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KILLI RESOURCES LIMITED

ACN 647 322 790

PROSPECTUS

This Prospectus has been issued to provide information on the offer of 30,000,000 Shares to be issued at a price of $0.20 per Share to raise $6,000,000 (before costs) ( Capital Raising Offer ).

This Prospectus also incorporates a secondary offer of 3,500,000 Options to the Lead Manager and Grange Consulting (or its nominees) ( Option Offer ).

It is proposed that the Capital Raising Offer and the Option Offer (together, the Offers ) will close at 5.00pm (WST) on 17 December 2021. The Directors reserve the right to close the Offers earlier or to extend this date without notice. Applications must be received before that time.

Lead Manager to the Capital Raising Offer: Canaccord Genuity (Australia) Limited

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

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

IMPORTANT NOTICE

This Prospectus is dated 16 November 2021 and was lodged with the ASIC on that date. The ASIC, the ASX and their officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

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

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

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

Exposure Period

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

No offering where offering would be illegal

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary.

No action has been taken to register or qualify the Securities or the offer, or to otherwise permit a public offering of the Securities in any jurisdiction outside Australia.

US securities law matters

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the US. In particular, the Securities have not been, and will not be, registered under the United States Shares Act of 1933, as amended (the US Securities Act ), and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act.

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

(a) it understands that the Securities have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in the US, except in a transaction exempt from, or not subject to, registration under the US Securities Act and any other applicable securities laws;
(b) it is not in the United States;
(c) it has not and will not send this Prospectus or any other material relating to the Offers to any person in the United States; and
(d) it will not offer or resell the Securities in the United States or in any other jurisdiction outside Australia.

Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at killi.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident

and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on 9322 7600 during office hours or by emailing the Company at [email protected].

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Company Website

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

No cooling-off rights

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

No Investment Advice

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

Speculative Investment

The Securities offered under this Prospectus are considered

speculative. There is no guarantee that the Securities offered will make a return on the capital invested, that dividends will be paid on the Securities, or that there will be an increase in the value of the Securities in the future. Prospective investors should carefully consider whether the Securities offered under this Prospectus are an appropriate investment for them in light of their personal circumstances, including but not limited to their financial and taxation position. Refer to Section 7 for details of the risks associated with an investment in the Company.

Risks

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

Forward-looking statements

This Prospectus contains forwardlooking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and the Company’s management.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7.

Financial Forecasts

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

Competent Persons statement

The information in the Investment Overview Section of the Prospectus, included at Section 3, the Company and Projects Overview, included at Section 5, and the Independent Geologist’s Report, included at Annexure A of the Prospectus, which relate to exploration results, is based on information compiled by Mr Roderick Carlson and Mr Andrew Proudman. Messrs Carlson and Proudman have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral

Resources and Ore Reserves’ (the JORC Code ). Messrs Carlson and Proudman are employees of AMC Consultants Pty Ltd. Messrs Carlson and Proudman each consent to the inclusion of the information in these Sections of the Prospectus in the form and context in which it appears.

The information in the JORC Code (2012 Edition) Table 1 included at Annexure D of the Prospectus, which relate to exploration results, is based on information compiled by Ms Kathryn Cutler. Ms Cutler has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined in the 2012 edition of the JORC Code. Ms Cutler is the Chief Executive Officer of the Company and her interests are set out in Sections 8.3 and 8.4. Ms Cutler has consented to the inclusion of the information in Annexure D of the Prospectus in the form and context in which it appears.

Continuous disclosure obligations

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

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

Clearing House Electronic SubRegister System (CHESS) and Issuer Sponsorship

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

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

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be

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

Definitions and Time

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

All amounts are in Australian dollars unless otherwise noted.

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

Privacy statement

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

The information may also be used from time to time and disclosed to persons inspecting

the register, including bidders for your Securities in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry.

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

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Securities, the Company may not be able to accept or process your application.

Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offers or how to accept the Offers please call the Company Secretary on 9322 7600.

