IONEER LTD - Proxy Solicitation & Information Statement 2016

GLOBAL GEOSCIENCE LIMITED

ACN 098 564 606

NOTICE OF GENERAL MEETING

A general meeting of the Company will be held at the offices of BDJ Partners, Level 13, 122 Arthur Street, North Sydney on Monday, 22 August 2016 at 10.00am (AEST)

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 2 9922 5800.

ACN 098 564 606

GLOBAL GEOSCIENCE LIMITED

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Global Geoscience Limited ( Company ) will be held at the offices of BDJ Partners, Level 13, 122 Arthur Street, North Sydney on Monday, 22 August 2016 at 10.00am (AEST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 20 August 2016 at 7pm (AEST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 5.

AGENDA

1. Resolution 1 – Approval to issue Second Payment Shares

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to issue the Second Payment Shares under the terms of the Option Agreement to the Seller or its nominees on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the issue of the Second Payment Shares and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons.

However, the Company will not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 – Approval to divest Peruvian Assets

To consider, and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rules 10.1 and for all other purposes, Shareholders approve the disposal of the Company's Peruvian Assets to Paradigm Investments SA Pty Limited on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the Resolution is passed, and any associates of those persons.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Expert’s Report

Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of the Shareholder approval required under Listing Rule 10.1. The Independent Expert’s Report comments on the fairness and reasonableness of the transaction the subject of this Resolution to the non-associated Shareholders in the Company. The Independent Expert has determined that the transaction is fair and reasonable to the non-associated Shareholders in the Company.

Dated 19th July 2016 BY ORDER OF THE BOARD

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Joanna Morbey Company Secretary

GLOBAL GEOSCIENCE LIMITED

ACN 098 564 606

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the offices of BDJ Partners, Level 13, 122 Arthur Street, North Sydney on Monday, 22 August 2016 at 10.00am (AEST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on each Resolution.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgment of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

3. Resolution 1 – Approval to issue Second Payment Shares

3.1 Background

The Company announced on 3 June 2016 that it has entered into a conditional option agreement ( Option Agreement ) with Boundary Peak Minerals LLC (the Seller ), a private Nevada company, to acquire a 100% interest in the Rhyolite Ridge Lithium-Boron Project ( Project ) in Nevada ( Acquisition ). The terms of the Acquisition are summarised in Section 3.5 below.

Under the Option Agreement, the Company had an exclusive due diligence period expiring on 3 July 2016 ( Due Diligence Period ) in which to assess the Project and decide if it wishes to proceed in return for a payment of an initial deposit of US$100,000.

The Company released details of the Project to the market in the following announcements to ASX:

(a) Sampling Testwork Supports Low Cost Processing (18 July 2016);
(b) Global completes Due Diligence and proceeds with Nevada Lithium-Boron Project, (4 July 2016);
(c) Broker Roadshow Presentation (17 June 2016);
(d) High-Grade Rock Chip Results – Nevada Lithium-Boron Project (15 June 2016, including Clarification Announcement released on the same day);
(e) Exploration Target at Nevada Lithium-Boron Project (8 June 2016); and
(f) Global to Acquire Advanced Nevada Lithium-Boron Project (3 June 2016).

On 1 July 2016, the Company notified the Owner that it had successfully completed its due diligence on the Project (including check assaying and compilation of available drill hole data).

Under the terms of the Option Agreement, on successful completion of the Due Diligence Period, the Company paid to the Seller US$300,000 in cash and is required (subject to Shareholder approval) to issue US$1,500,000 in Shares (the Second Payment Shares ) (subject to voluntary escrow until 15 February 2016). See Section 3.5 for further detail of the terms of the Option Agreement.

3.2 Project Location

The Project is located 60km southwest of Tonopah and 270km southeast of Reno in Nevada. The Project is 30km west of Albemarle Corporation's Lithium Brine Operation at Clayton Valley, the only operating lithium mine in the US. The tenements straddle an all-weather gravel road which extends 15km from a paved highway and powerlines.

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Figure 1. Location map

3.3 Project Description

Two sedimentary basins (north and south) host thick (20-60m), shallow (0-200m depth) zones of stratabound lithium and boron mineralisation. The mineralisation is contained within carbonate-rich, fine-grained sediments that were deposited in a shallow lake environment. The two basins have a combined surface area of approximately 17 sq km.

Previous exploration includes over 100 drill holes in two separate campaigns: US Borax in the north basin (1980’s) and JOGMEC in the south basin (2010-11). The drilling focussed on two areas covering a combined surface area of 3 sq km, meaning 14 sq km is largely untested by drilling. There has been no known exploration conducted on the Project area since 2011. The upper mineralised unit at the south basin outcrops along the western margin of the basin. The area of outcrop extends over a strike length of at least 3km. Rock chip sampling results show this zone hosts high-grade lithium mineralisation (1.0 to 1.6% Lithium Carbonate Equivalent). The zone of outcrop has not been previously drill tested and represents a highpriority target for drilling.

Similar “clay-type” lithium deposits include Sonora Lithium-Potassium (Bacanora Minerals, Mexico) and Jadar Lithium-Boron (Rio Tinto, Serbia). Bacanora has recently completed a prefeasibility study and has commenced a feasibility study that is due for completion in the first quarter of 2017.

3.4 Future Work Program

The Company has commenced an aggressive exploration program aimed at advancing the Project to a decision to commence a pre-feasibility study within three to six months. The program includes:

RC and Core drilling (confirmation, infill and extension) leading to estimation of a Mineral Resource;
preliminary metallurgical and process studies; and
surface rock chip sampling (outcrop and trench) over the zone of outcropping mineralisation.

3.5 Terms of the Acquisition

Following successful completion of due diligence, the Company has a 12 month option period expiring on 3 June 2017 in which it may exercise the option to acquire the Project from the Seller for the following consideration:

(a) the initial deposit of US$100,000 referred to in Section 3.1 above;
(b) US$300,000 in cash and the Second Payment Shares (subject to voluntary escrow until 15 February 2017) paid on completion of the Due Diligence Period (as referred to in Section 3.1 above); and
(c) subject to the Company exercising the option to acquire the Project:
(i) US$200,000 in cash and US$1,500,000 in Shares (subject to 6 months voluntary escrow) payable on exercise of the option on or before 3 June 2017; and
(ii) US$1,000,000 in cash or Shares (at the election of the Owner) payable on 3 June 2018; and
(iii) US$3,000,000 in cash or Shares (at the election of the Owner) payable on announcement of a decision to develop a mine on the Project.

The number of Second Payment Shares to be issued to the Seller will be determined by dividing US$1,500,000 by the lower of:

(i) A$0.04 per Share; and
(ii) 30 trading day volume weighted average price for the Company's Shares (15 trading days on either side of 1 July 2016),

using an exchange rate of A$1:USD$0.75.

In relation to the other tranches of Shares to be issued under the Option Agreement, the number of Shares to be issued to the Seller or its nominees will be determined using the 30 trading day volume weighted average price for the Company's Shares (15 trading days on either side of the relevant payment date) and at an exchange rate of A$1:USD$0.75.

The issue of Shares to the Seller under the Option Agreement is conditional on the Company obtaining Shareholder approval and (in relation to the Second Payment Shares and the Shares

referred to in paragraph (c)(i) above) the execution of voluntary escrow agreements by all of the relevant Shareholders.

If the Company is not able to issue Shares pursuant to the Option Agreement within 45 days of the relevant payment date, the Company will be required to pay the relevant consideration amount in cash. This date has been extended to 26 August 2016 in relation to the Second Payment Shares.

The Option Agreement may be terminated by the Company at any time following exercise of the option to acquire the Project, upon which the Company will transfer the Project back to the Seller and no party will have any further obligations under the Option Agreement.

Prior to the exercise of the option under the Option Agreement, the Seller will lease the Project to the Company to carry out exploration and prospecting work. The Company must spend at least US$1,000,000 on the exploration and development of the Project before the first anniversary of the date of the Option Agreement.

3.6 Approval to issue Second Payment Shares

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.1 to issue the Second Payment Shares.

The effect of Shareholders passing Resolution 1 will be to restore the Company's ability to issue securities within the 15% placement capacity under Listing Rule 7.1 during the next 12 months.

Resolution 1 is an ordinary resolution.

3.7 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3 information regarding the issue of the Second Payment Shares is provided as follows:

(a) The number of Shares to be issued to the Seller will be determined by dividing US$1,500,000 by the lower of:
(i) A$0.04 per Share; and
(ii) 30 trading day volume weighted average price for the Company's Shares (15 trading days on either side of 1 July 2016),

using an exchange rate of A$1:USD$0.75.

(b) The Second Payment Shares may be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that all of the Second Payment Shares will be issued on the same date.

(c) The Second Payment Shares are being issued for nil cash consideration as part of the consideration for the Acquisition. Accordingly, no funds will be raised from the issue of the Second Payment Shares.
(d) The Second Payment Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on Issue.
(e) The Second Payment Shares will be issued to the Seller who is not a related party of the Company.
(f) A voting exclusion statement is included in the Notice.

4. Resolution 2 – Approval to divest Peruvian Assets

4.1 Background

The acquisition of the Project will complement the Company's existing portfolio of mineral exploration projects in Nevada and provides the Company with an opportunity to leverage its extensive experience operating in Nevada.

The Company's focus in the near term will be on the Project and its existing mineral exploration assets in Nevada and Arizona. Accordingly, the Company is proposing to divest its mineral exploration assets in Peru ( Peruvian Assets ), comprising the following tenements:

Project	Tenement ID	Tenement Name	Area (km2)	Interest
Mancha Pampa	01-02663-04	Quillcata 1	10	100%
Mancha Pampa	01-02655-04	Quillcata 2	4	100%
Sara Sara	01-01409-09	Kapish 1	4	100%
Sara Sara	01-01410-09	Kapish 2	8	100%
Sara Sara	01-01411-09	Kapish 3	6	100%
Sara Sara	01-01319-09	Karico 1	5	0%, option to purchase 100%
Nauquipa	01-03611-13	Nauquipa 5	2	100%

Since January 2015, the Company has spent a significant and appropriate amount of time and resources attempting to divest the Peruvian Assets. This has involved making contact with approximately 50 resources companies who may have an interest in acquiring the Peruvian Assets, including 7 major mining companies with operations in Peru, to determine whether any of them had any interest in acquiring the Peruvian Assets. The Company's focus was on larger companies due to the early stage nature of the projects which comprise the Peruvian Assets and the porphyry copper targets. The feedback from the majority of the companies approached was that the projects comprising the Peruvian Assets were too early stage to be of interest to them. Despite the Company's best efforts, none of these discussions has led to an offer to acquire the Peruvian Assets, and the Company has determined that the best available proposal to divest the Peruvian Assets is an offer from Paradigm Investments SA Pty Ltd (the Purchaser ) ( Offer ).

The Purchaser is a private company with the following shareholders:

(a) Mr Bernard Rowe – Managing Director of the Company;

(b) Mr Patrick Elliott – non-executive Director of the Company;
(c) Mrs Joanna Morbey – company secretary of the Company;
(d) Peter Nicholson –former Director of the Company; and
(e) Robert Reynolds –former Chairman and Director of the Company.

The key terms of the Offer are as follows:

(a) ( Sale Assets ) The Purchaser will acquire all of the Peruvian Assets from the Company through an acquisition of the following subsidiaries of the Company:
(i) PGPL Minerals South America Pty Limited, incorporated in British Columbia (BC0693832);
(ii) Paradigm Peru SAC, incorporated in Peru (Public Registry Number: 11665490); and
(iii) PGPL Minerals Middle America Pty Limited, incorporated in British Columbia (BC0693845).

The Purchaser will also acquire all exploration data owned or held by the Company in relation to the Peruvian Assets.

(b) ( Consideration ) The consideration for the sale and purchase of the Peruvian Assets is A$20,000, paid on signing the formal sale and purchase agreement. By acquiring the subsidiaries which hold the Peruvian Assets, the Purchaser will assume liability for all holding costs and other commitments in relation to the Peruvian Assets. The Company estimates that these holding costs will amount to:
(i) US$22,500 in annual tenement fees;
(ii) US$60,000 in other annual in-country costs (including maintaining a presence in Peru and other administrative costs);
(iii) a one off deferred payment in relation to the Peruvian Assets of US$39,700 payable in June 2017; and
(iv) US$10,000 in rehabilitation costs.
(c) ( Conditions ) The Offer is subject to Shareholder approval. If the Shareholder approval condition is not satisfied on or before 31 December 2016, either party may terminate the transaction and the Company will be required to refund the consideration paid by the Purchaser.

4.2 Independent Expert's Report

The Directors resolved to appoint the Independent Expert and commissioned it to prepare a report to provide an opinion as to whether or not the transaction the subject of Resolution 2 is fair and reasonable to the non-associated Shareholders.

What is fair and reasonable must be judged by the Independent Expert in all the circumstances of the proposal. This requires taking into account the likely advantages to Shareholders if the proposal is approved and comparing them with the disadvantages to them if the proposal is not approved.

The Independent Expert has concluded that the transaction the subject of Resolution 2 is fair and reasonable to the non-associated Shareholders.

The Company strongly recommends that you read the Independent Expert's Report in full, a copy of which is in Annexure A to this Explanatory Memorandum.

4.3 Shareholder approval of the Disposal

Resolution 2 seeks shareholder approval pursuant to Listing Rule 10.1 for the divestment of the Peruvian Assets to the Purchaser.

Resolution 2 is an ordinary Resolution and is subject to completion of the Acquisition.

4.4 Listing Rule 10.1

Listing Rule 10.1 provides that a company must ensure that it does not acquire a substantial asset from, or disposes of a substantial asset to, a related party, a substantial holder or an associate of the company without the approval of its shareholders.

Substantial asset

For the purposes of Listing Rule 10.1 an asset is substantial if its value, or the value of the consideration for it is, or in ASX's opinion is, 5% or more of the equity interests of the entity as set out in the latest accounts given to ASX under the Listing Rules.

The equity interests of the Company as defined by the Listing Rules and as set out in the latest accounts given to ASX under the Listing Rules (being for the half year ending 31 December 2016) were $630,624.

The Independent Expert's Report determined that the preferred value of the Peruvian Assets is $40,143 (with a range of $35,268 to $45,018).

Independent Expert's Report

Listing Rule 10.10.2 requires a notice of meeting containing a resolution under Listing Rule 10.1 to include a report on the transaction from an independent expert. The Independent Expert's Report set out in Annexure A sets out a details independent examination of the divestment of the Peruvian Assets to the Purchaser to enable non-associated Shareholders to assess the merits and decide on whether to approve Resolution 2.

To the extent that it is appropriate, the Independent Expert's Report sets out further information with respect to the divestment of the Peruvian Assets and concludes that it is fair and reasonable to the non-associated Shareholders. Shareholders are urged to carefully read the Independent Expert's Report to understand its scope, the methodology of the valuation and the sources of information and assumptions made.

4.5 If Peruvian Assets are divested

The Company received the consideration of $20,000 from the Purchaser on signing the formal sale and purchase agreement. As the formal sale and purchase agreement is conditional on the conditions outlined in Section 4.1 being satisfied, the Company will be required to refund the $20,000 paid by the Purchaser if those conditions aren't satisfied prior to 31 December 2016. Divestment of the Peruvian Assets will result in the Company not having to pay recurring commitments and holding costs in relation to the Peruvian Assets. The Company estimates that these commitments and holding costs will amount to approximately:

(a) US$22,500 in annual tenement fees;
(b) US$60,000 in other annual in-country costs (including maintaining a presence in Peru and other administrative costs);
(c) a one off deferred payment in relation to the Peruvian Assets of US$39,700 payable in June 2017; and
(d) US$10,000 in rehabilitation costs.

The Company's assets following the divestment of the Peruvian Assets will comprise of:

(a) its mining and exploration assets in the USA; and
(b) its interest in the Project under the Option Agreement.

On completion of the divestment of the Peruvian Assets to the Purchaser, the Company will have no further commitments or liabilities in relation to those assets.

4.6 If Peruvian Assets are not divested

In the event that the non-associated Shareholders do not approve the divestment of the Peruvian Assets to the Purchaser:

(a) refund the $20,000 paid to it by the Purchaser;
(b) the Company will continue to be liable for holding costs in relation to the Peruvian Assets, which the Company estimates will amount to approximately:
(i) US$22,500 in annual tenement fees;
(ii) US$60,000 in other annual in-country costs (including maintaining a presence in Peru and other administrative costs);
(iii) a one off deferred payment in relation to the Peruvian Assets of US$39,700 payable in June 2017; and
(i) US$10,000 in rehabilitation costs; and
(c) the Company will seek other potential buyers for the Peruvian Assets.

If a buyer for the Peruvian Assets is not able to be found, the Company may consider winding up its Peruvian operations. The Company estimates that it would incur one-off costs of approximately $119,689 to wind up its Peruvian operations (comprising the one off deferred payment referred to in paragraph (a)(iii) above, employee related costs, costs to wind up the subsidiaries which hold the Peruvian assets and rehabilitation costs).

4.7 Other Material Information

There is no other information material to the making of a decision by a non-associated Shareholder whether or not to approve Resolution 2 (being information that is known to any of the Directors and which has not been previously disclosed to Shareholders) other than as disclosed in this Explanatory Memorandum.

5. Definitions

Acquisition has the meaning in Section 3.1.

AEST means Australian Eastern Standard Time, being the time in Sydney, New South Wales.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Board means the board of Directors.

Chairman means the person appointed to chair the Meeting.

Company means Global Geoscience Limited ACN 098 564 606.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Due Diligence Period has the meaning in Section 3.1.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Independent Expert means BDO Corporate Finance (WA) Pty Ltd.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of Meeting.

Option Agreement has the meaning in Section 3.1.

Peruvian Assets has the meaning in Section 4.1.

Project has the meaning in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

Purchaser means Paradigm Investments SA Pty Limited (ACN 611 195 325).

Resolution means a resolution contained in this Notice.

Second Payment Shares has the meaning in Section 3.1.

Section means a section contained in this Explanatory Memorandum.

Seller means Boundary Peak Minerals LLC.

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

Shareholder means a shareholder of the Company.

In this Notice, words importing the singular include the plural and vice versa.

GLOBAL GEOSCIENCE LIMITED

ACN 098 564 606

P R O X Y F O R M

The Company Secretary Global Geoscience Limited

Hand delivery: By post: By facsimile: Level 12, 225 George Street Boardroom Pty Limited + 61 2 9290 9655 Sydney NSW 2000, Australia GPO Box 3993 Sydney NSW 2001, Australia

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We[1] ______________

of _________________

being a Shareholder/Shareholders of the Company and entitled to ____________ votes in the Company, hereby appoint:

The Chairman of the  OR if you are NOT appointing the Chairman of the Meeting (mark box) Meeting as your proxy, please write the name and address of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally on my/our behalf at the Meeting to be held at the offices of BDJ Partners, Level 13, 122 Arthur Street, North Sydney on Monday, 22 August 2016 at 10.00am (AEST) and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit, except for as set out below).

The Chairman of the Meeting intends to vote undirected proxies in favour of each Resolution.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the Meeting.

Please read the voting instructions overleaf before marking any boxes with an  .

Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

For Against Abstain

Resolution 1 Approval to issue Consideration Shares Resolution 2 Approval to divest Peruvian Assets

Authorised signature/s

This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

The Chairman of the Meeting intends to vote undirected proxies in favour of each Resolution.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary _____ __ _____ Contact Name Contact Daytime Telephone Date 1Insert name and address of Shareholder

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided: Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the address below no later than 48 hours prior to the time of commencement of the Meeting (AEST).

Hand deliveries : Level 12, 225 George Street, Sydney NSW 2000, Australia

Postal address: Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001, Australia

Facsimile: (02) 9290 9655 if faxed from within Australia or + 61 2 9290 9655 if faxed from outside Australia.

Annexure A – Independent Expert's Report

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GLOBAL GEOSCIENCE LIMITED Independent Expert’s Report

OPINION: Fair and Reasonable

07 July 2016

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Financial Services Guide

07 July 2016

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 (‘ we ’ or ‘ us ’ or ‘ ours ’ as appropriate) has been engaged by Global Geoscience Limited (‘ GSC ‘) to provide an independent expert’s report on the proposal to dispose of its Peruvian assets to an entity controlled by existing and former directors. You will be provided with a copy of our report as a retail client because you are a shareholder of GSC.

Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client, a Financial Services Guide (‘ FSG ’). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

Who we are and how we can be contacted;
The services we are authorised to provide under our Australian Financial Services Licence, Licence No. 316158;
Remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;
Any relevant associations or relationships we have; and
Our internal and external complaints handling procedures and how you may access them.

Information about us

BDO Corporate Finance (WA) Pty Ltd is a member firm of the BDO network in Australia, a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International). The financial product advice in our report is provided by BDO Corporate Finance (WA) Pty Ltd and not by BDO or its related entities. BDO and its related entities provide services primarily in the areas of audit, tax, consulting and financial advisory services.

We do not have any formal associations or relationships with any entities that are issuers of financial products. However, you should note that we and BDO (and its related entities) might from time to time provide professional services to financial product issuers in the ordinary course of business.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence that authorises us to provide general financial product advice for securities to retail and wholesale clients.

When we provide the authorised financial services we are engaged to provide expert reports in connection with the financial product of another person. Our reports indicate who has engaged us and the nature of the report we have been engaged to provide. When we provide the authorised services we are not acting for you.

General Financial Product Advice

We only provide general financial product advice, not personal financial product advice. Our report does not take into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice.

BDO CORPORATE FINANCE (WA) PTY LTD

Financial Services Guide

Page 2

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Fees, commissions and other benefits that we may receive

We charge fees for providing reports, including this report. These fees are negotiated and agreed with the person who engages us to provide the report. Fees are agreed on an hourly basis or as a fixed amount depending on the terms of the agreement. The fee payable to BDO Corporate Finance (WA) Pty Ltd for this engagement is approximately $18,000.

Except for the fees referred to above, neither BDO, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

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All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report. We have received a fee from GSC for our professional services in providing this report. That fee is not linked in any way with our opinion as expressed in this report.

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As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing addressed to The Complaints Officer, BDO Corporate Finance (WA) Pty Ltd, PO Box 700 West Perth WA 6872.

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A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service (‘ FOS ’). FOS is an independent organisation that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial service industry. FOS will be able to advise you as to whether or not they can be of assistance in this matter. Our FOS Membership Number is 12561. Further details about FOS are available at the FOS website www.fos.org.au or by contacting them directly via the details set out below.

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1.	Introduction	1
2.	Summary and Opinion	2
3.	Scope of the Report	4
4.	Outline of the Proposed Transaction	6
5.	Profile of Global Geoscience Limited	7
6.	Profile of Paradigm Investments SA Pty Ltd	15
7.	Economic analysis	16
8.	Industry analysis	18
9.	Valuation approach adopted	23
10.	Valuation of the Acquisition Subsidiaries	24
11.	Valuation of Consideration	28
12.	Is the Proposed Transaction fair?	29
13.	Is the Proposed Transaction reasonable?	30
14.	Conclusion	31
15.	Sources of information	31
16.	Independence	32
17.	Qualifications	32
18.	Disclaimers and consents	33

Appendix 1 – Glossary and copyright notice

Appendix 2 – Valuation Methodologies

Appendix 3 – Quoted market price analysis of GSC shares

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07 July 2016

The Directors Global Geoscience Limited Suite 203 161 Walker Street North Sydney NSW 2060

Dear Directors

INDEPENDENT EXPERT’S REPORT

1. Introduction

On 3 June 2016, Global Geoscience Limited ( ‘GSC’ or ‘the Company’ ) announced that it had entered into a conditional option agreement ( ‘Option Agreement’ ) with Boundary Peak Minerals LLC ( ‘Boundary Peak’ ) whereby the Company has the option to acquire a 100% interest in the advanced Rhyolite Ridge Lithium-Boron Project ( ‘Lithium-Boron Project’ ) in Nevada.

Prior to completion of the above Option Agreement, GSC has proposed to divest its mineral exploration assets in Peru ( ‘Peruvian Assets’ ) to Paradigm Investments SA Pty Ltd ( ‘Purchaser’ ) ( ‘Proposed Transaction ’). In consideration for the Proposed Transaction, the Purchaser will pay GSC an amount of approximately AU$20,000 payable upon signing of a formal sale and purchase agreement.

The Purchaser will acquire all of the Peruvian Assets from GSC through the acquisition of the following subsidiaries of the Company:

PGPL Minerals South America Pty Limited, incorporated in British Columbia (BC0693832) ( ‘PGPL South America’ );
Paradigm Peru SAC, incorporation in Peru (Public Registry Number: 11665490) ( ‘Paradigm Peru’ and
PGPL Minerals Middle America Pty Limited, incorporated in British Columbia (BC0693845) ( ‘PGPL Middle America’ ).

Collectively referred to as ‘ Acquisition Subsidiaries’.

As the Purchaser is a related party entity controlled by current and former directors of GSC, and as the Proposed Transaction involves the Purchaser acquiring assets with a potential value of more than 5% of the equity of the Company, the Company will need to obtain approval from the non-associated shareholders of GSC (‘ Shareholders’ ) as prescribed by Australian Stock Exchange ( ‘ASX’ ) Listing Rule 10.1.

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 AFS Licence No 316158 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Finance (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

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2. Summary and Opinion

2.1 Purpose of the report

The directors of GSC have requested that BDO Corporate Finance (WA) Pty Ltd (‘ BDO ’) prepare an independent expert’s report (‘ our Report ’) to express an opinion as to whether or not the Proposed Transaction is fair and reasonable to the non-associated shareholders of GSC (‘ Shareholders ’).

Our Report is prepared pursuant to ASX listing rule 10.1 and is to be included in the Notice of Meeting and Explanatory Memorandum for GSC in order to assist the Shareholders in their decision whether to approve the Proposed Transaction.

2.2 Approach

Our Report has been prepared having regard to Australian Securities and Investments Commission (‘ ASIC ’), Regulatory Guide 111 ‘Content of Expert’s Reports’ (‘ RG 111 ’) and Regulatory Guide 112 ‘Independence of Experts’ (‘ RG 112 ’).

