO2 ppm **
Inferred	10.5	1.0	53	49
Total	10.5	1.0	53	49

The information in this report that relates to the Archer Mineral Resource estimation is based on information compiled by Mr Greg Jones and fairly represents this information. Mr Jones is a Fellow of the Australasian Institute of Mining and Metallurgy and a full-time employee of IHC Robbins. Mr Jones has confirmed that he has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the JORC Code. Mr Jones consents to the inclusion in this report of the matters based on this information in the form and context in which it appears.

3.4.1. OPTIRO REVIEW OF MINERAL RESOURCES

In Optiro’s opinion, the Mineral Resource model developed by IHC Robbins for the Archer deposit provides a reasonable global estimate of the currently defined Mineral Resources. Overall, Optiro considers the Mineral Resource classification of Inferred to be appropriate and reflects the grade accuracy that may be expected from the current drill spacing.

For future resource estimates, Optiro recommends that the lithium rich cores of the pegmatites are interpreted and included in the resource estimation process. Additional infill drilling data will be required to facilitate this. Global Lithium is intending to include diamond drilling in the next phase of

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exploration to twin drill selected RC holes, obtain density data, investigate wall rock contamination, investigate the orientation of the pegmatite veins and perform preliminary mineralogical and metallurgical testwork . Optiro notes that there is significant potential to expand the resource at depth and along strike.

3.5. EXPLORATION POTENTIAL

3.5.1. LITHIUM

Optiro notes that several spodumene hosting pegmatites modelled within the Archer Mineral Resource remain open and remain a high priority for drill testing. This is particularly apparent in review of Nb/Ta and other pathfinder element ratios which represent valuable geochemical and metallogenic markers for the magmatic–hydrothermal transition zone. The transition between magmatic fractionation and hydrothermal alteration plays a significant role in localising economically significant mineralisation within lithium-caesium-tantalum (LCT) pegmatites. Optiro’s review of the Archer mineralisation indicates that there is significant potential to increase the tonnage and possibly grade of the Mineral Resource, especially to the south and down dip.

Furthermore, the Archer deposit sits within a >5 km long structural corridor covering a prospective area of over 20 km[2] . The Company has taken a total of 1,267 soil samples across the Project area, which highlights the extent of this anomalism (Figure 3.6). Less than 10% of this identified prospective area has been tested by drilling.

Optiro notes that the initial drilling at the Archer deposit focussed on outcropping spodumene bearing pegmatites which displayed strong lithium anomalism from the soil geochemistry. This area was the easiest and most obvious exploration target and significant exploration upside exists in areas under transported regolith cover with little to no surface geochemical lithium anomalism.

A second and less obvious pegmatite target exists beneath alluvial cover within the Brockman River area to the east of the Archer deposit. This target is potentially larger than the Archer deposit and is present as a structural corridor identified through aeromagnetic interpretation and geological reconnaissance to the east of the Archer deposit. Geological mapping has identified a 10 m wide LCT pegmatite outcrop as an island in the Brockman River bed with thin pegmatite bands on the western edge of river. This corridor extends along the Brockman River from an area of significant alluvial tin workings (Moolyella tin/tantalum field) to the south and extending to the intersection with the Talga River in the north.

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Figure 3.6 Lithium soil geochemistry samples and anomalism with location of current drill holes (source: Global Lithium)

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3.5.2. GOLD

The Marble Bar area is historically a small but high-grade gold mining centre. Within the Marble Bar region, orogenic gold mineralisation is hosted in deformed greenstone rocks of the Warrawoona Supergroup which wrap around the Mt Edgar granite batholith. Rocks of the Warrawoona Supergroup are present in the north of the Project and largely surrounding the strike extent of Novo Resources Corp’s (Novo) Talga Talga gold prospect. The Warrawoona Supergroup also hosts Calidus Resources Ltd’s (Calidus) Warrawoona gold project located approximately 40 km to the south as well as the historical Comet and Marble Bar mines.

A number of gold nuggets have been found by prospectors over the years and rock chip sampling supports widespread, high grade gold mineralisation across the area. There are a number of old workings in the area including the historical Jubilee mine which reported total production 374.52 oz from 875.52 tonnes (at an average grade of 13.3 g/t gold). Despite this, the area remains largely underexplored with limited drill testing. The Company has identified a number of drill target including the Twin Veins – Joe Bore trend, Douglas Find, Murphy Well and Talga Talga North, but these are a secondary focus to the lithium potential of the area (Figure 3.7).

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Figure 3.7 Gold prospects and rock chip samples (Source: Global Lithium)

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4. WORK PROGRAM

Global Lithium has developed exploration budgets for a minimum subscription of $9 M and a maximum subscription of $10 M which are summarised in Table 4.1 and Table 4.2. The difference between the two work programs is largely reflected in an increase in the RC drilling metres and associated costs. The work program comprises:

• Targeting and approvals . Field mapping, rock chip sampling and assaying to assist identification of pegmatite locations for drilling. Complete drone photography and digital elevation survey to assist drilling planning and future resource modelling and project development. Undertake desktop studies to assess collected data and complete drill hole targeting, budgeting, planning and approvals to support the drilling program. Complete heritage clearances on new areas and consult with the community regarding these programs.

• • Diamond drilling. Complete a 600 m diamond program at the Archer deposit in year 1. Undertake metallurgical testing and analysis on the collected core.

• Mineral Resource RC drilling. RC drilling program and analysis over two years (3,000 m in both years 1 and 2) to infill and extend the existing Archer Mineral Resource and any other newly discovered resource areas.

• Exploration RC drilling. RC drilling and analysis over two years (4,500 m in year 1 and 3,000 m in year 2) targeting new zones of mineralisation based on the results of the targeting program above.

• Project support. Civil works to access drilling areas and rehabilitation of disturbed areas along with tenement administration and database management.

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• Resource modelling and technical studies. Allows for two Mineral Resource updates (post each major drilling campaign). Allowances included for geotechnical, preliminary engineering, preliminary mining and other studies.

• Owners costs. Includes Global Lithium Exploration Manager, site supervision and establishment of in-house geology function. Also includes costs relating to software, storage, tooling and one light vehicle.

• A 10% contingency has been allowed for on the costs of the work program.

Optiro has reviewed the proposed two-year budgets and they are considered appropriate and reasonable for the mineralisation styles within the Project and the stage of exploration. The proposed exploration budget for the minimum raising exceeds the minimum required expenditure commitment for the Project.

Table 4.1 Proposed work program budget - A$9 M minimum raise (source: Global Lithium)

Item	Year 1 (A$)	Year 2 (A$)	Total (A$)
Targeting and approvals Diamond drilling Mineral Resource RC drilling Exploration RC drilling Project support Resource modelling and technical studies Global Lithium direct exploration owners costs Contingency	$240,000 $295,000 $750,000 $1,125,000 $100,000 $40,000 $500,000 $217,000	$165,000 $0 $750,000 $750,000 $125,000 $225,000 $500,000 $218,000	$405,000 $295,000 $1,500,000 $1,875,000 $225,000 $265,000 $1,000,000 $435,000
Total	$3,267,000	$2,733,000	$6,000,000

Table 4.2 Proposed work program budget - A$10 M maximum raise (source: Global Lithium)

Item	Year 1 (A$)	Year 2 (A$)	Total (A$)
Targeting and approvals Diamond drilling Mineral Resource RC drilling Exploration RC drilling Project support Resource modelling and technical studies Global Lithium direct exploration owners costs Contingency	$255,000 $295,000 $875,000 $1,375,000 $100,000 $40,000 $500,000 $220,000	$180,000 $0 $1,000,000 $1,000,000 $140,000 $240,000 $500,000 $220,000	$255,000 $295,000 $875,000 $1,375,000 $100,000 $40,000 $500,000 $220,000
Total	$3,660,000	$3,280,000	$6,940,000

5. DECLARATIONS BY OPTIRO

5.1. INDEPENDENCE

Optiro is an independent consulting organisation which provides a range of services related to the minerals industry including, in this case, independent geological services, but also resource evaluation, corporate advisory, mining engineering, mine design, scheduling, audit, due diligence and risk assessment assistance. The principal office of Optiro is at 16 Ord Street, West Perth, Western Australia, and Optiro’s staff work on a variety of projects across a range of commodities worldwide.

This report has been prepared independently and in accordance with the VALMIN and JORC Codes and in compliance with ASIC Regulatory Guide 112. The author and reviewer do not hold any interest in Global Lithium, their associated parties, or in any of the mineral properties which are the subject of

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this report. Fees for the preparation of this report are charged at Optiro’s standard rates, whilst expenses are reimbursed at cost. Payment of fees and expenses is in no way contingent upon the conclusions drawn in this report. Optiro will charge Global Lithium fees of approximately A$29,000 for the preparation of this report. Optiro has not had any material prior association with either Global Lithium or the mineral assets being assessed.

5.2. QUALIFICATIONS

The principal person responsible for the preparation of this Report, and Competent Person, is Mr Jason Froud (Principal). This report was reviewed by Mrs Christine Standing (Principal). Both Mr Froud and Mrs Christine Standing are employed by Optiro.

Mr Jason Froud [BSc (Hons) Geology, Grad Dip (Fin Mkts), MAIG] is a geologist with over 25 years’ experience in mining geology, exploration, resource definition, mining feasibility studies, reconciliation, consulting and corporate roles in gold, iron ore, base metal and uranium deposits principally in Australia and Africa. Jason has previously acted as a Competent Person and Independent Expert across a range of commodities with expertise in mineral exploration, grade control, financial analysis, reconciliation and quality assurance and quality control.

Mrs Christine Standing [BSc (Hons) Geology, MSc (Min Econs), MAusIMM, MAIG] is a geologist with over 35 years’ worldwide experience in the mining industry. She has six years’ experience as an exploration geologist in Western Australia and over 30 years’ experience as a consultant specialising in resource estimation, reconciliation, project management and statutory and Competent Persons’ reporting on worldwide projects for a range of commodities. She has acted as a Qualified Person and Competent Person for gold, silver, copper, mineral sands, nickel, chromium, lithium and PGEs.

6. REFERENCES

Bradley, D.C., McCauley, A.D., and Stillings, L.M., 2017. Mineral-deposit model for lithium-cesiumtantalum pegmatites: U.S. Geological Survey Scientific Investigations Report.

Global Lithium Resources Pty Ltd. Various internal documents and presentations.

• Global Lithium Resources Pty Ltd, 2020. Combined Annual Group Report (C58/2015) for E45/4309, E45/4328 and E45/4631 for the Period 1 February 2019 to 31 January 2020.

• Jones, G. and Cody, S., 2020. JORC Technical Report. Marble Bar Lithium Project: Sisters Ridge Prospect, Mineral Resource Estimate. IHC Robbins, June 2020.

• JORC, 2012. The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. The Australasian Joint Ore Reserves Committee.

• Resource Potentials Pty Ltd, 2019. Marble Bar Project, WA. LCT Pegmatite Exploration Update. November 2019.

• VALMIN, 2015. Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code, 2015). VALMIN Committee.

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7. GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS

Term	Explanation
abbreviations	g/t – grams per tonne, km – kilometre, km2– square kilometre, kt – thousand tonnes, m – metre, m3– cubic metres, M – million, Ma – million years ago, Mt – million tonnes, oz – ounce, % - percentage, ppm –partsper million, ppb –partsper billion,t – tonnes.
chemical elements	Al - aluminium, Au – gold, Cs – caesium, Fe -iron, Li – lithium, Mg - magnesium Ni – nickel, Si – silica, Sn – Tin,Rb – Rubidium,Ta - tantalum.
alteration	A change in mineralogical composition of a rock through reactions with hydrothermal fluids, temperature orpressure changes.
amphibolite	A rock composed largelyof amphibole and other similar minerals
Archaean	Era of thegeological time scale within the Precambrian aeon containingrocksgreater than 2500 Ma.
basalt	A fine-grained igneous rock consistingmostlyofplagioclase feldspar andpyroxene.
bedrock	The solid rock lyingbeneath superficial material such asgravel or soil.
batholith	A large emplacement of igneous intrusive (also called plutonic) rock that forms from cooled magma deep in the earth's crust. Batholiths are almost always made of felsic or intermediate rock types such as granite.
BLEG	Bulk Leach Extractable Gold or BLEG, is a geochemical sampling/analysis tool used during exploration for gold. It was developed in the early 1980s to address concerns relating to accurately measuring fine grainedgold and dealingwithproblems associated with sample heterogeneity.
Cambrian	First geological period of the Palaeozoic Era. The Cambrian lasted from 541 Ma to the beginning of the Ordovician Period at 485 Ma.
complex	A unit of rocks composed of rocks of two or three metamorphic,igneous or sedimentaryrock types.
classification	A system for reportingMineral Resources and Ore Reserves accordingto a number of accepted Codes.
cut-offgrade	Thegrade that differentiates between mineralised material that is economic or not to mine.
diamond drilling	Drillingmethod whichproduces a cylindrical core of rock bydrillingwith a diamond tipped bit.
digital terrain survey	A technique for generating digital terrain models (DTM). DTMs are used widely in geographic information systems,and are the most common basis for digitally produced relief maps.
Exploration Target	A statement or estimate of the exploration potential of a mineral deposit in a defined geological setting where the statement or estimate, quoted as a range of tonnes and a range of grade (or quality), relates to mineralisation for which there has been insufficient exploration to estimate a Mineral Resource.
felsic	Silicate minerals, magmas, and rocks which are enriched in the lighter elements such as silica, oxygen, aluminium,sodium,andpotassium.
formation	A defined interval of strata,often comprisingsimilar rock types.
geophysical survey	A survey that measures the physical properties of rock formations, commonly magnetism, specific gravity,electrical conductivityand radioactivity.
gneiss	A common and widely distributed type of rock formed by high-grade regional metamorphic processes from pre-existing formations that were originally either igneous or sedimentary rocks. Gneissic rocks are coarselyfoliated and largelyrecrystallised.
gossanous (rocks)	Gossanous rocks are intensively oxidised and weathered and usually represent the upper and exposed part of an ore deposit or mineral vein. They are enriched in iron containing iron oxides such as goethite and limonite.
granite	A coarsegrained intrusive felsic igneous rock.
granitoid	A common and widelyoccurringtype of intrusive,felsic,igneous rock.
greenschist facies	Assemblage of minerals formed duringregional metamorphism.
greenstone belt	Greenstone belts are zones of variably metamorphosed mafic to ultramafic volcanic sequences with associated sedimentary rocks that occur within Archaean and Proterozoic cratons between granite and gneiss bodies.
Indicated Mineral Resource	‘An ‘Indicated Mineral Resource’ is that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuityto be assumed.’(JORC 2012)
ICP analysis	Inductively coupled plasma mass spectrometry (ICP-MS) and Inductively coupled plasma atomic emission spectroscopy (ICP-AES), are elemental analysis technologies capable of detecting most of the periodic table of elements at milligram to nanogram levelsper litre.
Inferred Mineral Resource	‘An ‘Inferred Mineral Resource’ is that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which maybe limited or of uncertainqualityand reliability.’(JORC 2012)
intercept	Mineralised intersection in a drill hole.
intrusive	A rock formed when magma cools slowlybelow the Earth's surface.