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CORPORATE DIRECTORY

Directors

Richard Bevan Non-Executive Chairperson

Phil Warren Non-Executive Director

Investigating Accountant

HLB Mann Judd (WA Partnership) Level 4, 130 Stirling Street PERTH WA 6000

Auditor

Greg Miles Non-Executive Director

HLB Mann Judd (WA Partnership) Level 4, 130 Stirling Street PERTH WA 6000

Chief Executive Officer

Independent Geologist

Kathryn Cutler

Joint Company Secretaries

AMC Consultants Pty Ltd Level 1, 1100 Hay Street WEST PERTH WA 6005

Emma Wates

Lead Manager

Cameron O’Brien

Proposed ASX Code

Canaccord Genuity (Australia) Limited Level 15, 333 Collins Street MELBOURNE VIC 3000

KLI

Telephone: + 61 3 8688 9100

Registered Office

Share Registry*

945 Wellington Street, WEST PERTH WA 6005

Telephone: + 61 8 9322 7600

Email: [email protected] Website: www.killi.com.au

Automic Registry Service Pty Ltd Level 2, 267 St Georges Terrace PERTH WA 6000

Email: [email protected] Website: www.automic.com.au

Legal advisers

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

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

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1.	CHAIRPERSON’S LETTER .................................................................................................. 6
2.	KEY OFFER INFORMATION .............................................................................................. 7
3.	INVESTMENT OVERVIEW ................................................................................................. 8
4.	DETAILS OF THE OFFERS ................................................................................................ 20
5.	COMPANY AND PROJECTS OVERVIEW ....................................................................... 26
6.	FINANCIAL INFORMATION ........................................................................................... 45
7.	RISK FACTORS ............................................................................................................... 59
8.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE ....................................... 69
9.	MATERIAL CONTRACTS ................................................................................................. 79
10.	ADDITIONAL INFORMATION ......................................................................................... 85
11.	DIRECTORS’ AUTHORISATION ..................................................................................... 105
12.	GLOSSARY ................................................................................................................... 106
ANNEXURE A – INDEPENDENT GEOLOGIST’S REPORT ............................................................. 109
ANNEXURE B – SOLICITOR’S REPORT ON TENEMENTS ............................................................. 110
ANNEXURE C – INDEPENDENT LIMITED ASSURANCE REPORT .................................................. 111
ANNEXURE D – JORC CODE – 2012 EDITION – TABLE 1 .......................................................... 112
ANNEXURE E – HISTORICAL FINANCIAL INFORMATION – ACCESS AUSTRALIA MINING PTY
	LTD AND IRON BULL BANGEMALL LIMITED ....................................................... 126

1. CHAIRPERSON’S LETTER

Dear Investor

On behalf of the directors of Killi Resources Limited ( Company ), it gives me great pleasure to invite you to become a shareholder of the Company.

The Company is gold and copper explorer with its key projects located in the Tanami region of Western Australia and the Charters Towers/Ravenswood region in Queensland. The projects present large scale exploration opportunities, located in low-risk jurisdictions with excellent access. The Projects are all relatively underexplored, and through our technical team and Board, we look to execute our strategy of applying world class exploration practices in order to realise value for our stakeholders.

This Prospectus is seeking to raise $6,000,000 via the issue of Shares at an issue price of $0.20 per Share under the Capital Raising Offer. The purpose of the Capital Raising Offer is to provide funds to implement the Company’s business strategies (explained in Section 5).

The Board have significant expertise and experience in the mining industry and will aim to ensure that funds raised through the Capital Raising Offer will be utilised in a cost-effective manner to advance the Company’s assets.

This Prospectus is issued for the purpose of supporting an application to list the Company on the ASX. This Prospectus contains detailed information about the Company, its business and the Offers, as well as the risks of investing in the Company. The Securities offered by this Prospectus should be considered highly speculative.

I look forward to you joining us as a Shareholder and sharing in what we believe are exciting and prospective times ahead for the Company. Before you make your investment decision, I urge you to read this Prospectus in its entirety and seek professional advice if required.

Yours sincerely

Richard Bevan Non-Executive Chairperson

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2. KEY OFFER INFORMATION

INDICATIVE TIMETABLE[1]

Lodgement of Prospectus with the ASIC	16 November 2021
Exposure Period begins	16 November 2021
Opening Date of the Offers	24 November 2021
Closing Date of the Offers	17 December 2021
Issue of Securities under the Offers	13 January 2021
Despatch of holding statements	14 January 2021
Expected date for quotation on ASX	20 January 2022

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

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

KEY STATISTICS OF THE OFFER

	KEY STATISTICS OF THE OFFER
		Minimum Subscription 1 $0.20 22,000,000
		Minimum Subscription 1
	Capital Raising Offer Price per Share	$0.20
	Shares currently on issue	22,000,000
	Shares to be issued under the Capital Raising Offer	30,000,000
	Gross Proceeds of the Capital Raising Offer	$6,000,000
	Shares on issue Post-Listing (undiluted)2	52,000,000
	Market Capitalisation Post-Listing (undiluted)3	$10,400,000
	Advisor Options and Broker Options issued under the Option Offer4	3500000
		,,
	Director and Management Options4	3,000,000
	Performance Rights5	5,110,000
	Shares on issue Post-Listing (fully diluted)2	63,610,000
	Market Capitalisation Post-Listing (fully diluted)3	$12,722,000

Notes:

Assuming the Minimum Subscription of $6,000,000 is achieved under the Capital Raising Offer.
Certain Securities on issue post-listing will be subject to ASX-imposed escrow. Refer to Section 5.8 for a disclaimer with respect to the likely escrow position.
Assuming a Share price of $0.20, however the Company notes that the Shares may trade above or below this price.
Refer to Section 10.3 for the terms of the Director and Management, Broker and Advisor Options.
Refer to Section 10.4 for the terms of the Performance Rights.