In arriving at our opinion, we have assessed the terms of the Proposed Transaction as outlined in the body of this report. We have considered:

How the value of the assets being disposed compares to the value of the consideration to be paid for the assets;
The likelihood of a superior alternative offer being available to GSC;
Other factors which we consider to be relevant to the Shareholders in their assessment of the Proposed Transaction; and
The position of Shareholders should the Proposed Transaction not proceed.

2.3 Opinion

We have considered the terms of the Proposed Transaction as outlined in the body of this report and have concluded that, in the absence of a superior offer, the Proposed Transaction is fair and reasonable to Shareholders.

2.4 Fairness

As determined in section 12, while the value of Acquisition Subsidiaries being disposed of is greater than the value of the Consideration payable for the Acquisition Subsidiaries, in consideration of the estimated dissolution costs, we consider the Proposed Transaction to be fair to the shareholders of GSC.

		Low	Preferred	High
	Ref
		$	$	$
Value of Acquisition Subsidiaries	10.1	35,268	40,143	45,018
Less: dissolution costs	12	(119,689)	(119,689)	(119,689)
Value of the Consideration	11	20,000	20,000	20,000

The above pricing indicates that, in the absence of any other relevant information, the Proposed Transaction is fair for the Shareholders.

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2.5 Reasonableness

We have considered the analysis in section 13 of this report, in terms of both

advantages and disadvantages of the Proposed Transaction; and
other considerations, including the position of Shareholders if the Proposed Transaction does not proceed and the consequences of not approving the Proposed Transaction.

In our opinion, the position of Shareholders if the Proposed Transaction is approved is more advantageous than the position if the Proposed Transaction is not approved. Accordingly, in the absence of any other relevant information and/or a superior proposal we believe that the Proposed Transaction is reasonable for Shareholders.

The respective advantages and disadvantages considered are summarised below:

ADVANTAGES AND DISADVANTAGES	ADVANTAGES AND DISADVANTAGES
Section	Advantages	Section	Disadvantages
13.2	The Proposed Transaction is fair	13.3	The Company will no longer hold any assets in Peru
13.2	Funds will be spent on the development of the Lithium-Boron Project
13.2	Control of GSC remains unchanged
13.2	The Company will be released from all future obligations in relation to the Peruvian Assets
13.2	The Proposed Transaction is in line with the Company’s strategy to focus on the development of the Lithium-Boron Project and future development of its 100% owned exploration projects located in Nevada and Arizona

Other key matters we have considered include:

Section	Description
13.2	Alternative Proposal

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3. Scope of the Report

3.1 Purpose of the Report

ASX Listing Rule 10.1 requires that a listed entity must obtain shareholders’ approval before it acquires or disposes of a substantial asset, when the consideration to be paid for the asset or the value of the asset being disposed constitutes more than 5% of the equity interest of that entity at the date of the last audited accounts. Based on the reviewed accounts as at 31 December 2015, the preferred value of the Acquisition Subsidiaries being disposed is approximately 6.37% of the equity interest of GSC. As such, the divestment of the Acquisition Subsidiaries will not result in the disposal of a substantial asset.

ASX Listing Rule 10.1 also applies where the vendor or acquirer of the relevant assets is a related party of the listed entity. The Purchaser is a related party entity controlled by existing and former directors of the Company.

Listing Rule 10.10.2 requires the Notice of Meeting for shareholders’ approval to be accompanied by a report by an independent expert expressing their opinion as to whether the transaction is fair and reasonable to the shareholders whose votes are not to be disregarded in respect of the transaction nonassociated shareholders.

Accordingly, an independent experts’ report is required for the Proposed Transaction. The report should provide an opinion by the expert stating whether or not the terms and conditions in relation thereto are fair and reasonable to non-associated shareholders of GSC.

3.2 Regulatory guidance

Neither the Listing Rules nor the Corporations Act defines the meaning of ‘fair and reasonable’. In determining whether the Proposed Transaction is fair and reasonable, we have had regard to the views expressed by ASIC in RG 111. This regulatory guide provides guidance as to what matters an independent expert should consider to assist security holders to make informed decisions about transactions.

This regulatory guide suggests that, where an expert assesses whether a related party transaction is ‘fair and reasonable’ for the purposes of ASX Listing Rule 10.1, this should not be applied as a composite test— that is, there should be a separate assessment of whether the transaction is ‘fair’ and ‘reasonable’, as in a control transaction. An expert should not assess whether the transaction is ‘fair and reasonable’ based simply on a consideration of the advantages and disadvantages of the proposal.

We do not consider the Proposed Transaction to be a control transaction. As such, we have used RG 111 as a guide for our analysis but have considered the Proposed Transaction as if it were not a control transaction.

3.3 Adopted basis of evaluation

RG 111 states that a transaction is fair if the value of the offer price or consideration is greater than the value of the securities subject of the offer. In the case of GSC the Acquisition Subsidiaries are the ‘subject of the offer’. This comparison should be made assuming a knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm’s length. RG 111 states that when considering the value of the securities subject of the offer in a control transaction the expert should consider this value inclusive of a control premium. However, as stated in Section 3.2 we do not consider that the Proposed Transaction is a control transaction. As such, we have not included a premium for control when considering the value of the Peruvian Assets.

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Further to this, RG 111 states that a transaction is reasonable if it is fair. It might also be reasonable if despite being ‘not fair’ the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid.

Having regard to the above, BDO has completed this comparison in two parts:

A comparison between the value of the consideration provided and the value of Acquisition Subsidiaries being disposed of (fairness – see Section 12 ‘Is the Proposed Transaction Fair?’); and
An investigation into other significant factors to which Shareholders might give consideration, prior to approving the resolution, after reference to the value derived above (reasonableness – see Section 13 ‘Is the Proposed Transaction Reasonable?’).

3.4 APES 225 Compliance

This assignment is a Valuation Engagement as defined by Accounting Professional & Ethical Standards Board professional standard APES 225 ‘Valuation Services’ (‘ APES 225 ’).

A Valuation Engagement is defined by APES 225 as follows:

‘an Engagement or Assignment to perform a Valuation and provide a Valuation Report where the Valuer is free to employ the Valuation Approaches, Valuation Methods, and Valuation Procedures that a reasonable and informed third party would perform taking into consideration all the specific facts and circumstances of the Engagement or Assignment available to the Valuer at that time.’

This Valuation Engagement has been undertaken in accordance with the requirements set out in APES 225.

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4. Outline of the Proposed Transaction

4.1 Outline of the Proposed Transaction

On 3 June 2016, the Company announced that it had entered into a conditional option agreement with Boundary, a private Nevada company, to acquire a 100% interest in the Rhyolite Ridge Lithium-Boron Project in Nevada.

Through the acquisition of the Lithium-Boron Project, the Company intends to grow its existing portfolio of mineral exploration assets located in Nevada and Arizona. As such, the Company has proposed to divest its Peruvian mineral exploration assets to Paradigm Investments SA Pty Ltd, the Purchaser.

The Purchaser is a related entity controlled by former and existing board members of GSC. The shareholders of the Purchaser comprise:

Mr Bernard Rowe – Managing Director of GSC;
Mr Patrick Elliot – Non-Executive Director of GSC;
Mrs Joanna Morbey – Company Secretary of GSC;
Mr Peter Nicholson – former Director of GSC; and
Mr Robert Reynolds – former Director of GSC.

The Peruvian Assets subject to the Proposed Transaction comprise the following tenements:

Project	Tenement ID	Tenement Name	Area (km2)	GSC Equity Interest (%)
Mancha Pampa	01-02663-04	Quillcata 1	10	100%
Mancha Pampa	01-02655-04	Quillcata 2	4	100%
Sara Sara	01-01409-09	Kapish 1	4	100%
Sara Sara	01-01410-09	Kapish 2	8	100%
Sara Sara	01-01411-09	Kapish 3	6	100%
Sara Sara	01-01319-09	Karico 1	5	0% - option to acquire 100%
Nauquipe	01-03611-13	Nauquipe 5	2	100%

Source: Notice of Meeting and Explanatory Memorandum

In consideration for the Proposed Transaction, the Purchaser will pay GSC an amount of approximately $20,000 payable upon the signing of a formal sale and purchase agreement ( ‘Consideration’ ).

4.2 Terms of the Proposed Transaction

The Purchaser will acquire all of the Peruvian Assets from the GSC through the acquisition of the following subsidiaries of the Company:

PGPL Minerals South America Pty Limited, incorporated in British Columbia (BC0693832);
Paradigm Peru SAC, incorporation in Peru (Public Registry Number: 11665490); and
PGPL Minerals Middle America Pty Limited, incorporated in British Columbia (BC0693845).

According to the terms of the Proposed Transaction, the Purchaser will also acquire all exploration data owned or held by the Company in relation to the Peruvian Assets.

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By acquiring the above subsidiaries which hold the Peruvian Assets, the Purchaser will assume liability for all holding costs and other commitments in relation the Peruvian Assets. The Company estimates that these holding costs will amount to:

US$22,500 in annual tenement fees;
US$60,000 in other annual in-country costs (including maintain a presence in Peru and other administrative costs);
a one-off deferred payment in relation to the Peruvian Assets of US$39,700 payable in June 2017; and
US$10,000 in rehabilitation costs.

4.3 Conditions Precedent

The Proposed Transaction is subject to the approval by Shareholders. If Shareholder approval is not granted on or before 31 December 2016, either party may terminate the Proposed Transaction.

5. Profile of Global Geoscience Limited

5.1 History

GSC is an Australian greenfield exploration company focused on the exploration for gold, silver and copper. The Company listed on the ASX on 19 December 2007. GSC primary focus its 100% owned projects located in Nevada and Arizona in the United States. The Company is headquartered in Sydney, Australia.

Currently, the Board of Directors comprises the following people:

Mr Bernard Rowe - Managing Director and Director;
Mr Gabriel Mario Chiappini – Director;
Mr Barnaby Egerton-Warburton – Director;
Mr Patrick Elliott – Director; and
Ms Joanna Morbey - Company Secretary.

5.2 Projects

The Company currently has 100% interest in the following projects located in Nevada, Arizona and Peru:

New Morenci Copper Project, Arizona
Tokop Gold Project, Nevada;
Bartlett Cu-Au Project, Nevada;
Orovada Au Project, Nevada;
Lone Mt Gold and Ag-Pb-Zn Project, Nevada (GSC option to acquire 100%);
Towers Mountain Cu-Mo Project, Arizona;
Mancha Pampa Cu-Au Project, Peru;

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Sara Sara Cu-Mo-Ag Project, Peru; and
Nauquipe Cu-Mo-Ag Project, Peru.

Set out below is a brief description of the three projects located in Peru, which are the subject of the Proposed Transaction.

5.3 Peruvian Assets

GSC intends to divest its mineral exploration assets in Peru, comprising the following projects.

Mancha Pampa Cu-Au-Ag Project, Peru (GSC 100%)

The Mancha Pampa Cu-Au-Ag Project ( ‘Mancha Pampa’ ) is a porphyry copper-gold project and is located 150km south east of Lima and 100km south east of Toromocho in the Yauyos district in central Peru. GSC owns 100% of Mancha Pampa which covers an area of 14 square kilometres ( ‘km[2] ’ ).

The Quillcate prospect at Mancha Pampa was discovered following a regional structural targeting program and covers an 800x1000m zone that is located on a porphyry intrusion. The intrusion has significant copper and gold mineralisation at surface and has never been drilled.

Sara Sara Cu-Mo-Ag Project, Peru (GSC 100%)

Sara Sara Cu-Mo-Ag Project ( ‘Sara Sara’ ) is a porphyry copper project that is located 100km from the coast in the Department of Arequipa in Southern Peru. GSC holds 100% interests in tenements covering an area of 18km[2] with no royalties and has the option to purchase 100% of a further 5km[2 ] subject to a 1% net smelter royalty. Currently, the 5km[2] is owned by Sicoin SRL, a small private Peruvian company.

Nauquipe Cu-Mo-Ag Project, Peru (GSC 100%)

The Nauquipe Cu-Mo-Ag Project ( ‘Nauquipe’ ) tenement was recently granted during the March 2016 quarter. GSC holds a 100% interest in the claim which covers an area of approximately 2km[2] . Work has yet to be conducted on the tenement which has restricted access because of a buffer zone to a nature reserve. The target area covered five mining claims but only one was granted.

5.4 Corporate Structure

Shown below is the corporate structure of GSC:

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Source: Provided by management of GSC

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5.5 Historical Balance Sheet

Statement of Financial Position	Reviewed as at Audited as at Audited as at
	31-Dec-15 30-Jun-15 30-Jun-14
	$ $ $
CURRENT ASSETS
Cash and cash equivalents	598,265 45,316 294,565
Trade and other receivables	13,195 17,665 99,645
TOTAL CURRENT ASSETS	611,460 62,981 394,210
NON-CURRENT ASSETS
Shares in listed company	25,081 38,457 25,081
Plant and equipment	14,553 19,231 25,804
Deferred exploration and evaluation expenditure	- 3,230,619 3,450,716
TOTAL NON-CURRENT ASSETS	39,634 3,288,307 3,501,601
TOTAL ASSETS	651,094 3,351,288 3,895,811

CURRENT LIABILITIES
Trade and otherpayables	20,470 25,238 67,982
TOTAL CURRENT LIABILITIES	20,470 25,238 67,982
TOTAL LIABILITIES	20,470 25,238 67,982
NET ASSETS	630,624 3,326,050 3,827,829

EQUITY
Issued capital	15,733,021 14,385,124 13,856,603
Reserves	470,405 470,405 464,005
Accumulated losses	(15,572,802) (11,529,479) (10,492,779)
TOTAL EQUITY	630,624 3,326,050 3,827,829

Source: Audited financial statements for the years ended 30 June 2014 and 30 June 2015 and reviewed half-yearly financial statements for the period ended 31 December 2015.

For the year ended 30 June 2015 and the six month period to 31 December 2016, the financial statements were prepared on a going concern basis, which assumes the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Directors are considering several alternatives in relation to future capital raisings and investments in the Company’s projects. Should the fund raising be unsuccessful, it would indicate a material uncertainty which may cast doubt about the Company’s ability to continue as a going concern and the Company’s ability to pay its debts as and when they fall due. The Directors are confident of securing funds as and when required to meet the Company’s obligations as and when they fall due.

Commentary on Historical Balance Sheet:

As shown above, cash and cash equivalents decreased significantly from $294,565 as at 30 June 2014 to $45,315 as at 30 June 2015 due to cash restraints experienced during the financial year ended 30 June 2015. Management has advised that as a result of the cash restraints, on 28 October 2015, the Company entered into a mandate agreement with Cygnet Capital Pty Ltd ( ‘Cygnet’ ) to raise approximately $1 million through the issue of 500,000,000 shares at $0.002 per share. The capital raising was complete by 31 December 2015, with the funds being applied towards working capital, maintenance of the Company’s existing assets and the review of new opportunities.

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The breakdown for receivables is set out below:

Trade and other receivables	Reviewed as at Audited as at Audited as at
	31-Dec-15 30-Jun-15 30-Jun-14
	$ $ $
Prepaid Insurance	5,634 13,216 14,924
GST receivables	5,940 2,829 24,994
Other receivables	1,621 1,620 1,620
Recoverable expenses	- - 58,107
TOTAL TRADE AND OTHER RECEIVABLES	13,195 17,665 99,645

As shown above, trade and other receivables decreased significantly from $99,645 as at 30 June 2014 to $17,655 as at 30 June 2015 primarily due to a decrease in GST receivables and recoverable expenses.
Under the terms of an exploration agreement entered into between Antofagasta Plc ( ‘Antofagasta’) and GSC, Antofagasta owed GSC $58,107 in recoverable exploration expenditure.
Shares in a listed company primarily relate to shares held in White Rock Minerals Limited ( ‘WRM’ ). Management has advised that in keeping with the Company’s policy of divesting non-core assets, the shares held in WRM have been sold as at the date of our Report.
Plant and equipment comprises plant and equipment and website expenditure.
The breakdown of deferred exploration and evaluation expenditure as at 30 June 2015 is as set out below:

Deferred exploration & evaluation expenditure	Audited as at
	30-Jun-15
	$
Mancha Pampa	772,379
Sara Sara	3,765,055
Less: Provision for impairment	(1,855,922)
Tokop	1,773,395
Less: Provision for impairment	(877,351)
Lone Mountain	2,125,123
Less: Provision for impairment	(1,022,111)
Bartlett Peak	435,254
Excelsior Springs	1,567,521
Orovada	309,550
Less: Osisko Reimbursement	(3,971,490)
Towers Mountain	322,752
New Morenci	595,319
Less: Antofagasta Reimbursement	(708,855)
TOTAL DEFERRED EXPLORATION & EVALUATION EXP.	3,230,619

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 The breakdown of trade and other payables is as set out below:

Trade and other payables	Reviewed as at Audited as at Audited as at
	31-Dec-15 30-Jun-15 30-Jun-14
	$ $ $
Trade creditors	470 5,238 47,982
Accrued expenses - Loan from B. Rowe	20,000 20,000 20,000
TOTAL TRADE AND OTHER PAYABLES	20,470 25,238 67,982

Trade creditors decreased from $47,982 as at 30 June 2014 to $5,238 as at 30 June 2015 as no exploration work was undertaking during the financial year ended 30 June 2015.
Due to cash constraints experienced during the financial year ended 30 June 2015, Bernard Rowe, the Managing Director of GSC, loaned the Company $20,000 to cover tenement holding costs.

Breakdown of Acquisition Subsidiaries:

Shown below are the historical balance sheets of the Acquisition Subsidiaries as at 31 December 2015.

PGPL Minerals South America Pty Limited

PGPL South America	Mgmt a/c as at
	31-Dec-15
	$
CURRENT ASSETS
Cash and cash equivalents	577
TOTAL CURRENT ASSETS	577
NON-CURRENT ASSETS
Investments - Paradigm Peru	100
Loan - Paradigm Peru	6,059,063
TOTAL NON-CURRENT ASSETS	6,059,163
TOTAL ASSETS	6,059,740

CURRENT LIABILITIES
Loan - Global Geoscience Ltd	5,861,204
TOTAL CURRENT LIABILITIES	5,861,204
TOTAL LIABILITIES	5,861,204
NET ASSETS	198,536

EQUITY
Issued capital	256,418
Retained earnings	(56,645)
Current year earnings	(1,237)
TOTAL EQUITY	198,536

Source: Management accounts as at 31 December 2015

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Paradigm Peru SAC

Paradigm Peru	Reviewed as at
	31-Dec-15
	$
CURRENT ASSETS
Cash and cash equivalents	18,372
TOTAL CURRENT ASSETS	18,372
NON-CURRENT ASSETS
Office equipment	9,952
TOTAL NON-CURRENT ASSETS	9,952
TOTAL ASSETS	28,324

CURRENT LIABILITIES
Loan – PGPL South America	6,059,063
TOTAL CURRENT LIABILITIES	6,059,063
TOTAL LIABILITIES	6,059,063
NET ASSETS	(6,030,739)

EQUITY
Issued capital	100
Retained earnings	(3,258,562)
Current year earnings	(2,772,277)
TOTAL EQUITY	(6,030,739)

Source: Management accounts as at 31 December 2015

PGPL Minerals Middle America Pty Limited

PGPL Mddle America	Reviewed as at
	31-Dec-15
	$
CURRENT ASSETS
Cash and cash equivalents	231
TOTAL CURRENT ASSETS	231
TOTAL ASSETS	231

CURRENT LIABILITIES
Loan - Global Geoscience Ltd	201,193
TOTAL CURRENT LIABILITIES	201,193
TOTAL LIABILITIES	201,193
NET ASSETS	(200,962)

EQUITY
Issued capital	165,857
Retained earnings	(365,082)
Current year earnings	(1,737)
TOTAL EQUITY	(200,962)

Source: Management accounts as at 31 December 2015

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5.6 Historical Statement of Comprehensive Income

Statement of Comprehensive Income	Reviewed for the Audited for the Audited for the
	period ended 31-Dec-15 year ended 30-Jun-15 year ended 30-Jun-14
	$ $ $
Revenue
Revenue from ordinary activities	413 12,752 95,948
Expenses
Accountancy and audit fees	(27,017) (57,544) (49,465)
Administration expense	(31,078) (66,963) (123,482)
Consultancy fees	(171,900) (21,143) (116,373)
Depreciation expense	(4,677) (6,573) (9,063)
Directors' fees	(80,000) (40,000) (80,000)
Employee expenses	- (63,920) (104,280)
Generative exploration expenses written off	(178,119) (717,041) (437,011)
Legal fees	(11,794) - -
Occupancy expenses	(15,000) (30,000) (30,000)
Provision for impairment of exploration assets	(3,477,294) - (3,755,384)
Share registry and ASX costs	(29,881) (37,297) (37,726)
Translation costs	(3,600) (7,065) (24,143)
Revaluation of investments	(13,376) 13,376 (33,440)
Share based payments	- (6,400) (107,620)
Travel and accommodation	- (4,031) (13,029)
Write off Subsidiary	(500) (310,595) -
Loss from continuing operations before income tax	(4,043,823) (1,342,444) (4,825,068)
Income tax benefit/(expense)	- - -
Loss from continuing operations after income tax	(4,043,823) (1,342,444) (4,825,068)

Source: Audited financial statements for the years ended 30 June 2014 and 30 June 2015 and reviewed half-yearly financial statements for the period ended 31 December 2015.

Commentary on Historical Statement of Comprehensive Income:

 The breakdown for revenue from ordinary activities is as set out below:

Revenue from ordinary activities	Reviewed as at Audited as at Audited as at
	31-Dec-15 30-Jun-15 30-Jun-14
	$ $ $
Interest received	413 2,228 5,102
Administration fee	- 10,524 88,796
Other	- - 2,050
TOTAL RECEIVABLES	413 12,752 95,948

o Administration fee decreased to $10,524 during the financial year ended 30 June 2015 as a result of the business being scaled back.

Other revenue earned of $2,050 during the financial year ended 30 June 2014 related to a research and development grant received by the Company from the ATO.

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Majority of costs declined significantly during the financial year ended 30 June 2015 as a result of cost saving measures which were implemented during the financial year ended 30 June 2015 and a reduction in exploration expenditure.
Generative exploration expenses written off relate to the exploration of new opportunities. In the event, where no tenement was held, the exploration expenditure was written off.
Provision of impairment of exploration expenditure of $3.76 million during the financial year ended 30 June 2014 related to the write-down of Sara Sara, Tokop and Lone Mountain. As a result of the continued decline in global commodity prices, management has advised that the directors decided that provisions should be made against all projects, which amounted to $3.48 million during the six months ended 31 December 2015.
Re-valuation of investments relate to the market valuation of the shares held by GSC in WRM. Management has advised that in keeping with the Company’s policy of divesting non-core assets, the shares held in WRM have been sold as at the date of our Report.
Share based payments relate to the issue of options. No new options were issued during the six months to 31 December 2015.
Write off subsidiary of $310,595 during the financial year ended 30 June 2015 and $500 during the six months to 31 December 2015 relate to the liquidation of a subsidiary held by PGPL Middle America.

5.7 Capital Structure

The share structure of GSC as at 30 June 2016 is outlined below:

	Number
Total Ordinary Shares on Issue	909,068,761
Top 20 Shareholders	622,324,540
Top 20 Shareholders - % of shares on issue	68.46%

Source: Company Share Register

The range of shares held in GSC as at 30 June 2016 is as follows:

Range of Shares Held	No. of Ordinary Shareholders	No. of Ordinary Shares	% Issued Capital
1-1,000	29	2,817	0.00%
1,001-5,000	10	33,798	0.00%
5,001-10,000	53	481,983	0.05%
10,001-100,000	366	16,382,785	1.80%
100,001 – and over	312	892,167,378	98.14%
TOTAL	770	909,068,761	100.00%

Source: Company Share Register

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The ordinary shares held by the most significant shareholders as at 30 June 2016 are detailed below:

Name	of Ordinary Shares Held	Percentage of Issued Shares (%)
Mahsor Holdings Pty Ltd	112,702,533	12.40%
Mycatmax Pty Ltd	80,000,000	8.80%
HSBC Custody Nominees (Australia) Limited	60,926,391	6.70%
Holdrey Pty Ltd	53,500,000	5.89%
Total Top 4	307,128,924	33.79%
Others	601,939,837	66.21%
Total Ordinary Shares on Issue	909,068,761	100.00%

Source: Company Share Register

As at 30 June 2016, GSC has the following options on issue:

Expiry Date	Exercise Price	No. of Options
30 September 2016	$0.03	26,495,667

Source: Company Share Register

6. Profile of Paradigm Investments SA Pty Ltd

The Purchaser is a private company controlled by former and existing board members of GSC. The shareholders of the Purchaser comprise:

Mr Bernard Rowe – Managing Director of GSC;
Mr Patrick Elliot – Non-Executive Director of GSC;
Mrs Joanna Morbey – Company Secretary of GSC;
Mr Peter Nicholson – former Director of GSC; and
Mr Robert Reynolds – former Director of GSC.

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7. Economic analysis

7.1 Global Overview

The global economy has continued to grow, albeit at a slower rate than what was expected. Conditions have become challenging for a number of emerging market economies, while many advanced economies have improved over the past year. China’s growth rate continued to slow down over the first part of the year, although recent activities by Chinese policymakers tend to favour the short-term economic outlook.

Britain’s recent exit from the European Union has caused increased uncertainty in global financial markets, with initially sever decreases in the stock market. The US$2.8tn aggregate fall in the global stock markets on 24 June 2016 was the largest fall ever suffered and the drop in the value of Sterling on 24 June 2016 was the largest seen since 1992. The aftershocks of the vote have exacerbated an already poor economic environment in Europe, but the full impact of the result has probably yet to be seen. The reactions will continue to be felt until the political situation and follow up in the United Kingdom and at European Union level develop sufficiently to offer stability and, most importantly, certainty.