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Term	Explanation
inverse distance estimation	A method for interpolation, which assigns values to unknown points by using values from a set of known points. The value at the unknownpoint is a weighted sum of the values of the knownpoints.
JORC Code	The JORC Code provides minimum standards for public reporting to ensure that investors and their advisers have all the information they would reasonably require for forming a reliable opinion on the results and estimates beingreported. The current version is dated 2012.
mafic	Silicate minerals, magmas, and volcanic and intrusive igneous rocks that have relatively high concentrations of the heavier and darker minerals.
Measured Mineral Resource	‘A 'Measured Mineral Resource' is that part of a Mineral Resource for which quantity, grade (or quality), densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes, and is sufficient to confirm geological and grade (or quality) continuity between points of observation where data and samples aregathered.’(JORC 2012)
metamorphism	Alteration of the minerals, texture and composition of a rock caused by exposure to heat, pressure and chemical actions.
Mineral Resource	‘A ‘Mineral Resource’ is a concentration or occurrence of material of intrinsic economic interest in or on the Earth’s crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.’(JORC 2012)
mineralisation	Theprocess bywhich a mineral or minerals are introduced into a rock,resultingin a valuable deposit.
pegmatite	An igneous rock, formed by slow crystallisation at high temperature and pressure at depth, and exhibiting large interlockingcrystals usually greater than 2.5 cm.
Proterozoic	Era of the geological time scale within the Precambrian eon containing rocks of approximately 1,000 – 2,500 Ma.
quartz	Crystalline silica(SiO2).
reverse circulation(RC)	Drillingmethod that uses compressed air and a hammer bit toproduce rock chips.
sediments	Loose,unconsolidated deposit of debris that accumulates on the Earth’s surface.
silica	Most commonly quartz(SiO2).
silicification	Theprocess of bringingin silica into a non-siliceous rock.
spodumene	A lithium aluminium silicate mineral(LiAl(SiO3)2)and an ore of lithium.
stratigraphy	The studyof stratified rocks,their timing,characteristics and correlations in different locations.
strike	Geological measurement – the direction of bearingof beddingor structure in the horizontalplane.
volcanic	An igneous rock of volcanic origin.
vein	A tabular or sheet like bodyof one or more minerals deposited in openings of fissures, joints,or faults.
weathering	The process by which rocks are broken down and decomposed by the action of wind, rain, changes in temperature, plants and bacteria.
ultramafic	Igneous rocks with very low silica content (less than 45%), generally >18% MgO, high FeO, low potassium and are composed of usually greater than 90% mafic minerals.
VALMIN Code	The Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition. The VALMIN Code provides a set of fundamental principles (Competence, Materiality and Transparency), mandatory requirements and supporting recommendations accepted as representing good professional practice to assist in the preparation of relevant Public Reports on any Technical Assessment or Valuation of Mineral Assets. It is a companion to the JORC Code.

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Appendix A Marble Bar project drilling collars

Hole ID	Year	**Type **	East	North	RL	Total depth(m)	Azimuth	Dip
MBRC0012 MBRC0013 MBRC0014 MBRC0015 MBRC0016 MBRC0017 MBRC0018 MBRC0019 MBRC0020 MBRC0021 MBRC0022 MBRC0023 MBRC0024 MBRC0025 MBRC0026 MBRC0027 MBRC0028 MBRC0029 MBRC0030 MBRC0031 MBRC0033 MBRC0034 MBRC0035 MBRC0036 MBRC0037 MBRC0038 MBRC0039 MBRC0040 MBRC0041 MBRC0042 MBRC0043 MBRC0044 MBRC0045 MBRC0046 MBRC0047 MBRC0048 MBRC0049 MBRC0050 MBRC0051 MBRC0052 MBRC0053 MBRC0054 MBRC0055 MBRC0056 MBRC0057 MBRC0058 MBRC0059 MBRC0060 MBRC0061 MBRC0062 MBRC0063 MBRC0064 MBRC0065 MBRC0066 MBRC0067 MBRC0068 MBRC0069 MBRC0070 MBRC0071 MBRC0072 MBRC0073 MBRC0074 MBRC0075 MBRC0076 MBRC0077 MBRC0078 MBRC0079	2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2020 2019 2019 2019 2019 2019 2019 2019	RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC	796,194 796,193 796,200 796,118 796,131 796,141 796,154 796,162 796,112 796,119 796,120 796,183 796,184 796,150 796,146 796,404 796,396 796,407 796,580 796,571 796,122 796,172 796,232 796,160 796,116 796,135 796,160 796,185 796,210 796,235 796,232 796,564 796,638 796,505 796,562 796,610 796,435 796,511 795,936 796,432 796,622 796,425 796,278 796,344 796,395 796,240 796,277 796,340 796,401 796,500 796,560 796,280 796,339 796,498 796,554 796,616 796,453 796,508 796,301 796,498 796,541 796,618 796,641 796,237 796,242 795,771 795,812	7,667,024 7,667,024 7,667,023 7,667,027 7,667,028 7,667,027 7,667,032 7,667,025 7,666,907 7,666,907 7,666,908 7,666,904 7,666,903 7,666,906 7,666,907 7,666,420 7,666,419 7,666,421 7,666,785 7,666,782 7,667,033 7,667,030 7,667,030 7,667,074 7,667,127 7,667,124 7,667,122 7,667,124 7,667,120 7,667,122 7,666,905 7,666,783 7,666,779 7,666,891 7,666,893 7,666,890 7,666,700 7,666,703 7,666,543 7,666,422 7,666,701 7,666,322 7,667,128 7,667,128 7,667,124 7,667,212 7,667,051 7,667,054 7,667,057 7,667,053 7,667,047 7,666,931 7,666,933 7,666,964 7,666,968 7,666,970 7,667,127 7,667,126 7,667,207 7,667,215 7,667,287 7,667,569 7,667,770 7,667,612 7,667,401 7,664,604 7,664,603	177 178 175 182 181 181 179 179 181 181 181 178 177 180 181 178 178 179 174 175 182 178 174 177 180 178 177 176 175 174 174 175 173 172 172 172 178 175 173 177 175 175 172 170 171 173 173 171 169 170 172 174 171 172 171 171 168 166 171 167 166 163 163 167 169 182 181	21 33 21 15 25 27 19 18 13 14 13 21 20 27 26 27 19 40 26 20 100 160 154 106 70 52 64 94 106 130 178 52 100 52 118 76 90 94 110 94 146 52 154 136 82 202 160 190 226 190 124 154 190 70 58 124 136 88 128 222 118 82 100 202 148 100 112	90 90 270 270 270 270 270 270 270 270 90 90 270 270 90 270 270 90 270 270 273 274 274 272 273 278 271 272 272 272 272 272 272 272 272 272 272 272 272 272 272 272 269 273 273 273 276 274 272 273 273 277 275 274 274 274 274 273 274 274 273 275 276 273 268 272 272	-55 -55 -55 -55 -55 -55 -55 -55 -55 -55 -55 -55 -55 -55 -55 -55 -55 -55 -55 -55 -61 -61 -62 -60 -61 -61 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -61 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -61 -61 -60 -61 -60 -60 -60 -60 -61 -60 -60

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Hole ID	Year	**Type **	East	North	RL	Total depth(m)	Azimuth	Dip
MBRC0080 MBRC0081 MBRC0082 MBRC0083 MBRC0084 MBRC0085 MBRC0086 MBRC0087 MBRC0088 MBRC0089 MBRC0090 MBRC0091 MBRC0092 MBRC0093 MBRC0094 MBRC0095 MBRC0096 MBRC0097 MBRC0098 MBRC0099 MBRC0100 MBRC0101 MBRC0102 MBRC0103 MBRC0104 MBRC0105 MBRC0106 MBRC0107 MBRC0108 MBRC0109 MBRC0110 MBRC0111 MBRC0112 MBRC0113 MBRC0114 MBRC0115 MBRC0116 MBRC0117 MBRC0118 MBRC0119 MBRC0120 MBRC0121 MBRC0122 MBRC0123	2019 2019 2019 2019 2019 2019 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020	RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC	795,766 795,726 795,929 797,548 797,593 797,125 796,339 796,437 796,495 796,342 796,444 796,237 796,599 795,599 795,662 795,724 795,778 795,843 795,782 795,762 796,022 796,119 796,221 796,321 796,428 795,817 795,762 795,880 796,400 796,225 796,259 796,022 796,140 796,020 796,291 796,340 796,565 796,590 796,777 796,671 796,702 795,627 795,658 795,607	7,664,844 7,665,398 7,666,427 7,664,595 7,664,605 7,666,002 7,667,410 7,667,413 7,667,413 7,667,615 7,667,607 7,667,815 7,666,843 7,665,605 7,665,602 7,665,604 7,665,605 7,665,609 7,665,408 7,665,205 7,666,555 7,666,555 7,666,553 7,666,555 7,666,552 7,666,421 7,666,424 7,666,427 7,667,208 7,668,408 7,668,005 7,666,748 7,666,752 7,666,433 7,667,309 7,667,818 7,668,040 7,668,132 7,666,544 7,666,364 7,666,205 7,663,602 7,663,608 7,663,665	183 181 173 171 170 170 169 167 166 164 166 164 173 173 174 175 175 177 178 182 173 176 178 177 179 172 171 172 169 174 167 175 176 176 172 164 163 164 173 174 173 181 180 181	106 100 100 100 118 118 238 202 222 256 232 238 118 118 118 118 118 124 118 130 196 208 196 196 196 118 118 118 202 196 210 198 198 192 174 198 96 96 114 138 78 42 60 60	269 273 271 271 270 272 274 273 274 275 274 270 269 272 269 268 271 272 272 272 274 275 274 269 272 272 273 277 267 273 274 273 271 273 271 277 269 274 273 273 274 256 255 256	-60 -61 -60 -60 -60 -60 -59 -60 -61 -61 -60 -50 -60 -61 -61 -62 -60 -60 -61 -60 -61 -61 -60 -60 -60 -61 -61 -60 -60 -61 -60 -60 -61 -61 -60 -59 -60 -60 -61 -59 -60 -60 -60 -60

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Appendix B

Marble Bar project significant drilling results

Drill hole*	From (m)	To (m)	Interval (m)	Li (ppm)	Li2O (%)	SnO2 (ppm)	Ta2O5 (ppm)
MBRC0012 MBRC0012 MBRC0012 MBRC0014 MBRC0015 MBRC0016 MBRC0016 MBRC0017 MBRC0017 MBRC0017 MBRC0018 MBRC0018 MBRC0018 MBRC0019 MBRC0023 MBRC0024 MBRC0025 MBRC0027 MBRC0027 MBRC0028 MBRC0028 MBRC0028 MBRC0028 MBRC0029 MBRC0029 MBRC0029 MBRC0029 MBRC0030 MBRC0030 MBRC0030 MBRC0030 MBRC0031 MBRC0032 MBRC0033 MBRC0034 MBRC0034 MBRC0034 MBRC0035 MBRC0035 MBRC0035 MBRC0035 MBRC0035 MBRC0035 MBRC0037 MBRC0038 MBRC0038 MBRC0039 MBRC0039 MBRC0040 MBRC0040 MBRC0040 MBRC0040 MBRC0040 MBRC0040 MBRC0041 MBRC0041 MBRC0041 MBRC0042	1 3 13 7 3 4 13 3 14 23 0 11 13 9 14 0 22 9 17 0 2 5 7 6 8 15 22 1 3 6 13 5 15 9 20 31 36 30 38 43 66 86 89 4 11 29 29 37 1 6 10 56 58 64 22 31 39 42	2 12 17 16 5 8 14 4 15 24 3 12 14 12 15 5 23 12 18 1 4 6 8 7 9 16 23 2 4 12 17 6 24 12 23 32 41 37 41 44 68 88 93 5 13 30 32 42 4 7 13 57 59 65 28 38 41 47	1 9 4 9 2 4 1 1 1 1 3 1 1 3 1 5 1 3 1 1 2 1 1 1 1 1 1 1 1 6 4 1 9 3 3 1 5 7 3 1 2 2 4 1 2 1 3 5 3 1 3 1 1 1 6 7 2 5	3,007 5,234 8,647 7,794 7,979 10,208 3,071 5,134 7,793 10,038 5,328 5,344 3,075 7,275 7,879 5,747 3,399 4,497 4,613 4,098 4,499 6,545 3,091 3,070 5,362 3,122 3,108 3,944 3,328 8,197 5,223 3,718 7,683 5,834 5,645 5,980 5,855 9,161 3,670 3,998 3,914 7,599 10,826 2,817 5,084 7,030 6,604 5,952 4,362 2,877 6,639 4,120 6,573 4,601 8,634 5,680 4,524 7,865	0.65 1.13 1.86 1.68 1.72 2.19 0.66 1.1 1.68 2.16 1.15 1.15 0.66 1.56 1.69 1.24 0.73 0.97 0.99 0.88 0.97 1.41 0.66 0.66 1.15 0.67 0.67 0.85 0.72 1.76 1.12 0.8 1.65 1.26 1.22 1.29 1.26 1.97 0.79 0.86 0.84 1.64 2.33 0.61 1.09 1.51 1.42 1.28 0.94 0.62 1.43 0.89 1.42 0.99 1.86 1.22 0.97 1.69	127 70.56 127 84.67 190.5 79.38 63.5 381 127 63.5 169.33 63.5 127 254 63.5 88.9 127 148.17 127 381 698.5 63.5 63.5 635 635 1016 63.5 381 127 306.92 412.75 381 119.94 59.69 53.76 38.1 34.8 50.8 41.49 59.69 58.42 34.93 23.5 67.31 83.82 104.14 75.35 84.33 66.04 35.56 39.37 102.87 74.93 53.34 51.44 47.17 60.96 53.34	59.54 77.17 80.92 58.37 49.17 39.22 159.09 71.61 58.07 41.97 173.2 64.29 89.91 127.82 45.38 70.37 135.79 75.07 64.9 61.61 50.2 55.39 66 73.2 60.51 58.44 138.35 59.17 38.67 39.16 62.62 54.41 55.05 124.28 100.61 93.09 114.8 55.82 74.14 90.04 112.06 95.28 43.77 94.55 98.21 55.51 77.92 104.94 98.86 87.23 65.6 29.4 91.74 280.6 55.67 97.51 90.16 58.78