3. INVESTMENT OVERVIEW

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

Item	Summary	Further information

A. Company
Who is the issuer of this Prospectus?	Killi Resources Limited (ACN 647 322 790) (CompanyorKilli).	Section 5.1
Who is the Company?	The Company is an Australian unlisted public company, incorporated on 21 January 2021. Since incorporation the Company has acquired	Section 5.1
	, (a) Iron Bull Bangemall Limited which holds the West Tanami Project; and (b) Access Australia Mining Pty Ltd which holds the Ravenswood North, the Mt Rawdon West Project in Queensland and Balfour Project in Western Australia. The Company’s current focus is exploration for gold and copper in both Western Australia and Queensland.
What is the Company’s interest in the Projects?	The Company, through its fully owned subsidiaries, hold a 100% legal and equitable interest in the following projects: (a) the West Tanami Project consists of four granted Exploration Licenses covering 1,634 km2west of the WA/NT border in a relatively underexplored yet well mineralised gold province. (West Tanami Project); and (b) the Ravenswood North Project consists of five granted	Section 5.2, Annexure A and Annexure B
	exploration permits for minerals in the Charters Towers/ Ravenswood region of Queensland and is prospective for Devonian to Permian aged intrusion related gold deposits (Ravenswood North Project). The Ravenswood North Project is subject to an Option and Joint Venture Agreement, that material terms of which are summarised in Section 9.2.1; M Rd W P i li
	(c) t awon est roject comprses one exporaton permit for minerals covering 292 km2located near the Mt Perry project and Mt Rawdon Gold Mine in Queensland (Mt Rawdon West Project); and (d) the Balfour Project comprises one exploration license covering 350 km2and is prospective for base metals associated with the rift boundary in the Pilbara region. The project is located approximately 125 km northeast
	of Newman in the Pilbara region of Western Australia (Balfour Project), (together, theProjects). A summary of the key information in relation to each of the Projects is set out in Section 5.2. In addition, more detailed information about the geology, background and proposed expenditure for each Project is set out in the Independent Geologist’s Report in Annexure A. For information about the legal
	nature and status of the Projects, refer to the Solicitor’s Report on the Projects in Annexure B.

		Further information
Item	Summary	Further information

B. Business Model
What is the Company’s business model?	Following completion of the Offers, the Company’s proposed business model will be to further explore and develop the Projects as per the Company’s intended exploration programs. The Company proposes to fund its exploration activities over the first two years following listing as outlined in the table at Section	Sections 5.3, 5.4. and 5.5
	5.5. A detailed explanation of the Company’s business model is provided at Section 5.3 and a summary of the Company’s proposed exploration programs is set out at Section 5.4.
What are the key business objectives of	The Company’s main objectives on completion of the Capital Raising Offer and ASX listing are: (a) focus on greenfield gold and copper exploration and	Section 5.3
the Company?	other resource opportunities that have the potential to deliver growth for Shareholders; (b) systematically explore and seek to develop the Projects; (c) pursue acquisitions that have a strategic fit for the Company; (d) implement a growth strategy to seek out further exploration and acquisition opportunities in Australia;
	and (e) provide working capital for the Company.
What are the key dependencies of the Company’s	The key dependencies of the Company’s business model include: (a) maintaining title to the Projects; (b) retaining and recruiting key personnel skilled in the ii d t	Section 5.3
business model?	mnng an resources secor; (c) sufficient worldwide demand for gold and copper; and (d) the market price of gold and copper remaining higher than the Company’s costs of any future production (assuming successful exploration by the Company).
C. Key Advantages
What are the	The Directors are of the view that an investment in the Company	Section 5
key advantages of an investment in the Company?	provides the following non-exhaustive list of advantages: (a) subject to raising the Minimum Subscription, the Company will have sufficient funds to implement its exploration programs to develop the Projects with the aim of generating shareholder value; (b) a portfolio of quality assets in Queensland and Western Australia considered by the Board to be prospective for
	gold and copper; and (c) a highly credible and experienced team to progress exploration and accelerate potential development of the Projects.
D. Key Risks
Exploration and Operating	The mineral exploration licences comprising the Projects are at various stages of exploration, and potential investors should	Section 7.2
	understand that mineral exploration and development are high- risk undertakings.