7.2 Australia

The Australian economy seems to be continuing to rebalance off the end of the mining investment boom. Throughout 2015, overall gross domestic product (‘GDP’) growth seemed to pick up, along with an increasingly healthy labour market. Continual growth is expected in Australia throughout 2016, however at a more moderate pace. Labour market signs have been mixed of late, but support the continued expansion of employment in the short term. The inflation rate remains low in Australia and given the low growth in labour costs, this is expected to continue for some time.

Commodities

Commodity prices have increased recently, however they are still much lower than that of a few years ago, with terms of trade remaining much lower than it has been in recent years. Prices tend to rely on demand, in particular from the Chinese industrial sector, along with the response to changes in supply.

Due to low oil prices, producers of bulk commodities have in general been reducing their cost of production, as oil is an important input for the transportation of these commodities. However, the ability for these producers to continue to reduce their costs is limited and may lead to firms exiting the market.

Low trade from the Australian economy will lead to tough market conditions, along with weak global commodity prices. This may be partially offset by the uncertainty created in global financial markets by Britain’s exit from the European Union, which has had a positive impact on gold prices.

Gold demand reached 1,290 tonnes in the first quarter of 2016, which is the second largest quarter on record with at 21% increase. This rise in demand was primarily driven by huge inflows into exchange traded funds ( ‘ETFs’ ). Prices have soared even further in recent times, increasing by approximately 5% on the day of the aforementioned British exit.

Since 2004, the lithium battery market has grown at a 20% compound annual growth rate due to growth within the rechargeable battery sector, particularly in smartphone and tablet sales and momentum in electric vehicle output. Over the short to medium term, continuing strong growth is forecasted, primarily driven by demand from the lithium battery market. The increasing likelihood of lithium derivative batteries being used in hybrid and electric vehicles contributes to the significant market upside of the commodity.

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Financial markets

The financial markets have seemed to improve after experiencing high levels of volatility over the past few months. The uncertainty about the global economic outlook and policy settings tend to have participants concerned. However, funding costs for high-quality borrowers remain low and monetary policy around the globe remains loose.

Interest rates

Credit is recording moderate growth overall. Low interest rates are acting to support borrowing, spending and domestic demand. Growth in lending to the housing market has broadly been steady over recent months. Dwelling prices continue to remain steady in Sydney and Melbourne, and have remained quiet in other cities around the country.

Australian Dollar

Over the past year, the Australian dollar has declined noticeably against a rising US dollar ( ‘USD’ ), though less so against a basket of currencies. Between early February and late April, the Australian dollar appreciated by 6% on a trade-weighted index basis and by 9% against the USD. This appreciation reflects increases in commodity prices, reduced expectations of the pace of policy tightening in the US by both the Federal Open Market Committee and the market. In order to achieve balanced growth in the economy, a lower exchange rate is likely to be needed.

Source: www.rba.gov.au Statement by Glenn Stevens, Governor: Monetary Policy Decision 7 June 2016

7.3 Peru

The GDP of Peru grew by 3.3% in 2015 predominantly due to the high output from the sectors of metal mining and services. Going forward, Peru’s GDP is projected to continue growing at 4.0% in 2016. The growth in 2016 will be driven by the primary sectors such as metal mining, manufacturing based on the processing of raw materials and fishing.

In particular, the production of copper increased by 25.8% in 2015 as new copper projects such as Toromocho and Constancia began production. Going forward, the production of copper is expected to continue to increase as a result of the expansion of Cerro Verde and ramp up in production at Las Bambas.

Unlike copper, the production of gold grew at a much lower rate of 3.5% during 2015 as mining projects such as Inmaculada came into production. Going forward, gold production is expected to decrease as a result of the decline in production at several gold projects.

As of June 2016, the Board of the Central Bank of Peru ( ‘BCP’ ) maintained the countries interest rate at 4.25%. In forming its decision, the BCP considered the reversing inflation expectations, local economic activity growing close to its potential growth level and uncertainty in the global economy’s recovery in terms of production and employment.

The PEN appreciated against the USD to 3.38 on 16 March 2016 continuing its upward trend since December 2015. The upward trend was driven by the uncertainty about China’s economic slow-down and the fall in global commodity prices. This led to greater risk aversion in the market which subsequently affected higher-risk assets worldwide and the currencies of several emerging market economies experienced significant depreciation until the end of February 2016. Following the recovery in global commodity prices and further stimulus by the European Central Bank, the USD/PEN exchange rate depreciated to 3.28 in early July 2016.

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8. Industry analysis

8.1 Gold

Gold is both a commodity and an international store of monetary value. Once mined, gold continues to exist indefinitely, often melted down and recycled to produce alternative or replacement products. This characteristic means that gold demand is supported by both mine production and gold recycling.

As illustrated in the chart below, gold mine production was approximately 3,155t in 2015 and gold consumption was 4,252t. Demand for gold has consistently exceeded supply over the last 10 years, and the escalated level of economic and financial uncertainty during recent years has caused investors to move capital from risky assets to gold assets, which are perceived to be a good store of monetary value. As a result, total gold demand as a percentage of total gold supply reached a high of 168% in 2010.

Gold Supply and Demand

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

5,000 180%
4,500 160%
4,000 140%
3,500
120%
3,000
100%
2,500
80%
2,000
60%
1,500
40%
1,000
500 20%
0 0%
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Gold Mine Supply Gold Demand Demand as % Supply
Demand as % Supply
Gold Demand/Supply Mined Metric tonnes
----- End of picture text -----

Source: Bloomberg and BDO analysis

Until the late 1980’s, South Africa produced approximately half of the total gold produced. More recently however, gold production has become geographically segmented with production dominated by China, Australia, Russia and the United States.

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Global Gold Production - 2015

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

China
Australia
15% Russia
32% United States
10% Canada
Peru
8%
South Africa
2% 7% Mexico
3% 4% 5% 5% 5% Ghana
4%
Uzbekistan
Argentina
Other
----- End of picture text -----

Source: Bloomberg and BDO analysis

Gold Prices

The price of gold fluctuates on a daily basis depending on global demand and supply factors. The softening of gold prices from 2013 to 2015 is reflective of the recovery of global economic conditions. The value of gold peaked at US$1,900 per ounce in September 2011. This peak was largely caused by the debt market crisis in Europe, but it was also driven by the Standard and Poor’s downgrade of the US credit rating. This sent global stock markets tumbling and a flood of investors towards safer havens such as gold.

Prices contracted in December 2011 reaching a low of US$1,545 per ounce followed by a recovery in 2012, reaching US$1,790 per ounce on 4 October 2012. Gold prices were on a steady decline over 2013 and 2014. More recently, gold prices from January 2015 through to December 2015 have averaged US$1,160 per ounce, ranging from a low of US$1,051 per ounce on 17 December 2015 to a high of US$1,302 per ounce on 22 January 2015. Since then, the gold price has benefited from global uncertainty, along with Britain’s exit from the European Union. This has seen the price of gold reach its highest levels in almost two years, with the price of gold at 24 June 2016 being US$1,316 per ounce.

Gold Spot and Forecast Price

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

2,000
1,600
1,200
800
400
0
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Spot Forecast
Gold Price (US$/Ounce)
----- End of picture text -----

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According to Consensus Economics, gold prices are forecast to decrease slightly in the short to medium term, after having climbed 22% in the year to date. It is forecast that the gold price will continue at a steady rate in the long term to be approximately US$1,225 per ounce by 2020.

8.2 Copper

Copper is a soft, malleable, ductile metal used primarily for its excellent electrical and thermal conductive properties and its resistance to corrosion. As well as electrical and electronic applications, copper is utilised extensively as an alloy. Copper is produced from an oxide or sulphone ore from which it is converted to copper metal.

The majority of copper ore bodies can be classified as either porphyries (where copper occurs in igneous rock), strata bound ore bodies (sedimentary rock), and volcanic hosted massive sulphide deposits (volcanic rock along with other base metal sulphides). In these deposits, copper is mined in very low concentrations and consequently is a volume intensive process. For this reason, open pit mining is the preferred method of extraction, however underground mining and leach mining are also used in limited circumstances.

Copper Prices

Copper is a global commodity and, as such, prices are determined by global supply and demand factors. Due to this, copper prices have historically reflected global economic cycles and experienced major fluctuations reflecting equity market movements. At the beginning of 2008, supply concerns, falling inventories and increase demand from emerging economies provoked a significant and accelerated rise in copper prices. As with most commodities, prices fell during the global financial crisis. Prices have since overtaken the increases which occurred in 2008, occurring during the latter half of 2010 and throughout the beginning of 2011, reaching a peak of just over US$10,000/t in February 2011. Since that peak, prices have shown a downward trend to around US$8,000/t in 2012, US$7,000/t in 2013, US$6,500/t in 2014 and US$5,500/t in 2015.

The average copper price for 2015 was US$5,503/t, ranging from a low of US$4,512.5/t on 23 November 2015 to a high of US$6,482/t on 5 May 2015. Looking forward, the recovering global economy is expected to support copper prices through growth in world usage resulting in an increase in demand. The consensus view is for copper prices to increase in the short to medium term.

London Metals Exchange Copper Price

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

12,000
10,000
8,000
6,000
4,000
2,000
-
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Copper Historical Copper Forecast Price
Copper Price (US$/tonne)
----- End of picture text -----

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Copper Production

Most of the world’s copper comes from South and Central America, particularly in Chile and Peru. In 2015, Chile, China and Peru accounted for around 50% of the world’s copper production. Although Australia has substantive reserves of copper, in terms of production, Australia only accounted for 5% in 2015. The graph below shows the split between the different country’s estimated productions for the year 2015.

Global Copper Production -2015

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

United States
Australia
7%
5% Canada
21%
4%
Chile
China
3%
Congo (Kinshasa)
4%
Mexico
30%
9% Peru
Russia
3%
5% Zambia
9%
Others
----- End of picture text -----

Source: U.S. Geological Survey

The dominant consumers include China, Japan, India and South Korea. China acquires approximately 30% of the Australian copper exports given the demand influenced by the above average growth of urbanisation and energy use. Japan accounts for approximately 29%, and commonly utilises copper concentrate for further processing into final copper goods. Exports are estimated to account for 89.9% of industry revenue in 2015-16, and exports are expected to increase by 2.3% to $5.4 billion.

As a result of the forecasted price increases, the Australian copper industry revenue is expected to grow by an annualised rate of 5.2% over the five years through to 2020-21, or up to $7.8 billion. Over the short to medium term, the industry revenue is forecast to grow by 6.1% in 2017/18 as mine construction and expansion activities continue to increase.

8.3 Lithium

Lithium is a soft, silver-white metal that is used in several industrial applications. Lithium is used in heatresistant glass and ceramics, steel and aluminium production and extensively in lithium batteries.

Lithium is extracted from ores of petalite, lepidolite, spodumene and subsurface brines. In the extraction of lithium from brines, the salt-rich waters are pumped to the surface into evaporation ponds where solar evaporation occurs over a number of months taking up to 18 to 24 months per batch.

Lithium Demand

Demand for lithium is being driven by the growth in demand for rechargeable batteries as lithium supply security has become a top priority for technology companies in the US and Asia. Demand for rechargeable lithium batteries exceeds that of other rechargeable batteries as automobile companies develop lithium

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batteries for electric and hybrid vehicles. The growth in the electric car manufacturing industry is a key driver for lithium demand with leading manufactures such as Tesla Motors ( ‘Tesla’ ) heavily investing in projects such as the $5 billion Nevada Gigafactory. The Nevada Gigafactory is expected to produce approximately 500,000 cars per year in the latter half of this decade with Tesla alone requiring today’s entire worldwide production of lithium ion batteries.

Lithium Production

Since the late 1990s, subsurface brines have become the dominant raw material for lithium carbonate production worldwide. Subsurface brines offer lower production costs compared with the mining and processing of hard-rock ores. The two largest brine operations located in Chile and Australia accounted for the majority of world production. The graph below shows the split between the different country’s estimated productions for the year 2015.

Global Lithium Production -2015

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

3%
1%
Argentina
7% 12%
Australia
Brazil
Chile
36% China
41%
Portugal
Zimbabwe
0%
----- End of picture text -----

Source: U.S. Geological Survey

As at 2015, Chile accounted for just over 50% of global reserves of lithium.

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9. Valuation approach adopted

There are a number of methodologies which can be used to value a business or the shares in a company. The principal methodologies which can be used are as follows:

Capitalisation of future maintainable earnings ( ‘FME’ );
Discounted cash flow ( ‘DCF’ );
Quoted market price basis ( ’QMP’ );
Net asset value (‘ NAV ’ ) ; and
Market based assessment.

A summary of each of these methodologies is outlined in Appendix Two.

Different methodologies are appropriate in valuation particular companies, based on the individual circumstances of that company and available information.

It is possible for a combination of different methodologies to be used together to determine an overall value where separate assets and liabilities are valued using different methodologies. When such a combination of methodologies is used, it is referred to as ‘sum-of-parts’ ( ‘Sum-of-Parts’ ) valuation.

The approach using the Sum-of-Parts involves separately valuing each asset and liability of the company. The value of each asset may be determined using different methodologies as described above.

The component parts are then valued using the NAV methodology, which involves aggregating the estimated fair market value of each individual company’s assets and liabilities.

9.1 Valuation of Acquisition Subsidiaries

In our assessment of the value of the Acquisition Subsidiaries, we have chosen to employ the Sum-of-parts method, by aggregating the estimated fair market value of the underlying assets and liabilities of the Acquisition Subsidiaries, having consideration to the:

value of the Acquisition Subsidiaries interests in the Peruvian Assets (reliance on the valuation carried out by the technical expert); and
value of other assets and liabilities of the Acquisition Subsidiaries (applying the cost approach under the NAV method).

Technical Expert

In valuing the Company’s interest in the Peruvian Assets, we have relied on the independent specialist valuation performed by Agricola Mining Consultants Pty Ltd ( ‘Agricola’ ) in accordance with the Code of Technical Assessment of Mineral and Petroleum Assets and Securities for Independent Expert Reports ( ‘the Valmin Code’ ) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ( ‘JORC Code’ ).

We are satisfied with the valuation methodologies adopted by Agricola which we believe are in accordance with industry practices and compliant with the requirements of the Valmin Code 2015. A copy of Agricola’s valuation report is attached in Appendix Four.

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10. Valuation of the Acquisition Subsidiaries

10.1 Sum-of-Parts valuation of the Acquisition Subsidiaries

We have employed the Sum-of-Parts method in estimating the value of the Acquisition Subsidiaries, having consideration to the following:

the value of the Peruvian Assets;
the value of other assets and liabilities of the PGPL South America;
the value of other assets and liabilities of the Paradigm Peru; and
the value of other assets and liabilities of the PGPL Middle America;

The value of the Acquisition Subsidiaries on a going concern basis is reflected in our valuation below:

Summary of Assessment	Ref	Low Value ($)	Preferred Value ($)	High Value ($)
Value of the Peruvian Assets	10.2	32,250	37,125	42,000
Add: Other assets & liabilities of PGPL South America	10.3	677	677	677
Add: Other assets & liabilities of Paradigm Peru	10.4	2,110	2,110	2,110
Add: Other assets & liabilities of PGPL Middle America	10.5	231	231	231
TOTAL VALUE OF THE ACQUISITION SUBSIDIAREIS		35,268	40,143	45,018

Source: BDO analysis

The table above indicates that the value of the Acquisition Subsidiaries is between $35,268 and $45,018, with a preferred value of $40,143.

10.2 Value of Peruvian Assets

Agricola has derived a valuation for the exploration potential of the mineralisations from the Geo-factor rating method and has used the Yardstick (Rule of Thumb) method as a comparison to value the Company’s Peruvian Assets.

The Geo-factor rating method of valuation for early stage tenements is Agricola’s preferred valuation method for the Company’s current tenements as it focuses on the future prospectively of the area.

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As detailed below, the market value of the Peruvian Assets subject to the Proposed Transaction are:

Project	Tenement ID	Low Value ($)	Preferred Value ($)	High Value ($)
Mancha Pampa	01-02663-04	10,500	12,000	13,500
Mancha Pampa	01-02655-04	3,750	4,500	5,250
Sara Sara	01-01409-09	3,750	4,500	5,250
Sara Sara	01-01410-09	8,250	9,375	10,500
Sara Sara	01-01411-09	6,000	6,750	7,500
Sara Sara	01-01319-09	5,250	6,000	6,750
Nauquipe	01-03611-13	-	-	-
TOTAL MARKET VALUE		37,500	43,125	48,750

Source: Agricola’s Independent Valuation of the Mineral Asses of Global Geoscience Ltd in Peru and USA

As stated in section 5.3, no work has been conducted at Nauquipe due to restricted access caused by a buffer zone to nature reserve. Therefore, no value has been ascribed to the Nauquipe tenement.

Shown below is GSC’s equity value in each of the above tenements:

Project	Tenement ID	GSC Equity Interest (%)	GSC Equity Interest (%)	Low Value ($)	Preferred Value ($)	High Value ($)
Mancha Pampa	01-02663-04		100%	10,500	12,000	13,500
Mancha Pampa	01-02655-04		100%	3,750	4,500	5,250
Sara Sara	01-01409-09		100%	3,750	4,500	5,250
Sara Sara	01-01410-09		100%	8,250	9,375	10,500
Sara Sara	01-01411-09		100%	6,000	6,750	7,500
Sara Sara	01-01319-09	0%	- option to acquire 100%	-	-	-
Nauquipe	01-03611-13		100%	-	-	-
TOTAL EQUITY VALUE				32,250	37,125	42,000

Source: Agricola’s Independent Valuation of the Mineral Asses of Global Geoscience Ltd in Peru and USA

As GSC currently holds 0% equity in Sara Sara (Tenement ID: 01-01319-09) with the option to purchase 100%, no value has been ascribed to this tenement.

The above table indicates a range in the value for the Company’s Peruvian Assets to be disposed of is in the range of $32,250 and $42,000, with a preferred value of $37,125.

Refer to Appendix Four for further details.

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10.3 Other assets and liabilities of PGPL South America

Other assets and liabilities represent the assets and liabilities which have not been specifically adjusted. We have considered the management accounts for PGPL South America and adjusted the 31 December 2015 balances only for the material differences.

From our review of these other assets and liabilities, outlined in the table below, we do not believe that there is a material difference between the book value and their fair value unless an adjustment has been noted below.

The table below represents a summary of the assets and liabilities of PGPL South America:

PGPL South America Ref	Reviewed as at Adjusted
	31-Dec-15 Adjustments NAV
	$ $ $
CURRENT ASSETS
Cash and cash equivalents	577 - 577
TOTAL CURRENT ASSETS	577 - 577
NON-CURRENT ASSETS
Investments - Paradigm Peru	100 - 100
Loan - Paradigm Peru a	6,059,063 (6,059,063) -
TOTAL NON-CURRENT ASSETS	6,059,163 (6,059,063) 100
TOTAL ASSETS	6,059,740 (6,059,063) 677

CURRENT LIABILITIES
Loan - Global Geoscience Ltd b	5,861,204 (5,861,204) -
TOTAL CURRENT LIABILITIES	5,861,204 (5,861,204) -
TOTAL LIABILITIES	5,861,204 (5,861,204) -
NET ASSETS	198,536 (197,860) 677

Source: BDO analysis

The following adjustments were made to determine the value of other assets and liabilities:

Note (a) Loan – Paradigm Peru

We consider the loan receivable to Paradigm Peru to be an intercompany loan and have therefore adjusted it in our net asset value determination of PGPL South America.

Note (b) Loan – Global Geoscience Limited

Upon completion of the Proposed Transaction, the intercompany loan between GSC and PGPL South America of $5.86 million will be forgiven.

The table above indicates the value of PGPL South America is $677.

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10.4 Other assets and liabilities of Paradigm Peru

The table below represents a summary of the assets and liabilities of Paradigm Peru:

Paradigm Peru Ref	Reviewed as at Adjusted
	31-Dec-15 Adjustments NAV
	$ $ $
CURRENT ASSETS
Cash and cash equivalents a	18,372 (19,681) (1,309)
TOTAL CURRENT ASSETS	18,372 (19,681) (1,309)
NON-CURRENT ASSETS
Office equipment	9,952 - 9,952
TOTAL NON-CURRENT ASSETS	9,952 - 9,952
TOTAL ASSETS	28,324 (19,681) 8,643

CURRENT LIABILITIES
Loan – PGPL South America b	6,059,063 (6,059,063) -
Trade and otherpayables c	- 6,533 6,533
TOTAL CURRENT LIABILITIES	6,059,063 (6,052,530) 6,533
TOTAL LIABILITIES	6,059,063 (6,052,530) 6,533
NET ASSETS	(6,030,739) 6,032,849 2,110

Source: BDO analysis

The following adjustments were made to determine the value of other assets and liabilities:

Note (a) Cash and cash equivalents

As at 31 May 2016 the cash and cash equivalents balance for Paradigm Peru was in overdraft of $1,039. Management has advised this is due to a timing error caused by the transfer of funds between Australia and Peru.

Note (b) Loan – PGPL South America

We consider the loan payable to PGPL South America to be an intercompany loan and have therefore adjusted it in our net asset value determination of Paradigm Peru.

Note (c) Trade and other payables

Management has advised that as at 31 May 2016, Paradigm Peru has a trade and other payables balance of $6,533 relate to the accrual for administration and manager fees from prior months.

The table above indicates the value of Paradigm Peru is $2,110.

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10.5 Other assets and liabilities of PGPL Middle America

The table below represents a summary of the assets and liabilities of PGPL Middle America:

PGPL Middle America Ref	Reviewed as at Adjusted
	31-Dec-15 Adjustments NAV
	$ $ $
CURRENT ASSETS
Cash and cash equivalents	231 - 231
TOTAL CURRENT ASSETS	231 - 231
TOTAL ASSETS	231 - 231

CURRENT LIABILITIES
Loan – Global Geoscience Ltd a	201,193 (201,193) -
TOTAL CURRENT LIABILITIES	201,193 (201,193) -
TOTAL LIABILITIES	201,193 (201,193) -
NET ASSETS	(200,962) (201,193) 231

Source: BDO analysis

The following adjustments were made to determine the value of other assets and liabilities:

Note (a) Loan – Global Geoscience Limited

Upon completion of the Proposed Transaction, the intercompany loan between GSC and PGPL Middle America of $0.20 million will be forgiven.

The table above indicates the value of PGPL Middle America is $231.

11. Valuation of Consideration

In consideration for the Proposed Transaction, the Purchaser will pay GSC an amount of approximately $20,000 payable upon signing of a formal sale and purchase agreement.

The formal sale and purchase agreement will be conditional upon the conditions outlined in section 4 of our Report.

Through the acquisition of the Acquisition Subsidiaries, the Purchaser will assume liability for all holding costs and other commitments in relation to the Peruvian Assets. GSC estimates that these holding costs will amount:

US$22,500 in annual tenement fees;
US$60,000 in other annual in-country costs (including maintaining a presence in Peru and other administrative costs);
a one-off deferred payment in relation to the Peruvian Assets of US$39,700 payable in June 2017; and
US$10,000 in rehabilitation costs.

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12. Is the Proposed Transaction fair?

As shown in table below, the value of the Acquisition Subsidiaries being disposed of is greater than the value of the Consideration payable for the Acquisition Subsidiaries.

		Low	Preferred	High
	Ref
		$	$	$
Value of Acquisition Subsidiaries	10.1	35,268	40,143	45,018
Value of the Consideration	11	20,000	20,000	20,000

Source: BDO analysis

However, in the event the Proposed Transaction is not approved by the Shareholders, the directors of GSC intend to dissolve the Acquisition Subsidiaries. Management has provided us with the estimate below of costs to close down and dissolve the Acquisition Subsidiaries.

	Close
	Operations
	$
PGPL South America
Accounting/tax return preparation	1,036
Dissolution quote from Canadian lawyers	3,158
Paradigm Peru
One-off deferred payment in relation to Peruvian Assets	54,383
Employee related costs	32,260
Legal wind up costs	10,959
Tenement reparation costs	13,699
PGPL Middle America
Accounting/tax return preparation	1,036
Dissolutionquote from Canadian lawyers	3,158
TOTAL DISSOLUTION COSTS	119,689

As shown above, if the Proposed Transaction is not approved the Company will proceed with the termination of the Acquisition Subsidiaries which are estimated to cost $119,689.

We have reviewed the basis underlying the above estimates and consider the above estimates provided by management to be reasonable.

While the value of Acquisition Subsidiaries being disposed of is greater that the value of the Consideration payable for the Acquisition Subsidiaries, in consideration of the above estimated dissolution costs, we consider the Proposed Transaction to be fair to the shareholders of GSC, as set out in the table below.

		Low	Preferred	High
	Ref
		$	$	$
Value of Acquisition Subsidiaries	10.1	35,268	40,143	45,018
Less: dissolution costs	-	(119,689)	(119,689)	(119,689)
Value of the Consideration	11	20,000	20,000	20,000

The above pricing indicates that, in the absence of any other relevant information, the Proposed Transaction is fair for the Shareholders.

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13. Is the Proposed Transaction reasonable?

13.1 Alternative Proposal

We are not aware of any alternative proposal that might offer the Shareholders of GSC a premium over the value ascribed to, resulting from the Proposed Transaction.

13.2 Advantages of Approving the Proposed Transaction

We have considered the following advantages when assessing whether the Proposed Transaction is reasonable.