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Drill hole*	From (m)	To (m)	Interval (m)	Li (ppm)	Li2O (%)	SnO2 (ppm)	Ta2O5 (ppm)
MBRC0042 MBRC0042 MBRC0042 MBRC0042 MBRC0043 MBRC0044 MBRC0045 MBRC0045 MBRC0047 MBRC0047 MBRC0049 MBRC0049 MBRC0050 MBRC0051 MBRC0051 MBRC0051 MBRC0051 MBRC0051 MBRC0051 MBRC0055 MBRC0055 MBRC0055 MBRC0055 MBRC0055 MBRC0056 MBRC0058 MBRC0058 MBRC0059 MBRC0059 MBRC0059 MBRC0059 MBRC0059 MBRC0059 MBRC0062 MBRC0062 MBRC0063 MBRC0064 MBRC0067 MBRC0067 MBRC0067 MBRC0067 MBRC0069 MBRC0071 MBRC0071 MBRC0071 MBRC0071 MBRC0076 MBRC0076 MBRC0076 MBRC0077 MBRC0077 MBRC0077 MBRC0079 MBRC0079 MBRC0081 MBRC0081 MBRC0082 MBRC0082 MBRC0082 MBRC0082 MBRC0086 MBRC0086 MBRC0087	58 61 103 110 93 3 32 35 27 33 5 7 58 26 28 34 41 43 47 72 77 107 129 139 108 48 53 76 80 82 93 145 148 46 51 27 115 15 21 27 31 12 75 78 80 110 86 90 112 37 49 79 38 43 15 42 17 20 22 27 110 117 160	60 62 104 111 94 4 33 38 31 34 6 9 59 27 32 35 42 46 48 76 78 109 131 140 111 50 54 79 81 83 98 147 149 47 53 28 117 16 22 29 32 14 77 79 82 111 87 93 117 48 53 81 40 44 18 43 18 21 26 28 115 118 161	2 1 1 1 1 1 1 3 4 1 1 2 1 1 4 1 1 3 1 4 1 2 2 1 3 2 1 3 1 1 5 2 1 1 2 1 2 1 1 2 1 2 2 1 2 1 1 3 5 11 4 2 2 1 3 1 1 1 4 1 5 1 1	3,542 10,181 3,914 5,462 3,009 3,635 6,448 5,827 7,321 3,781 2,866 5,030 3,791 3,858 5,109 4,509 3,978 4,497 6,043 9,418 5,544 3,918 5,925 5,422 6,537 7,982 6,088 11,824 6,918 3,566 7,975 4,425 2,995 3,930 4,164 3,585 5,640 6,718 3,397 5,490 8,038 10,020 7,184 6,496 3,782 5,703 5,298 5,117 8,462 7,057 6,270 4,109 3,219 4,744 9,607 3,033 5,990 2,826 6,981 2,950 8,225 3,513 3,050	0.76 2.19 0.84 1.18 0.65 0.78 1.39 1.25 1.58 0.81 0.62 1.08 0.82 0.83 1.1 0.97 0.86 0.97 1.3 2.03 1.19 0.84 1.28 1.17 1.41 1.72 1.31 2.55 1.49 0.77 1.72 0.95 0.65 0.85 0.9 0.77 1.21 1.45 0.73 1.18 1.73 2.16 1.55 1.4 0.81 1.23 1.14 1.1 1.82 1.52 1.35 0.88 0.69 1.02 2.07 0.65 1.29 0.61 1.5 0.64 1.77 0.76 0.66	40.01 52.07 58.42 39.37 57.15 22.86 13.97 57.57 81.28 72.39 97.79 73.66 35.56 35.56 70.49 55.88 22.86 22.86 17.78 40.96 71.12 57.79 42.55 12.7 34.29 48.26 78.74 52.07 52.07 83.82 65.28 125.1 105.41 52.07 31.75 25.4 25.4 38.1 38.1 68.58 90.17 73.66 59.06 109.22 63.5 50.8 76.2 46.99 37.59 54.49 40.32 92.71 48.26 91.44 41.49 12.7 59.69 50.8 66.68 25.4 36.58 53.34 25.4	75.88 57.46 77.71 43.43 59.9 53.8 37.33 42.7 65 74.79 124.07 82.78 56.12 28.18 53.25 40.87 96.87 44.16 69.05 38.64 56.49 61.98 80.28 20.62 45.1 42.03 69.17 42.29 39.28 71.37 71.64 111.69 89.18 26.72 48.5 46.48 71.37 38.67 32.45 55.63 65.27 74.3 46.12 81.25 67.28 81.13 61.49 74.14 52.22 49.51 73.87 87.05 41.11 85.64 33.79 99.31 64.17 51.73 54.78 28.3 33.94 52.46 23.06

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Drill hole*	From (m)	To (m)	Interval (m)	Li (ppm)	Li2O (%)	SnO2 (ppm)	Ta2O5 (ppm)
MBRC0087 MBRC0087 MBRC0087 MBRC0091 MBRC0091 MBRC0091 MBRC0092 MBRC0092 MBRC0092 MBRC0099 MBRC0100 MBRC0104 MBRC0104 MBRC0104 MBRC0108 MBRC0108 MBRC0108 MBRC0111 MBRC0112 MBRC0113 MBRC0114 MBRC0114 MBRC0114 MBRC0114 MBRC0114 MBRC0114 MBRC0117 MBRC0117 MBRC0119 MBRC0119	162 164 170 110 115 122 30 36 38 23 109 42 145 150 125 130 144 63 19 66 64 73 75 103 105 109 22 42 58 72	163 167 173 114 118 124 32 37 40 28 113 45 148 151 129 133 147 65 21 70 72 74 78 104 107 110 23 43 60 73	1 3 3 4 3 2 2 1 2 5 4 3 3 1 4 3 3 2 2 4 8 1 3 1 2 1 1 1 2 1	6,941 11,422 5,212 8,695 7,738 4,081 5,613 5,231 3,078 5,918 6,138 4,872 5,655 3,446 7,767 9,824 5,592 5,006 3,983 5,145 8,199 5,879 6,705 7,499 7,696 6,115 8,913 5,855 8,165 4,617	1.49 2.46 1.12 1.87 1.67 0.88 1.21 1.13 0.66 1.27 1.32 1.05 1.22 0.74 1.67 2.12 1.2 1.08 0.86 1.11 1.77 1.27 1.44 1.62 1.66 1.32 1.92 1.26 1.76 0.99	168.91 30.06 48.68 50.17 71.54 99.7 81.28 46.99 25.4 17.78 78.42 57.15 98.64 67.31 28.58 25.4 74.08 25.4 64.77 41.28 79.69 63.5 102.87 50.8 44.45 12.7 25.4 88.9 25.4 25.4	209.11 31.39 113.18 38.8 52.13 84.06 61.67 45.63 68.14 70.08 82.17 49.25 64.33 56.24 56.24 21.92 65.84 21.23 58.13 74.24 65.45 58.19 82.63 50.39 74.79 54.53 32.94 88.45 49.53 42.21

• Only significant intercepts > 0.6% Li2O are included for practical reporting reasons.

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Appendix C JORC Code Table 1

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.	• Reverse circulation drilling was used as the primary drilling type for the Archer deposit. • RC cuttings were continuously sampled at 1 m intervals through all pegmatite intercepts including at least 2 m of waste above and below each intercept. • Historic drilling (BCIM) consisted of 21 RC drill holes for 474 m of drilling, and 4841 soil samples. • Recent drilling (GLR) consisted of 91 RC drill holes for 12,279 m of drilling, and 1,267 soil samples. • Drill samples were logged for recovery, moisture, lithology (+ %), mineralogy (+ %), weathering, • grainsize. RC samples were collected and placed in marked plastic bags which were places in bulka-bags and then transported to the assay laboratory. • Drill samples were jaw crushed and riffle split to 2 to 2.5 kg for pulverising to 80% passing 75 microns. Prepared samples are fused with sodium peroxide and digested in dilute hydrochloric acid. The resultant solution is analysed by ICP by Jinning • Testing and Inspection Laboratory in Perth. • The assay technique is considered to be robust as the method used offers total dissolution of the sample and is useful for mineral matrices that may resist acid digestions.
	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 (e.g. ‘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 (e.g. submarine nodules) may warrant disclosure of detailed information.
Drilling techniques	Drill type (e.g. core, reverse circulation, open-hole 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 and if so, by what method, etc.).	• Global Lithium 2019 program RC drilling was undertaken using 4.5-inch (140 mm) rods with a nominal 5.9-inch (150 mm) diameter hole. All RC drill holes were angled at -60 degrees, drilled to 270 (west). • Historic (BCIM) All RC drill holes were angled at -60 degrees drilled at 270 or 090 (some scissor holes).
Drill sample recovery	Method of recording and assessing core and chip sample recoveries and results assessed.	• Chip recovery for RC drilling was estimated. Chip recovery is very good through the mineralised zones and estimated to be greater than 80%. • RC drilling utilised an on-board compressor and auxiliary booster to keep samples dry and maximise recoveries (water was encountered in three of the holes drilled).
	Measures taken to maximise sample recovery and ensure representative nature of the samples.

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Criteria	JORC Code explanation	Commentary
	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.	• No relationship between grade and recovery has been identified.
Logging	Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.	• Geological logs exist for all drill holes with lithological codes via an established reference legend. • Logging and sampling has been carried out to industry standards to a level sufficient to support a Mineral Resource estimate. • Drill holes have been geologically logged in their entirety. Where logging was detailed, the subjective indications of spodumene content were estimated and recorded. • All drill holes are logged in full, from start to finish of the hole.
	Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography.
	The total length and percentage of the relevant intersections logged.
Sub-sampling techniques and sample preparation	If core, whether cut or sawn and whether quarter, half or all core taken.	• Not applicable for core as no diamond drilling has been undertaken. • Dry RC samples were collected at 1 m intervals and riffle or cone split on-site to produce a subsample less than 5 kg. • Sample preparation is according to industry standard, including oven drying, coarse crush, and pulverisation to 80% passing 75 microns. • Field duplicates, laboratory standards and laboratory repeats were used to monitor analyses. • Sample sizes are considered to be appropriate and correctly represent the style and type of mineralisation.
	If non-core, whether riffled, tube sampled, rotary split, etc. and 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.
Quality of assay data and laboratory tests	The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.	• The assay technique is considered to be robust as the method used offers total dissolution of the sample and is useful for mineral matrices that may resist acid digestions.
	For geophysical tools, spectrometers, handheld XRF instruments, etc., the parameters used in determining the analysis including instrument make

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Criteria	JORC Code explanation	Commentary
	and model, reading times, calibrations 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.
Verification of sampling and assaying	The verification of significant intersections by either independent or alternative company personnel.	• The 2019 drilling was supervised by Resource Potentials staff. • The Li assays show a marked correlation with the mineralised pegmatite intersections via elevated downhole grades. • No twin holes completed. • Drill logs exist for all holes as electronic files and hardcopy. Logging was completed on paper logs at time of drilling and electronically sent to Perth daily for data-entry to digital logs. • All digital logs are exported to an external Database Administrator, loaded to a database and validated prior to use. • No adjustments made to primary assay data.
	The use of twinned holes.
	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.
	Discuss any adjustment to 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.	• Prior to drilling, collar coordinates are situated using handheld GPS (considered accurate to within 4 m). • DGPS collar survey is planned to be completed post listing to improve accuracy. • Grid used is MGA 94 Zone 50. • DEM captured during early 2020 by high resolution aerial drone survey. This information was then developed into a DTM topographic surface within Studio RM. All drill collars were pressed to this DTM surface before geological interpretation and modelling taking place.
	Specification of the grid system used.
	Quality and adequacy of topographic control.
Data spacing and distribution	Data spacing for reporting of Exploration Results.	• First pass exploration drilling has not been drilled on a grid pattern, rather drilling has been conducted on targeted lines across geochemical anomalies and extension (+ infill) of previous drill lines. • Typical 400m x 50m grid. • Historic (BCIM) drilling undertaken was very close spaced (nominal 10 m apart) along 4 separate lines targeting outcrop and geochem anomalies. • Soil grid: 400 m x 100 m (majority), 200 m x 100 m (selected areas), 50 m x 50 m (small southern area). • No sample compositing applied.
	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
	Whether sample compositing has been applied.
Orientation of data in relation to geological structure	Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.	• Drilling has been angled to achieve the most representative (perpendicular) intersections through mineralisation (i.e. angled holes for moderately dipping bodies). • The exception is MBR0012 which was drilled down dip. • The identified target lithium bearing pegmatites are generally moderately dipping (30 to 50°) eastwards in nature. The true width of pegmatites is generally considered 80 to 90% of the intercept width, with minimal opportunity for sample bias.
	If the relationship between the drilling orientation and the orientation of key mineralised structures is

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Criteria	JORC Code explanation	Commentary
	considered to have introduced a sampling bias, this should be assessed and reported if material.
Sample security	The measures taken to ensure sample security.	• The drill samples are taken from the rig by experienced personnel, stored securely and transported to the laboratory bya registered courier and handed over bysignature.
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	• No audits have been undertaken to date.

SECTION 2 REPORTING OF EXPLORATION RESULTS

Criteria	JORC Code explanation	Commentary
Mineral tenement and land tenure status	Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. 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.	• The Marble Bar project lies entirely within exploration licences (EL 45/4309, EL 45/4328 and EL 45/4631) wholly owned by Global Lithium Resources. • The Archer lithium prospect is situated entirely within tenement EL 45/4309. • All tenure is wholly owned by Global Lithium Resources. • The portfolio of mineral tenements, comprising three granted exploration licences are in good standing.
Exploration done by other parties	Acknowledgment and appraisal of exploration by other parties.	• Refer to the body of report for detail on previous exploration.
Geology	Deposit type, geological setting and style of mineralisation.	• Refer to the body of report for detail on geology.
Drillhole Information	• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drillholes: • easting and northing of the drillhole collar • elevation or RL (elevation above sea level in metres) of the drillhole collar • dip and azimuth of the hole • down hole length and interception depth hole length.	• Provided in Appendices A and B above.

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Criteria	JORC Code explanation	Commentary
Data aggregation methods	• In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated.	• No cutting to intercept grades has been undertaken. • No aggregation of samples undertaken. • Assays are reported as pure elements such as Li, Ta, Nb and Sn and converted to oxides using atomic formulas.
Relationship between mineralisation widths and intercept lengths	• If the geometry of the mineralisation with respect to the drillhole angle is known, its nature should be reported. • 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’).	• All drilling is angled. • The lithium bearing pegmatites identified to date are generally moderately dipping (30 to 50°) eastwards in nature. The true width of pegmatites is generally 80 to 90% of the intercept width, with minimal opportunity for sample bias.
Diagrams	• Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views.	• Refer to body of report.
Balanced reporting	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	• All drill hole collars are reported in Appendix A. Only significant intercepts >0.6% Li2O are included for practical reporting reasons.
Other substantive exploration data	• Other exploration data, if meaningful and material, 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.	• Refer to the body of report for geological observations and discussion on geophysical and geochemical results.
Further work	• The nature and scale of planned further work (e.g. testsfor lateral extensions or depth extensions or	• Refer to body of report for details on planned drilling including diamond drilling.