		Further information
Item	Summary	Further information

	There can be no assurance that future exploration of these licences, or any other mineral licences that may be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited. The future exploration activities of the Company may be affected by a range of factors including geological conditions,
	limitations on activities due to seasonal weather patterns or adverse weather conditions, unanticipated operational and technical difficulties, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts, plant, equipment and staff,
	native title process, changing government regulations and many other factors beyond the control of the Company.
Contractual risk	The Company’s interest in the Ravenswood North Project is subject to an option and joint venture agreement with 1315795 B.C. Ltd., a company incorporated in British Columbia (Option and Joint Venture Agreement). The ability of the Company to achieve its stated objectives will	Section 7.2
	depend on the performance by the parties of their obligations under these agreements. If the Company is unable to satisfy its undertakings under these agreements the Company’s interest in their subject matter may be jeopardised. If any party defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a leal remed which can be costl
	g y, y. The material terms of the Option and Joint Venture Agreement are summarised in Section 9.2.1.
Tenure, access and grant of applications	Applications The tenements comprising the Projects (Tenements) are at various stages of application and grant, specifically the Tenements comprising the Mt Rawdon West Project and the	Section 7.2
	Balfour Project are still under application. There can be no assurance that the tenement applications that are currently pending will be granted. There can be no assurance that when the tenement is granted, it will be granted in its entirety. Additionally, some of the tenement areas applied for may be excluded. The Company is unaware of any circumstances that would prevent the tenement application from being granted, other than the competing applications, however the
	consequence of being denied the applications for reasons beyond the control of the Company could be significant specifically for the Mt Rawdon West Project and the Balfour Project. Refer to the Solicitor’s Report on Tenements in Annexure B for further information on the Company’s tenement applications. Renewal Mining and exploration tenements are subject to periodic
	renewal. The renewal of the term of granted tenements is subject to compliance with the applicable mining legislation and

Item	Summary	Further information

	regulations and the discretion of the relevant mining authority. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company. The Company considers the likelihood of tenure forfeiture to be
	low given the laws and regulations governing exploration in Queensland and Western Australia and the ongoing expenditure budgeted for by the Company. However, the consequence of forfeiture or involuntary surrender of a granted tenements for reasons beyond the control of the Company could be significant. Access A number of the Tenements overlap certain third party interests tht m limit th Cmn’ bilit t ndt lrtin
	a ay e opays ay o couc expoao activities including private land, Crown Reserves, pastoral leases, environmentally sensitive areas and defence training land. The Company’s subsidiaries have entered into the following native title and heritage agreements: (a) a Native Title Heritage Protection and Mineral Exploration Agreement dated 11 December 2019 in relation to E80/5100, E80/5101, E80/5102 and E80/5103;
	and (b) a Cultural Heritage and Exploration Agreement in regard to EPM 26908 with the Birriah Aboriginal Corporation RNTBC ICN 8261 on its own behalf and on behalf of the Birriah People (Birriah Aboriginal Corporation). The Company has confirmed that, to the best of its knowledge, th rmnt rmit th Cmn t ndrtk it
	ese ageees pe e opay o ueae s proposed exploration activities on the areas of the Tenements that overlap with the recorded Aboriginal Heritage Sites AAM Australia entered into a deed of access with the Commonwealth of Australia with respect to tenements EPM 26890 and EPM 26892. The Company has confirmed that, to the best of its knowledge, this deed of access permits the Company to undertake its proposed exploration activities on the areas of
	EPM 26890 and EPM 26892 that overlap the Dotswood Training Area. Please refer to the Solicitor’s Report on Tenements in Annexure B for further details.
Native title and Aboriginal Heritage	In relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal	Section 7.2
	Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected. The land under E/80/5100, E/80/5101, E/80/5102 and E/80/5103 are subject to Native Title Determination WAD160/1997 that native title exists in relation to parts of the land subject of those
	Tenements.