Advantage	Description
	As set out in section 12, the Proposed Transaction is
The Proposed Transaction is fair	fair. RG 111 states that an offer is reasonable if it is
	fair.
	GSC intends to use the funds received from the
	Purchaser for the Acquisition Subsidiaries for
	working capital needs including exploration work on
	the Lithium-Boron Project and the Company’s
Funds will be spend on the development of the Lithium-Boron	existing projects in Nevada and Arizona.
Project	In the event that the Proposed Transaction is
	approved, all funds saved by not having to proceed
	with the dissolution of the Acquisition Subsidiaries
	will also been spent on the development of the
	Lithium-Boron Project.
	The Proposed Transaction does not involve the
Control of GSC remains unchanged	issuance of any shares in GSC and as such there is no
	change to the level of ownership in GSC.
	Following the completion of the Proposed
	Transaction and divestment of the Peruvian Assets
	to the Purchaser, the Company will have no further
	commitments or liabilities in relation to the
	Peruvian Assets.
	Under the terms of the Proposed Transaction, the
The Company will be released from all future obligations in	Purchaser will assume liability for all holding costs and other commitments in relation to the Peruvian
relation to the Peruvian Assets
	Assets. GSC estimates that these holding costs will
	amount to:
	 US$22,500 in annual tenement fees;
	 US$60,000 in other annual in-country costs;
	 a one-off deferred payment in relation to
	the Peruvian Assets of US$39,700 payable in
	June 2017; and

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Advantage	Description
	 US$10,000 in rehabilitation costs.
	The Company’s focus in the near term is the
	Lithium-Boron Project and further development of
	its 100% owned mineral exploration projects in
	Nevada and Arizona.
	The acquisition of the Lithium-Boron Project
The Proposed Transaction is in line with the Company’s	provides the Company with direct exposure to a
strategy going forward to focus on the development of the	significantly advanced exploration project with the
advanced Lithium-Boron Project and on the further	possibility to commence a pre-feasibility study in
development of its 100% owned exploration projects located in	the near term.
Nevada and Arizona.	No exploration activity has been undertaken at any
	of the Company’s exploration projects located in
	Peru since early 2016.
	In line with this new strategy, the Company intends
	to reduce its costs by divesting its early-stage, high
	risk exploration projects located in Peru.

13.3 Disadvantages of Approving the Proposed Transaction

If the Proposed Transaction is approved, in our opinion, the potential disadvantages to Shareholders include those listed below:

Disadvantage	Description
	GSC will no longer hold the Peruvian Assets and
The Company will no longer hold any assets in Peru	current shareholders will have their level of exposure limited to the assets of GSC in Nevada and
	Arizona.

14. Conclusion

We have considered the terms of the Proposed Transaction as outlined in the body of this report and have concluded that the Proposed Transaction is fair and reasonable to the Shareholders of GSC.

15. Sources of information

This report has been based on the following information:

Draft Notice of General Meeting and Explanatory Statement on or about the date of this report;
Audited financial statements of GSC for the years ended 30 June 2014 and 30 June 2015;

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Independent Valuation Report of the mineral assets of GSC in Peru and the USA dated 29 April 2016 performed by Agricola Mining Consultants Pty Ltd;
Share registry information;
Information in the public domain; and
Discussions with Directors and Management of GSC.

16. Independence

BDO Corporate Finance (WA) Pty Ltd is entitled to receive a fee of $18,000 (excluding GST and reimbursement of out of pocket expenses). The fee is not contingent on the conclusion, content or future use of this Report. Except for this fee, BDO Corporate Finance (WA) Pty Ltd has not received and will not receive any pecuniary or other benefit whether direct or indirect in connection with the preparation of this report.

BDO Corporate Finance (WA) Pty Ltd has been indemnified by GSC in respect of any claim arising from BDO Corporate Finance (WA) Pty Ltd's reliance on information provided by the GSC, including the non provision of material information, in relation to the preparation of this report.

Prior to accepting this engagement BDO Corporate Finance (WA) Pty Ltd has considered its independence with respect to GSC and the Purchaser and any of their respective associates with reference to ASIC Regulatory Guide 112 ‘Independence of Experts’. In BDO Corporate Finance (WA) Pty Ltd’s opinion it is independent of GSC and the Purchaser and their respective associates.

Neither the two signatories to this report nor BDO Corporate Finance (WA) Pty Ltd, have had within the past two years any professional relationship with GSC, or their associates, other than in connection with the preparation of this report.

A draft of this report was provided to GSX and its advisors for confirmation of the factual accuracy of its contents. No significant changes were made to this report as a result of this review.

BDO is the brand name for the BDO International network and for each of the BDO Member firms.

BDO (Australia) Ltd, an Australian company limited by guarantee, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of Independent Member Firms. BDO in Australia, is a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International).

17. Qualifications

BDO Corporate Finance (WA) Pty Ltd has extensive experience in the provision of corporate finance advice, particularly in respect of takeovers, mergers and acquisitions.

BDO Corporate Finance (WA) Pty Ltd holds an Australian Financial Services Licence issued by the Australian Securities and Investment Commission for giving expert reports pursuant to the Listing rules of the ASX and the Corporations Act.

The persons specifically involved in preparing and reviewing this report were Sherif Andrawes and Adam Myers of BDO Corporate Finance (WA) Pty Ltd. They have significant experience in the preparation of

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independent expert reports, valuations and mergers and acquisitions advice across a wide range of industries in Australia and were supported by other BDO staff.

Sherif Andrawes is a Fellow of the Institute of Chartered Accountants in England & Wales and a Member of the Institute of Chartered Accountants in Australia. He has over twenty five years experience working in the audit and corporate finance fields with BDO and its predecessor firms in London and Perth. He has been responsible for over 250 public company independent expert’s reports under the Corporations Act or ASX Listing Rules and is a CA BV Specialist. These experts’ reports cover a wide range of industries in Australia with a focus on companies in the natural resources sector. Sherif Andrawes is the Chairman of BDO in Western Australia, Corporate Finance Practice Group Leader of BDO in Western Australia and the Natural Resources Leader for BDO in Australia.

Adam Myers is a member of the Australian Institute of Chartered Accountants. Adam’s career spans 18 years in the Audit and Assurance and Corporate Finance areas. Adam has considerable experience in the preparation of independent expert reports and valuations in general for companies in a wide number of industry sectors.

18. Disclaimers and consents

This report has been prepared at the request of GSC for inclusion in the Notice of Meeting and Explanatory Memorandum which will be sent to all GSC Shareholders. GSC engaged BDO Corporate Finance (WA) Pty Ltd to prepare an independent expert's report to consider the proposal to dispose of its Peruvian Assets to an entity controlled by existing and former directors.

BDO Corporate Finance (WA) Pty Ltd hereby consents to this report accompanying the above Notice of Meeting and Explanatory Memorandum. Apart from such use, neither the whole nor any part of this report, nor any reference thereto may be included in or with, or attached to any document, circular resolution, statement or letter without the prior written consent of BDO Corporate Finance (WA) Pty Ltd.

BDO Corporate Finance (WA) Pty Ltd takes no responsibility for the contents of the Notice of Meeting and Explanatory Memorandum other than this report.

We have no reason to believe that any of the information or explanations supplied to us are false or that material information has been withheld. It is not the role of BDO Corporate Finance (WA) Pty Ltd acting as an independent expert to perform any due diligence procedures on behalf of the Company. The Directors of the Company are responsible for conducting appropriate due diligence in relation to the Purchaser. BDO Corporate Finance (WA) Pty Ltd provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process.

The opinion of BDO Corporate Finance (WA) Pty Ltd 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.

With respect to taxation implications it is recommended that individual Shareholders obtain their own taxation advice, in respect of the [Proposal/Transaction/Offer/Scheme], tailored to their own particular circumstances. Furthermore, the advice provided in this report does not constitute legal or taxation advice to the Shareholders of GSC, or any other party.

BDO Corporate Finance (WA) Pty Ltd has also considered and relied upon independent valuations for mineral assets held by GSC.

The valuer engaged for the mineral asset valuation, Agricola Mining Consultants Pty Ltd, possess the appropriate qualifications and experience in the industry to make such assessments. The approaches

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adopted and assumptions made in arriving at their valuation is appropriate for this report. We have received consent from the valuer for the use of their valuation report in the preparation of this report and to append a copy of their report to this report.

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 this engagement are such that BDO Corporate Finance (WA) Pty Ltd has no obligation to update this report for events occurring subsequent to the date of this report.

Yours faithfully

BDO CORPORATE FINANCE (WA) PTY LTD

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Sherif Andrawes Director

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Adam Myers

Director

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A endix 1 – Glossar of Terms pp y

Reference	Definition
APES 225	Accounting Professional & Ethical Standards Board professional standard APES 225
	‘Valuation Services’
Agricola	Agricola Mining Consultants Pty Ltd
Acquisition Subsidiaries	The Purchaser will acquire all of the Peruvian Assets from GSC through the acquisition
	of PGPL South America, Paradigm Peru and PGPL Middle America
Antofagasta	Antofagasta Plc
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange
BCP	Central Bank of Peru
BDO	BDO Corporate Finance (WA) Pty Ltd
Boundary Peak	Boundary Peak Minerals LLC
The Company	Global Geoscience Limited
Consideration	In consideration for the purchase of the Peruvian Assets, the Purchaser will pay GSC
	an amount of approximately $20,000 payable upon the signing of a formal sale and
	purchaser agreement
Corporations Act	The Corporations Act 2001 Cth
DCF	Discounted cash flow
ETFs	Exchange traded funds
FME	Future maintainable earnings
Cygnet	Cygnet Capital Pty Ltd
GDP	Gross Domestic Product
GSC	Global Geoscience Limited
JORC Code	The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore
	Reserves

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Reference Definition	Reference Definition

Km2 Square kilometers

Lithium-Boron Project Advanced Rhyolite Ridge Lithium-Boron Project located in Nevada

Mancha Pampa Mancha Pampa Cu-Au-Ag Project

Nauquipe Nauquipe Cu-Mo-Ag Project

NAV Net asset value

Option Agreement Conditional option agreement between GSC and Boundary Peak Minerals LLC whereby GSC has the option to acquire a 100% interest in the advanced Rhyolite Ridge Lithium- Boron Project in Nevada

Paradigm Peru Paradigm Peru SAC

Peruvian Assets GSC mineral exploration assets located in Peru

PGPL Middle America PGPL Minerals Middle America Pty Limited

PGPL South America PGPL Minerals South America Pty Limited

Proposed Transaction Proposal by GSC to divest its Peruvian Assets to the Purchaser

Purchaser Paradigm Investments SA Pty Ltd

QMP Quoted market price

RBA Reserve Bank of Australia

Regulations Corporations Act Regulations 2001 (Cth)

Our Report This Independent Expert’s Report prepared by BDO

RG 111 Content of expert reports (March 2011)

RG 112 Independence of experts (March 2011)

Saas	Softare-as-a-Service

Sara Sara	Sara Sara Cu-Mo-Ag Project

Shareholders	Shareholders of GSC

Sum-of-Parts	Combination of methodologies are used together to determine an overall value of a company where separate assets and liabilities are valued using different methodologies

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Reference Definition	Reference Definition

Tesla	Tesla Motors

USD or US$	United States dollar

Valmin Code The Code of Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports

Valuation Engagement An Engagement or Assignment to perform a Valuation and provide a Valuation Report where the Valuer is free to employ the Valuation Approaches, Valuation Methods, and Valuation Procedures that a reasonable and informed third party would perform taking into consideration all the specific facts and circumstances of the Engagement or Assignment available to the Valuer at that time.

WRM White Rock Minerals Limited

All rights reserved. No part of this publication may be reproduced, published, distributed, displayed, copied or stored for public or private use in any information retrieval system, or transmitted in any form by any mechanical, photographic or electronic process, including electronically or digitally on the Internet or World Wide Web, or over any network, or local area network, without written permission of the author. No part of this publication may be modified, changed or exploited in any way used for derivative work or offered for sale without the express written permission of the author.

For permission requests, write to BDO Corporate Finance (WA) Pty Ltd, at the address below:

The Directors

BDO Corporate Finance (WA) Pty Ltd

38 Station Street SUBIACO, WA 6008 Australia

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A endix 2 – Valuation Methodolo ies pp g

Methodologies commonly used for valuing assets and businesses are as follows:

1 Net asset value (‘NAV’) Asset based methods estimate the market value of an entity’s securities based on the realisable value of its identifiable net assets. Asset based methods include:

Orderly realisation of assets method
Liquidation of assets method
Net assets on a going concern method

The orderly realisation of assets method estimates fair market value by determining the amount that would be distributed to entity holders, after payment of all liabilities including realisation costs and taxation charges that arise, assuming the entity is wound up in an orderly manner.

The liquidation method is similar to the orderly realisation of assets method except the liquidation method assumes the assets are sold in a shorter time frame. Since wind up or liquidation of the entity may not be contemplated, these methods in their strictest form may not be appropriate. The net assets on a going concern method estimates the market values of the net assets of an entity but does not take into account any realisation costs.

Net assets on a going concern basis are usually appropriate where the majority of assets consist of cash, passive investments or projects with a limited life. All assets and liabilities of the entity are valued at market value under this alternative and this combined market value forms the basis for the entity’s valuation.

Often the FME and DCF methodologies are used in valuing assets forming part of the overall Net assets on a going concern basis. This is particularly so for exploration and mining companies where investments are in finite life producing assets or prospective exploration areas.

These asset based methods ignore the possibility that the entity’s value could exceed the realisable value of its assets as they do not recognise the value of intangible assets such as management, intellectual property and goodwill. Asset based methods are appropriate when an entity is not making an adequate return on its assets, a significant proportion of the entity’s assets are liquid or for asset holding companies.

2 Quoted Market Price Basis (‘QMP’) A valuation approach that can be used in conjunction with (or as a replacement for) other valuation methods is the quoted market price of listed securities. Where there is a ready market for securities such as the ASX, through which shares are traded, recent prices at which shares are bought and sold can be taken as the market value per share. Such market value includes all factors and influences that impact upon the ASX. The use of ASX pricing is more relevant where a security displays regular high volume trading, creating a ‘deep’ market in that security.

3 Capitalisation of future maintainable earnings (‘FME’) This method places a value on the business by estimating the likely FME, capitalised at an appropriate rate which reflects business outlook, business risk, investor expectations, future growth prospects and other entity specific factors. This approach relies on the availability and analysis of comparable market data.

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The FME approach is the most commonly applied valuation technique and is particularly applicable to profitable businesses with relatively steady growth histories and forecasts, regular capital expenditure requirements and non-finite lives.

The FME used in the valuation can be based on net profit after tax or alternatives to this such as earnings before interest and tax (‘ EBIT ’) or earnings before interest, tax, depreciation and amortisation (‘ EBITDA ’). The capitalisation rate or ‘earnings multiple’ is adjusted to reflect which base is being used for FME.

4 Discounted future cash flows (‘DCF’) The DCF methodology is based on the generally accepted theory that the value of an asset or business depends on its future net cash flows, discounted to their present value at an appropriate discount rate (often called the weighted average cost of capital). This discount rate represents an opportunity cost of capital reflecting the expected rate of return which investors can obtain from investments having equivalent risks.

Considerable judgement is required to estimate the future cash flows which must be able to be reliably estimated for a sufficiently long period to make this valuation methodology appropriate.

A terminal value for the asset or business is calculated at the end of the future cash flow period and this is also discounted to its present value using the appropriate discount rate.

DCF valuations are particularly applicable to businesses with limited lives, experiencing growth, that are in a start up phase, or experience irregular cash flows.

5 Market Based Assessment

The market based approach seeks to arrive at a value for a business by reference to comparable transactions involving the sale of similar businesses. This is based on the premise that companies with similar characteristics, such as operating in similar industries, command similar values. In performing this analysis it is important to acknowledge the differences between the comparable companies being analysed and the company that is being valued and then to reflect these differences in the valuation.

Copyright © 2016 BDO Corporate Finance (WA) Pty Ltd

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Appendix 3 – Quoted market price anal sis of GSC y

The graph below shows our analysis of the historical trading price and volume of GSC shares on the ASX over the last 12 months up until 07 July 2016.

EMR share price and trading volume history

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

0.06 90.0
0.05 75.0
0.04 60.0
0.03 45.0
0.02 30.0
0.01 15.0
0.00 -
Volume Closing share price
Share Price ($)
Volume (millions)
----- End of picture text -----

Source: Bloomberg

The price of GSC shares for the twelve months to 06 July 2016 ranged from a low of $0.002 on 4 September 2015 to a high of $0.045 on 24 June 2016. During this period, majority of volume of GSC shares were traded in June 2016. The highest days of trading over the period were experienced the day the Option Agreement was announced to the market on 3 June 2016, where 83,509,573 shares were traded.

During this period a number of announcements were made to the market. The key announcements are set out below:

Date Announcement	Closing Share Price Following Announcement Closing Share Price Three Days After Announcement $ (movement) $ (movement)	Closing Share Price Following Announcement Closing Share Price Three Days After Announcement $ (movement) $ (movement)
04/07/2016 GSC proceeds with the Lithium-Boron Project, af due diligence	ter 0.057  14.0% 0.053 	7.0%
30/06/2016 Response on ASX price query	0.049 11.4% 0.051 	4.1%
15/06/2016 High-Grade Rock Chip Results - Nevada Lithium-B Project	oron 0.031  3.1% 0.034 	9.7%
08/06/2016 Exploration Target at Nevada Lithium-Boron Proj	ect 0.031  6.9% 0.032 	3.2%
03/06/2016 Global to Acquire Advanced Nevada Lithium-Bor Project	on 0.028  250.0% 0.031 	10.7%
02/06/2016 Trading Halt	0.008  0.0% 0.029 	262.5%
26/05/2016 Corporate Update	0.006  14.3% 0.007 	16.7%

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Date	Announcement	Closing Share Price Following Announcement
		$ (movement)	$ (movement)
29/04/2016	Quarterly Activities Report - March 2016	0.008  0.0%	0.008		0.0%
29/04/2016	Quarterly Cashflow Report - March 2016	0.008  0.0%	0.008		0.0%
12/04/2016	Reinstatement to Official Quotation	0.008  14.3%	0.008		0.0%
12/04/2016	GSC to acquire GetSwift	0.008  14.3%	0.008		0.0%
11/04/2016	Suspension from Official Quotation	0.007  0.0%	0.008		14.3%
07/04/2016	Trading Halt	0.007  0.0%	0.008		14.3%
29/01/2016	Quarterly Activities Report - December 2015	0.007  0%	0.007		0%
29/01/2016	Quarterly Cashflow Report - December 2015	0.007  0%	0.007		0%
30/10/2015	GSC September Quarter Activities Report	0.007  0%	0.008		14%
30/10/2015	GSC September Quarter Cashflow Report	0.007  0%	0.008		14%
28/10/2015					33%
	GSC Financial and Corporate Update	0.006  20%	0.008

27/10/2015	Trading Halt	0.005  0%	0.007		40%
30/09/2015	Quarterly Cashflow Report - June 2015	0.003  0%	0.003		0%
31/07/2015	Quarterly Activities Report - June 2015	0.005  0%	0.004		20%
22/07/2015	Hihd CGld Tt t Mh P				17%
	g-grae opper-o arge a anca ampa, Peru	0.006  0%	0.005

On 22 July 2015, the Company announced that a large, high-grade copper-gold porphyry target was defined at GSC’s Mancha Pampa. In light of the positive announcement, the share price remained unchanged on the date of the announcement closing at $0.006. However, over the subsequent three trading days the share price of GSC decreased by 17% to close at $0.005. No new announcements were released by the Company during this period.

On 31 July 2015, GSC disclosed their quarterly cash flow and activities reports which highlighted the identification of a high grade copper-gold target at Mancha Pampa. Despite the positive announcement, the share price remained constant at $0.005 on the date of the announcement. However, over the three subsequent trading days the share price decreased by 20% to close at $0.004. No new announcements were released by the Company during this period.

On 28 October 2015, the Company released its financial and corporate update whereby the Company announced that it had entered into a mandate agreement with Cygnet to undertake a placement to raise $1.0 million for working capital purposes. On the date of the announcement the share price of GSC increased by 20% to close at $0.006. Over the subsequent three trading days, the share price of GSC continued to increase by a further 33% to close at $0.008. During the three subsequent trading days, the Company released their quarterly cash flow and activities report.

On 30 October 2015, the Company released their quarterly cash flow and activities report, which reiterated that Cygnet had been appointed as the corporate advisor to raise $1.0 million through a placement. On the date of the announcement the share price of GSC remained unchanged at $0.007. However, over the subsequent three trading days the share price of GSC closed at $0.008, 14% higher.

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Over the subsequent three trading days, Mr Rob Reynolds and Mr Peter Nicholson announced their resignation as Directors of the Company. Following the resignation, Mr Barnaby Egerton-Warburton and Mr Gabriel Chiappini were appointed as Directors of the Company

On 12 April 2016, GSC announced that it had executed a binding agreement to acquire GetSwift, a global logistics management software-as-a-Service ( ‘SaaS’ ) platform. The market reacted positively to the announcement, with the share price of GSC closing at $0.008, 14% higher. The share price of GSC remained unchanged over the three subsequent trading days.

On 26 May 2016, GSC released a compote update whereby the Comapny announced that it had elected not to exercise its option to acquire GetSwift. As expected, on the date of the announcement GSC’s share price declined by 14.3% to close at $0.006. However, over the subsequent three trading days, GSCs’ share price increased significantly by 16.7% to close at $0.007. No new announcements were released over the subsequent three trading days.

On 3 June 2016, GSC announced that it had secured the option to acquire a 100% interest in the advanced Lithium-Boron project in Nevada. The market responded positively to this information, as reflected by the Company’s largest increase in share price of 250% to price sensitive information over the period. GSCs’ share price continued to increase by a further 10.7% over the subsequent three trading days to close at $0.031.

On 8 June 2016, the Company announced the exploration targets at the Lithium-Boron Project of 200 to 300 million tonnes of 1200 to 2000ppm lithium and 0.6 to 1.2% of Boron. On the date of the announcement, the share price of GSC closed 6.9% higher at $0.031. The share price of GSC continued to increase over the subsequent three trading days to close at $0.032.

On 15 June 2016, GSC announced high-grade rock chip results at the Lithium-Boron Project. Results highlighted the potential for additional high-grade, near-surface mineralisation and indicated possible upgrading through low-cost crushing and screening. Contrary to expectations, the market responded negatively to this information as reflected by GSCs’ share price declining by 3.1% on the date of the announcement. However, over the subsequent three trading days, GSCs’ share price increased significantly by 9.7%. to close at $0.034. No new price sensitive announcement were released over the three subsequent trading days.

On 30 June 2016, GSC announced that it had successfully completed due diligence on the Lithium-Boron Project and had decided to prceed with the Option Agreement to acquire the Lithium-Boron Project. The due dligience undertaken by GSC confirmed a long life and low cost source of lithium and boron in the USA. On the date of the announcement, the share price of GSC increased by 14% to close at $0.057. However, over the subsequent three trading days, the share price of GSC decreased by 7% to close at $0.053. No new pric sensitive announcements were released over the three subsequent trading days.

To provide further analysis of the market prices for a GSC share, we have also considered the weighted average market price for 10, 30, 60 and 90 day periods to 06 July 2016.

	06 July 2016	10 Days	30 Days	60 Days	90 Days
Closing Price	$0.053
Weighted Average		$0.048	$0.036	$0.034	$0.031
Source:Bloomberg, BDO analysis

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An analysis of the volume of trading in GSC shares for the twelve months to 06 July 2016 is set out below:

	Share price low	Share price high	Cumulative Volume traded	As a % of Issued capital
1 day	$0.050	$0.053	5,646,291	0.62%
10 days	$0.031	$0.058	126,826,889	14.14%
30 days	$0.004	$0.058	374,953,297	41.16%
60 days	$0.004	$0.058	404,384,035	44.39%
90 days	$0.004	$0.058	447,692,915	49.15%
180 days	$0.004	$0.058	511,559,593	56.16%
1 year	$0.002	$0.058	519,508,981	57.03%

Source: Bloomberg, BDO analysis

This table indicates that GSC’s shares display a moderate level of liquidity, with 57.03% of the Company’s current issued capital being traded in a twelve month period. For the quoted market price methodology to be reliable there needs to be a ‘deep’ market in the shares. RG 111.69 indicates that a ‘deep’ market should reflect a liquid and active market. We consider the following characteristics to be representative of a deep market:

Regular trading in a company’s securities;
Approximately 1% of a company’s securities are traded on a weekly basis;
The spread of a company’s shares must not be so great that a single minority trade can significantly affect the market capitalisation of a company; and
There are no significant but unexplained movements in share price.

A company’s shares should meet all of the above criteria to be considered ‘deep’, however, failure of a company’s securities to exhibit all of the above characteristics does not necessarily mean that the value of its shares cannot be considered relevant.

The majority of the volume traded in GSC shares in the past twelve months occurred in the month of June 2016 in response to the announcement the Option Agreement, whereby the Company has the exclusive option to acquire a 100% interest in the advanced Lithium-Boron project in Nevada. The Company has inconsistent trading volumes over the past twelve month period with the first half of the period displaying a low level of liquidity.

In the case of GSC, given the aforementioned circumstances and the Company’s moderate level of cumulative trading volume over the past twelve months of 57.03%, we consider the market for GSCs’ shares to be insufficiently deep.

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Appendix 4 – Independent Valuation Re ort p

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Malcolm Castle Agricola Mining Consultants Pty Ltd P.O. Box 473, South Perth, WA 6951 Mobile: 61 (4) 1234 7511 Email: [email protected] ABN: 84 274 218 871

4 July 2016

The Directors, Global Geoscience Ltd Suite 203, 161 Walker Street North Sydney NSW 2060

Dear Sirs,

RE: INDEPENDENT VALUATION OF THE MINERAL ASSETS OF GLOBAL GEOSCIENCE LTD IN PERU

Agricola Mining Consultants Pty Ltd (“Agricola”) has been commissioned by the Directors of Global Geoscience Ltd (“the Company”) to provide a Mineral Asset Valuation Report (“Report”) on the exploration assets of the Company in Peru. This report serves to comment on the geological setting and exploration results on the properties and presents a technical and market valuation for the exploration assets based on the information in this Report.

The present status of the tenements is based on information made available by the Company The Report has been prepared on the assumption that the tenements are lawfully accessible for evaluation.