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Criteria	JORC Code explanation	JORC Code explanation	Commentary
	large-scale step-out drilling).
SECTION 3 ESTIMATION AND REPORTING OF MINERAL RESOURCES
Criteria		JORC Code explanation	Commentary
Database integrity		Measures taken to ensure that data has not been corrupted by, for example, transcription or keying errors, between its initial collection and its use for Mineral Resource estimation purposes. Data validation procedures used.	• Exploration data was provided by the company to IHC Robbins in the form of a Microsoft Access Database and Microsoft CSV files. • Checks of data by visually inspecting on screen (to identify translation of samples). • Visual and statistical comparison was undertaken to check for validity of results. • Validation checks of the drill data include: o Assay comparison for out of range values. o Sample gaps. o Overlapping sample intervals. • Collar coordinate verification including collar elevations check against the topography generated from DEM captured duringearly2020 byhigh resolution aerial drone survey.
Site visits		Comment on any site visits undertaken by the Competent Person and the outcome of those visits. If no site visits have been undertaken indicate why this is the case	• Consecutive site visits and programme supervision undertaken by Resource Potentials, typically Principal Consulting Geologist for Resource Potentials. • Site visit completed by Optiro in February 2021.
Geological interpretation		Confidence in (or conversely, the uncertainty of) the geological interpretation of the mineral deposit. Nature of the data used and of any assumptions made. The effect, if any, of alternative interpretations on Mineral Resource estimation. The use of geology in guiding and controlling Mineral Resource estimation. The factors affecting continuity both of grade and geology.	• The geological interpretation was undertaken by IHC Robbins in conjunction with Resource Potentials using field observations (i.e extensive geological mapping), down hole geological logs, assays, and geochemistry data. • The lithium grades were particularly useful in identifying and separating the individual pegmatite intrusions and the overall trends along strike. • The data spacing for the project is considered sufficient for grade and mineralogical continuity. • One primary mineralised domain (pegmatite, i.e zone 2), a background domain and basement domain were identified and used as constraints for the Mineral Resource estimation. • Enclosed wireframes were used to develop the pegmatite domain (zone 2). Enclosed wireframes were used as it is considered the most effective way to constrain grade, particularly between individual pegmatites. These enclosed wireframes were vetted for crossovers and open edges to make sure the most accurate representation of grade was • ensured for the model build process. A fill down process using wireframe DTM’s wase used to develop both the background material (zone 1) which consists mostly of amphibolite and granite and the basement material (zone • 200). • The grade and mineralogy continuity remains relatively consistent along strike for the individual pegmatites, exhibiting a possible gentle downward trend to the north. The western pegmatite show a northwest – southeast trend whilst the eastern pegmatite show a north to northeast, southwest trend (particularly in the known northern region). Deviation in trend regarding pegmatite morphology is not yet clearly defined and may be attributed to localisedgeological faults in the area.

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Criteria	JORC Code explanation	Commentary
Dimensions	The extent and variability of the Mineral Resource expressed as length (along strike or otherwise), plan width, and depth below surface to the upper and lower limits of the Mineral Resource.	• The deposit from the most northerly defined point to the most southerly defined point is approximately 5.5 km along strike. It is approximately 1 to 2 km east – west across strike. • The average thickness of the pegmatite varies considerably and is typically between 1 m to 10 m in thickness. The pegmatites have been defined to an approximate average depth of 112 m. The true depth of pegmatite is yet to be defined and requires additional deepdrilling.
Estimation and modelling techniques	The nature and appropriateness of the estimation technique(s) applied and key assumptions, including treatment of extreme grade values, domaining, interpolation parameters and maximum distance of extrapolation from data points. If a computer assisted estimation method was chosen include a description of computer software and parameters used. The availability of check estimates, previous estimates and/or mine production records and whether the Mineral Resource estimate takes appropriate account of such data. The assumptions made regarding recovery of by- products. Estimation of deleterious elements or other non- grade variables of economic significance (eg sulphur for acid mine drainage characterisation). In the case of block model interpolation, the block size in relation to the average sample spacing and the search employed. Any assumptions behind modelling of selective mining units. Any assumptions about correlation between variables. Description of how the geological interpretation was used to control the resource estimates. Discussion of basis for using or not using grade cutting or capping. The process of validation, the checking process used, the comparison of model data to drill hole data, and use of reconciliation data if available.	• The Archer deposit Mineral Resource estimation was undertaken using Datamine Studio RM software. • Inverse Distance Weighting (IDW) squared was used to interpolate assay grades from the drill hole file. Ordinary Kriging (OK) was also utilised as a comparative measure which resulted within an acceptable range for this stage of the project. • This is a maiden JORC 2012 Mineral Resource estimate for the Archer deposit. • No mine production records recorded as at exploration stage. • No assumptions have been made regarding recovery of by-products. • The parent cell size used in the grade interpolation is typically half the average drill hole spacing on the X and Y axes, however due to the morphology of the pegmatite (i.e thickness and dip angle) it was deemed appropriate to select a smaller parent cell size to provide greater resolution of grade. • The parent cell size for this resource estimate was 12.5 m by 25 m by 1 m in the X,Y, and Z axes. • No assumptions have been made regarding modelling of selected mining units. • No assumptions have been made about correlation behind variables. • Validation was undertaken by use of swathe plots, population distribution analysis and visual inspection. • The geological zones were used to control the resource estimates.

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Criteria	JORC Code explanation	Commentary
Moisture	Whether the tonnages are estimated on a dry basis or with natural moisture, and the method of determination of the moisture content.	• The resource estimate has been completed on a dry tonnes basis.
Cut-off parameters	The basis of the adopted cut-off grade(s) or quality parameters applied.	• The cut-off grade has been chosen to be 0.6% Li2O. This cut-off grade was chosen after statistical analysis (i.e grade tonnage curves) of the data involved using Snowden’s Supervisor software to provide clarity regarding an appropriate cut-offgrade.
Mining factors or assumptions	Assumptions made regarding possible mining methods, minimum mining dimensions and internal (or, if applicable, external) mining dilution. It is always necessary as part of the process of determining reasonable prospects for eventual economic extraction to consider potential mining methods, but the assumptions made regarding mining methods and parameters when estimating Mineral Resources may not always be rigorous. Where this is the case, this should be reported with an explanation of the basis of the mining assumptions made.	• No specific mining method is assumed other than potentially open pit mining methods. To this end, no minimum thickness was assumed for the reporting of the mineral resource.
Metallurgical factors or assumptions	The basis for assumptions or predictions regarding metallurgical amenability. It is always necessary as part of the process of determining reasonable prospects for eventual economic extraction to consider potential metallurgical methods, but the assumptions regarding metallurgical treatment processes and parameters made when reporting Mineral Resources may not always be rigorous. Where this is the case, this should be reported with an explanation of the basis of the metallurgical assumptions made.	• The material targeted for extraction predominantly comprises the mineral spodumene. No specific detail and assumptions have been applied in the estimation for the current Mineral Resource and only allow for preliminary commentary with no detailed chemistry or sizing of mineral species. Further metallurgical testwork is required following the planned completion of diamond drilling.
Environmental factors or assumptions	Assumptions made regarding possible waste and process residue disposal options. It is always necessary as part of the process of determining reasonable prospects for eventual economic extraction to consider the potential environmental impacts of the mining and processing operation. While at this stage the determination of potential environmental impacts, particularly for a greenfieldsproject, may not always be well	• No assumptions have been made regarding waste products at this stage of exploration, however it is reasonable to assume the creation and storage of waste products on site will not be of great concern for future mining activities.

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Criteria	JORC Code explanation	Commentary
	advanced, the status of early consideration of these potential environmental impacts should be reported. Where these aspects have not been considered this should be reported with an explanation of the environmental assumptions made.
Bulk density	Whether assumed or determined. If assumed, the basis for the assumptions. If determined, the method used, whether wet or dry, the frequency of the measurements, the nature, size and representativeness of the samples. The bulk density for bulk material must have been measured by methods that adequately account for void spaces (vugs, porosity, etc), moisture and differences between rock and alteration zones within the deposit. Discuss assumptions for bulk density estimates used in the evaluation process of the different materials.	• A specific gravity was applied to the model using an assumed average pegmatite SG value 2.7. This is considered adequate for the stage of project development. • It is recommended that future studies include investigations to determine an appropriate SG value to convert volume to tonnes for the pegmatite.
Classification	The basis for the classification of the Mineral Resources into varying confidence categories. Whether appropriate account has been taken of all relevant factors (i.e. relative confidence in tonnage/grade estimations, reliability of input data, confidence in continuity of geology and metal values, quality, quantity and distribution of the data). Whether the result appropriately reflects the Competent Person’s view of the deposit.	• The Mineral Resource classification for the Archer deposit was based on the following criteria: drill hole spacing, appropriate grade constraints and domain controlled variography. • The classification of the Inferred Resource was supported by all of the supporting criteria. • As the Competent Person, IHC Robbins Principal Greg Jones considers that the result appropriately reflects a reasonable view of the deposit categorisation.
Audits or reviews	The results of any audits or reviews of Mineral Resource estimates.	• No recent audits or reviews of the Mineral Resource estimate has been undertaken at this point in time. This is considered reasonable for the stage of project development.
Discussion of relative accuracy/ confidence	Where appropriate a statement of the relative accuracy and confidence level in the Mineral Resource estimate using an approach or procedure deemed appropriate by the Competent Person. For example, the application of statistical or geostatisticalprocedures toquantify the relative	• Variography was utilised to determine the drill hole support of the selected JORC classification. • Validation of the model vs drill hole grades by direct observation and comparison of the results on screen. • The resource statement is a global estimate for the entire known extent of the Archer deposit within the tenement area.

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Criteria	JORC Code explanation	Commentary
	accuracy of the resource within stated confidence limits, or, if such an approach is not deemed appropriate, a qualitative discussion of the factors that could affect the relative accuracy and confidence of the estimate. The statement should specify whether it relates to global or local estimates, and, if local, state the relevant tonnages, which should be relevant to technical and economic evaluation. Documentation should include assumptions made and the procedures used. These statements of relative accuracy and confidence of the estimate should be compared with production data, where available.

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ANNEXURE B – SOLICITOR’S REPORT ON TENEMENTS

103

5368-01/2639337_2

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19 March 2021

Your Ref: Our Ref: RCS:ECS:5368-01 Contact: Roger Steinepreis Partner roger@steinpag.com.au

The Board of Directors Global Lithium Resources Limited Level 4, 35-37 Havelock Street WEST PERTH WA 6005

Dear Sirs

SOLICITOR’S REPORT ON TENEMENTS

This Report is prepared for inclusion in a prospectus for the initial public offer by Global Lithium Resources Limited (ACN 626 093 150) ( Company ) of 45,000,000 shares in the capital of the Company ( Shares ) at an issue price of $0.20 cents per Share to raise $9,000,000, with the ability to accept oversubscriptions of up to $1,000,000 (5,000,000 Shares at an issue price of $0.20 per Share) ( Prospectus ).

1. SCOPE

We have been requested to report on certain mining tenements in which the Company has an interest (the Tenements ). Details of the Tenements are set out in Part I of this Report.

This Report is limited to the Searches (as defined below) set out in Section 2 of this Report.

2.

SEARCHES

For the purposes of this Report, we have conducted searches and made enquiries in respect of all of the Tenements as follows ( Searches ):

• (a) we have obtained mining tenement register searches of the Tenements from the registers maintained by the Western Australian Department of Mines, Industry Regulation and Safety ( DMIRS ) ( Tenement Searches ). These searches were conducted on 2 February 2021 and updated searches were

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conducted on 19 March 2021. Key details on the status of the Tenements are set out in Part I of this Report;

• (b) we have obtained results of searches of the schedule of native title applications, register of native title claims, national native title register, register of indigenous land use agreements and national land use agreements as maintained by the National Native Title Tribunal ( NNTT ) for any native title claims (registered or unregistered), native title determinations and indigenous land use agreements ( ILUAs ) that overlap or apply to the Tenements. This material was obtained on 3 February 2021. Details of any native title claims (registered or unregistered), native title determinations and ILUAs are set out in Section 7 of this Report;

• (c) we have obtained searches from the online Aboriginal Heritage Inquiry System maintained by the Department of Planning, Lands and Heritage ( DPLH ) for any Aboriginal sites registered on the Western Australian Register of Aboriginal sites over the Tenements ( Heritage Searches ). These searches were conducted on 2 February 2021. As set out in Section 6 of this Report, the Heritage Searches indicated did not show any registered Aboriginal Sites on the Tenements;

• (d) we have obtained quick appraisal user searches of Tengraph which is maintained by the DMIRS to obtain details of features or interests affecting the Tenements ( Tengraph Searches ). These searches were conducted on 2 February 2021. Details of any material issues identified from the Tengraph Searches are set out in the notes to Part 1 of this Report; and

• (e) we have reviewed all material agreements relating to the Tenements provided to us or registered as dealings against the Tenements as at the date of the Tenement Searches and have summarised the material terms (details of which are set out in Section 8 of this Report and Section 9 (Material Contracts) of the Prospectus).

3.

OPINION

As a result of our Searches, but subject to the assumptions and qualifications set out in this Report, we are of the view that, as at the date of the relevant Searches this Report provides an accurate statement as to:

• (a) the Company’s interest in the Tenements;

• (b) the validity and good standing of the Tenements; and

• (c) third party interests, including encumbrances in relation to the Tenements.

4. EXECUTIVE SUMMARY

Subject to the qualifications and assumptions in this Report, we consider the following to be material information and issues in relation to the Tenements:

(a) Company’s interest in the Tenements

The Tenements comprise three granted exploration licences ( Granted Exploration Licences ) and two exploration licence applications ( Applications ).

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The Granted Exploration Licences were acquired by the Company from BCI Exploration Pty Ltd (previously named Metal Holdings Pty Ltd) (ACN 152 574 359) ( BCI Exploration ) on 21 August 2019 pursuant to a sale and purchase agreement between BCI Exploration and the Company dated 20 May 2019 ( Sale Agreement ). Pursuant to the terms of the Sale Agreement, the Company must pay BCI Exploration deferred consideration upon the satisfaction of certain milestones in relation to these Tenements. Further information on these payments is set out in Section 8.2 of this Report and Section 9 of the Prospectus.

The Applications were applied for by the Company.

(b) Applications for Tenements

Two of the Tenements are applications and have not yet been granted. The grant of the Applications is therefore not guaranteed and the Applications will need to satisfy the Future Act Provisions to be valid under the NTA.