				Further information
Item	Summary			Further information

	The land under E46/1383 is subject to Native Title Determination WAD196/2013 that native title exists in relation to parts of the land the subject of E46/1383. In addition, several of the Tenements that comprise the Ravenswood North Project contain Aboriginal heritage sites of significance which have been registered with the Department of Indigenous Affairs. The existence of the Aboriginal heritage sites
	within these Tenements may lead to restrictions on the areas that the Company will be able to explore and mine. As noted above, the Company has confirmed that the native title and heritage agreements that it (through its wholly owned subsidiaries) has entered into, to the best of its knowledge, permits the Company to undertake its proposed exploration activities on the areas of the Tenements that overlap with the recorded Aboriginal Heritage Sites.
	The Directors will closely monitor the potential effect of native title claims or Aboriginal heritage matters involving tenements in which the Company has or may have an interest. Please refer to the Solicitor’s Report on Tenements in Annexure B of this Prospectus for further details on the above matter.
Additional requirements	The Company’s capital requirements depend on numerous factors. The Company may require further financing in addition			Section 7.4
for capital	to amounts raised under the Capital Raising Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programs as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be
	able to secure funding on terms favourable to the Company.
Other risks	For additional specific risks please refer to Section 7.2. For other risks with respect to the industry in which the Company operates and general investment risks, many of which are largely beyond the control of the Company and its Directors, please refer to Sections 7.3 and 7.4.			Sections 7.2, 7.3 and 7.4
E Di K M Pl
. rectors and ey anagement ersonne
Who are the Directors?		The Board consists of: (a) Richard Bevan - Non-Executive Chairperson; (b) Phil Warren - Non-Executive Director; and (c) Greg Miles - Non-Executive Director_._ The profiles of each of the Directors are set out in Section 8.1.		Section 8.1

What interests do the Directors have in the Securities of the Company?		The Directors, Kathryn Cutler (the Company’s CEO) and their related entities have the following interests in Securities as at the date of this Prospectus: Current Director/CEO Shares held Phil Warren1 200,000 Richard Bevan1 300,000		Section 8.4
		date of this Prospectus:
		Current Director/CEO	Shares held
		Phil Warren1	200,000
		Richard Bevan1	300,000
		Greg Miles1	200,000

			Further information
Item	Summary		Further information

	Kathryn Cutler	300,000

	Former Director	Shares held
	Paul L’Herpiniere2	1,620,632
	2
	Sonu Cheema	-
	Jason Rogers2	1,497,160
	Geoffrey McNamara3	636,361
	Peter Stuntz3	921,917
	1. Mr Warren, Mr Bevan and Mr
	on 18 August 2021

What are the significant interests of	Lead Manager As at the date of this Prospectus, the Lead Manager does not hold any Securities in the capital of the Company.		Section 8.3
advisors to the Company?	The Lead Manager will receive a fee of 6% of the gross amount raised pursuant to the Prospectus, noting that the Lead Manager will be responsible for paying all capital raising fees that the Lead Manager and the Company agree with any other Brokers. In addition, subject to the Company’s admission to the Official List, the Lead Manager will also receive 500,000 Broker Options. Refer to Section 9.1 for the key terms of the Lead Manager
	Mandate, including the fees. Grange Consulting As at the date of this Prospectus, the Grange Consulting does not hold any Securities in the capital of the Company. Emma Wates is a director and shareholder of Grange Consulting and a Joint Company Secretary of the Company. Ms Wates will be primarily responsible for carrying out the Company’s
	company secretarial and corporate advisory services, assisted by other members of the Grange Consulting team as required. Phil Warren is the Managing Director and a shareholder of Grange Consulting. Mr Warren has separately been appointed as a non-executive director of the Company. Mr Warren and the Board will manage any conflicts of interest or perceived conflicts that may arise as a result of Grange Consulting’s appointment by ensuring that Mr Warren does not participate in any Board
	deliberations or votes in relation to the Grange Consulting’s engagement in the usual manner. The other directors consider Mr Warren to be an appropriate appointment for the Board, given his wealth of experience as a director, company secretary and CFO of ASX listed companies. The Company has engaged Grange Consulting to provide corporate advisory and transaction management services in