Scope of the Valuation Report

A valuation report expresses an opinion as to monetary value of a mineral asset but specifically excludes commentary on the value of any related corporate Securities. Agricola prepared this Report utilizing information relating to operational methods and expectations provided to it by various sources. Where possible, Agricola has verified this information from independent sources. This Report has been prepared for the purpose of providing information to the Company but Directors of Agricola accept no liability for any losses arising from reliance upon the information presented in this Report.

This mineral asset valuation endeavours to ascertain the unencumbered price which a willing but not anxious vendor could reasonably expect to obtain and a hypothetical willing but not too anxious purchaser could reasonably expect to have to pay for the property if the vendor and the purchaser had got together and agreed on a price in friendly negotiation.

This is commonly known as the Spencer Test after the Australian High Court decision upon which these principles are based and to which the Courts have used in their determinations of market

value of a property. In attributing the price that would be paid to the hypothetical vendor by the hypothetical purchaser it is assumed that the property will be put to its “highest and best use”.

Applying the Spencer Test may not be confined to a technical valuation exercise but may involve a consideration of market factors. In a highly speculative market during ‘boom’ conditions or a depressed market during ‘bust’ conditions the hypothetical purchaser may expect to pay a premium or receive a discount commensurate with the current market for mineral properties.

The findings of the valuation Report include an assessment of the technical value (i.e. the value implied by a consideration of the technical attributes of the asset) and a market value (which considers the influences of external market forces and risk). A range of values (high, low and preferred) has been determined and stated in the Report to reflect any uncertainties in the data and the interaction of the various assumptions made.

The main requirements of the Valuation Report are:

Prepared in accordance with the VALMIN Code 2015
Experience and qualifications of key personnel to be set out
Details of valuation methodologies
Reasoning for the selection of the valuation approach adopted
Details of the valuation calculations
Conclusion on value as a range with a preferred value

DECLARATIONS

Relevant codes and guidelines

This Report has been prepared as a technical assessment and valuation in accordance with the Australasian Code for Public Reporting of Technical Assessment and Valuation of Mineral Assets (the “VALMIN Code”, 2015 Edition), which is binding upon Members of the Australasian Institute of Mining and Metallurgy (“AusIMM”) and the Australian Institute of Geoscientists (“AIG”), as well as the rules and guidelines issued by the Australian Securities and Investments Commission (“ASIC”) and the ASX Limited (“ASX”) which pertain to Independent Expert Reports (Regulatory Guides RG111 and RG112, March 2011).

Where exploration results and mineral resources have been referred to in this report, the information was prepared and first disclosed under the ”Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”), prepared by the Joint Ore Reserves Committee of the AusIMM, the AIG and the Minerals Council of Australia 2012.

Under the definition provided by the VALMIN Code, the mineral projects are classified as ‘early stage exploration projects’ where mineralisation may or may not have been identified, but where Mineral Resources have not been identified. The properties are considered to be sufficiently prospective, subject to varying degrees of risk, to warrant further exploration and development of their economic potential.

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Sources of Information

The statements and opinion contained in this report are given in good faith and this review is based on information provided by the title holders, along with technical reports by consultants, previous tenements holders and other relevant published and unpublished data for the area. Agricola has endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based. A final draft of this report was provided to the Company, along with a written request to identify any material errors or omissions in the technical information prior to lodgement.

In compiling this report, Agricola did not carry out a site visit to the project areas. Based on its professional knowledge, experience and the availability of extensive databases and technical reports made available by various Government Agencies and the early stage of exploration, Agricola considers that sufficient current information was available to allow an informed appraisal to be made without such a visit.

The independent valuation report has been compiled based on information available up to and including the date of this report. Consent has been given for the distribution of this report in the form and context in which it appears. Agricola has no reason to doubt the authenticity or substance of the information provided.

Qualifications and Experience

The person responsible for the preparation of this report is:

Malcolm Castle, B.Sc.(Hons), GCertAppFin (Sec Inst), MAusIMM

Malcolm Castle has over 40 years’ experience in exploration geology and property evaluation, working for major companies for 20 years as an exploration geologist. He established a consulting company over 20 years ago and specializes in exploration management, technical audit, due diligence and property valuation at all stages of development. He has wide experience in a number of commodities including uranium, gold, base metals, iron ore and mineral sands. He has been responsible for project discovery through to feasibility study in Australia, Fiji, Southern Africa and Indonesia and technical audits in many countries. He has completed numerous Independent Geologist’s Reports and Mineral Asset Valuations over the last decade as part of his consulting business.

Mr Castle is a qualified and competent witness in a court or tribunal capable of supporting his valuation reports or to give evidence of his opinion of market value issues.

Mr Castle completed studies in Applied Geology with the University of New South Wales in 1965 and has been awarded a B.Sc.(Hons) degree. He has completed postgraduate studies with the Securities Institute of Australia in 2001 and has been awarded a Graduate Certificate in Applied Finance and Investment in 2004.

Declaration – VALMIN Code: The information in this report that relates to Technical Assessment and Valuation of Mineral Assets reflects information compiled and conclusions

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derived by Malcolm Castle, who is a Member of The Australasian Institute of Mining and Metallurgy. Malcolm Castle is not a permanent employee of the Company.’

Malcolm Castle has sufficient experience relevant to the Technical Assessment and Valuation of the Mineral Assets under consideration and to the activity which he is undertaking to qualify as a Practitioner as defined in the 2015 edition of the ‘Australasian Code for the Public Reporting of Technical Assessments and Valuations of Mineral Assets’. Malcolm Castle consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.’

Competent Persons Statement – JORC Code: The information in this report that relates to Exploration Results and Mineral Resources of the Company has been reviewed by Malcolm Castle, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Castle has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity, which they are undertaking to qualify as an Expert and Competent Person as defined under the VALMIN Code and in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Castle consents to the inclusion in this report of the matters based on the information in the form and context in which they appear.

Independence

Agricola or its employees and associates are not, nor intend to be a director, officer or other direct employee of the Company and have no material interest in the projects. The relationship with the Company is solely one of professional association between client and independent consultant. The review work and this report are prepared in return for professional fees of $6,000 plus GST based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report.

Valuation Opinion

Based on an assessment of the factors involved, the estimate of market value of the current equity of the granted tenements in the Company’s Projects is in the range of A$32,000 to A$42,000 with a preferred value of A$37,000.

This valuation is effective on 4 July 2016.

Where no mineral resources have been estimated for the project, the valuation assessment is based on the proposed annual exploration expenditure ($400 to $450 per square kilometre) adjusted by an assessment of prospectivity. Changes in metal process may be reflected in the market discount or premium if they are significant.

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Yours faithfully

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Malcolm Castle

B.Sc.(Hons) MAusIMM, GCertAppFin (Sec Inst) Agricola Mining Consultants Pty Ltd

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TENEMENT SCHEDULE

Country	Project	Tenement ID	Tenement Name	Area (km 2)	Equity Interest
Peru	Mancha Pampa	01-02663-04	Quillcata 1	10.00	100%
Peru	Mancha Pampa	01-02655-04	Quillcata 2	4.00	100%
Peru	Sara Sara	01-01409-09	Kapish 1	4.00	100%
Peru	Sara Sara	01-01410-09	Kapish 2	8.00	100%
Peru	Sara Sara	01-01411-09	Kapish 3	6.00	100%
Peru	Sara Sara	01-01319-09	Karico 1	5.00	0%, option to purchase 100%
Peru	Nauquipa	01-03611-13	Nauquipa 5	2.00	100%

The status of the tenements has been verified based on a recent independent inquiry by the Company’s independent auditors, BDJ Partners, North Sydney, and accepted by Agricola, pursuant to section 7.2 of the Valmin Code, 2015. The tenements are believed to be in good standing. Future events such as the grant (or otherwise) of expenditure exemptions and plaint action may impact of the valuation and may give grounds for a reassessment.

PROJECT REVIEW

Mancha Pampa Cu-Au-Ag Project, Peru (GSC 100%)

The Mancha Pampa project is a porphyry copper-gold project and is located 150km south east of Lima and 100km south east of Toromocho in the Yauyos district. Access from Lima is via the Pan American Highway along the Pacific coast and then an all weather road via the Canete River to the village of Huantan. A gravel road along the Huantan River valley runs to within 4km of the Quillcata prospect, which is then accessible by walking tracks

The nearest mines/deposits are Yauricocha (Cu-Pb-Zn-Ag) located 26km to the north and Toro Mocho (porphyry Cu-Mo) located 110km to the NNW. Global holds 100% interest in mining permits covering an area of 14 square kilometres. The project is subject to a 2.5% NSR royalty.

The Quillcata prospect, a previously unknown porphyry-style copper-gold occurrence at Mancha Pampa, was discovered following a regional structural targeting program. It covers a 800x1000m zone centred on a porphyry intrusion with significant copper and gold mineralisation at surface and has never been drilled.

Soil and rock chip geochemical samples are anomalous in copper, molybdenum, gold, silver, bismuth and arsenic. They define an 800m x 1000m discontinuous zone of anomalous metal concentration.

Within this broader zone and on the eastern margin of the intrusion, a 600m x 200m continuous zone is strongly anomalous in Cu-Au-Ag-As-Bi-Mo. Soils average 1380ppm Cu, 180ppb Au, 6ppm Ag, 73ppm Bi, 11ppm Mo and rocks contain up to 2.5% Cu, 4ppm Au, 67g/t Ag, 303ppm Bi, 157ppm Mo.

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This zone corresponds to an area of potassic alteration and to the eastern IP chargeability high. The strongest gold-soil values (>80ppb) correlate with a NNW trending zone of magnetic low.

Elsewhere within the broad zone of anomalous geochemistry values are more varied. This is probably a function of the distribution and thickness of cover. On the western margin of the intrusion and coincidental with the western IP chargeability high, soil samples contain up to 600ppm Cu, 77ppb Au, 2.4ppm Ag, 73ppm Bi, 24ppm Mo and rock samples up to 2.9ppm Au, 70ppm Bi, 19ppm Mo. This area is almost entirely hidden under a thin layer of transported cover.

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The Quillcata prospect at Mancha Pampa. The central porphyry stock has been affected by sodic-calcic alteration and intense quartz-vein stockworking but is devoid of sulphides and base metals. The copper anomaly in red is defined by soil and rockchip samples with greater than 500ppm Cu. There is limited outcrop within the Cu anomaly, however, 19 rock samples contain greater than 0.1% and up to 2.5% Cu.

A recent upgrade of the Quillcata Cu-Au target follows reprocessing of Induced Polarisation (IP) geophysical data. An IP chargeability high forms a large annular zone around a porphyry intrusion and correlates well with surficial copper, gold and silver mineralisation. Surface outcrops above the IP high are strongly oxidised and contain high levels of copper, gold and silver together with arsenic, bismuth and molybdenum. The surface mineralisation suggests that the IP high is probably caused by copper sulphide minerals at relatively shallow depths (50-100m).

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Surface work including geochemical and geophysical surveys has been completed and the prospect is drill ready.

Sara Sara Cu-Mo-Ag Project, Peru (GSC 100%)

Sara Sara in southern Peru is a porphyry copper project. The project is located 100 km from the coast in the Department of Arequipa and lies on the northerly extension of a belt of porphyry copper deposits extending from Chile into Southern Peru.

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Google image of the Sara Sara project in southern Peru. The outer limit of the lithocap is shown in a red dashed line (>15 sq km) and the central zone of vuggy silica in yellow. Property boundary shown as solid black line and the optioned ground is outlined in a dashed black line.

The Sara Sara project covers an area of 23 square kilometres comprising 18 square kilometres 100% owned by Global and with no royalties and 5 square kilometres owned by Sicoin SRL, a small private Peruvian company, over which Global has an option to purchase 100% subject to a 1% NSR royalty.

Under the agreement with Sicoin, Global may purchase 100% interest in the permit for $2.15 million. The 1% NSR royalty payable to Sicoin is subject to buyout option held by Global and can purchased at any time for $1.5 million. The main prospect and area of drilling is on the ground owned by Global.

Sara Sara is located within the Andean porphyry copper belt, which produces a large proportion of the world’s copper and molybdenum. Several exploration companies are active in the area and are

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exploring for porphyry Cu and epithermal Au mineralisation. Zafranal, another porphyry project owned by AQM Copper and Teck Corp, is located 150km to the southeast. Buenaventura’s Brea Pampa gold project (approx. 0.5 Moz) is located 40km to the northwest. The immediate area surrounding Sara Sara is held by Teck Corporation and Pan American Silver.

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Location of Mancha Pampa and Sara Sara Projects in Southern Peru

Sara Sara is a very large (>15 sq km) area of intensely altered (advanced argillic) and pyrite-rich volcanic rocks with associated copper-molybdenum-tungsten-silver mineralisation. The results to date suggest Sara Sara is a “lithocap” developed in the upper parts of a porphyry copper system. The mineralisation discovered to date occurs within brecciated and altered andesitic volcanic and volcaniclastic host rocks that form part of the lithocap. Selected drill intersections from 2010 and 2011 include:

16.4m at 410g/t Ag, 9g/t Re, 0.18% W from 239m
24m at 877ppm Mo from 126m
15m at 0.53% Cu from 148m (supergene chalcocite mineralisation)

Sara Sara has the potential to host relatively shallow silver-rich mineralisation and deeper porphyry copper-molybdenum-gold mineralisation. Drilling is required to test these targets.

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Nauquipae Cu-Mo-Ag Project, Peru (GSC 100%)

The tenement was recently granted and no work has yet been conducted on the tenement. There is restricted access because of buffer zone to nature reserve. The target area covered five mining claims but only one was granted. This was considered the least prospective part of the project.

The Company holds 100% interest in one recently granted mining claim covering an area of approximately 2.0 square kilometres.

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VALUATION ASSESSMENT

Three widely accepted valuation approaches are:

(a) Market-based, which is based primarily on the notion of substitution. In this Valuation Approach the Mineral Asset being valued is compared with the transaction value of similar Mineral Assets under similar time and circumstance on an open market ( Comparable Transactions, $ per metal unit ).

(b) Income-based, which is based on the notion of cashflow generation. In this Valuation Approach the anticipated benefits of the potential income or cash flow of a Mineral Asset are analyzed ( Discounted Cash Flow ).

(c) Cost-based, which is based on the notion of cost contribution to Value. In this Valuation Approach the costs incurred on the Mineral Asset are the basis of analysis and an assessment of prospectivity ( Prospectivity Exploration Multiplier and Geo-factor Rating, $ per sq. km.).

Details of the assessment criteria are included in the notes attached to the Report.

The Company’s Projects are classed as ‘early stage exploration projects’ and inherently speculative in nature. Several methods of valuation are available for such projects where a Mineral Resource has not yet been estimated in accordance with the JORC code. These include the use of Cost-based valuations. The Geoscientific Rating method (potential for further discoveries) and Past Expenditure methods are appropriate for exploration ground that is not advanced enough to estimate mineral resources. These methods may be supported by reference to Yardstick (Rule of Thumb) methods as a reasonableness check.

Exploration projects can be extremely variable and the use of comparable transactions is unlikely to produce a statistical spread of values for “similar” projects. This method can be used with some certainty where a Mineral Resource has been estimated. The Prospectivity Exploration Multiplier (PEM) is based on past expenditure and assessment of outcomes while the Geoscience Rating (Geofactor Rating) is based on basic expenditure and opinions of the prospectivity hence tenements can have marked variation in value between the methods, especially where past expenditure has been poorly documented or wasted.

The ‘Geo-factor Rating’ method of valuation for early stage exploration tenements is the preferred valuation method for the Company’s current tenements as it focuses on the future prospectivity of the area. The historical amounts spent on exploration are difficult to determine in most cases.

The Geo-factor Rating method systematically assesses four key technical attributes of a tenement to arrive at a series of factors that are multiplied together to produce a prospectivity rating. The Basic Acquisition Cost (BAC) is the important input to the method and it is calculated by summing the application fees, annual rent, work required to facilitate granting (e.g. native title, environment etc) and statutory expenditure for an initial period of 12 months. This is usually expressed as average expenditure per square kilometre. Equity and grant status are also taken into account. Each factor is

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then multiplied serially to the BAC. The ‘Base Value’ is multiplied by the prospectivity rating to establish the overall technical value of each mineral property.

GEO-FACTOR RATING METHOD – EXPLORATION POTENTIAL

BASE VALUE

This represents the exploration cost for the current period of the tenement. The current Base Acquisition Cost (BAC) for exploration projects or tenements at a similar stage is considered to be the average expenditure for the first year of the licence tenure. This is considered to be a BAC of $400 to $450 per square kilometre .

A detailed list of all tenements is provided separately in the Tenement Schedule. The Project Review above discussed the geological setting, previous exploration results and exploration potential for the projects. The assessment of value is based on equity in the project as shown in the following table.

Base Value = [Area][Grant Factor][Equity][Base Acquisition Cost]*

Global Geoscience	- Tenement
Factors					Base	Value
Project	Tenement	Km2	Status	Grant	Low	High
Peru					-	-
Mancha Pampa	01-02663-04	10.00	Granted	100%	4,000	4,500
Mancha Pampa	01-02655-04	4.00	Granted	100%	1,600	1,800
Sara Sara	01-01409-09	4.00	Granted	100%	1,600	1,800
Sara Sara	01-01410-09	8.00	Granted	100%	3,200	3,600
Sara Sara	01-01411-09	6.00	Granted	100%	2,400	2,700
Sara Sara	01-01319-09	5.00	Granted (1)	100%	2,000	2,250
Nauquipa	01-03611-13	2.00	Granted	100%	800	900
		(1)0%,	option topurchase 100%

Prospectivity Assessment Factors

An assessment of the prospectivity of tenements was compiled. Details of the geo-factors are included in the notes attached to the Report. This includes a consideration of:

Regional mineralization, old and current workings and the validity of conceptual models.
Local mineralization within the tenements and the application of conceptual models within the tenements.
Identified anomalies warranting follow up within the tenements.
The proportion of structural and lithological settings within the tenements and difficulty encountered by cover rocks and other factors.

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	Rating	Address - Off Property	Mineralisation - On Property	Anomalies	Geology
Low	0.5	Very little chance of mineralisation, Concept unsuitable to environment	Very little chance of mineralisation, Concept unsuitable to environment	Extensive previous exploration with poor results - no encouragement	Unfavourable lithology over >75% of the tenement
Average	1	Indications of Prospectivity, Concept validated	Indications of Prospectivity, Concept validated	Extensive previous exploration with encouraging results - regional targets	Deep alluvium Covered favourable geology (40-50%)
	2	Significant RC drilling leading to advance project status	RAB &/or RC Drilling with encouraging intercepts reported	Several well defined surface targets with some RAB drilling	Exposed favourable lithology (60-70%)
High	3	Resource areas identified	Advanced Resource definition drilling - early stage	Several significant subeconomic targets - no indication of volume	Highly prospective geology (80 - 100%)

Assessments in each category are based on a set scale (see above and notes) and are multiplied together to arrive at a “prospectivity index.

Prospectivity Index = [Off Site Factor][On Site Factor][Anomaly Factor]*[Geology Factor]

Global Geoscience	Prospectivity
Factors
Project	Tenement	Off	Site	On	Site	Anomaly		Geology
		Low	High	Low	High	Low	High	Low	High
Peru
Mancha Pampa	01-02663-04	1.00	1.05	1.50	1.55	1.50	1.55	1.50	1.55
Mancha Pampa	01-02655-04	1.00	1.05	1.50	1.55	1.50	1.55	1.50	1.55
Sara Sara	01-01409-09	1.00	1.05	1.75	1.80	1.25	1.30	1.50	1.55
Sara Sara	01-01410-09	1.00	1.05	1.75	1.80	1.25	1.30	1.50	1.55
Sara Sara	01-01411-09	1.00	1.05	1.75	1.80	1.25	1.30	1.50	1.55
Sara Sara	01-01319-09	1.00	1.05	1.75	1.80	1.25	1.30	1.50	1.55
Nauquipa	01-03611-13	1.00	1.05	0.50	0.55	0.50	0.55	1.00	1.05

TECHNICAL VALUE

Technical Value is an assessment of a Mineral Asset’s future net economic benefit at the Valuation Date under a set of assumptions deemed most appropriate by a Practitioner, excluding any premium or discount to account for market considerations.

An estimate of technical value has been compiled for the tenements based on the base acquisition cost, area, grant status, equity and ratings for prospectivity.

Technical Value has been estimated for all tenements based on the grant factor with no regard, at this stage, for the earned equity by the Company. The Equity Position is calculated separately based on the Market Value.

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Technical Value = [Base Value]*[Prospectivity Index]

Global Geoscience - Technical Value, A$	Global Geoscience - Technical Value, A$		Technical Value, A$
Project	Tenement	Low	High	Preferred
Peru
Mancha Pampa	01-02663-04	14,000	18,000	16,000
Mancha Pampa	01-02655-04	5,000	7,000	6,000
Sara Sara	01-01409-09	5,000	7,000	6,000
Sara Sara	01-01410-09	11,000	14,000	12,500
Sara Sara	01-01411-09	8,000	10,000	9,000
Sara Sara	01-01319-09	7,000	9,000	8,000
Nauquipa	01-03611-13	-	-	-
Subtotal		50,000	65,000	57,500

Comparison with Yardstick (Rule of Thumb) Method

A review of technical value (which is not influenced by market conditions) of exploration areas carried out by Agricola over the last few years suggests that ground without resources can be categorized as a matter of convenience into four groups:

Advanced exploration areas located in a well mineralised area near existing mineral deposits with significant potential attract values well above $2000 per square kilometre
Exploration areas along strike or structurally related to estimated mineral resources. Such areas attract values in the range $1200 to $2000 per square kilometre.
Exploration areas in known mineral fields. Such areas attract values in the range of $700 to $1300 per square kilometre.
Exploration areas in green fields or early exploration domains remote from mineral resources. Such areas attract values in the range of $400 to $800 per square kilometre when granted.

Based on the values estimated in this report, the granted exploration ground at the advanced projects falls in the range $1,300 to $1,500 per square kilometre which is consistent with the geological setting, results and stage of exploration.

MARKET VALUE

Market Value is the estimated amount (or the cash equivalent of some other consideration) for which the Mineral Asset should exchange on the date of Valuation between a willing buyer and a willing seller in an arm’s length transaction after appropriate marketing where the parties had each acted knowledgeably, prudently and without compulsion. Market Value may be higher or lower than Technical Value.

In arriving at a fair market value for a particular exploration tenement, Agricola has considered the country risk and current market for exploration properties in Australia. Assessment of country risk and an assessment of the Business Climate have been provided by an independent specialist firm ( source: www.coface.com ). The rating for Peru is ‘A4’ for country risk and ‘B’ for business climate,

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which are considered to be moderate. This rating will affect the market factor in assessing market value.

The projects are considered to be at a relatively early stage with some encouragement from early surface sampling and drilling at several projects. Prospectivity is estimated from geological information including drill holes, outcrops and geological information. There has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.

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Choice of discount rates is mainly based on experience in the current resources market in early 2016. While there is some investment interest it is almost exclusively directed towards advanced projects with a short-term path to development. The attitude of market sentiment is apparent in the 10 year Commodity Metals Price Index ( source: www.indexmundi.com ) shown above.

A combination of early stage and the general malaise of the mining sector suggest a market discount of 25% should be applied to the technical value of the projects in Peru.

Market Value = [Technical Value]*[Adjusted Market Factor]

Global Geoscience -	Market Value A$			Market Value A$
Project		Market Factor	Low	High	Preferred
Peru
Mancha Pampa	01-02663-04	75%	10,500	13,500	12,000
Mancha Pampa	01-02655-04	75%	3,750	5,250	4,500
Sara Sara	01-01409-09	75%	3,750	5,250	4,500
Sara Sara	01-01410-09	75%	8,250	10,500	9,375
Sara Sara	01-01411-09	75%	6,000	7,500	6,750
Sara Sara	01-01319-09	75%	5,250	6,750	6,000
Nauquipa	01-03611-13	75%	-	-	-
Subtotal			37,500	48,750	43,125

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Equity Value

The Company currently hold 0% equity in five tenements with the option to purchase 100% and holds 0% in another tenement, earning 100%. No value has been ascribed to these tenements in the equity assessment based on the current equity though there may be some commercial value attached to the agreements. The NSR Royalties at Mancha Pampa and Sara Sara have not been taken into account.

Global Geoscience - Equity Value A$	Global Geoscience - Equity Value A$		Market - Equity Value A$	Market - Equity Value A$
Project	Tenement	Equity	Low	High		Preferred
Peru
Mancha Pampa	01-02663-04		100%	10,500	13,500	12,000
Mancha Pampa	01-02655-04		100%	3,750	5,250	4,500
Sara Sara	01-01409-09		100%	3,750	5,250	4,500
Sara Sara	01-01410-09		100%	8,250	10,500	9,375
Sara Sara	01-01411-09		100%	6,000	7,500	6,750
Sara Sara	01-01319-09	0%, option to purchase 100%
Nauquipa	01-03611-13		100%	-	-	-
Subtotal				32,250	42,000	37,125

Agricola has reviewed alternative comparative valuation methods as set out in Regulatory Guide 111: Content of expert reports (RG 111) at RG 111.65, which considers that "an expert should, where possible, use more than one valuation methodology. We consider this reduces the risk that the expert's opinion is distorted by its choice of methodology. We also consider that an expert should compare the figures derived from using the different methodologies and comment of any differences".

Agricola considers that the expectation of future gain is the main driver for mineral asset valuation of exploration projects as it endeavours to ascertain the unencumbered price which a willing but not anxious vendor could reasonably expect to obtain and a hypothetical willing but not too anxious purchaser could reasonably expect to have to pay for the property if the vendor and the purchaser had got together and agreed on a price in friendly negotiation (the Spencer Test). The method set out in this report is considered appropriate for valuation of mineral resources.

The acquisition of the Company may include many commercial aspects, which do not directly relate to the mineral asset and may not be the same for another independent purchaser

Alternative methods such as Market Capitalisation (MCap) and Enterprise Value (EV) are not prohibited by RG111 to form the basis of comparable transaction analysis both MCap and EV include elements relating to corporate valuation such as cash and debt levels, management skills and reputation and many others which are independent of mineral asset values.