(c) Caveats

The Granted Exploration Licences are encumbered by three separate consent caveats (together, the Consent Caveats ) lodged by BCI Exploration. Further details of the Consent Caveats are set out in 8.2 of this Report.

The Consent Caveats prevent the transfer or surrender of the Granted Exploration Licences without the prior consent of BCI Exploration.

(d) Renewal of Tenement

E45/4631 expires on 14 July 2021. The Company will need to lodge an application for renewal of this Tenement. If the Minister is satisfied that a prescribed ground for extension exists, the Minister may extend the term by a period of five years. We are not aware of any reason why the Minister would decline to renew this Tenement.

(e) Native title and Aboriginal Heritage

All of the Tenements are within the external boundaries of one native title determination. Further information about the native title determination and the implications of native title for the Tenements is set out in Section 7 and Part I of this Report.

There are no registered heritage sites within the boundaries of the Tenements, however the Granted Exploration Licences are subject to aboriginal heritage agreements with the native title claimant party ( Heritage Agreements ). Further information about the implications of aboriginal heritage for the Tenements and the Heritage Agreements are set out in Section 6 and Part I of this Report.

(f) Encroachment by Water Tenement

One of the Granted Exploration Licences (E45/4309) is encroached by an application for a miscellaneous licence (L45/584) ( Water Tenement ) made by a third party, namely Keras (Pilbara) Gold Pty Ltd (ACN 169 795 037)

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( Keras ). The Company has consented to the grant of the Water Tenement and other approvals to Keras pursuant to a water access compensation agreement between the Company and Keras. Further details of the Water Tenement and the water access compensation agreement are set out in Section 10 of this Report and Section 9 (Material Contracts) of the Prospectus.

(g) Crown Land, pastoral leases and Crown reserves

The Tenements overlap Crown Land, pastoral leases and Crown reserves. The Mining Act imposes prohibitions on prospecting, exploration and mining activities and restrictions on access to certain parts of mining tenements that overlap Crown land without the prior agreement of the occupier which commonly involves the tenement holder paying compensation to the occupier of the Crown land. Conditions may apply in respect of areas the subject of reserves and this land type may have implications for access, activities, and future development. Further details are provided in Section 9.3 of this Report.

5. DESCRIPTION OF THE TENEMENTS

The Tenements comprise three registered exploration licences, and two pending exploration licences applied for, under the Mining Act 1978 (WA) ( Mining Act ). The Tenement Schedule in Part I of this Report provides a list of the Tenements. This section of the Report provides a description of the nature and key terms of exploration licences (being the relevant type of mining tenement for the purposes of this Report) as set out in the Mining Act and potential successor tenements.

5.1 Exploration Licence

(a) Rights

The holder of an exploration licence is entitled to enter the land for the purpose of exploration for minerals with employees and contractors and such vehicles, machinery and equipment as may be necessary or expedient.

(b) Term

An exploration licence has a term of 5 years from the date of grant. The Minister may extend the term by a further period of 5 years followed by a further period or periods of 2 years.

(c) Retention status

The holder of an exploration licence granted after 10 February 2006 may apply for approval of retention status for the exploration licence. The Minister may approve the application where there is an identified mineral resource in or under the land the subject of the exploration licence but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease.

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(d) Conditions

Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. These standard conditions are not detailed in Part 1 of this Report. A failure to comply with these conditions or obtain an exemption from compliance may lead to forfeiture of the exploration licence.

(e) Relinquishment

The holder of an exploration licence applied for and granted after 10 February 2006 must relinquish not less than 40% of the blocks comprising the licence at the end of the sixth year. A failure to lodge the required partial surrender could render the tenement liable for forfeiture.

(f) Priority to apply for mining lease

The holder of an exploration licence has priority to apply for a mining lease over any of the land subject to the exploration licence. Any application for a mining lease must be made prior to the expiry of the exploration licence. The exploration licence remains in force until the application for the mining lease is determined.

(g) Transfer

No legal or equitable interest in 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. Thereafter, there is no restriction on transfer or other dealings.

6. ABORIGINAL HERITAGE

There may be areas or objects of Aboriginal heritage located on the Tenements.

(a) Registered Aboriginal Sites

No Aboriginal sites were identified from the Heritage Searches. However, there is no obligation under the relevant legislation to register sites or objects and the exact location of Aboriginal sites within the area of a known site cannot be ascertained from these searches.

It is important to note that an Aboriginal site may:

• (i) exist in any area of Western Australia;

• (ii) not have been recorded in the Register of Aboriginal Sites or elsewhere; and

• (iii) not have been identified in previous heritage surveys or reports on that area,

but remains fully protected under the Aboriginal Heritage Act 1972 (WA). Therefore, the absence of any reference to an Aboriginal site of interest from the Aboriginal Heritage Inquiry System is not conclusive.

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We have not obtained information from the Commonwealth in connection with any places, areas and objects, which are registered or recognised in the National Heritage List, the Commonwealth Heritage List or other heritage lists or registers maintained by the Commonwealth.

The Company must ensure that it does not breach the Commonwealth and applicable State legislation relating to Aboriginal heritage as set out below. To ensure that it does not contravene such legislation, it would be prudent for the Company (and it would accord with industry practice and Aboriginal expectations) to conduct heritage surveys to determine if any Aboriginal sites or objects exist within the area of the Tenements. Any interference with these sites or objects must be in strict conformity with the provisions of the relevant legislation. It may also be necessary for the Company to enter into separate arrangements with the traditional owners of the sites.

(b)

Heritage Agreements

As stated above in the Executive Summary, the Granted Exploration Licences are subject to the following Heritage Agreements:

• (i) the Heritage Agreement between BCI Exploration and the Yamatji Marlpa Aboriginal Corporation ( YMAC ) as agent for the Nyamal Claimant Group ( Claimant Group ) dated 6 February 2015 in respect of E45/4328 and E45/4309; and

• (ii) the Heritage Agreement between BCI Exploration and the YMAC as agent for the Claimant Group and 12 February 2016 in respect of E45/4631.

BCI Exploration assigned the Heritage Agreements to the Company on 21 August 2019 (being the date of the Company’s acquisition of the Granted Exploration Licences).

The Heritage Agreements govern the relationship between the Company and the Claimant Group with the purpose of ensuring that the Company’s activities on the Granted Exploration Licences:

• (i) comply with applicable aboriginal heritage legislation;

• (ii) do not directly interfere with the community life of the Claimant Group;

• (iii) are not likely to cause damage, disturbance or interference with Aboriginal sites or areas of significance to the Claimant Group; and

• (iv) are not likely to involve major disturbance to any land or waters in the native title claim area.

Specifically, the Company must issue a heritage notice to YMAC if it intends to undertake exploration activity within the area of the Granted Exploration Licences, other than:

• (i) in relation to low impact exploration activities agreed to by the Claimant Group, such as aerial surveys and non-ground disturbing surveys such as electrical and magnetic surveys; or

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(ii) where a heritage survey has already been conducted in accordance with the Heritage Agreement in respect of the area and activity in question.

Upon their grant, the exploration licences the subject of the Applications may be subject to heritage agreements with the Claimant Group on similar terms to those of the Heritage Agreements.

6.2

Commonwealth legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) ( Commonwealth Heritage Act ) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which have the potential to halt exploration activities. Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

It is an offence to contravene a declaration made under the Commonwealth Heritage Act.

6.3

Western Australian legislation

Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) ( WA Heritage Act ).

The WA Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons (whether or not they are recorded on the register or otherwise known to the Register of Aboriginal Sites, DPLH or the Aboriginal Cultural Material Committee).

The Minister’s consent is required where any use of land is likely to result in the excavation, alteration or damage to an Aboriginal site or any objects on or under that site.

Aboriginal sites may be registered under the WA Heritage Act. However, there is no requirement for a site to be registered. The WA Heritage Act protects all registered and unregistered sites.

7. NATIVE TITLE

7.1 General

The law of Australia recognises the existence of native title rights held by indigenous Australians over their traditional lands[1] . Native title exists where an indigenous group has maintained a continuous traditional connection with the land, and those rights have not been extinguished.

Native title may be extinguished:

• (a) in whole by the grant of an interest in land conferring “exclusive possession” such as a freehold interest in the land; or

1 Mabo v Queensland (No 2) (1992) 175 CLR 1

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• (b) in part by the grant of an interest conferring “non-exclusive possession” including the grant of pastoral leases and mining leases, or the creation of certain reserves. In this case, the native title will co-exist with the other rights to the land.

The Native Title Act 1993 (Cth) ( NTA ):

• (c) provides a process for indigenous people to claim native title rights[2] and compensation[3] ;

• (d) confirms the validity of past actions (including grants of land tenure) by the Commonwealth and State governments[4] ; and

• (e) specifies the procedures which must be complied with to ensure that acts that may affect native title rights (such as the grant or renewal of a mining tenement) are valid.

The NTA has been adopted in Western Australia by the enactment of the Titles (Validation) and Native Title (Effect of Past Acts) Act 1995.

7.2

Native title claim process

Persons claiming to hold native title may lodge an application for determination of native title with the Federal Court. The application is then referred to the NNTT to assess whether the claim meets the registration requirements in the NTA, and if so, the native title claim will be entered on the register of native title claims ( RNTC ) maintained by the NNTT.

Native title claimants have certain procedural rights, including the rights to negotiation and compensation, in relation to the grant of mining tenements if their native title claim is registered at the time the State issues a notice of the proposed grant of the mining tenement ( Section 29 Notice ), or if their claim becomes registered within four months after the Section 29 Notice.

Once a claim is registered, a claimant must prove its claim in the Federal Court in order to have native title determined and the claim entered on the National Native Title Register ( NNTR ).

7.3

Grant of tenements and compliance with the NTA

The grant of any mining tenement after 23 December 1996 must comply with the applicable NTA procedures in order to be valid. The exception to this is where native title has never existed over the land covered by the tenement, or has been extinguished prior to the grant of the tenement.

The absence of a claim does not necessarily indicate that there is no native title over an area, as native title claims could be made in the future.

Unless it is clear that native title does not exist (such as where the land the subject of a tenement application is freehold land), the usual practice of the State is to comply with the NTA when granting a tenement. This ensures the grant will be valid if a court

2 Parts 3 and 4 of the NTA

3 Part 3, Division 5 of the NTA 4 Part 2, Division 2 of the NTA

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subsequently determines that native title rights exist over the land subject to the tenement.

The procedural requirements in the NTA relating to the grant of a mining tenement (referred to as the “ Future Act ” procedures) include four alternatives:

• (a) the right to negotiate, which is the primary Future Act procedure prescribed by the NTA;

• (b) the expedited procedure, which may be used in relation to the grant of exploration and prospecting licences;

• (c) an indigenous land use agreement; and

• (d) the infrastructure process.

Future Act procedures are provided below.

7.4

Right to negotiate

The primary Future Act procedure prescribed by the NTA is the “right to negotiate”.

The right to negotiate involves a negotiation between the registered native title claimants, the tenement applicant and the State government, the aim of which is to agree the terms on which the tenement may be granted.

The applicant for the tenement is usually liable for any compensation that the parties agree to pay to the native title claimants. The parties may also agree on conditions that will apply to activities carried out on the tenement.

The initial negotiation period is six months from the date on which the State issues a Section 29 Notice.

If the parties cannot reach an agreement within the initial six month period, any party may refer the matter to arbitration before the NNTT, which then has six (6) months to determine whether the tenement can be granted and if so, on what conditions.

7.5 Expedited procedure

Where the grant of a tenement is unlikely to directly interfere with community or social activities or areas or sites of particular significance, or involve major disturbance to land or waters, the NTA permits the State to follow an expedited procedure for the grant of a tenement.

The State applies the expedited procedure to the grant of exploration and prospecting tenements.

Registered native title parties can lodge an objection to the use of the expedited procedure within the period of four months following the issue of the Section 29 Notice by the State ( Objection Period ).

If no objections are lodged or if the objections are withdrawn, the State may grant the tenement at the expiry of the Objection Period without undertaking a negotiation process.

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If an objection is lodged, the NNTT must determine whether the grant of the tenement is an act attracting the Expedited Procedure. If the NNTT determines the expedited procedure does not apply, the parties must follow the right to negotiate procedure or enter into an indigenous land use agreement.

The DMIRS currently has a policy of requiring applicants for prospecting licences and exploration licences to sign and send a Regional Standard Heritage Agreement ( RSHA ) to the registered native title claimant, or prove they have an existing RHSA or Alternative Heritage Agreement in place.

The RSHA provides a framework for the conduct of Aboriginal heritage surveys over the land the subject of a tenement prior to the conducting of ground-disturbing work and conditions that apply to activities carried out within the tenement.

If the registered native title claimant does not execute the RSHA within the Objection Period (and no objections are otherwise lodged), the tenement may still be granted at the expiry of the Objection Period. If the tenement applicant refuses or fails to execute or send the RSHA to the registered native title holder, the DMIRS will process the application under the right to negotiate procedure.

7.6

Indigenous land use agreement

The right to negotiate and expedited procedures do not have to be followed if an indigenous land use agreement ( ILUA ) has been registered with the NNTT.

An ILUA is a voluntary contractual arrangement negotiated with all registered native title claimants for a relevant area. The State and the applicant for the tenement are usually the other parties to the ILUA.

An ILUA must set out the terms on which the relevant mining tenement may be granted. An ILUA will also specify conditions on which activities may be carried out within the tenement. The applicant for a tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants in return for the grant of the tenement being approved. These obligations pass to a transferee of the tenement.

Once an ILUA is agreed and registered, it binds the whole native title claimant group and all holders of native title in the area (including future claimants), even though they may not be parties to it.

7.7

Infrastructure process

The right to negotiate and expedited procedures also do not apply for grants of tenements for the sole purpose of the construction of an infrastructure facility.

In Western Australia, the DMIRS applies the infrastructure process to most miscellaneous licences and general purpose leases, depending on their purpose. For these types of tenements, an alternative consultation process applies, and in the absence of an agreement between the native title claimants and the applicant, the matter can be referred to an independent person for determination.

7.8

Renewals

Renewals of mining tenements made after 23 December 1996 must comply with the Future Act provisions in order to be valid under the NTA, except where:

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• (a) the area to which the mining tenement applies is not extended;

• (b) the term of the renewed mining tenement is not longer than the term of the earlier mining tenement; and

• (c) the rights to be created are not greater than the rights conferred by the earlier mining tenement.

7.9

Native title claims and determinations affecting the Tenements

Our searches indicate that the Tenements overlap Nyamal People Native Title Determination (WCD2019/010). Key details of this overlap are as follows:

• (a) All of the Tenements are within the external boundaries of the Nyamal People Native Title Determination WCD2019/010. This claim has been registered and determined.