		Further information
Item	Summary	Further information

	consideration for a fee of $60,000 (excl. GST) plus 3,000,000 Advisor Options. The Company has also engaged Grange Consulting to provide company secretarial and financial management services in consideration for a fee of $10,000 (excl. GST) per month from the Company from the completion of the pre-IPO seed raising plus a 5% administration fee.
	Refer to Sections 9.3.2 and 9.3.3 for the key terms of the agreements entered into with Grange Consulting.
Has the Company adopted an employee incentive h?	The Company has adopted an employee incentive scheme titled “Employee Securities Incentive Plan” (Plan). The objective of the Plan is to: (a) assist in the reward, retention and motivation of eligible participants which includes	Section 10.5
sceme	, employees (including executive directors), non- executive directors and key contractors of the Company; (b) link the reward of eligible participants to Shareholder value creation; and (c) (align the interests of eligible participants with Shareholders by providing an opportunity to eligible
	participants to receive an equity interest in the Company in the form of securities. A summary of the key terms and conditions of the Plan is set out in Section 10.5.
What related party agreements is	The Company has entered into: (a) an executive services agreement with Kathryn Cutler; (b) non-executive director appointment letters with each	Section 9.3
the Company party to?	of Greg Miles, Richard Bevan and Phillip Warren; (c) deeds of indemnity, insurance and access with each of its Directors and Joint Company Secretaries on standard terms; and (d) a corporate advisory engagement and company secretarial and financial management engagement with Grange Consulting, a company associated with
	Phil Warren. The terms of these agreements are summarised in Section 9.3.
F. Financial Information
How has the Company been	As the Company was only recently incorporated on 21 January 2021, it has limited financial performance and has no operating history.	Section 6, Annexure C and
performing?	As a result, the Company is not in a position to disclose any key financial ratios other than its statement of profit and loss, statement of cash flows and pro-forma balance sheet which is included Section 6. Historical Financial Information in relation to AAM Australia and IBB is set out in Annexure E.	Annexure E
What is the	Given the current status of the Company’s Projects and the	Section 6,
financial	speculative nature of its business, the Directors do not consider it appropriate to forecast future earnings.	Annexure C

		Further information
Item	Summary	Further information

outlook for the Company?	Any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection on a reasonable basis.	and Annexure E
G. Offers
What are the	The Capital Raising Offer is an offer of 30,000,000 Shares at an	Section 4.1
Offers	issue price of $0.20 per Share to raise up to $6,000,000 (before costs). The Option Offer is an offer of 3,500,000 Options to the Lead Manager and Grange Consulting (or its nominee) at an issue price of $0.00001 each.	and 4.2
How is the Capital Raising	The Capital Raising Offer comprises:	Section 4.1
Offer structured? Who is eligible to participate?	(a) the Broker Firm Offer, which is open to Australian resident clients of the Lead Manager and Brokers who have received a firm allocation of Shares from the Lead Manager or their Broker; and (b) the Chairman’s List Offer – open to selected investors in Australia who have received an offer invitation from the Company.

Who is eligible to participate in the Option Offer?	The Option Offer is only available to the Lead Manager and Grange Consulting (or their nominees)	Section 4.2
Is there a minimum subscription d th	The minimum amount to be raised under the Capital Raising Offer is $6,000,000.	Section 4.3
uner e Capital Raising Offer?
What are the purposes of the Capital Raising Offer?	The purposes of the Capital Raising Offer are to facilitate an application by the Company for admission to the Official List and, to position the Company to seek to achieve the objectives stated at Section B of this Investment Overview.	Section 4.8

Who is the lead manager to the Capital Raising Offer?	The Company has appointed Canaccord Genuity (Australia) Limited (Lead Manager) as lead manager to the Capital Raising Offer. In consideration for its services, the Company has agreed to pay the following fees to the Lead Manager: (a) a management fee of 2% of all funds raised under the Capital Raising Offer; (b) a capital raising fee of 4% of all funds raised under the Caital Raisin Offer; and	Section 4.6 and 9.1
	p g (c) 500,000 Broker Options.
Is the Capital Raising Offer underwritten?	No, the Capital Raising Offer is not underwritten.	Section 4.7
Who is eligible to participate	This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it	Section 4.14
in the Capital Raising Offer?	would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in Jurisdictions

		Further information
Item	Summary	Further information

	outside Australia may be restricted by law and persons who come into possession of this Prospectus should observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
How do I apply for Shares under the	Applications under the Broker Firm Offer and Chairman’s List Offer can be made by completing the application procedures given to you by the Company, Lead Manager or your Broker (as	See Section 4.9
Capital Raising Offer?	applicable). To the extent permitted by law, an Application made under the Capital Raising Offer is irrevocable.
What is the allocation policy?	The Company retains an absolute discretion to allocate Shares under the Capital Raising Offer, and will be influenced by the factors set out in Section 4.11.	Section 4.11
	There is no assurance that any applicant will be allocated any Shares, or the number of Shares for which it has applied.
What will the Company’s capital structure look like on completion of	The Company’s capital structure on a post- Offer basis is set out in Section 5.6.	Section 5.6
the Offers?
What are the terms of the Shares offered under the Capital Raising Offer?	A summary of the material rights and liabilities attaching to the Shares offered under the Capital Raising Offer are set out in Section 10.2.	Section 10.2
What are the terms of the Options offered under the Option Offer?	A summary of the terms and conditions of the Broker Options and Advisor Options is set out in Section 10.3	Section 10.3
Will any	None of the Shares issued under the Capital Raising Offer will be	Section 5.8
Securities be subject to escrow?	subject to escrow. However, subject to the Company complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Offers, it is anticipated that: (a) 16,000,000 Shares held by the AAM Singapore Shareholders; (b) 3,000,000 Shares held by seed investors;
	(c) 3,000,000 Director and Management Options; (d) 3,000,000 Advisor Options; (e) 500,000 Broker Options; and (f) 5,110,000 Performance Rights, will be classified by ASX as restricted Securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation
	.