In conclusion, given the state of the market at the valuation date and current events, the best and appropriate method to determine a market value of the mineral assets was in accordance with the recommendations. “Observable market values” currently reflect many distortions that make it difficult to apply a reasonable or appropriate valuation to the relevant mineral assets.

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VALUATION OPINION

Based on an assessment of the factors involved, the estimate of market value of the current equity of the granted tenements in the Company’s Projects is in the range of A$32,000 to A$42,000 with a preferred value of A$37,000.

This valuation is effective on 4 July 2016.

Valuation of mineral resources is estimated at a specific date as stated in the report and metal prices (if appropriate) are estimated from current information available at that time. Metal markets may be quite volatile from time to time and it is appropriate to consider the effect of variations in metal price (which may change on a daily basis).

Where no mineral resources have been estimated for the project, the valuation assessment is based on the proposed annual exploration expenditure ($400 to $450 per square kilometer) adjusted by an assessment of prospectivity. Changes in metal process may be reflected in the market discount or premium if they are significant.

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MINERAL ASSETS VALUATION FOR EXPLORATION TENEMENTS

M. Castle – Updated 25 January 2016

Agricola Mining Consultants Pty Ltd (“Agricola”) has prepared these notes as background to the Independent Valuation Report. The notes are general in nature and references to Western Australia are an example of exploration expenditures. They are appropriate for other states and other countries based on Agricola’s experience in many areas of Australia and elsewhere. Parts of these notes may be repeated for clarity in the main report.

MINERAL ASSETS VALUATION FOR EXPLORATION TENEMENTS ..................................................... 18 The Meaning of Value – Scope of the Report ................................................................................ 19 Judicial interpretation............................................................................................................... 20 Regulatory Authorities ................................................................................................................. 21 The VALMIN Code, 2005 ........................................................................................................... 21 Regulatory Guides RG111 and RG112, March 2011 ................................................................... 23 The JORC Code, 2012 ................................................................................................................ 24 VALUATION METHODOLOGY FOR EXPLORATION TENEMENTS ....................................................... 24 Fair Market Value of Mineral Assets ............................................................................................. 24 Contemporaneous transactions in the asset ............................................................................. 27 DCF value ................................................................................................................................. 27 Contemporaneous transactions in comparable assets .............................................................. 28 Potential for Further Discoveries .............................................................................................. 28 Past Expenditure ...................................................................................................................... 28 Yardstick (Rule of Thumb) Method ........................................................................................... 28 Share market trading in companies holding comparable exploration interests.......................... 29

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Valuation of Development Projects by Discounted Cash Flow Methods ......................................... 29 Valuation of Resources by Comparable Transactions .................................................................... 32 Mergers and Acquisitions Activity ............................................................................................. 34 Sensitivity to Metal Price .......................................................................................................... 35 Geoscience Factor Method ........................................................................................................... 36 Area ......................................................................................................................................... 37 Basic Acquisition Cost ............................................................................................................... 37 Tenement Status ...................................................................................................................... 39 Equity ....................................................................................................................................... 39 Geoscience Factors ................................................................................................................... 39 Prospectivity Enhancement Multiplier (“PEM”) ............................................................................. 40 Yardstick (Rule of Thumb) Method ............................................................................................... 41 Adjustments to the Technical Value – Market Value ..................................................................... 42 GLOSSARY OF TERMS ...................................................................................................................... 44 VALUATION REFERENCES ................................................................................................................ 50

The Meaning of Value – Scope of the Report

A Mineral asset valuation should endeavour to ascertain the price that a willing but not anxious vendor could reasonably expect to obtain and a hypothetical willing but not too anxious purchaser could reasonably expect to have to pay for the property if the vendor and the purchaser had got together and agreed on a price in friendly negotiation.

The test for determining the market value is based on the consideration of a hypothetical negotiation, namely, what is the price that a willing but not anxious purchaser would have to offer to induce a willing but not anxious vendor to sell the property rather than the price which an anxious vendor would obtain upon a forced sale. This is the price that a hypothetical prudent purchaser would entertain, if he desired to purchase it for the most advantageous purpose for which the property was adapted.

This test contemplates a prudent purchaser who has informed himself or herself of all of the relevant attributes and advantages that the property enjoyed which means not just being conversant with the property in its existing state but also any profitable uses to which it might be put. This embodies the concept of the highest and best use of the property.

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Judicial interpretation

The High Court cast light on the ordinary meaning of 'market value' in 1907 in Spencer v. The Commonwealth of Australia. In this case, the Commonwealth had compulsorily acquired land for a fort at North Fremantle in Western Australia.

In discussing the concept of market value, Griffith CJ commented (page 432) that:

… the test of value of land is to be determined, not by inquiring what price a man desiring to sell could have obtained for it on a given day, i.e. whether there was, in fact, on that day a willing buyer, but by inquiring: What would a man desiring to buy the land have had to pay for it on that day to a vendor willing to sell it for a fair price but not desirous to sell?

Isaacs J subsequently expanded on the concept (page 441):

… to arrive at the value of the land at that date, we have … to suppose it sold then, not by means of a forced sale, but by voluntary bargaining between the plaintiff and a purchaser willing to trade, but neither of them so anxious to do so that he would overlook any ordinary business consideration. We must further suppose both to be perfectly acquainted with the land and cognisant of all circumstances which might affect its value, either advantageously or prejudicially, including its situation, character, quality, proximity to conveniences or inconveniences, its surrounding features, the then present demand for land, and the likelihood as then appearing to persons best capable of forming an opinion, of a rise or fall for what reasons so ever in the amount which one would otherwise be willing to fix as to the value of the property.

In this case, the High Court recognised the principles of:

the willing but not anxious vendor and purchaser
a hypothetical market
the parties being fully informed of the advantages and disadvantages associated with the asset being valued (in the specific case, land)
both parties being aware of current market conditions.

This is commonly known as the Spencer test after the High Court decision upon which these principles are based and to which the Courts have used in their determinations of market value or property. ( Spencer v Commonwealth (1907) 5 CLR 418 at 432 per Griffiths CJ and 441 per Isaacs J.).

Although the Spencer test is based on both a hypothetical vendor and a hypothetical purchaser and therefore the market value from either hypothetical party’s point of view should be the same, in some cases emphasis has been placed on what would be the best price which the vendor could hope to obtain.

The question as of “special value” of particular property has often been raised in cases. However in reality this is only part of the Spencer test that in attributing the price that would be paid to the hypothetical vendor by the hypothetical purchaser it is to be assumed that the property will be put to its “highest and best use”.

Applying the Spencer test may not be confined to a technical valuation exercise but may involve a consideration of market factors. In a highly speculative market during ‘boom’ conditions or a

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depressed market during ‘bust’ conditions the hypothetical purchaser may expect to pay a premium or receive a discount commensurate with market conditions.

The Spencer test has been applied in stamp duty cases in determining the value of the dutiable property.

These principles apply equally to mineral assets

Regulatory Authorities

Mineral asset valuations are prepared in accordance with the Australasian Code for Public Reporting of Technical Assessment and Valuation of Mineral Assets (the “VALMIN Code ”, 2015 Edition), which is binding upon Members of the Australasian Institute of Mining and Metallurgy (“AusIMM”) and the Australian Institute of Geoscientists (“AIG”), as well as the rules and guidelines issued by the Australian Securities and Investments Commission (“ASIC”) and the ASX Limited (“ASX”) which pertain to Independent Expert Reports ( Regulatory Guides RG111, 2011 and RG112, 2011 ).

Where exploration results or mineral resources have been referred to in this report, the classifications are consistent with the ”Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”), prepared by the Joint Ore Reserves Committee of the AusIMM, the AIG and the Minerals Council of Australia, effective 2012.

The VALMIN Code, 2015

The main requirements of the Valuation Report are

Prepared in accordance with the VALMIN code.
Details of valuation methodologies
Reasoning for the selection of the valuation approach adopted
Details of the valuation calculations
Conclusion on value
Experience and qualifications of key personnel to be set out

Competence - Competence or being Competent requires that the Public Report is based on work that is the responsibility of a suitably qualified and experienced person who is subject to an enforceable professional Code of Ethics. The Expert or Specialist must be competent at doing valuations. The person needs to be an expert in the particular exploration target being evaluated. Typically the person needs at least 5 years’ experience in that commodity.

Materiality - Materiality or being Material requires that a Public Report contains all the relevant information that investors and their professional advisors would reasonably require, and reasonably expect to find in the report, for the purpose of making a reasoned and balanced judgement regarding the Technical Assessment or Mineral Asset Valuation being reported. This means the valuer has to ensure that all important data that could have a significant impact on the valuation is

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included in the report. Materiality and Material refer to data or information which contribute to the determination of the Mineral Property value, such that the inclusion or omission of such data or information might result in the reader of a Valuation Report coming to a substantially different conclusion as to the value of the Mineral Property. Material data and information are those, which would reasonably be required to make an informed assessment of the value of the subject Mineral Property.

Transparency - Transparency or being Transparent requires that the reader of a Public Report is provided with sufficient information, the presentation of which is clear and unambiguous, to understand the report and not be misled by this information or by omission of Material information. The report needs to explain how the valuation was done and the assumptions used in calculating the value. The objective is to provide sufficient information that other people can come up with the same answer. Transparency and Transparent means that the Material data and information used in (or excluded from) the Valuation of a Mineral Property, the assumptions, the Valuation approaches and methods, and the Valuation itself must be set out clearly in the Valuation Report, along with the rationale for the choices and conclusions of the expert or specialist.

Reasonableness – Reasonableness requires that an assessment that is impartial, rational, realistic and logical in its treatment of the inputs to a Valuation or Technical Assessment has been used, to the extent that another Practitioner with the same information would make a similar Technical Assessment or Valuation. A Reasonableness test serves to identify Valuations, which may be out of step with industry standards and industry norms. It is not sufficient for a expert or specialist to determine that he or she personally believes the value determined is appropriate without satisfying an objective standard of proof.

Independence - Independence or being Independent requires that there is no present or contingent interest in the Mineral Asset(s), nor is there any association with the Commissioning Entity or related parties that is likely to lead to bias.

The Expert or Specialist must act in a professional manner and not favour the buyer or the seller. In other words the price must be set at a “fair market value”. To achieve independence, the Expert or Specialist must not receive any special benefit from doing the study. This subject is addressed fully in RG112 (112.42). Independence or Independent means that, other than professional fees and disbursements received or to be received in connection with the Valuation concerned, the Qualified Valuer or Qualified Person (as the case requires) has no pecuniary or beneficial (present or contingent) interest in any of the Mineral Properties being valued, nor has any association with the Commissioning Entity or any holder(s) of any rights in Mineral Properties which are the subject of the Valuation, which is likely to create an apprehension of bias. The concepts of “Independence” and “Independent” are questions of fact. For example, where anE’s fees depend in whole or in part on an understanding or arrangement that an incentive will be paid based on a certain value being obtained, such Expert or Specialist is not Independent.

Methodology - The decisions as to the valuation methodology or methodologies to be used and the content of the Report are solely the responsibility of the Expert or Specialist whose decisions must not be influenced by the Commissioning Entity. The Expert or Specialist must state the reasons for

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selecting each methodology used in the Report. Methods chosen must be rational and logical and be based upon reasonable grounds.

The Expert or Specialist should make use of valuation methods suitable to the Mineral or Petroleum Assets under consideration. Selection of the appropriate valuation method will depend on, inter alia:

(a) the purpose of the Valuation;
(b) the development status of the Mineral or Petroleum Assets;
(c) the amount and reliability of relevant information;
(d) the risks involved in the venture; and
(e) the relevant market conditions for commodities.

The Expert or Specialist should choose, discuss and disclose the selected valuation method(s) appropriate to the Mineral Assets under consideration in the Report, stating the reasons why the particular valuation methods have been selected in relation to those factors and to the adequacy of available data. It may also be desirable to discuss why a particular valuation method has not been used. The disclosure should give a sufficient account of the valuation methods used so that another Expert could understand the procedure used and assess the Valuation. Should more than one valuation method be used and different valuations result, the Expert or Specialist should comment on the reasons for selecting the Value adopted.

Regulatory Guides RG111 and RG112, March 2011

It is not the Australian Securities and Investment Commission – ASIC’s role or intention to limit the expert’s exercise of skill and judgment in selecting the most appropriate method or methods of valuation. However, it is appropriate for the expert to consider:

(a) the discounted cash flow method;
(b) the amount which an alternative acquirer might be willing to offer if all the securities in the target company were available for purchase;

ASIC does not suggest that this list is exhaustive or that the expert should use all of the methods of valuation listed above. The expert should justify the choices of valuation method and give a sufficient account of the method used to enable another expert to replicate the procedure and assess the valuation. It may be appropriate for the expert to compare the values derived by more than one method and to comment on any differences.

The complex valuations in an expert’s report necessarily contain significant uncertainties. Because of this an expert who gives a single point value will usually be implying spurious accuracy to his or her valuation. An expert should, however, give as narrow a range of values as possible. An expert report becomes meaningless if the range of values is too wide. An expert should indicate the most probable point within the range of values if it is feasible to do so.

The expert should carry out sufficient enquiries or examinations to establish reasonable grounds for believing that any profit forecasts, cash flow forecasts and unaudited profit figures that are used in

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the expert’s report, and have been prepared on a reasonable basis. If there are material variations in method or presentation the expert should adjust for or comment on them in the report.

The expert should discuss the implications to his or her valuation if:

(a) the current market value of the subject of the report is likely to change because of market volatility (for example, boom or depression); or
(b) the current market value differs materially from that derived by the chosen method.

The JORC Code, 2012

The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (‘the JORC Code’) is a professional code of practice that sets minimum standards for Public Reporting of minerals Exploration Results, Mineral Resources and Ore Reserves.

The JORC Code provides a mandatory system for the classification of minerals Exploration Results, Mineral Resources and Ore Reserves according to the levels of confidence in geological knowledge and technical and economic considerations in Public Reports.

The JORC Code was first published in 1989, with the most recent revision being published late in 2012. Since 1989 and 1992 respectively, it has been incorporated in the Listing Rules of the Australian and New Zealand Stock Exchanges, making compliance mandatory for listing public companies in Australia and New Zealand.

The current edition of the JORC Code was published in 2012 and after a transition period the 2012 Edition came into mandatory operation from 1 December 2013.

Changes to the JORC Code 2012

Table 1 reporting on an ‘if not, why not?’ basis.
Competent Person Attributions – Clause 9
Exploration Targets – Clause 17
Pre-Feasibility required for Ore Reserves – Clause 29
Technical Studies definitions – Clause 37-40
Annual Reporting – Clause 15
Metal Equivalents – Clause 50
In situ values – Clause 51
Additional guidance on reporting in Table 1

VALUATION METHODOLOGY FOR EXPLORATION TENEMENTS

Fair Market Value of Mineral Assets

Mineral assets include, but are not limited to, mining and exploration tenements held or acquired in connection with the exploration, the development of, and the production from those tenements together with all plant, equipment and infrastructure owned or acquired for the development, extraction and processing of minerals in connection with those tenements.

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Mineral assets classification

Mineral assets classification	Mineral assets classification
Early stage exploration areas	Mineralisation may or may not have been identified, but where a mineral resource has not been defined. Available information includes exploration results such as outcrop sampling, assays of drill hole intersections, geochemical results and geophysical survey results. Valuation Methods: *Geoscience* *Factor, Prospectivity* Enhancement Multiplier, Yardstick(Rule of Thumb).
Advanced exploration areas	Mineral resources have been identified and their extent estimated (possibly incompletely). This includes properties at the early stage of assessment. Available information includes estimates of Exploration Targets, Inferred Resources, Indicated Resources, Measured Resources in accordance with the JORC Code 2012 and the exploration results from the surrounding area or prospect used to compile the estimates. Additional value for exploration potential in the immediate area is not considered to be warranted. Valuation Methods:*Comparable Transactions*. Yardstick (Rule of Thumb)
Pre-development projects	A positive development decision has not yet been made. This includes properties where a development decision has been negative, properties on care and maintenance and properties held on retention titles. Available information includes Mineral Resource estimates in accordance with the JORC Code and a scoping study. If a recent and valid Pre Feasibility Study has been prepared an Ore Reserve may have been estimated with due regard to modifying factors. Valuation Methods: Comparable Transactions,*Discounted Cash* *Flow* (if Ore Reserves have been estimated)
Development projects	Committed to production, but which, are not yet commissioned or not initially operating at design levels. Available information includes a Feasibility Study with supporting technical studies. Valuation Methods:*Discounted Cash Flow*.
Operating Mines	Mineral properties, particularly mines and processing plants, which have been fully commissioned and are in production. Valuation Methods:*Discounted Cash Flow*.

Agricola’s preferred valuation method is shown in bold type.

The value of a mineral asset usually consists of two components,

The underlying or Technical Value (or stand alone value) which is an assessment of a mineral asset’s future net economic benefit under a set of appropriate assumptions, excluding any premium or discount for market, strategic or other considerations.
The Market Component, which is a premium relating to market, strategic or other considerations which, depending on circumstances at the time, can be either positive, negative or zero.

When the technical and market components of value are combined the resulting value is referred to as the market value. A consideration of country risk should also be taken into account for overseas projects.

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The value of mineral assets is time and circumstance specific. The asset value and the market premium (or discount) changes, sometimes significantly, as overall market conditions, commodity prices, exchange rates, political and country risk change.

Valuation is based on a calculation in which the geological prospectivity, commodity markets, financial markets, stock markets and mineral property markets are assessed independently.

Valuation of exploration properties is exceptionally subjective. If an economic resource is subsequently identified then a new valuation will be dramatically higher, or possibly lower. Alternatively if expenditure of further exploration dollars is unsuccessful then it is likely to decrease the value of the tenements. There are a number of generally accepted procedures for establishing the value of exploration properties and, where relevant, the use of more than one such method to enable a balanced analysis and a check on the result has been undertaken. The value will always be presented as a range with the preferred value identified. The preferred value need not be the median value, and will be determined by the Independent Valuer based on his experience.

The Independent Expert or Specialist, when determining a value for a mineral asset, must assess a range of technical issues prior to selection of a valuation methodology. Often this will require seeking advice from a specialist in specific areas. The key issues are:

geological setting and style of mineralisation
level of knowledge of the geometry of mineralisation in the district
results of exploration including geological mapping, costeaning and drilling of interpretation of geochemical anomalies
parameters used to identify geophysical and remote sensing data anomalies
location and style of mineralisation identified on adjacent properties
appropriate geological models
mining history, including mining methods
location and accessibility of infrastructure
milling and metallurgical characteristics of the mineralisation

In addition to these technical issues the Independent Expert needs to make a judgement about the market demand for the type of property, commodity markets, financial markets and stock markets. The technical value of a property should not be adjusted by a “market factor” unless there is a marked discrepancy between the technical value and the market value. When this is done the factor should be clearly identified.

Where there are identified Ore Reserves it is appropriate to use financial analysis methods to estimate the net present value (“NPV”) of the properties. This technique (the DCF Method) has deficiencies, which include assessment of only a very narrow area of risk, namely the time value of money given the real discount rate, and the underlying assumption that a static approach is applicable to investment decision making, which is clearly not the case.

When assessing value of exploration properties with no identified Ore Reserves it is inappropriate to prepare any form of financial analysis to determine the net present value. The valuation of

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exploration tenements or licences, particularly those without identified resources, is highly subjective and a number of methods are appropriate to give a guide as discussed below.

All of these valuation methods are relatively independent of the location of the mineral property. Consequently the valuer will make allowance for access to infrastructure etc when choosing a preferred value. It is observed that the Prospectivity Exploration Multiplier (“PEM”) is heavily based on the expenditure; while the Geoscience Factor is more heavily based on opinions of the prospectivity hence tenements can have marked variation in value between the methods. If the Geoscience Factor assessment is high and the PEM is low it indicates effective well focused exploration, if the Geoscience Factor is low and the PEM high it suggests that the tenement is considered to have lower prospectivity.

Truly Comparable Transactions are rare for early stage properties without defined drill targets. This is natural in a recession, as companies focus on brownfields exploration. Inflated prices paid for property in fashionable areas should not be discounted because they reflect the true market value of a property at the transaction date. If however, the market sentiment is not so buoyant then adjustments must be made.

Methodologies commonly used for the valuation of early stage or exploration assets in order of the evidentiary value provided by each include:

Contemporaneous transactions in the asset

Where a transaction has taken place around the valuation date in the mineral asset in question, this provides the best evidence of value. This may occur when a body of mineralisation or confined geological domain is split by a tenement boundary and one part is sold.

If a property in the recent past was the subject of an arms-length transaction, for either cash or shares (i.e. from a company whose principal asset was the mineral property) then this forms the most realistic starting point, provided that the deal is still relevant in today’s market. Complicating matters is the knowledge that properties rarely change hands for cash, except for liquidation purposes, estate sales, or as raw exploration property when sold by an individual prospector, or entrepreneur.

Any underlying royalty or net profits interests or rights held by the original vendor of the claims should be deducted from the resultant property value before determination of the company’s interest. Also, reductions in value should be made where environmental, legal or political sensitivities could seriously retard the development of exploration properties.

It should be noted again that exploration is cyclical, and in periods of low metal prices there is often no market, or a market at very low prices, for ordinary exploration acreage (inventory property) unless it is combined with a significant mineral deposit, or with other incentives.

DCF value

Where a financial model has been prepared which considers the exploration results to date, the costs involved in taking the project to production and the probability-weighted returns expected from the project, in the absence of a contemporaneous transaction in the actual exploration interest, this provides the best evidence as to the value of the exploration interest. This method

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requires that a reasonable estimate can be made of expected cash flows. In accordance with the JORC Code 2012, the estimation of an Ore Reserve must be based on a Pre Feasibility Study or a Feasibility Study. The DCF Method, therefore, is only possible then these studies are available and an Ore Reserve has been estimated. (DCF Method – see below)

Contemporaneous transactions in comparable assets

Where a transaction has taken place recently in an Asset of similar prospectivity in a similar or comparable mineral market, this provides evidence of value in the absence of an actual transaction or a financial model for the exploration interest. The comparison is typically made on the basis of a value per unit of contained resource. (Comparable Transactions Method – see below)

Potential for Further Discoveries

The Geoscience Factor method provides the most appropriate approach to utilise in the technical valuation of the exploration potential of mineral properties on which there are no defined resources. Kilburn, a Canadian mining engineer was concerned about the haphazard way in which exploration tenements were valued. He proposed an approach that essentially requires the valuer to justify the key aspects of the valuation process in a systematic and defendable manner. The valuer must specify the key aspects of the valuation process and must specify and rank aspects that enhance or downgrade the intrinsic value of each property. The intrinsic value is the base acquisition cost (“BAC”), which is the average cost incurred to acquire a base unit area of mineral tenement and to meet all statutory expenditure commitments for a period of 12 months. Different practitioners use slightly differing approaches to calculate the BAC and its use with respect to different tenement types.

The Geoscience Factor method systematically assesses and grades four key technical attributes of a tenement to arrive at a series of multiplier factors. The multipliers are then applied serially to the BAC of each tenement with the values being multiplied together to establish the overall technical value of each mineral property. A fifth factor, the market factor, is then multiplied by the technical value to arrive at the fair market value.

Past Expenditure

Where the other methods cannot be used, a valuer could also consider previous exploration expenditure , and apply a multiple to this based on its effectiveness and the valuer’s judgment as to the prospectivity of the project based on the results as at the valuation date. The application of this method is very subjective, and is best used for very early stage exploration interests without resources or significant drilling results. (Prospectivity Enhancement Method – see below)

Yardstick (Rule of Thumb) Method

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Share market trading in companies holding comparable exploration interests

Where information on the exploration tenements is not directly observable, valuers sometimes consider the recent share market trading in companies holding comparable exploration interests. This method may require the valuer to apportion the value of the company between its various assets, to determine the proportion of the enterprise value of the company that should be attributed to the comparable exploration interest. Once the valuer has estimated the proportion of the market capitalization or enterprise value of the company that should be attributed to the comparable exploration interest, the value per unit of contained resource or the value per km[2] of tenement approaches can be applied. This typically provides weak evidence of the value of specific exploration interests due to the difficulty in apportioning the enterprise value of a listed company to specific exploration interests, and the likelihood that the share price may include other ‘noise’ unrelated to the exploration interest.

Market Capitalisation (MCap) and Enterprise Value (EV: Mcap + Debt – Cash) are often used in comparable transaction valuations, often quoted as EV per unit of Resource or reserve. These measures say nothing about the technical value of individual mineral assets and are usually influenced by many commercial and emotional factors both within and external to the Company.

It is fair to assume that a company’s share price is a reflection of the market value of the company and this is strongly influenced by the market value of mineral assets in the light of current market conditions. If a ‘willing but not anxious buyer’ were to make an offer for the company based on share price, appropriate due diligence has been completed and the offer may also include a premium for control.

MCap per unit and EV per unit for peer group companies may be a satisfactory measure of ‘reasonableness’ of the market value of the bundle of assets and should be viewed in that light and not as a direct measure of technical value.

Valuation of Development Projects by Discounted Cash Flow Methods

Agricola believes that the Discounted Cash Flow/Net Present Value method should never be applied to the valuation of a Mineral Property that is only at an exploration stage, based on the hypothetical cash flows from a postulated exploitation scenario. Valuers tend to consider before or after tax values only in the context of the DCF/NPV Method, with a general preference for determinations of after-tax value.

Of course, some owners can use tax losses and structure their affairs to minimise the impact of corporate taxes, but others cannot do so. Hence, it should be clearly stated on what taxation basis the fair market value is determined. This is another reason why care must be taken when using project sales data as a comparable basis for assessing value. The ‘comparable’ projects may be in different places subject to different taxation regimes, in any event.

Discounted cash flow analysis

A discounted cash flow (“DCF”) analysis determines the Technical Value of a project by approximating the value if it were developed under the prevailing economic conditions.