• (b) The Nyamal People Native Title Determination was determined by the Federal Court on 24 September 2019.

• (c) We have not identified anything in our enquiries to indicate that the Granted Exploration Licences which are subject to the Nyamal People Native Title Determination were not validly granted in accordance with the NTA. The Granted Exploration Licences were granted following the expedited procedure in the NTA.

• (d) In relation to the Applications, which are also subject to the Nyamal People Native Title Determination, to be validly granted, the Company will need to comply with the Future Act procedures of the NTA as described above.

• (e) The Company is a party to the Heritage Agreements with the Claimant Group in relation to the Granted Exploration Licences, further details of which are contained in Section 6 of this Report.

7.10 Indigenous land use agreements affecting the Tenements

As at the date of this Report, there are no registered ILUA’s in respect of the Tenements.

8.

MATERIAL AGREEMENTS

8.1

Overview

The Company has provided the following material agreements affecting certain Tenements to us for review:

• (a) the Sale Agreement with BCI Exploration affecting the Granted Exploration Licences, further details of which are set out in Section 8.2 of this Report and Section 9 of the Prospectus; and

• (b) a water compensation agreement affecting E45/4309, further details of which are set out in Section 10 of this Report and Section 9 of the Prospectus.

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8.2 Sale Agreement

The Company entered into a tenement sale and purchase agreement with BCI Exploration on 20 May 2019 pursuant to which BCI Exploration agreed to sell, and the Company agreed to purchase, the Granted Exploration Tenements.

The sale and purchase of the Granted Exploration Licences completed on 21 August 2019 and the Company is registered as the holder of 100% of the Granted Exploration Licences as of that date.

Pursuant to the terms of the Sale Agreement, in addition to the first and second tranche payments of $500,000 and $625,000 which were paid at completion and 12 months after completion (respectively), the Company shall pay BCI Exploration:

• (a) $625,000 on the date that is 5 business days after the earlier of:

• (i) the date that a pre-feasibility study is completed in respect of the viability of a commercial mining operation on the Granted Exploration Licences; or

• (ii) the date that a decision to commence mining operations on the Granted Exploration Licences (or any other tenements granted to the Company relating to the same ground) is made; and

• (b) $500,000 on the date that is 5 business days after the date that the Company first sells any minerals extracted from the area the subject of the Granted Exploration Tenements.

Further details regarding the terms of the Sale Agreement are set out in Section 9 of the Prospectus.

BCI Exploration has lodged the Consent Caveats over the Granted Exploration Licences in respect of its interest in the Sale Agreement pursuant to Section 122A(2) of the Mining Act.

A consent caveat is lodged where a party has entered into an agreement with the holder of a mining tenement (for example, for the sale of the tenement or any other matter connected with the holder’s interest in the tenement) and under the agreement, the holder consents to that party lodging a caveat.

The Consent Caveats prevent the transfer or surrender of the Granted Exploration Licences without the prior consent of BCI Exploration.

The Consent Caveats can only be withdrawn or removed by the caveator, being BCI Exploration.

9. CROWN LAND, PASTORAL LEASES AND CROWN RESERVES

9.1 Crown Land

Our searches indicate that all of the land the subject of the Tenements overlaps Crown land.

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The Mining Act:

• (a) prohibits the carrying out of prospecting, exploration or mining activities on Crown land that is less than 30 metres below the lowest part of the natural surface of the land and:

• (i) for the time being under crop (or within 100 metres of that crop);

• (ii) used as or situated within 100 metres of a yard, stockyard, garden, cultivated field, orchard vineyard, plantation, airstrip or airfield;

• (iii) situated within 100 metres of any land that is an actual occupation and on which a house or other substantial building is erected;

• (iv) the site of or situated within 100 metres of any cemetery or burial ground; or

• (v) if the Crown land is a pastoral lease, the site of or situated within 400 metres of any water works, race, dam, well or bore not being an excavation previously made and used for purposes by a person other than the pastoral lessee,

without the written consent of the occupier, unless the warden by order otherwise directs.

• (b) imposes restrictions on a tenement holder passing over Crown land referred to in section 9.1(a), including:

• (i) taking all necessary steps to notify the occupier of any intention to pass over the Crown land;

• (ii) the sole purpose for passing over the Crown land must be to gain access to other land not covered by section 9.1(a) to carry out prospecting, exploration or mining activities;

• (iii) taking all necessary steps to prevent fire, damage to trees, damage to property or damage to livestock by the presence of dogs, the discharge of firearms, the use of vehicles or otherwise; and

• (iv) causing as little inconvenience as possible to the occupier by keeping the number of occasions of passing over the Crown land to a minimum and complying with any reasonable request by the occupier as to the manner of passage.

• (c) requires a tenement holder to compensate the occupier of Crown land:

• (i) by making good any damage to any improvements or livestock caused by passing over Crown land referred to in section 9.1(a) or otherwise compensate the occupier for any such damage not made good; and

• (ii) in respect of land under cultivation, for any substantial loss of earnings suffered by the occupier caused by passing over Crown land referred to in section 9.1(a).

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The warden may not give the order referred to in section 9.1(a) that dispenses with the occupier’s consent in respect of Crown land covered by section 9.1(a)(iii) . In respect of other areas of Crown land covered by the prohibition in section 9.1(a) the warden may not make such an order unless he is satisfied that the land is genuinely required for mining purposes and that compensation in accordance with the Mining Act for all loss or damage suffered or likely to be suffered by the occupier has been agreed between the occupier and the tenement holder or assessed by the warden under the Mining Act.

Although the Company will be able to undertake its proposed activities on those parts of the Tenements not covered by the prohibitions and pass over those parts of the Tenements to which the restrictions do not apply immediately upon listing on ASX, the Company should consider entering into access and compensation agreements with the occupiers of the Crown land upon commencement of those activities in the event further activities are required on other areas of the Tenements which are subject to prohibitions or restrictions.

Details of the pastoral leases affecting the Tenements are set out in Section 9.2 below. The Company must comply with the requirements described in above in respect of occupiers of Crown land in relation to those parts of the Tenements which are subject to these pastoral leases.

The DMIRS imposes standard conditions on mining tenements that overlay pastoral leases.

9.2 Pastoral Leases

As set out in Part I of this Report, certain Tenements overlap with pastoral leases as follows:

Pastoral Lease	Affected Tenement/s	% Overlap
Pastoral Lease (C) Eginbah (PL N049987)	E45/4309	83.16%
	E45/4328	100%
	E45/4631	98.34%
	E45/5812	99.63%
	E45/5843	99.32%
Historical Pastoral Lease (C) 394 503	E45/4309	1.84%
	E45/5812	76.21%
	E45/5843	36.24%
Historical Pastoral Lease (C) 394 567	E45/4309	36.78%
	E45/4631	11.96%
	E45/5843	18.08%
Historical Pastoral Lease (C) 394 717	E45/4309	13.02%

We have been advised by the Company and the Company has confirmed that:

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• (a) the Company has liaised with the pastoral lessees to obtain the relevant consents to the Company’s activities on the Tenements;

• (b) there are not currently any formal access agreements with any pastoral lessee; and

• (c) to the best of its knowledge it is not aware of any improvements and other features on the land the subject of the pastoral leases which overlaps the Tenements which would require the Company to obtain the consent of the occupier or lease holder or prevent the Company from undertaking its proposed mining activities on the Tenements.

9.3 Crown Reserves

As set out in Part I of this Report, land the subject of the Tenements overlaps Crown reserves as set out in the table below.

Crown Land	Affected Tenement/s	% Overlap
Class C” Reserve Common (R 2906)	E45/4309	0.84%
Class “C” Reserve Public Utility & Stopping Place for Travellers (R 7080)	E45/4309	13.88%
Class “C” Reserve Public Utility & Stopping Place for Travellers	E45/5843	0.58%

Tenement holders are limited as to what activities may be undertaken on Class C reserved land, requiring the written consent of the Minister for Mines and Petroleum.

Once created, a reserve is usually placed under the care, control and management of a State government department, local government or incorporated community group by way of a Management Order registered against the relevant CLT. A Management Order under the LAA does not convey ownership of the land – only as much control as is essential for the land’s management.

10. ENCROACHMENTS – WATER TENEMENT

Keras (Pilbara) Gold Pty Ltd (ACN 169 795 037) ( Keras ) has applied for miscellaneous licence L45/584 ( Water Tenement ) which encroaches E45/4309 by 0.38% (66.4302 hectares).

A miscellaneous licence may be granted over any land, including any land the subject of an existing mining tenement.

Keras applied for the Water Tenement on 26 October 2020. The purpose of the Water Tenement is designated as bore/pipeline/road.

On 28 October 2020, the Company entered into a water access compensation agreement with Keras, pursuant to which the Company has consented to the grant to Keras of approvals under the Rights in Water and Immigration Act 1914 (WA) and the Water Tenement for a bore field and water pipeline over a designated area within E45/4309 (the Designated Area ) to allow Keras to:

• (a) construct one or more wells or bores within the Designated area;

(b) pump and take water from those wells; and

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• (c) construct a pipeline within the Designated Area to transport the water to the Keras mining operations.

The material terms and conditions of this water access compensation agreement are included in Section 9 of the Prospectus.

11. QUALIFICATIONS AND ASSUMPTIONS

This Report is subject to the following qualifications and assumptions:

• (a) we have assumed the accuracy and completeness of all Searches, register extracts and other information or responses which were obtained from the relevant department or authority including the NNTT;

• (b) we assume that the registered holder of or applicant for a Tenement has valid legal title to the Tenement;

• (c) this Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from our Searches and the information provided to us;

• (d) we have assumed that any agreements provided to us in relation to the Tenements are authentic, were within the powers and capacity of those who executed them, were duly authorised, executed and delivered and are binding on the parties to them;

• (e) with respect to the granting of the Tenements, we have assumed that the State and the applicant for the Tenements have complied with, or will comply with, the applicable Future Act Provisions;

• (f) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;

• (g) unless apparent from our Searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain a Tenement in good standing;

• (h) with respect to the application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;

• (i) references in Parts I and II of this Report to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey;

• (j) the information in Parts I and II of this Report is accurate as at the date the relevant Searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the Searches and the date of this Report;

• (k) where Ministerial consent is required in relation to the transfer of any Tenement, we express no opinion as to whether such consent will be

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granted, or the consequences of consent being refused, although we are not aware of any matter which would cause consent to be refused;

• (l) we have not conducted searches of the Database of Contaminated Sites maintained by the Department of the Environment and Conservation;

• (m) native title may exist in the areas covered by the Tenements. Whilst we have conducted Searches to ascertain that native title claims and determinations, if any, have been lodged in the Federal Court in relation to the areas covered by the Tenements, we have not conducted any research on the likely existence or non-existence of native title rights and interests in respect of those areas. Further, the NTA contains no sunset provisions and it is possible that native title claims could be made in the future; and

• (n) Aboriginal heritage sites or objects (as defined in the WA Heritage Act or under the Commonwealth Heritage Act) may exist in the areas covered by the Tenements regardless of whether or not that site has been entered on the Register of Aboriginal Sites established by the WA Heritage Act or is the subject of a declaration under the Commonwealth Heritage Act other than the Heritage Searches. We have not conducted any legal, historical, anthropological or ethnographic research regarding the existence or likely existence of any such Aboriginal heritage sites or objects within the area of the Tenements.

12. CONSENT

This report is given for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours faithfully

STEINEPREIS PAGANIN

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PART I – TENEMENT SCHEDULE

TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATIO N DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	ENDORSEMENTS /CONDITIONS	NOTES	NATIVE TITLE AND ABORIGINAL HERITAGE
E45/4309	Global Lithium Resources Pty Ltd	100	09/02/2015	08/02/2025	34BL	For Year Ended 08/02/21: Paid in Full For Year Ending 08/02/22: Paid in Full ($18,200)	For Year Ended 08/02/21: Expended in Full For Year Ending 08/02/22: $71,667	Caveat 568052 Caveator: BCI Exploration Pty Ltd Shares Caveated: 100/100 Recorded 04/12/2019	Endorsements: 1-13 Conditions: 1-10	Subject to YMAC 2015 Heritage Agreement.	Nyamal People #1 (WCD2019/010) – Native Title Determinations Encroached %: 100%
E45/4328	Global Lithium Resources Pty Ltd	100	09/02/2015	08/02/2025	1BL	For Year Ended 08/02/21: Paid in Full For Year Ending 08/02/22: Paid in Full ($325.00)	For Year Ended 08/02/21: Expended in Full For Year Ending 08/02/22: $15,000	Caveat 568051 Caveator: BCI Exploration Pty Ltd Shares Caveated: 100/100 Recorded: 04/12/19	Endorsements: 1,2, 4-13 Conditions: 1-6	Subject to YMAC 2015 Heritage Agreement.	Nyamal People #1 (WCD2019/010) – Native Title Determinations Encroached %: 100%
E45/4631	Global Lithium Resources Pty Ltd	100	15/07/2016	14/07/2021	12BL	For Year Ended 14/07/20: Paid in Full For Year Ending 14/07/21: Paid in Full ($3,900)	For Year Ended 14/07/20: Expended in Full For Year Ending 14/07/21: $30,000	Caveat 568053 Caveator: BCI Exploration Pty Ltd Shares Caveated: 100/100 Recorded: 04/12/19	Endorsements: 1, 2, 4-6, 15-21 Conditions: 3-6, 8, 13	Subject to YMAC 2016 Heritage Agreement.	Nyamal People #1 (WCD2019/010) – Native Title Determinations Encroached %: 100%
E45/5812 (application)	Global Lithium Resources Pty Ltd	100	(22/09/2020)	N/A	12BL	N/A	N/A	Nil	None	Currently pending application.	Nyamal People #1 (WCD2019/010) – Native Title Determinations Encroached %: 100%
E45/5843 (application)	Global Lithium Resources Pty Ltd	100	(15/01/21)	N/A	17BL	N/A	N/A	Nil	None	Currently pending application.	Nyamal People #1 (WCD2019/010) – Native Title Determinations Encroached %: 100%

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Notes:

Tenement conditions and endorsements

	Endorsements
1.	The Licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.
2.	The Licensee's attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.
3.	The Licensee observing the right of Main Roads' employees, its agents or contractors to remove and stockpile road making material within the land designated FNA 8790 in Tengraph.
	In respect to Water Resource Management Areas (WRMA) the following endorsements apply:
4.	The Licensee attention is drawn to the provisions of the: (a) Waterways Conservation Act, 1976 (b) Rights in Water and Irrigation Act, 1914 (c) Metropolitan Water Supply, Sewerage and Drainage Act, 1909 (d) Country Areas Water Supply Act, 1947 (e) Water Agencies (Powers) Act 1984 (f) Water Resources Legislation Amendment Act 2007
5.	The rights of ingress to and egress from the mining tenement being at all reasonable times preserved to officers of Department of Water (DoW) for inspection and investigation purposes.
6.	The storage and disposal of petroleum hydrocarbons, chemicals and potentially hazardous substances being in accordance with the current published version of the DoWs relevant Water Quality Protection Notes and Guidelines for mining and mineral processing.
	In respect to Artesian (confined) Aquifers and Wells the following endorsement applies:
7.	The abstraction of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is prohibited unless a current licence for these activities has been issued by the DoW.
	In respect to Waterways the following endorsement applies:
8.	Advice shall be sought from the DoW if proposing any exploration within a defined waterway and within a lateral distance of: (a) 50 metres from the outer-most water dependent vegetation of any perennial waterway, and (b) 30 metres from the outer-most water dependent vegetation of any seasonal waterway.
	In respect to Proclaimed Surface Water and Irrigation District Areas (SWA 30) the following endorsements apply:
9.	The abstraction of surface water from any watercourse is prohibited unless a current licence to take surface water has been issued by the DoW.
10.	All activities to be undertaken with minimal disturbance to riparian vegetation.
11.	No exploration being carried out that may disrupt the natural flow of any waterway unless in accordance with a current licence to take surface water or permit to obstruct or interfere with beds or banks issued by the DoW.
12.	Advice shall be sought from the DoW and the relevant service provider if proposing exploration being carried out in an existing or designated future irrigation area, or within 50 metres of an irrigation channel, drain or waterway.
	In respect to Proclaimed Ground Water Areas (GWA 32) the following endorsement applies:
13.	The abstraction of groundwater is prohibited unless a current licence to construct/alter a well and a licence to take groundwater has been issued by the DoW.
14.	The rights of ingress to and egress from, and to cross over and through, the mining tenement being at all reasonable times preserved to officers of Department of Water (DoW) for inspection and investigation purposes.
15.	The taking of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is prohibited unless current licences for these activities have been issued by DoW.
16.	Measures such as drainage controls and stormwater retention facilities are to be implemented to minimise erosion and sedimentation of adjacent areas, receiving catchments and waterways.
17.	All activities to be undertaken so as to avoid or minimise damage, disturbance or contamination of waterways, including their beds and banks, and riparian and other water dependent vegetation.
	In respect to Proclaimed Surface Water Areas, Irrigation District Areas and Rivers (RIWI Act) the following endorsements apply:
18.	The taking of surface water from a watercourse or wetland is prohibited unless a current licence has been issued by DoW.

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Endorsements

1. Advice shall be sought from DoW and the relevant water service provider if proposing exploration activity in an existing or designated future irrigation area, or within 50 meters of a channel, drain or watercourse from which water is used for irrigation or any other purpose, and the proposed activity may impact water users.

2. No exploration activity is to be carried out if: (a) it may obstruct or interfere with the waters, bed or banks of a watercourse or wetland (b) it relates to the taking or diversion of water, including diversion of the watercourse or Wetland unless in accordance with a permit issued by the DoW.

In respect to Proclaimed Ground Water Areas the following endorsement applies:

1. The taking of groundwater and the construction or altering of any well is prohibited without current licences for these activities issued by DoW, unless an exemption otherwise applies.

Conditions

	Conditions
1.	All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe immediately after completion.
2.	All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMP). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMP.
3.	All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration program.
4.	Unless the written approval of the Environmental Officer, DMP is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
5.	The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
6.	The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:- (a) the grant of the Licence; or (b) registration of a transfer introducing a new Licensee; advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.
7.	No excavation, excepting shafts, approaching closer to the Marble Bar Road Highway, Highway verge or the road reserve than a distance equal to twice the depth of the excavation and mining on the Marble Bar Road Highway or Highway verge being confined to below a depth of 30 metres from the natural surface.
8.	No interference with Geodetic Survey Stations SSM 6, 32, 130, 131, 132, 133, 134, 138, 139, 221, 222, 223, 268 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
9.	The Licensee providing reasonable access to Main Roads' employees, contractors and agents to the land designated FNA 8790 in Tengraph and not interfering with the operations of Main Roads'employees, contractors and agents thereon.
10.	No interference with the transmission line or the installations in connection therewith, and the rights of ingress to and egress from the facility being at all times preserved to the owners thereof.
	Consent to explore on Public Utility and Stopping Place for Travellers Reserve 7080 given.
11.	No interference with Geodetic Survey Station Port Hedland 220 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
12.	All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, DMIRS. Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMIRS.

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Tengraph Interests

	Land Type	Description
1.	Crown Reserve	Under section 41 of the Land Administration Act 1997 the Minister may set aside Crown lands by Ministerial Order in the public interest. Every such reservation has its description and designated purpose registered on a Crown Land Title (CLT) and is depicted on an authenticated map held by Landgate. Reservation action is normally initiated by the Department for Planning and Infrastructure following community or Government request, land planning decisions, or as a result of the subdivision of land. The Land Act 1933 provided for State reserves to be classified as Class A, B or C. There is no provision in the LAA to create new Class B reserves and there is no longer reference to Class C reserves. Class A affords the greatest degree of protection for reserved lands, requiring approval of Parliament to amend the reserve’s purpose or area, or to cancel the reservation. The A classification is used solely to protect areas of high conservation or high community value. Class B reserves continue, but are no longer created under the LAA. The Minister for Lands may deal with Class B reserved lands as normal reserves, provided that, should the reservation be cancelled, a special report is made to both Houses of Parliament within 14 days from the cancellation or within 14 days after the commencement of the next session. Once created, a reserve is usually placed under the care, control and management of a State government department, local government or incorporated community group by way of a Management Order registered against the relevant CLT. A Management Order under the LAA does not convey ownership of the land – only as much control as is essential for the land’s management. Tenement E45/4309 overlaps the following crown reserve: (a) R 2906 Class “C” Reserve Water (0.84%). (b) R 7080 Class “C” Reserve Public Utility & Stopping Place for Travellers (13.88%) Tenement E45/5843 overlaps the following crown reserves: (a) R 7080 Class “C” Reserve Public Utility & Stopping Place for Travellers (0.58%)
2.	Road Reserve	The following tenements overlap with Marble Bar Road: (a) Tenement E45/4309; and (b) Tenement E45/4631. The following tenements overlap with Road No. 6445: (a) Tenement E45/4309; (b) Tenement E45/5812; and (c) Tenement E45/5843. The following tenements overlap with Road No. 2856: (a) Tenement E45/4631.
3.	Pastoral Lease	A pastoral lease is a lease of Crown land that has been granted under Section 114 of the Land Act 1933 (WA), which provides that any Crown land within the State which is not withdrawn from the selection for pastoral purposes, and which is not required to be reserved, may be leased for pastoral purposes. The following tenements overlap with Historical Pastoral Lease 394 503: (a) Tenement E45/4309 (1.84%); (b) Tenement E45/5812 (76.21%); and (c) Tenement E45/5843 (36.24%). The following tenements overlap with Historical Pastoral Lease 394 567: (a) Tenement E45/4309 (36.78%); (b) Tenement E45/4631 (11.96%); and (c) Tenement E45/5843 (18.08%). The following tenements overlap with Pastoral Lease (C) Eginbah (PL N049987): (a) Tenement E45/4309 (83.16%); (b) Tenement E45/4328 (100%); (c) Tenement E45/4631 (98.34%); (d) Tenement E45/5812 (99.63%); and (e) Tenement E45/5843 (99.32%).

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	Land Type	Description
		The following tenements overlap with Pastoral Lease (C) 394 567: (a) Tenement E45/4309 (36.78%). The following tenements overlap with Pastoral Lease (C) 394 717: (a) Tenement E45/4309 (13.02%).
4.	Groundwater Area	Groundwater is a reserve of water beneath the earth's surface in pores and crevices of rocks and soil. Recharge of groundwater aquifers is slow and can take many years. Groundwater often supports wetland and stream ecosystems. Groundwater areas are proclaimed under the Rights in Water and Irrigation Act, 1914. There are 45 proclaimed groundwater areas in Western Australia where licences are required to construct or alter a well and to take groundwater. The Department of Water is responsible for managing proclaimed areas under the Act. The following Ground Water Areas were identified on Tenements E45/4309, E45/4328, E45/4631, E45/5812, E45/5943: (a) GWA 32, Pilbara (100%).
5.	Mineralisation Zone (Non-Section 57 (2AA)).	Area in which applications of Exploration Licences are restricted to a maximum of 70 blocks (required by s57(1) Mining Act). Section 57(2aa) Mining Act states that if the area of land is in an area of the state designated under s57A(1) it shall not be more than 200 blocks. The following Mineralisation Zone was identified on Tenements E45/4309, E45/4328, E45/4631, E45/5812, E45/5843: (a) MZ 1, Non-Section 57 (2AA), Northern Section (100%).
6.	Surface Water Area Pilbara	The Rights in the Water and Irrigation Act 1914 provides the Governor of Western Australia the power to proclaim, or prescribe through regulation, a Surface Water Area. A Surface Water Area is proclaimed for the purposes of regulating the taking of water from watercourses and wetlands. An area is proclaimed, or prescribed through regulations, where there is a need for systematic management of the use of water. The proclamation is made on the recommendation of the Department of Water and must first be tabled before both Houses of Parliament. Proclaiming or prescribing an area has the effect of allowing the use of water for commercial activity under a licence. Where an area has been proclaimed, the provisions of Division 1B of Part III of the Act apply to surface water in that area. The following Surface Water Areas were identified on Tenements E45/4309, E45/4328, E45/4631, E45/5812, E45/5843: (a) SWA 30, Pilbara (100%).
7.	Heritage Survey Areas	The following DAA Heritage Survey Areas were identified on Tenement E45/4631: (a) HSA 102939 1 (6.17%); and (b) HSA 103005 1 (6.17%). The following DAA Heritage Survey Areas were identified on Tenement E45/4309: (a) HSA 102939 1 (8.21%); and (b) HSA 103005 1 (8.21%).

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ANNEXURE C – INVESTIGATING ACCOUNTANT’S REPORT

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PKF Perth

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22[nd] March 2021

The Board of Directors Global Lithium Resources Limited Level 30 Allendale Square 77 St Georges Terrace PERTH WA 6000

Dear Directors,

INVESTIGATING ACCOUNTANT’S REPORT ON HISTORICAL FINANCIAL INFORMATION AND PRO FORMA HISTORICAL STATEMENT OF FINANCIAL POSITION

INTRODUCTION

We have been engaged by Global Lithium Resources Limited (“Global Lithium” or “the Company”) to report on the historical financial information of the Company and pro forma historical consolidated statement of financial position of the Company for inclusion in Annexure C of the prospectus (“Prospectus”) to be dated on or about 22[nd] March 2021, and to be issued by Global Lithium in respect of its offer of 45,000,000 shares at an issue price of $0.20 per share to raise $9,000,000, and a further 5,000,000 shares at an issue price of $0.20 per share to raise an additional $1,000,000 by way of an Initial Public Offering (“the Offer”).

Expressions and terms defined in the Prospectus have the same meaning in this Report.

This Report has been prepared to provide information and a conclusion on the historical results of the Company for the periods from incorporation 11 May 2018 to 30 June 2019, year ended 30 June 2020, and half year ended 31 December 2020 and on pro forma financial information as at 31 December 2020. We disclaim any assumption of responsibility for any reliance on this Report or on the Financial Information to which it relates for any purpose other than for which it was prepared.

SCOPE OF REPORT

You have requested PKF Perth to perform a limited assurance engagement in relation to the historical and pro forma historical information described below and disclosed in the Prospectus.

The historical and pro forma historical financial information is presented in the Prospectus in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001.

You have requested PKF Perth to review the following historical financial information (together the ‘Historical Financial Information’) of the Company included in Section 6.4 of the Prospectus;

PKF Perth is a member firm of the PKF International Limited family of legally independent firms and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

Level 4, 35 Havelock Street, West Perth, WA 6005 PO Box 609, West Perth, WA 6872

T: +61 8 9426 8999 F: +61 8 9426 8900 www.pkfperth.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

PKF Perth

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• The audited historical Statements of Profit or Loss and Other Comprehensive Income and Statements of Cashflows for the period from incorporation, 11 May 2018 to 30 June 2019, year ended 30 June 2020 and half year ended 31 December 2020; and

• The audited historical Statements of Financial Position as at 30 June 2019, 30 June 2020 and 31 December 2020.

The Historical Financial Information has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in Australian Accounting Standards and the Company’s adopted accounting policies.

The Historical Financial Information has been extracted from the financial reports of the Company for the period from incorporation of 11 May 2018 to 30 June 2019, year ended 30 June 2020 and half year ended 31 December 2020, which was audited by PKF Perth in accordance with Australian Auditing Standards. PKF Perth issued unmodified audit opinions on these financial reports.

Pro Forma Historical Financial Information

You have requested PKF Perth to review the following pro forma historical financial information (the ‘Pro Forma Historical Financial Information’) of the Company included in Section 6.5 of the Prospectus:

• The pro forma historical Statement of Financial Position as at 31 December 2020.

The Pro Forma Historical Financial Information has been derived from the historical financial information of the Company as at 31 December 2020 after adjusting for the effects of the subsequent events described below and the pro forma adjustments detailed in Section 6.3.

The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the event(s) or transaction(s) to which the pro forma adjustments relate, as described in Section 6.3, as if those event(s) or transaction(s) had occurred as at the date of the historical financial information. Due to its nature, the Pro Forma Historical Financial Information does not represent the Company’s actual or prospective financial position or financial performance.

The Pro Forma Historical Financial Information has been compiled by the Company to illustrate the impact of the events or transactions described in Section 6.3 on the Company’s financial position as at 31 December 2020. As part of this process, information about the Company’s financial position has been extracted by the Company from the Company’s financial statements for the half-year ended 31 December 2020.

DIRECTORS’ RESPONSIBILITY

The directors of the Company are responsible for the preparation and presentation of the Historical Financial Information and the Pro Forma Historical Financial Information, including the selection and determination of pro forma adjustments made to the Historical Financial Information and included in the Pro Forma Historical Financial Information. This includes responsibility for such internal controls as the directors determine are necessary to enable the preparation of Historical Financial Information and Pro Forma Historical Financial Information are free from material misstatement, whether due to fraud or error.

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PKF Perth

OUR RESPONSIBILITY

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Our responsibility is to express limited assurance conclusions on the Historical Financial Information and the Pro Forma Historical Financial Information. We have conducted our engagement in accordance with the Australian Standard on Assurance Engagement (ASAE) 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information.

Our limited assurance procedures consisted of making enquiries, primarily of the persons responsible for financial and accounting matters, and applying analytical and other review procedures. A limited assurance engagement is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in a reasonable assurance engagement. Accordingly we do not express an audit opinion.