		Further information
Item	Summary	Further information

	During the period in which restricted Securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner. The Company will announce to ASX full details (quantity and duration) of the Securities required to be held in escrow prior to the Shares commencing trading on ASX.
	The Company’s ‘free float’ (being the percentage of Shares not subject to escrow and held by Shareholders that are not related parties of the Company (or their associates) at the time of admission to the Official List) will be approximately 63% comprising all shares issued. Other than Shares subject to ASX imposed escrow or held by Directors or promoters.
Who are the	One Share was issued on the incorporation of the Company on	Section 5.6
current Shareholders of the Company and on what terms were their Shares issued?	21 January 2021. On 30 April 2021, the Company issued 63,588,812 Shares to the AAM Singapore Shareholders for nominal consideration of $0.00001 per Share. On 30 July 2021, the Company undertook a consolidation of its Shares on a 1 for 3.974 basis, resulting in the Company’s share capital being consolidated to 16,000,0000 Shares.
	The Company issued a 6,000,000 Shares to seed investors for the issue price of $0.10 per Share during the period 15 October to 2 November 2021.
Will the Shares be quoted on ASX?	Application for quotation of all Shares to be issued under the Capital Raising Offer will be made to ASX no later than 7 days after the date of this Prospectus.	Section 4.12

What are the key dates of the Offers?	The key dates of the Offers are set out in the indicative timetable in the Key Offer Information Section.	Key Offer Information
What is the minimum investment size under the Cil Rii	Applications under the Capital Raising Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of $500 worth of Shares (2,500 Shares).	Section 4.10
apta asng Offer?
Are there any conditions to the Capital Raising Offer?	The Capital Raising Offer is conditional on the Minimum Subscription being raised and ASX approval for quotation of the Shares.	Section 4.5
H. Use of funds
How will the proceeds of the Capital Raising Offer be used?	The Capital Raising Offer proceeds and the Company’s existing cash reserves will be used for: (a) implementing the Company’s business objectives and exploration programs on its Projects set out in Section 5.4; (b) expenses of the Capital Raising Offer; (c) administration costs; and	Section 5.5
	(d) working capital,

		Further information
Item	Summary	Further information

	further details of which are set out in Section 5.5.
Will the Company be adequately funded after completion of the Capital	The Directors are satisfied that on completion of the Capital Raising Offer, the Company will have sufficient working capital to carry out its objectives as stated in this Prospectus.	Section 5.5
Raising Offer?
I. Additional information
Is there any brokerage, commission or duty payable	No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Capital Raising Offer. However, the Company will pay to the Lead Manager 6% (ex GST) of the total amount raised under the Capital Raising Offer	Section 9.1
by applicants?	(comprising a capital raising fee of 4% and management fee of 2%).
Can the Offers be withdrawn?	The Company reserves the right not to proceed with the Offers at any time before the issue or transfer of Securities to successful applicants. If the Offers do not proceed, application monies will be refunded (without interest).	Section 4.17
What are the tax implications of investing in Shares?	Holders of Shares may be subject to Australian tax on dividends and possibly capital gains tax on a future disposal of Shares subscribed for under this Prospectus. The tax consequences of any investment in Shares will depend upon an investor’s particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Shares offered under this Prospectus.	Section 4.16
What is the Company’s Dividend Policy?	The Company anticipates that significant expenditure will be incurred in the evaluation and development of the Company’s Projects. These activities, together with the possible acquisition of interests in other projects, are expected to dominate at least, the first two-year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.	Section 5.10
	Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.
What are the corporate governance principles and policies of the Company?	To the extent applicable, in light of the Company’s size and nature, the Company has adopted_The Corporate Governance_ _Principles and Recommendations (4th Edition)_as published by ASX Corporate Governance Council (Recommendations). Prior to listing on the ASX, the Company will announce its main corporate governance policies and practices and the Company’s compliance and departures from the	Section 8.6
	Recommendations.