Once a Mineral Resource has been assessed for mining by considering revenues and operating costs,

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the economically viable component of the resource becomes the Ore Reserve. When this is scheduled for mining, and the capital costs and tax regime are considered, the net present value (“NPV”) of the project is established by discounting future annual cash flows using an appropriate discount rate.

The resulting ’classical’ NPV has several recognised deficiencies linked to the fact that the approach assumes a static approach to investment decision making, however the NPV represents a fundamental approach to valuing a proposed or on-going mining operation and is widely used within the mining industry.

In terms of cash flow analysis, the DCF valuation technique is the most commonly used valuation tool. The technique has specific strengths over the methods considered in the market and cost approaches. These include its ability to consider the effects of royalties, leases, taxation and financial gearing on the resulting cash flow. In addition, the beneficial impact of unredeemed capital balances, assessed losses, depreciation and amortization on free cash flows can also be modelled.

Compiling cash flows on resources categorized as inferred, or those with even less geoscientific confidence (which in some cases are referred to as inventory), is prohibited by some international codes. It is only under exceptional circumstances that many securities exchanges will accept such cash flows and the effect of cash flow contributions from inferred resources on project performance should be demonstrated separately from those derived from other resource and reserve categories.

The DCF method is used to produce numerous quantitative results. On its own and as an investment tool, it is based on the principle that for any initial investment, the investor will look to the future cash flows of that entity to provide a minimum return. This return will be at least a predetermined return over the investor’s hurdle rate for that investment. The hurdle rate represents the minimum return of a project, below which the decision to invest or develop a new project will be negative, and above which the project will be developed. The hurdle rate should always be greater than the cost of capital for the investor.

For a mining project, in a macroeconomic environment that is sufficiently favourable and stable for this method to be applied, the critical input data will generally be incorporated in a life of mine (LoM) plan. The LoM plan, such as that accompanying a pre-feasibility, feasibility or a bankable feasibility study, will include:

➤ reserve and resource estimates in accordance with the JORC Code

➤ forecast mining schedules of tonnage on a daily, monthly or annual basis

➤ forecast grade profiles and associated recoveries from a processing facility. This, together with the tonnage profile, allows the valuer to calculate the volume of saleable product

➤ estimated working costs, preferably unitized to either an amount per tonne mined or milled or an amount per unit of metal or product sold

➤ forecast capital expenditure profiles over the life of the operation, including ongoing or sustainable capital expenditure amounts and

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➤ rehabilitation liabilities or trust fund contributions, retrenchment costs, plant metal lock-up and any other specific factor that will impact on costs or revenue.

Changes in working capital balances are generally calculated based on historical balance ratios, applied to forecast revenues and working costs. They impact on short term cash flows and therefore must be modelled into the cash flows. Naturally, any working capital locked up during the life of the operation will be released at the end of this life.

Once the economic inputs have been assumed, the DCF can be determined. This is often stated as EBITDA (Earnings before Interest, Taxation, Depreciation and Amortisation) and is frequently taken as the technical value of the project, subject to a consideration of sensitivity to the assumptions.

The resultant cash flow is then used to derive the net present value (NPV) of the operation at a predetermined discount rate or a range of discount rates. The derived NPV, on which the return on investment can be calculated, is used as a proxy for the operation’s implicit value. This is often compared with the value or returns the market attributes to the operation, if it is a listed entity, or compared with other investment opportunities in order to optimize investment or development schedules.

In any cash flow determination, the impact of inflation on the final result cannot be overstated. One only has to consider the effect of taxation as applied to real taxable income as opposed to being levied against nominal taxable income. Converting the final cash flows to real money terms, the values derived from two similar cash flows will be quite different. The unredeemed capital balance will last longer in the real terms case, incorrectly enhancing the value of the same project. The real cash flow lines in Table X must be compared to recognize the impact of taxation on real and nominal cash flows.

As a result of the difficulty in obtaining agreement on appropriate inflation forecasts to use in the specific valuation of a project, valuers often exclude a forecast on inflation rates. This in itself may be construed as an inflation assumption, in that inflation is taken to be zero per cent per year. However, this reflects an ideal world, which is unrealistic.

The resulting ’classical’ NPV has several recognised deficiencies linked to the fact that the approach assumes a static approach to investment decision making, assumption into the future which cannot be verified with any confidence and limited mine life. However the NPV represents a fundamental approach to valuing a proposed or on-going mining operation and is widely used within the mining industry.

As example of the shortcomings of the DCF Method a conceptual cash flow was modeled and NPV estimated at 8% over different time periods with the following outcome over 100 years:

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110%
100%
90%
80%
70%
60%
50%
0 20 40 60 80 100
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Percent of maximum NPV from 10 to 100 years.

The estimated NPV reached a maximum value in 60 years and no amount of future income adds to this value.

Valuation of Resources by Comparable Transactions

When only a resource or defined body of mineralisation has been outlined and its economic viability has still to be established (i.e. there is no ore reserve) then a Comparable Transactions approach is usually applied, often stated as a percentage of metal value. This can be applied to Mineral Resource estimates and Exploration Targets in accordance with the JORC code with appropriate discounts for risk in the different Mineral Resource categories and operational factors to differentiate between deposits.

Agricola Mining Consultants prefers the comparable transactions approach where mineral resources have been estimated. The DCF method is inappropriate because there is no Pre Feasiblity or Feasibility Study available and no Ore Reserves has been (or can be) estimated under the JORC Code. The Geoscientific Factor method (potential for further discoveries) and Past Expenditure methods are appropriate for exploration ground that is not advanced enough to estimate mineral resources. The contemporaneous transactions over adjacent ground may be appropriate but the absence of such information the only viable method (in Agricola’s opinion) is to compare the sale of other deposits on a 'dollar per unit' basis for the mineral resource estimated in accordance with the JORC Code. Agricola is not aware of a method to cross check the valuation for the technical value (as apposed to the Market value) under these circumstances except by comparison with earlier valuations.

With metal projects the Comparable Transactions method requires allocating a dollar value to resource tonnes or ounces in the ground. The dollar value must take into account a number of aspects of the resources including:

The confidence in the resource estimation (the JORC Category)
The quality of the resource (grade and recovery characteristics)
Possible extensions of the resource in adjacent areas
Exploration potential for other mineralisation within the tenements
Presence and condition of a treatment plant within the project
Proximity of infrastructure, development and capital expenditure aspects

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This approach can be taken with metals or bulk commodities sold on the spot market and where current price can be estimated with appropriate adjustments for impurities if required. Value is estimated as a percentage of contained value by applying appropriate discounts for uncertainty relating to resource categorisation and operational issues (modifying factors) discount factors to the contained value. This is consistent with the JOC Code relating to contained values

JORC Code clause 51, page 24

The publication of in situ or ‘in ground’ financial valuations breaches the principles of the Code (as set out in Clause 4) as the use of these terms is not transparent and lacks material information. It is also contrary to the intent of Clause 28 of the Code. Such in situ or in ground financial valuations must not be reported by companies in relation to Exploration Results, Mineral Resources or deposit size.

The use of such financial valuations (usually quoted in dollars) has little or no relationship to economic viability, value or potential returns to investors.

These financial valuations can imply economic viability without the apparent consideration of the application of the Modifying Factors, (Clause 12 and Clauses 29 to 36), in particular, the mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors.

The contained value is modified for the JORC resource category on the basis the Measured Resources will command a higher price than Inferred Resources or Exploration targets. Different operational issues have been considered to do with the individual projects. This might include higher discounts for stranded iron ore deposits, underground versus open cut mining for gold and base metals, processing difficulty, high operating and capital costs transport issues and marketing.

There is a wide variety of things to consider but to bring this down to something manageable and this has been condensed this into a single table. These discounts or modifying factors can be combined with the spread of values from the gold sales database (the AAC) to give an indication of what a purchaser would be prepared to pay for a particular mineral asset.

Resource Category Discounts
Measured Resource	80%
Indicated Resource	70%
Inferred Resource	60%
Exploration Target	45%

An example of appropriate discounts for operational factors is included below but these must be considered on a case-by-case basis.

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Modifying Factors	Base Metals	Iron Ore	Coal	Gold	Rare Earths
Recovery	75%	75%	70%	95%	60%
Mining	75%	90%	75%	90%	100%
Processing	80%	70%	70%	95%	50%
Rail	80%	90%	70%	95%	75%
Port	80%	90%	50%	100%	90%
Capex	80%	70%	75%	90%	50%
Marketing	75%	80%	75%	100%	75%
Total Operating Discount	17%	21%	7%	69%	7%

Mergers and Acquisitions Activity

A recent review of Mergers and Acquisitions over the last eight years covering the mining boom, the GFC and the recovery phase of the Mining Market indicates the price paid for gold assets.

Merger and Acquisitions Activity (CAD)	Merger and Acquisitions Activity (CAD)	Merger and Acquisitions Activity (CAD)
	2006	2007	2008	2009	2010	2011	2012	2013	2014
Gold Price	$709	$778	$920	$1,154	$1,277	$1,590	$1,665	$1,488	$1,303
Producing Assets*	$74	$94	$115	$89	$207	$202	$200	$121	$120
Percent of Price	10.40%	12.10%	12.50%	7.70%	16.20%	12.70%	12.00%	8.10%	9.20%
Exploration Assets*	$54	$28	$31	$29	$71	$90	$47	$23	$17
Percent of Price	7.60%	3.60%	3.40%	2.50%	5.60%	5.70%	2.80%	1.50%	1.30%
*Estimated price paid per ounce of gold in the ground, updated December
31, 2014
Source: http://www.ibkcapital.com/capital-market-highlights/merger-acquisition-
activity/

The information is based on Canadian experience and closely replicates values reported in Australia and similar metal markets elsewhere. The ‘Apparent Acquisition Cost’ (“AAC”) for gold projects lies in the range of 1.5% to 7.6% of the gold price at the time. The data set does not differentiate between resource categories or variations in deposits type and individual assessment. It is implicit that this has been taken into account with risk related discounts. Information on sales internationally has shown a pattern for AAC. For the purpose of valuation the Average Acquisition Cost for the lower, preferred and higher value is selected at the 25[th] , 50[th] and 75[th] percentiles of the spread of values.

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AAC Percentiles 2006 - 2014 - Exploration Assets	AAC Percentiles 2006 - 2014 - Exploration Assets	AAC Percentiles 2006 - 2014 - Exploration Assets	AAC Percentiles 2006 - 2014 - Exploration Assets	AAC Percentiles 2006 - 2014 - Exploration Assets
Percentile	10%	25%	50%	75%	90%
AAC	1.50%	2.50%	3.40%	5.60%	6.10%
	AAC Percentiles 2006 - 2014 -		Producing Assets
Percentile	10%	25%	50%	75%	90%
AAC	8.00%	9.20%	12.00%	12.50%	13.40%

The AAC method percentiles are derived from Canadian Merger and Acquisitions activity in the gold industry. The original database provided $/ounce values for producing and non-producing asset sales for a period of years and Agricola has recalculated this as a percentage of metal value so it can be related to current metal prices in other metals. The quoted prices are based on enterprise value (EV - Market Capitalisation plus debt minus cash) so they cannot be directly compared to technical value. A “top-down” approach is often taken to determine technical vale (for example for stamp duty assessment) where company specific elements such as cash, debt, goodwill, database value etc ate deducted from the EV. Agricola prefers a “bottom-up” approach in this Report where discount factors for resource category and operating factors are assessed for each deposit.

This, of course, is a subjective decision and AAC percentiles are used in conjunction with the resource category discounts and operational factors to "normalise' the rates for gold acquisitions to other metals. In the absence of a useful database of project sales for other metals this is considered to be a reasonable proxy for sales in most metal projects (the combination of AAC, discounts and Operational factors). Mineral asset sales are related to the current mineral price (or contained value) which is provided by the M & A database over the period 2006 - 2013 through a period of boom and bust and the valuation method is realistic when adjusted by factors that relate specifically to the metal involved and more specifically to the individual deposits.

Sensitivity to Metal Price

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Valuation of mineral resources is estimated at a specific date as stated in the report and metal prices are estimated from current information available at that time. Metal markets may be quite volatile from time to time and it is appropriate to consider the effect of variations in metal price (which may change on a daily basis).

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The chart represent the Commodity Metal Price index over the last fifteen years and shows a marked decline in 2008/09 (GFC) and a similar decline in recent years.

There is an obvious need for reassessment of value if there is a significant change in metal/oxide prices.

Geoscience Factor Method

The Geoscience Factor method attempts to convert a series of scientific opinions about a subject property into a numeric evaluation system. The success of this method relies on the selection of multiplying factors that reflect the tenement's prospectivity.

Agricola Mining Consultants prefers the Geoscientific Factor method (potential for further discoveries) for exploration ground that is not advanced enough to estimate mineral resources. The contemporaneous transactions over adjacent ground may be appropriate but the absence of such information the only viable method (in Agricola’s opinion) is to compare the sale of other deposits on a 'dollar per unit' basis for the mineral resource estimated in accordance with the JORC Code. Agricola uses Past Expenditure and yardstick (Rule of Thumb) methods as an appropriate way of cross checking the reasonableness of the valuation.

The Geoscience Factor method is essentially a technique to define a value based on geological prospectivity. The method appraises a variety of mineral property characteristics:

location with respect to any off‐property mineral occurrence of value, or favourable geological, geochemical or geophysical anomalies;
location and nature of any mineralisation, geochemical, geological or geophysical anomaly within the property and the tenor (grade) of any mineralisation known to exist on the property being valued;
geophysical and/or geochemical targets and the number and relative position of anomalies on the property being valued;
geological patterns and models appropriate to the property being valued.

It is recognised that application of this method can be highly subjective, and that it relies almost exclusively on the geoscience ratings adopted by the valuer. As such, it is good practice for valuers using this method to provide sufficient discussion supporting their selection of the various multiplying factors to allow another suitably qualified geoscientist to assess the appropriateness of the factors selected.

The successful application of this method depends on the selection of appropriate multipliers that reflect the tenement prospectivity. Furthermore, there is the expectation that the outcome reflects the market’s perception of value, hence the application of the market factor. Agricola Mining Consultants prefers the Geoscience Factor approach because it endeavours to implement a system that is systematic and defendable. It also takes account of the key factors that can be reasonably considered to impact on the exploration potential. The keystone of the method is the BAC, which provides a standard base from which to commence a valuation. The acquisition and holding costs of

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a tenement for one year provides a reasonable, and importantly, consistent starting point. Presumably when a tenement is pegged for the first time by an explorer the tenement has been judged to be worth at least the acquisition and holding cost.

It may be argued that on occasions an EL may be converted to a ML expediently for strategic reasons rather than based on exploration success, and hence it is unreasonable to value such a ML starting at a relatively high BAC compared to that of an EL.

It has also been argued that the method is a valuation-by-numbers approach. In Agricola’s opinion, the strength of the method is that it reveals to the public, in the most open way possible, just how a tenement’s value was systematically determined. It is an approach that lays out the subjective judgements made by the valuer.

Area

The area of a tenement is usually stated in terms of square kilometres as a matter of convenience and cosistency. A graticular boundary (or block) system was introduced for exploration licences in mid 1991 in W.A. and a block is defined as one minute of latitude by one minute of longitude. The square kilometres contained within a block varies from place to place. For instance, at Kunnanurra (Latitude 15 deg. S) one block equals 3.31 square kilometres, at Mt Isa (Latitude 20 deg. S) one block equals 3.22 square kilometres. at Carnarvon or Bundaberg (Latitude 25 deg. S) one block equals 3.11 square kilometres and at Albany or Adelaide (Latitude 35 deg. S) one block equals 2.81 square kilometres.

Prospecting Licences and Mining Leases are granted in Hectares (100 hectares equals one square kilometre.

Basic Acquisition Cost

The Basic Acquisition Cost (“BAC”) is the important input to the Geoscience Factor Method and it is estimated by summing the annual rent, statutory expenditure for a period of 12 months and administration fees for a first stage exploration tenement such as an Exploration Licence(the first year holding cost).

The notes are general in nature and references to Western Australia are an example of exploration expenditures. they are appropriate for other states and other countries based on Agricola’s experience in many areas of Australia and elsewhere.

The current holding cost for exploration projects is considered to be the average expenditure for the first year of the licence tenure. Exploration Licences in Western Australia, for example, attract a minimum annual expenditure for the first three years of $300 per square kilometre per year with a minimum of $20,000 and annual rent of $46.80. A 15% administration fee is taken into account to imply a holding cost of $400 per square kilometre. A similar approach based on expenditure commitments could be taken for Prospecting Licences and Mining Leases (effective 1 July 2014). The Benchmark minimum expenditure for Exploration Licences in the Northern Territory is $10,000 plus $150 per block.

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The BAC was originally based on calculations of exploration expenditures and other costs for Western Australia. Agricola’s experience has confirmed this range to be appropriate for other parts of the world where exploration or valuations have been carried out.

Many overseas jurisdictions do not specify a minimum expenditure commitment but require that sufficient work be completed in the first year to allow granting of the tenement into the second year. This usually requires preparation of a report with results of exploration carried out. For example with a grass roots portfolio 500 square kilometres in the first year the expenditure (BAC) would be $200,000 to $225,000 which is appropriate for early work of desktop studies, field visits rock chip sampling and general research. Agricola believes an Australian company would consider this reasonable for the first phase of work in any country.

A company may well choose to spend more than that and budgets of $0.5 to $1.0 million are not uncommon but these budgets are usually based on significant previous encouragement such as scout drilling, aeromagnetic targets etc. The BAC is designed for grass roots projects where no earlier work is available and only regional selection information is available.

Where the Company in earlier work programs has received encouragement from earlier work then that aspect is addressed in the geofactors, which tend to upgrade the BAC based on earlier results and perceived prospectivity.

In Western Australia (from February 2006), an application for a Mining Lease required either a mining proposal or a statement describing when mining is likely to commence; the most likely method of mining; and the location, and the area, of land that is likely to be required for the operation of plant, machinery and equipment and for other activities associated with those mining operations. A mineralisation report is also required that has been prepared by a qualified person.

The mineralisation report must be completed by a qualified person and shall contain information of sufficient standard and detail to substantiate, to the satisfaction of the Director Geological Survey, that significant mineralisation exists within the ground applied for. A ‘qualified person’ means a person who is a member of the Australasian Institute of Mining and Metallurgy (AusIMM) or the Australian Institute of Geoscientists (AIG). Significant mineralisation means a deposit of minerals located during exploration activities and that there is a reasonable expectation that those minerals will be extracted by mining operations.

The implication of the mineralisation report suggests that Mining leases should be valued on the body of significant mineralisation (usually a Mineral Resource estimated in accordance with the JORC Code) and not on the basis of prospectivity. The preferred method for valuing resources is by comparable transactions (Market Based).

The Mineral Resources are assumed to encapsulate all the value for the tenements or prospects on which they occur and the exploration results considered for the estimate. A separate value for exploration potential for this tenement is not considered warranted.

It is recognised that further exploration potential may exist within the tenement boundaries but when a mineral resource has already been estimated in accordance with the JORC Code a hypothetical willing but not too anxious purchaser would be unlikely to consider additional value for

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surrounding untested ground. The possibility of undrilled extensions to mineral resources may be considered in the market factor assessment.

Mining Leases granted prior to 2006 and Prospecting Licences may not have a mineralisation report available and may cover old workings or simply an expedient or strategic method of securing ground at the expiry of an Exploration Licence rather than based on exploration success. While these Licences carry all the obligations set out in the Mining Act, from a valuation point of view they are equivalent to Exploration Licences and it is unreasonable to value such these MLs (or PLs) starting at a relatively high holding cost compared to that of an EL where only exploration results are available. These tenements should be considered on the basis of a BAC of $400 to $450 . To value these areas at the higher levels may not be considered to be reasonable under the VALMIN Code.

Tenement Status

Uncertainty may exist where a tenement is in the application stage. Competing applications may be present where a ballot is required to determine the successful applicant or Native Title issues and negotiations may add to the risk of timely grant. Other issues may also be present such as state parks or forestry and wildlife reserves, competing land use and compensation agreements. There is an inherent risk that the tenement may not be granted and this needs to be recognised in the base value assessment. A ‘grant factor’ of zero may be applied where there is no realistic chance of approval (e.g. sacred sites) and where no significant impediments are known the factor may increase to about 60% to reflect delays and compliance with regulations.

Equity

The equity a Company may hold in a tenement through joint venture arrangements or royalty commitments may be addressed in assessing base Value but it is often considered at the end of a valuations report.

Geoscience Factors

The multipliers or ratings and the criteria for rating selection across these four factors are summarised in the following table.

The selection of factors from the table must be tempered with an eye to the reasonableness of the outcome and an awareness of the inherent exploration risks in achieving progress to the next level. Some exploration licences are overly large and may cover several domains of prospective (or entirely unprospective) ground and this should be recognised in the Geology Factor. A conservative approach is considered mandatory.

Estimate of project value is carried out on a tenement-by-tenement basis and uses four calculations as shown below. The value estimate is shown as a range with a preferred value.

Base Value = [Area][Grant Factor][Equity]*[Base Acquisition Cost]

Prospectivity Index = [Off Site Factor][On Site Factor][Anomaly Factor]*[Geology Factor]

Technical Value = [Base Value]*[Prospectivity Index]

Market Value = [Technical Value]*[Market Premium/Discount Factor]

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GEO-FACTOR RATING CRITERIA -GUIDELINES	GEO-FACTOR RATING CRITERIA -GUIDELINES	GEO-FACTOR RATING CRITERIA -GUIDELINES	GEO-FACTOR RATING CRITERIA -GUIDELINES

	Rating	Address - Off Property	Mineralisation - On Property	Anomalies	Geology
Low	0.5	Very little chance of mineralisation, Concept unsuitable to environment	Very little chance of mineralisation, Concept unsuitable to environment	Extensive previous exploration with poor results - no encouragement	Unfavourable lithology over >75% of the tenement
	0.75				Unfavourable lithology over >50% of the tenement
Average	1	Indications of Prospectivity, Concept validated	Indications of Prospectivity, Concept validated	Extensive previous exploration with encouraging results - regional targets	Deep alluvium Covered favourable geology (40- 50%)
	1.5	RAB Drilling with some scattered results	Exploratory sampling with encouragement, Concept validated	Several early stage targets outlined from geochemistry and geophysics	Shallow alluvium Covered favourable geology (50- 60%)
	2	Significant RC drilling leading to advance project status	RAB &/or RC Drilling with encouraging intercepts reported	Several well defined surface targets with some RAB drilling	Exposed favourable lithology (60- 70%)
	2.5	Grid drilling with encouraging results on adjacent sections	Diamond Drilling after RC with encouragement	Several well defined surface targets with encouraging drillingresults	Strongly favourable lithology (70- 80%)
High	3	Resource areas identified	Advanced Resource definition drilling - early stage	Several significant subeconomic targets - no indication of volume	Highly prospective geology (80 - 100%)
	3.5	Along strike or adjacent to known mineralisation at Pre-Feasibility Stage	Resource areas identified	Subeconomic targets of possible significant volume - early stage drilling

Prospectivity Enhancement Multiplier (“PEM”)

Various valuation methods exist which make reference to historical exploration expenditure. One such method is based on a 'multiple of historical exploration expenditure'. Successful application of this method relies on the valuer assessing the extent to which past exploration expenditure is likely to lead to a target resource being discovered, as well as working out the appropriate multiple to apply to such expenditure.

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Another such method is the 'appraised value method'. When adopting this approach, the valuer should only account for meaningful past exploration expenditure plus warranted future expenditures. Warranted future expenditures reflect a reasonable and justifiable exploration budget to test the identified potential of the target.

PEM Factors Used in this valuation method

PEM Range	Criteria
0.2 – 0.5	Exploration (past and present) has downgraded the tenement prospectivity, no mineralisation identified
0.5 – 1.0	Exploration potential has been maintained (rather than enhanced) by past and present activityfrom regional mapping
1.0 – 1.3	Exploration has maintained, or slightly enhanced (but not downgraded) the prospectivity
1.3 – 1.5	Exploration has considerably increased the prospectivity (geological mapping, geochemical orgeophysical)
1.5 – 2.0	Scout Drilling has identified interesting intersections of mineralisation
2.0 – 2.5	Detailed Drilling has defined targets with potential economic interest.
2.5 – 3.0	A resource has been defined at Inferred Resource Status, no feasibility study has been completed
3.0 – 4.0	Indicated Resources have been identified that are likely to form the basis of a prefeasibilitystudy
4.0 – 5.0	Indicated and Measured Resources have been identified and economic parameters are available for assessment.

When historical expenditure approaches are adopted, it is good practice for valuers to provide full

transparency in relation to all historical exploration expenditure on the subject property, details of those expenditures selected for use in the method (including details in relation to warranted future expenditures), and justification for any multiples applied.

Past expenditure on a tenement and/or future committed exploration expenditure can establish a base value from which the effectiveness of exploration can be assessed. Where exploration has produced documented results, a PEM can be derived which takes into account the valuer’s judgment of the prospectivity of the tenement and the value of the database.

Future committed exploration expenditure is discounted to 60% by some valuers to reflect the uncertainty of results and the possible variations in exploration programmes caused by future undefined events. Expenditure estimates for tenements under application are often discounted to 60% of the estimated value by some valuers to reflect uncertainty in the future granting of the tenement. The PEM Factors are defined in the table.

Yardstick (Rule of Thumb) Method

A Rule-of-Thumb method sometimes used for valuing Mineral Assets without identified Resources is based upon conversion of comparable sales data to a unit area (per km[2] or per ha). It is probably the most difficult comparative tool to justify. This Method has found greater acceptance in North America, where tenement sizes appear to be smaller and where there are many more transactions

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forming a deep and liquid market than elsewhere. In addition, dealing in tenements is not discouraged by the mining legislation, especially in the US with its historic focus on property rights. It is used in Canada and Australia, though to a much lesser extent.