Our engagement did not involve updating or re-issuing any previously issued audit report or limited assurance reports on any financial information used as a source of the financial information.

CONCLUSIONS

Historical Financial Information

Based on our limited assurance engagement, which is not an audit, nothing has come to our attention that causes us to believe that the Historical Financial Information, as described in this Report, and comprising:

• The audited historical Statements of Profit or Loss and Other Comprehensive Income and Statements of Cashflow for the period from incorporation, 11 May 2018 to 30 June 2019, year ended 30 June 2020 and half year ended 31 December 2020; and

• The audited historical Statements of Financial Position as at 30 June 2019, 30 June 2020 and 31 December 2020.

are not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 6.2.

Pro Forma Historical Financial Information

Based on our limited assurance engagement, which is not an audit, nothing has come to our attention that causes us to believe that the Pro Forma Historical Financial Information as described in this Report, and comprising:

• The pro forma historical Statement of Financial Position of the Company as at 31 December 2020;

is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 6.2.

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PKF Perth

SUBSEQUENT EVENTS

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The pro forma statement of financial position reflects the following events that have occurred subsequent to 31 December 2020:-

On 28 January 2021 it was resolved that the incoming directors be issued with a total of 5,000,000 performance rights at the price of $0.0001 that vest:

• (i) one third, but proportional between the upper and lower range, on the company achieving 1525mt greater than or equal to JORC compliant resource by December 2022,

• (ii) one third, but proportional between the upper and lower range, on the company achieving 3050mt greater than or equal to JORC compliant resource by December 2023,

• (iii) one third on the company achieving 30-day VWAP share price doubled from listing price, should the shares be listed, by 31 December 2023 or earlier.

Apart from the matters dealt with in this Report, and having regard to the scope of this Report and the information provided by the directors, to the best of our knowledge and belief no other material transaction or events outside the ordinary business of the Company, not described above, has come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

ASSUMPTIONS ADOPTED IN COMPILING THE PRO-FORMA STATEMENT OF FINANCIAL POSITION

The pro forma historical Statement of Financial Position as described in Section 6.5 has been prepared based on the financial statements of the Company as at 31 December 2020, the subsequent events set out above, and the pro forma adjustments detailed at 6.3.

INDEPENDENCE OR DISCLOSURE OF INTEREST

PKF Perth does not have any interest in the outcome of this Offer, other than in connection with the preparation of this Report for which normal professional fees will be received. PKF Perth is the auditor of the Company, for which normal professional fees are received.

DISCLOSURES

This Report has been prepared, and included in the Prospectus, to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to be a substitute for professional advice and potential investors should not make specific investment decisions in reliance on the information contained in this Report. Before acting or relying on any information, potential investors should consider whether it is appropriate for their objectives, financial situation or needs.

RESTRICTION ON USE

Without modifying our conclusions, we draw attention to the purpose of the financial information which is for inclusion in the Prospectus. As a result the financial information may not be suitable for use for another purpose.

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PKF Perth

CONSENT

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PKF Perth has consented to the inclusion of this Report in the Prospectus in the form and context in which it is included. At the date of this report this consent has not been withdrawn. However, PKF Perth were not involved in the preparation of any part of the Prospectus, and accordingly, make no representation regarding, and takes no responsibility for, any other statements or material in or omissions from the Prospectus.

Yours faithfully

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PKF PERTH

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SHANE CROSS AUDIT PARTNER

22[ND] MARCH 2021

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ANNEXURE D – CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 19 March 2021 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4[th] Edition ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company’s Corporate Governance Plan is available on the Company’s website at www.globallithium.com.au

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 (a) A listed entity should have and disclose a board charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management.	YES	The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles and responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, directors’ access to Company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy. A copy of the Company’s Board Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.
Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	YES	(a) The Company has guidelines for the appointment and selection of the Board and senior executives in its Corporate Governance Plan. The Company’s Nomination Committee Charter (in the Company’s Corporate Governance Plan) requires the Nomination Committee (or, in its absence, the Board) to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election, as a director. (b) Under the Nomination Committee Charter, all material information relevant to a decision on whether or not to elect or re-elect a director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re- elect a director.
Recommendation 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	YES	The Company’s Nomination Committee Charter requires the Nomination Committee (or, in its absence, the Board) to ensure that each director and senior executive is personally a party to a written agreement with the Company which sets out the terms of that director’s or senior executive’s appointment.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		The Company has had written agreements with each of its directors and senior executives for the past financial year.
Recommendation 1.4 The Company Secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.	YES	The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
Recommendation 1.5 A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (i) the measurable objectives set for that period to achieve gender diversity; (ii) the entity’s progress towards achieving those objectives; and (iii) either: (A) the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent“Gender Equality	PARTIALLY	The Company has adopted a Diversity Policy which provides a framework for the Company to establish, achieve and measure diversity objectives, including in respect of gender diversity. The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website. The Board has not yet set measurable gender diversity objectives regarding the proportion of women to be employed within the Company or implemented requirements for a proportion of women for senior executive and Board positions. The Board has considered the application of measurable diversity objectives and determined that, given the small size of the Company and the Board, requiring specified objectives to be met, unduly limits the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing the best person for the job. The Board will consider the future implementation of gender-based diversity measurable objectives when more appropriate to the size and nature of the Company’s operations.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Indicators”, as defined in the Workplace Gender Equality Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.
Recommendation 1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	YES	(a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board, its committees and individual directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Corporate Governance Plan, which is available on the Company’s website. (b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company has not at the date of admission to the Official List of the ASX completed performance evaluations in respect of the Board, in accordance with the above process.
Recommendation 1.7 A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	YES	(a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Company’s senior executives on an annual basis. The Company’s Remuneration Committee (or, in its absence, the Board) is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non-executive director.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		The applicable processes for these evaluations can be found in the Company’s Corporate Governance Plan, which is available on the Company’s website. (b) The Company has not at the date of admission to the Official List of the ASX completed performance evaluations in respect of the senior executives (if any).
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1 The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	YES	(a) [The Company’s Nomination Committee Charter provides for the creation of a Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent directors, and which must be chaired by an independent director. (b) The Company does not have a Nomination Committee as the Board does not consider the Company would benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Nomination Committee under the Nomination Committee Charter, including the following processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively: (i) devoting time at least annually to discuss Board succession issues and updating the Company’s Board skills matrix; and (ii) all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 2.2 A listed entity should have and disclose a Board skills matrix setting out the mix of skills that the Board currently has or is looking to achieve in its membership.	YES	Under the Nomination Committee Charter (in the Company’s Corporate Governance Plan), the Nomination Committee (or, in its absence, the Board) is required to prepare a Board skills matrix setting out the mix of skills that the Board currently has (or is looking to achieve) and to review this at least annually against the Company’s Board skills matrix to ensure the appropriate mix of skills to discharge its obligations effectively and to add value and to ensure the Board has the ability to deal with new and emerging business and governance issues. The Company has a Board skill matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to directors relevant skills and experience will be made available in the Company’s Annual Report and on the Company’s website.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 2.3 A listed entity should disclose: (a) the names of the directors considered by the Board to be independent directors; (b) if a director has an interest, position or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendations (4th Edition), but the Board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the Board is of that opinion; and (c) the length of service of each director.	YES	(a) The Board Charter requires the disclosure of the names of directors considered by the Board to be independent. The Board considers the Chairman, Warrick Hazledine to be independent. (b) Warrick Hazledine as part of his remuneration has been issued 1,000,000 performance rights. Given the startup nature of the Company, the materiality and nature of the performance vesting conditions the Board is of the opinion that the performance rights do not compromise the independence of the director at this time. (c) The Company’s Annual Report discloses the length of service of each director, as at the end of each financial year.
Recommendation 2.4 A majority of the Board of a listed entity should be independent directors.	NO	The Company’s Board Charter requires that, where practical, the majority of the Board should be independent. The Board currently comprises a total of three directors, of whom one is considered to be independent.
Recommendation 2.5 The Chair of the Board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	YES	The Board Charter provides that, where practical, the Chair of the Board should be an independent director and should not be the CEO/Managing Director. The Chair of the Company is considered an independent director and is not the Managing Director.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 2.6 A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	YES	In accordance with the Company’s Board Charter, the Nominations Committee (or, in its absence, the Board) is responsible for the approval and review of induction and continuing professional development programs and procedures for directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development including receiving briefings on material developments in laws, regulations and accounting standards relevant to the Company.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1 A listed entity should articulate and disclose its values.	YES	(a) The Company is committed to conducting all of its business activities fairly, honestly with a high level of integrity, and in compliance with all applicable laws, rules and regulations. The Board, management and employees are dedicated to high ethical standards and recognise and support the Company’s commitment to compliance with these standards. (b) The Company’s values are set out in its Code of Conduct (which forms part of the Corporate Governance Plan) and are available on the Company’s website. All employees will be given appropriate training on the Company’s values and senior executives will continually reference such values.
Recommendation 3.2 A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the Board or a committee of the Board is informed of any material breaches of that code.	YES	(a) The Company’s Corporate Code of Conduct applies to the Company’s directors, senior executives and employees. (b) The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Code of Conduct are reported to the Board or a committee of the Board.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the Board or a committee of the Board is informed of any material incidents reported under that policy.	YES	The Company’s Whistleblower Protection Policy (which forms part of the Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Whistleblower Protection Policy are to be reported to the Board or a committee of the Board.
Recommendation 3.4 A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (a) ensure that the Board or committee of the Board is informed of any material breaches of that policy.	YES	The Company’s Anti-Bribery and Anti-Corruption Policy (which forms part of the Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Anti-Bribery and Anti-Corruption Policy are to be reported to the Board or a committee of the Board.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1 The Board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (ii) is chaired by an independent director, who is not the Chair of the Board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual	YES	(a) The Company does not have an Audit and Risk Committee as the Board did not consider the Company would benefit from its establishment at this time. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to independently verify the integrity of the Company’s periodic reports which are not audited or reviewed by an external auditor, as well as the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: (i) the Board devotes time at annual Board meetings to fulfilling the roles and responsibilities associated with maintaining the Company’s internal audit function and arrangements with external auditors; and

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.		(ii) all members of the Board are involved in the Company’s audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting.
Recommendation 4.2 The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	YES	The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms. The Company will obtain a sign off on these terms for each of its financial statements as a member of the Official List of the ASX
Recommendation 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	YES	The Company will include in each of its (to the extent that the information contained in the following is not audited or reviewed by an external auditor): (a) annual reports or on its website, a description of the process it undertook to verify the integrity of the information in its annual directors’ report; (b) quarterly reports, or in its annual report or on its website, a description of the process it undertook to verify the integrity of the information in its quarterly reports;

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		(c) periodic corporate reports (such as a sustainability or CSR report), or in its annual report or on its website, a description of the process it undertook to verify the integrity of the information in these reports.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	YES	(a) The Company’s Corporate Governance Plan details the Company’s Continuous Disclosure policy. (b) The Corporate Governance Plan, which incorporates the Continuous Disclosure policy, is available on the Company’s website.
Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	YES	Under the Company’s Continuous Disclosure Policy (which forms part of the Corporate Governance Plan), all members of the Board receive material market announcements promptly after they have been made.
Recommendation 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	YES	All substantive investor or analyst presentations will be released on the ASX Markets Announcement Platform ahead of such presentations.
Principle 6:Respect the rights of security holders
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website.	YES	Information about the Company and its governance is available in the Corporate Governance Plan which can be found on the Company’s website.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	YES	The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two-way communication with investors. The Strategy outlines a range of ways in which information is communicated to shareholders and is available on the Company’s website as part of the Company’s Corporate Governance Plan.
Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	YES	Shareholders are encouraged to participate at all general meetings and AGMs of the Company. Upon the despatch of any notice of meeting to Shareholders, the Company Secretary shall send out material stating that all Shareholders are encouraged to participate at the meeting.
Recommendation 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	YES	All substantive resolutions at securityholder meetings will be decided by a poll rather than a show of hands.
Recommendation 6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	YES	The Shareholder Communication Strategy provides that security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted. Shareholders queries should be referred to the Company Secretary at first instance.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Principle 7: Recognise and manage risk
Recommendation 7.1 The Board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.	YES	(a) The Company does not presently have an Audit and Risk Committee as the Board does not consider the Company would benefit from its establishment at this time. (b) In accordance with the Company’s Board Charter, the Board will carry out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following process to oversee the entity’s risk management framework: (i) the Board will devote time at Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures
Recommendation 7.2 The Board or a committee of the Board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the Board; and (b) disclose in relation to each reporting period, whether such a review has taken place.	YES	(a) The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board. (b) The Company’s Board will complete a review of the Company’s risk management framework annually.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 7.3 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	YES	(a) The Audit and Risk Committee Charter provides for the Audit and Risk Committee (or in its absence the Board) to monitor and periodically review the need for an internal audit function, as well as assessing the performance and objectivity of any internal audit procedures that may be in place. (b) The Company did not have an internal audit function for the past financial year. In the absence of an audit and risk committee the Board will engage external consultants from time to time as required to assist the Board with this function.
Recommendation 7.4 A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	YES	The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence, the Board) to assist management to determine whether the Company has any potential or apparent exposure to environmental or social risks and, if it does, put in place management systems, practices and procedures to manage those risks. The Company’s Corporate Governance Plan requires the Company to disclose whether it has any potential or apparent exposure to environmental or social risks and, if it does, put in place management systems, practices and procedures to manage those risk. Where the Company does not have material exposure to environmental or social risks it will report the basis for that determination to the Board, and where appropriate benchmark the Company’s environmental or social risk profile against its peers. The Company discloses this information in its Annual Report.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 The Board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	YES	(a) The Company has not established a Remuneration Committee The Company’s Corporate Governance Plan contains a Remuneration Committee Charter that provides for the creation of a Remuneration Committee (if it is considered it will benefit the Company) with at least three members, a majority of whom are be independent directors, and which must be chaired by an independent director. (b) The Company does not have a Remuneration Committee as the Board does not consider the Company would benefit from its establishment at this time. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Remuneration Committee under the Remuneration Committee Charter including the following process to set the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: (i) the Board will devote time at the annual Board meeting to assess the level and composition of remuneration for directors and senior executives
Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	YES	The Company’s Corporate Governance Plan requires the Board to disclose its policies and practices regarding the remuneration of directors and senior executives, which is disclosed in the remuneration report contained in the Company’s Annual Report. as well as being disclosed on the Company’s website.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	YES	(a) The Company does not have an equity-based remuneration scheme in place at this time. In the event the Company establishes an equity bases remuneration scheme it does not intend to permit the use of derivatives to limit economic exposure to the plan.
Additional recommendations that apply only in certain cases
Recommendation 9.1 A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	N/A
Recommendation 9.2 A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	N/A
Recommendation 9.3 A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	N/A

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APPLICATION FORM

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