In Australia, many State jurisdictions grant large exploration tenements (say 300km2 maximum) on a graticular block system. This means a tenement is usually larger than geometrically necessary to cover the specific geologically prospective terrane. Also, most jurisdictions here require periodic significant reductions in the tenement’s size, so it is common to apply for more area than is actually needed to provide for this obligatory reduction. The sale of exploration tenements to third parties is discouraged (although sales, particularly if interests, certainly occur) because the basis of grant is that the applicants will carry out the granted tenement’s exploration obligations themselves. The State sees itself as the centralised, timely distributor of exploration rights, not the free market.

That said, some valuers still attempt to use this Rule-of-Thumb (based upon area) in Australia with an emphasis on market value. A review of technical value (which is not influenced by market conditions) of exploration areas carried out by Agricola over the last few years suggests that ground without resources can be categorized as a matter of convenience into four groups:

Advanced exploration areas located in a well mineralised area near existing mineral deposits with significant potential attract values well above $2000 per square kilometre
Exploration areas along strike or structurally related to estimated mineral resources. Such areas attract values in the range $1200 to $2000 per square kilometre.
Exploration areas in known mineral fields. Such areas attract values in the range of $700 to $1300 per square kilometre.
Exploration areas in green fields or early exploration domains remote from mineral resources. Such areas attract values in the range of $400 to $800 per square kilometre.

Adjustments to the Technical Value – Market Value

Mineral Assets are often bought and sold at a price that is different than their technical value or stand-alone value. To the extent that it exists, the amount of the transacted value differs from the technical value is often described as the 'acquisition premium or discount'.

The concept of market value implies the construction of a hypothetical transaction between willing, knowledgeable, but not anxious buyers and sellers. Therefore, when assessing the market value of resource projects, it is likely that valuers will consider whether it is appropriate to make an adjustment to the technical value of the project to reflect any observed 'acquisition premium or discount', or other adjustments. Such adjustments can either be implicit or explicit in the valuation method chosen. However, care should be taken not to treat as acquisition premium or discount something that is properly part of technical value, such as where assumed forward values for commodity prices are reflected in the technical value.

Particularly when valuing early stage exploration and development projects the technical value may be assessed for a project with reference to parameters that may be above or below those present in the financial markets as at the valuation date. Consequently, when applying these exploration valuation methods, it may be appropriate to reflect a series of high level adjustments to the

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technical value to account for differences in market conditions relative to those embedded within the method itself.

However, other valuation methods (particularly the DCF valuation method) are able to explicitly reflect a series of parameters that may apply to future financial market expectations. This is particularly the case if valuers adopt commodity price, exchange rate, inflation rate, and discount rate parameters, which are forecast with reasonable confidence, and resource to reserve conversion, cost structure and capital expenditure parameters which are consistent with the expectations in the market. Doing so will limit the need to make further adjustments to the resulting stand alone value to account for such factors as 'market considerations'.

To the extent that valuers choose to apply further adjustments to their assessed stand alone value, it is good practice to clearly identify how they have applied the adjustments are applied, and the rationale for doing so.

The acquisition may include many commercial aspects, which do not directly relate to the mineral asset and may not be the same for another independent purchaser

Boom and Bust Markets

Investment in the mining sector is cyclical, and sector valuation fluctuations between boom and bust are evident over time in share prices and index prices for miners. Mining is a capital intensive business, so the cycle is driven by liquidity – the availability of investment funding. Liquidity is the

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product of sentiment, which swings between greed and fear. While the shape of historic cycles reflected in share prices of miners differs from cycle to cycle, indicators of liquidity follow a similar pattern of evolution through each cycle.

Most recently, the mining sector has experienced a bust that produced sustained share price declines across most of the sector, starting in mid-2011. All busts end, and since mid-2013 there has been strengthening signals that a change in sentiment towards miners is underway.

In 2011, 2012 and most of 2013, miners fell whilst the rest of the equity market was positive. 2014 saw stabilisation in miners’ equity performance and in 2015 miners have remained weak, but for the first time this has been against a falling broader market. The correlation between miners and the rest of the market for Australia’s ASX200 index (ie Resources vs Industrials) was negative during calendar years 2011-14. Year to date in 2015 the correlation is strongly positive (r2 = 0.72), signifying that miners are no longer ‘falling out of bed’. Combined with signals from liquidity indicators, there is a very strong sense that the sentiment of a bust is now passed. Although it is too early yet to call the next boom, this shift in sentiment strongly suggests the mining sector is now passing through the base of the cycle.

GLOSSARY OF TERMS

‘Minerals Industry’ (also Extractive Industry) – Defined as encompassing those engaged in exploring for, extracting, processing and marketing ‘Minerals’ .
‘Price’ – The amount paid for a good or service and it is a historical fact. It has no real relationship with ‘Value’, because of the financial motives, capabilities or special interests of the purchaser; and the state of the market at the time.
Personal Property – Covers all items other than ‘Real Estate’ and may be tangible (like a chattel or goods) or intangible (like a patent or debt). It has a moveable character.
‘Real Property’ – A non-physical, legal concept and it includes all the rights, interests and benefits related to the ownership of ‘Real Estate’ and normally recorded in a formal document (eg, deed or lease). The rights are to sell, lease, enter, bequeath, gift, etc. There may be absolute single or partial ownership (subject to limitations imposed by Government, like taxation, planning powers, appropriation, etc). These rights may be affected by restrictive covenants or easements affecting title; or by security or financial interests, say conveyed by mortgages.
‘Real Estate’ – A physical concept, including land and all things that are a natural part of the land (eg, trees and Minerals). In addition it includes all things effectively permanently attached by people (eg, buildings, site improvements, and permanent physical attachments, like cooling systems and lifts) on, above or below the ground.

VALUATION AND VALUE

‘Value’ (also Valuation which is the result of determining ‘Value’) - The estimated likely future ‘Price’ of a good or service at a specific time, but it depends upon the particular qualified type of value (eg ‘Market Value’, ‘Salvage Value’, ‘Scrap Value’, ‘Special Value’, etc). There is also a particular value for tax and rating, or insurance purposes.
‘Market Value’ (IVS Definition) – The result of an objective Valuation of specific identified ownership rights to a specific asset as at a given date. It is the value in exchange not ‘Value-in-Use’ set by the market place. It is the “estimated amount for which a property should exchanged on the date of

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valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had acted knowledgeably, prudently, and without compulsion” .

‘Fair Value’ (IVS definition) – An accountancy term used for values envisaged to be derived under any and all conditions, not just those prevailing in an open market for the normal orderly disposal of assets. Being a transaction price it reflects both existing and alternative uses, too. It is also a legal term for values involved in dispute settlements which may not also meet the strict ‘Market Value’ definition. Commonly, it reflects the service potential of an asset ie, value derived by DCF/NPV analysis, not merely the result of comparable sales analysis. It is still the “amount for which an asset could be exchanged, or a liability settled, between knowledgeable willing parties in an arm’s length transaction” .
‘Highest-and-Best-Use’ – for physical property, it is the reasonably probable and legal use of property, which is physically possible, appropriately supported and financially feasible, that results in the highest value. In the case of personal property, it is the same with the additional qualification that the highest value must be in the appropriate market place, consistent with the purpose of the appraisal. It may be, in volatile markets, the holding for a future use.
‘Value-in-Use’ – in contrast to ‘ Highest-and-Best-Use ’, it is the specific value of a specific tangible asset that has a specific use to a specific user. It is not market-related. The focus is on the value that a specific property contributes to the enterprise of which it is a part (being part of a ‘Going Concern Valuation’ ). It measures the contributory value of a specified asset(s) used within that specific enterprise, although it is not the ‘Market Value' for that individual asset. It is the Valueto-the-Owner/Entity/Business in accountancy terms and may be the lower of net current replacement cost and its recoverable amount. It is also the net present value of the expected future net cash flows from the continued use of that asset, plus its disposal value at the end of its useful life ( ‘Scrap Value’ ). At the ‘Valuation Date’ , there must be recognition of its existing use by a particular user. This is in contrast to the alternative reasonable use to which an asset might be put by unspecified owner(s).
‘Going Concern Value’ – A business valuation concept rather than one relating to individual property valuation. It is the value of an operating business/enterprise (ie one that is expected to continue operating) as a whole and it includes goodwill, special rights, unique patents or licences, special reserves, etc. Apportionment of this total value may be made to constituent parts, but none of these components constitute a basis for ‘Market Value’ .
‘Forced Sale Value’ (Liquidated Value) – The amount reasonably expected to be received from the sale of an asset within a short time frame for completion that is too short to meet the ‘Market Value’ definition. This definition requires a reasonable marketing time, having taken into account the asset’s nature, location and the state of the market). Usually it also involves an unwilling seller and buyers who have knowledge to the disadvantage of the seller.
'Market Capitalization' - The total dollar market value of all of a company's outstanding shares. Market capitalization is calculated by multiplying a company's shares outstanding by the current market price of one share. The investment community uses this figure to determine a company's size, as opposed to sales or total asset figures. Frequently referred to as "market Cap" or MCap
'Enterprise Value - EV' - A measure of a company's value, often used as an alternative to straightforward market capitalization. Enterprise value is calculated as market cap plus debt, minority interest and preferred shares, minus total cash and cash equivalents. In the event of a buyout, an acquirer would have to take on the company's debt, but would pocket its cash. EV differs significantly from simple market capitalization in several ways, and many consider it to be a more accurate representation of a firm's value.
‘Market Premium’ - A control premium is an amount that a buyer is usually willing to pay over the current market price of a publicly traded company in order to acquire a controlling share in that

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company. The reason the buyer of a controlling interest is willing to offer a premium over the price currently established by other market participants is the additional prerogatives of control, including electing the company directors, firing and hiring key employees, declaring and distributing dividends, divesting or acquiring additional business assets, and entering into merger and acquisition transactions. The opposite of control premium is the minority discount.

‘ Investment Value’ (Worth) – this is the value of a specific asset to a specific investor(s) for identified investment objectives or criteria. It may be higher or lower than ‘Market Value’ and is associated with ‘Special Value’.
‘ Property-with-Trading-Potential‘ – refers to the valuation of specialised property (eg, hotel, petrol station, restaurant, etc) that is sold on an operating or going concern basis. It recognises that assets other than land and buildings are to be included in the ‘Market Value’ and it is often difficult to separate the component values for land and property.
‘Special Value’ – An extraordinary premium over and above the ‘Market Value’, related to the specific circumstances that a particular prospective owner or user of the property attributes to the asset. It may be a physical, functional or economic aspect or interest that attracts this premium. It is associated with elements of ‘Going Concern Value’ or ‘Investment Value’ since it also represents synergistic benefits. In a strict sense it could apply to very specialised or special purpose assets which are rarely sold on the open market, except as part of a business, because their utility is restricted to particular users. In some circumstances, it may be the lower value given by ‘Value –in–Use’.
‘Salvage Value’ – The expected value of an asset at the end of its economic life (ie, being valued for salvage disposal purposes rather than for its originally intended purpose). Hence, it is the value of property, excluding land, as if disposed of for the materials it contains, rather than for its continued use, without special repairs or adaptation.
‘Scrap Value’ (Residual Value) – The remaining value (usually a net value after disposal costs) of a wasting asset at the end of a prescribed or predictable period of time (usually the end of its effective life) that was ascertained upon acquisition.
‘Valuation Date’ - Means the reference date to which a Valuation applies. Depending on the circumstances, it could be different to the date of completion or signing of the Valuation Report or the cut-off date of the available data (VALMIN Code,).
‘Valuer’ (also Valuer [Canada] or Appraiser [USA]) – Either the ‘Expert’ or ‘Specialist’ (Qualified Person in Canada) who is the natural person responsible for the Valuation to determine the ‘Fair Market Value’ after consideration of the technical assessment of the ‘Mineral Asset’ and other relevant issues. They must have demonstrable ‘Competence’ (and ‘Independence’, when required).

JORC CODE

‘Competent Person - A ‘Competent Person’ is a minerals industry professional who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy, or of the Australian Institute of Geoscientists, or of a ‘Recognised Professional Organisation’ (RPO), as included in a list available on the JORC and ASX websites. These organisations have enforceable disciplinary processes including the powers to suspend or expel a member. A Competent Person must have a minimum of five years relevant experience in the style of mineralisation or type of deposit under consideration and in the activity which that person is undertaking. If the Competent Person is preparing documentation on Exploration Results, the relevant experience must be in exploration. If the Competent Person is estimating, or supervising the estimation of Mineral Resources, the relevant experience must be in the estimation, assessment and evaluation of Mineral Resources. If the Competent Person is estimating, or supervising the estimation of Ore Reserves, the relevant

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experience must be in the estimation, assessment, evaluation and economic extraction of Ore Reserves. ( JORC 2012 )

‘Independent/Independence’ – Means that the person(s) making the Valuation have no ‘ Material’ pecuniary or beneficial (present or contingent) interest in any of the ‘Mineral Assets’ being assessed or valued, other than professional fees and reimbursement of disbursements paid in connection with the assessment or Valuation concerned; or any association with the commissioning entity, or with the owners or promoters (or parties associated with them) likely to create an apprehension of bias. Hence, they must have no beneficial interest in the outcome of the transaction or purpose of the technical assessment/Valuation of the ‘Mineral Asset’ (VALMIN Code). ASIC RG112, which deals with the Independence of Expert Reports, provides more detail on this concept. ( JORC 2012 )
‘Exploration results’ - Exploration Results include data and information generated by mineral exploration programmes that might be of use to investors but which do not form part of a declaration of Mineral Resources or Ore Reserves. The reporting of such information is common in the early stages of exploration when the quantity of data available is generally not sufficient to allow any reasonable estimates of Mineral Resources. Examples of Exploration Results include results of outcrop sampling, assays of drill hole intersections, geochemical results and geophysical survey results. (JORC 2012)
‘Exploration Target’ - An Exploration Target is 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. Any such information relating to an Exploration Target must be expressed so that it cannot be misrepresented or misconstrued as an estimate of a Mineral Resource or Ore Reserve. The terms Resource or Reserve must not be used in this context. ( JORC 2012 )
‘Inferred Mineral Resource’ - An ‘Inferred Mineral Resource’ is that part of a Mineral Resource for which quantity and grade (or quality) are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade (or quality) continuity. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to an Ore Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration . ( JORC 2012 )
‘Indicated Mineral Resource’ - An ‘Indicated Mineral Resource’ is that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately 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 assume geological and grade (or quality) continuity between points of observation where data and samples are gathered. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Ore Reserve. ( JORC 2012 )
‘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

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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 are gathered. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proved Ore Reserve or under certain circumstances to a Probable Ore Reserve. ( JORC 2012 )

‘Modifying Factors’ - are considerations used to convert Mineral Resources to Ore Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors . ( JORC 2012 )
‘Scoping Study’ - A Scoping Study is an order of magnitude technical and economic study of the potential viability of Mineral Resources. It includes appropriate assessments of realistically assumed Modifying Factors together with any other relevant operational factors that are necessary to demonstrate at the time of reporting that progress to a Pre-Feasibility Study can be reasonably justified. A Scoping Study must not be used as the basis for estimation of Ore Reserves. ( JORC 2012 )
‘Pre Feasibility Study’ - A Preliminary Feasibility Study (Pre-Feasibility Study) is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the Modifying Factors and the evaluation of any other relevant factors which are sufficient for a Competent Person, acting reasonably, to determine if all or part of the Mineral Resources may be converted to an Ore Reserve at the time of reporting. A Pre- Feasibility Study is at a lower confidence level than a Feasibility Study. ( JORC 2012 )
‘Feasibility Study’ - A Feasibility Study is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable Modifying Factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate at the time of reporting that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a Pre- Feasibility Study. ( JORC 2012 )

VALMIN CODE

‘Mineral(s)’ – Any naturally occurring material found in or on the Earth’s crust, that is useful to and/or has a value placed on it by mankind. The term specifically includes coal, shale and materials used in building and construction, but excludes crude oil and natural gas ( VALMIN Code ).
‘Mineral Asset(s) ’ (Resource Assets or Mineral Properties) - All property including, but not limited to ‘Real Property’, intellectual property, mining and exploration tenements held or acquired in connection with the exploration, the development of and the production from those tenements; together with all plant, equipment and infrastructure owned or acquired for the development, extraction and processing of Minerals in connection with those tenements. Most can be classified as ‘Exploration Areas’, ‘Advanced Exploration Areas’, ‘Pre-Development Projects’, ‘Development Projects’ or ‘Operating Mines’ (VALMIN Code).
‘ Operating Mines’ – Mineral Properties, particularly mines and processing plants, which have been fully commissioned and are in production (VALMIN Code).
‘ Development Projects’ – Mineral Properties which have been committed to production, but which are not yet commissioned or not operating at design levels (VALMIN Code).

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‘Advanced Exploration Areas’ and ‘Pre-development Projects’ – Mineral Properties where Mineral Resources have been identified and their extent estimated (possibly incompletely) but where a positive development decision has not been made. Mineral Properties at the early assessment stage, those for which a development decision has been negative, those on care and maintenance and those held on retention titles are all included in this category if Mineral Resources have been identified. This is even if no further valuation or technical assessment work, delineation or advanced exploration is being undertaken (VALMIN Code).
‘ Exploration Areas’ – Mineral Properties where mineralisation may or may not have been identified, but where a Mineral Resource has not been identified (VALMIN Code).
‘ Fair Market Value’ (Market Value or Value) – The object and result of the Valuation. It is the estimated amount of money (or the cash equivalent of some other consideration) for which the ‘Mineral Asset’ should change hands on the ‘Valuation Date’. It must be between a willing buyer and a willing seller in an ‘arm’s length’ transaction in which each party has acted knowledgeably, prudently and without compulsion. It is usually comprised of two components, the underlying or ‘Technical Value’ and a premium or discount, relating to market, strategic or other considerations (VALMIN Code,).
‘Technical Value’ – An assessment of a ‘Mineral Asset’s’ future net economic benefit at the ‘Valuation Date’ under a set of assumptions deemed most appropriate by the ‘Valuer’ , excluding any premium or discount to account for market, strategic or other considerations ( VALMIN Code ,).
‘Expert’ – Means a ‘Competent’ ( and ‘Independent’, where relevant) natural person who prepares and has overall responsibility for the Valuation Report. He/she must have at least 10 years of relevant ‘ Minerals Industry’ experience, using a relevant ‘Specialist’ for specific tasks in which he/she is not ‘Competent’ . An ‘Expert’ must be a corporate member of an appropriate, recognised professional association having an enforceable Code of Ethics, or explain why not ( VALMIN Code ).
‘Specialist’ – Means a ‘Competent’ ( and ‘Independent’, where relevant) natural person who is retained by the ‘Expert’ to provide subsidiary reports (or sections of the Valuation Report) on matters on which the ‘Expert’ is not personally expert. He/she must have at least 5 years of suitable and preferably recent ‘ Minerals Industry’ experience relevant to the subject matter on which he/she contributes. A ‘Specialist’ must be corporate member of appropriate, recognised professional association having an enforceable Code of Ethics, or explain why not ( VALMIN Code ).
‘Material/Materiality’ - with respect to the contents and conclusions of a relevant Report, it means data and information of such importance that the inclusion or omission of the data or information concerned might result in a reader of the Report reaching a different conclusion than might otherwise be the case. ‘Material’ data (or information) is that which would reasonably be required in order to make an informed assessment of the subject of the Report. The Australian Society of Accountants’ Standard AAS5 indicates that ‘Material’ data (or information) is such that the omission or inclusion of it could lead to changes in total value of greater than 10% (between 5% and 10% it is discretionary). Also the Supreme Court of New South Wales has stated that something is ‘Material’ if it is significant in formulating a decision about whether or not to make an investment or accept an offer ( VALMIN Code ).
‘Transparent/Transparency’ - as applied to a valuation it means, as in the Concise Oxford Dictionary, “ easily seen through, of motive, quality, etc”. It applies to the factual information used, the assumptions made and the methodologies applied, all of which must be made plain in the Report ( VALMIN Code ).
‘Competence’ – it means having relevant expertise, qualifications and experience (technical or commercial), as well as, by implication, the professional reputation so as to give authority to statements made in relation to particular matters. ( VALMIN Code ).

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VALUATION REFERENCES

ASIC, 2011, “Regulatory Guideline 111 – Content of Expert’s Reports”, March 2011

ASIC, 2011, “Regulatory Guideline 112 – Independence of Experts”, March 2011

AusIMM, (2012), “Australasian Code for Reporting of Mineral Resources and Ore Reserves (JORC Code), prepared by the Joint Ore Reserves Committee (JORC) of the AusIMM, the Australian Institute of Geoscientists (AIG) and the Minerals Council of Australia (MCA)”, (The JORC Code) effective December 2013.

AusIMM. (2005), “Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the VALMIN Code)” 2005 Edition.

VALMIN, 2015. “Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets” (The VALMIN Code) [online]. Available from: http://www.valmin.org (The VALMIN Committee of the Australasian Institute of Mining and Metallurgy and Australian Institute of Geoscientists).

AusIMM, (1998), “Valmin 94 – Mineral Valuation Methodologies”.

Australian Taxation Office, 2014, “MRRT Starting Base – Valuations”

Barnett, D W and Sorentino, C, 1994. Discounted cash flow methods and the capital asset pricing model, in Proceedings Mineral Valuation Methodologies 1994 (VALMIN ‘94) pp 17‐35 (The Australasian Institute of Mining and Metallurgy: Melbourne).

Baurens, S., 2010, “Valuation of Metals and Mining Companies” Basinvest, 7 Nov 2010

CANADIAN INSTITUTE OF MINING, METALLURGY AND PETROLEUM, (2014), “CIM Standards on Mineral Resources and Reserves-Definitions and Guidelines”. Prepared by the CIM Standing Committee On Reserve Definitions. Adopted by CIM Council August 20, 2000.

CIM, (2003) – “Standards and Guidelines for Valuation of Mineral Properties. Final Version, February 2003” Special Committee of the Canadian Institute of Mining, Metallurgy and Petroleum on Valuation of Mineral Properties (CIMVAL).

Edmonds, J, 2013, “Resource Capital Fund III LP v Commissioner of Taxation [2013] FCA 363, Federal Court of Australia, 26 April 2013

Goulevitch J and Eupene G S; 1994; Geoscience rating for valuation of exploration properties – applicability of the Kilburn Method in Australia and examples of its use; Proceedings of VALMIN 94; pages 175 to 189; The Australasian Institute of Mining and Metallurgy, Carlton, Australia.

Kilburn, LC, 1990, “Valuation of Mineral Properties which do not contain Exploitable Reserves” CIM Bulletin, August 1990.

Jessup, A. 2013, “Application of Stamp Duty to Mineral and Petroleum Transactions” AMPLA Limited ThirtySeventh National Conference, Piper Alderman, October 2013

Lilford, E & Minnitt, R, 2002, “Methodologies in the Valuation of Mineral Rights” Journal SAIMM October 2002

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Lilford, E & Minnitt, R, 2005, “A Comparative Study of Valuation Methodologies for Mineral Developments” Journal SAIMM January 2005

Lord, D. 2014, “How Right is your Valuation?”, SRK Consulting, AusIMM June 2014

Rudenno, V., (1998), “The Mining Valuation Handbook”.

Rudenno, V., (2009), “The Mining Valuation Handbook” 3[rd] Edition.

Rudenno, V., (2012), “The Mining Valuation Handbook” 4[th] Edition.

Sorentino, C, 2000, “Valuation Methodology for VALMIN”, MICA, The Codes Forum

Spencer v. Commonwealth 5 CLR 418, 1907

Wellmer, F., 1989, “Economic Evaluations in Exploration”, Springer.

Widdup, H. 2015, “Mining Cycles and the and of the Bust” AusIMM Bulletin, December 2015

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AI assistant

IONEER LTD — Proxy Solicitation & Information Statement 2016

65129_rns_2016-07-18_2085b8d8-4090-4762-bc25-268576167b3f.pdf

GLOBAL GEOSCIENCE LIMITED

NOTICE OF GENERAL MEETING

GLOBAL GEOSCIENCE LIMITED

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Approval to issue Second Payment Shares

Voting Exclusion

2. Resolution 2 – Approval to divest Peruvian Assets

Voting Exclusion

Expert’s Report

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 Proxies

3. Resolution 1 – Approval to issue Second Payment Shares

3.1 Background

3.2 Project Location

3.3 Project Description

3.4 Future Work Program

3.5 Terms of the Acquisition

3.6 Approval to issue Second Payment Shares

3.7 Information required by Listing Rule 7.3

4. Resolution 2 – Approval to divest Peruvian Assets

4.1 Background

4.2 Independent Expert's Report

4.3 Shareholder approval of the Disposal

4.4

Listing Rule 10.1

Substantial asset

Independent Expert's Report

4.5 If Peruvian Assets are divested

4.6 If Peruvian Assets are not divested

4.7 Other Material Information

5. Definitions

GLOBAL GEOSCIENCE LIMITED

ACN 098 564 606

P R O X Y F O R M

Step 1 – Appoint a Proxy to Vote on Your Behalf

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the Meeting.

Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The Chairman of the Meeting intends to vote undirected proxies in favour of each Resolution.

Proxy Notes:

Annexure A – Independent Expert's Report

Financial Services Guide

Financial Services Guide

Information about us

Financial services we are licensed to provide

General Financial Product Advice

Fees, commissions and other benefits that we may receive

Remuneration or other benefits received by our employees

Referrals

Complaints resolution

Referral to External Dispute Resolution Scheme

Contact details

TABLE OF CONTENTS

INDEPENDENT EXPERT’S REPORT

1. Introduction

Collectively referred to as ‘ Acquisition Subsidiaries’.

2. Summary and Opinion

2.1 Purpose of the report

2.2 Approach

2.3 Opinion

2.4 Fairness

2.5 Reasonableness

3. Scope of the Report

3.1 Purpose of the Report

3.2 Regulatory guidance

3.3 Adopted basis of evaluation

3.4 APES 225 Compliance

4. Outline of the Proposed Transaction

4.1 Outline of the Proposed Transaction

4.2 Terms of the Proposed Transaction

4.3 Conditions Precedent

5. Profile of Global Geoscience Limited

5.1 History

5.2 Projects

IONEER LTD Proxy Solicitation & Information Statement 2016