			Further information
Item		Summary	Further information

Where can I find more information?	(a) (b) (c)	By speaking to your sharebroker, solicitor, accountant or other independent professional adviser; By contacting the Company Secretary, on +61 8 9322 7600; or By contacting the Share Registry on [email protected]
This Section is a summary only and is not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

4. DETAILS OF THE OFFERS

4.1 The Capital Raising Offer

This Prospectus invites investors to apply for 30,000,000 Shares at an issue price of $0.20 per Share to raise up to $6,000,000 (before associated costs) ( Capital Raising Offer ).

The Capital Raising Offer comprises:

(a) the Broker Firm Offer, which is open to Australian resident clients of the Lead Manager and Brokers who have received a firm allocation of Shares from the Lead Manager or their Broker; and
(b) the Chairman’s List Offer, which is open to selected investors in Australia who have received an offer invitation from the Company.

There is no general offer to the public of shares under this Prospectus. If you are a member of the public wishing to apply for Shares under the Capital Raising Offer, you must do so through a Broker with a firm allocation of Shares under the Broker Firm Offer.

Refer to Section 4.9 for details on the Capital Raising Offer structure and Section 4.10 for details on how to apply for Shares under the Capital Raising Offer.

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

4.2 Option Offer

The Company will also offer:

(a) (a) 500,000 Broker Options to the Lead Manager pursuant to the Lead Manager Mandate; and
(b) (b) 3,000,000 Advisor Options to Grange Consulting (or its nominee) pursuant to the Transaction Management Mandate,

at an issue price of $0.00001 and otherwise on the terms detailed in Section 10.3. The Options will not be quoted however the resulting Shares issued upon exercise of those Options will be quoted.

The Option Offer is being made under this Prospectus to remove the need for an additional disclosure document to be issued upon the sale of any Broker Options or Advisor Options (or any Shares issued upon exercise of any Options into Shares) that are issued under the Option Offer

The Shares issued upon exercise of the Broker Options and Advisor Options are of the same class and will rank equally with the existing Shares on issue. Refer to Section 10.2 for a summary of the rights attaching to Shares.

Only the Lead Manager and Grange Consulting or their nominees may accept the Option Offer. A personalised Application Form will be issued to the Lead Manager, Grange Consulting or their nominees together with a copy of this Prospectus.

4.3 Minimum subscription

The minimum subscription for the Capital Raising Offer is $6,000,000 (30,000,000 Shares) ( Minimum Subscription ).

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

4.4 Oversubscriptions

No oversubscriptions above the Minimum Subscription will be accepted by the Company under the Capital Raising Offer.

4.5 Conditional Offers

The Capital Raising Offers under this Prospectus is conditional upon the following events occurring:

(a) the Company raising the Minimum Subscription, being $6,000,000, under the Capital Raising Offer (refer to Section 4.3); and
(b) ASX providing the Company with a list of conditions which, once satisfied, will result in ASX admitting the Company to the Official List.

If these conditions are not satisfied, then the Offers will not proceed and the Company will repay all Application Monies received under the Offers in accordance with the Corporations Act. The Option Offer is conditional on the Capital Raising Offer and if the Capital Raising Offer does not proceed the Option Offer will not proceed.

4.6 Lead Manager

The Company has appointed Canaccord Genuity (Australia) Limited ( Lead Manager ) as lead manager to the Capital Raising Offer. In consideration for its services, the Company has agreed to pay the following fees to the Lead Manager a management fee of 2% of all funds raised under the Capital Raising Offer and a capital raising fee of 4% of all funds raised under the Capital Raising Offer. In addition, the Company will issue the Lead Manager 500,000 Broker Options.

The mandate under which the Lead Manager was appointed by the Company is further summarised in Section 9.1.

4.7 Underwriting

The Capital Raising Offer is not underwritten.

4.8 Purpose of the Capital Raising Offer

The primary purposes of the Capital Raising Offer are to:

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

(b) provide the Company with additional funding for:
(i) the proposed exploration programs at the Projects (as further detailed in Section 5.4):
(ii) considering acquisition opportunities that may be presented to the Board from time to time; and
(iii) the Company’s working capital requirements while it is implementing the above; and
(c) remove the need for an additional disclosure document to be issued upon the sale of any Shares that are to be issued under the Capital Raising Offer.

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

4.9 Capital Raising Offer Structure

(a) Broker Firm Offer

The Broker Firm Offer is open to Australian resident clients of the Lead Manager and Brokers who have received a firm allocation to apply for Shares under the Prospectus. If you are an investor applying under the Broker Offer, you should complete the application procedure advised to you by your Broker. Delivery versus Payment ( DvP ) settlement is available for investors under the Broker Firm Offer. Please contact the Lead Manager or your Broker for further instructions.

Applications under the Broker Firm Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of $500 worth of Shares (2,500 Shares).

(b) Chairman’s List Offer

The Chairman’s List Offer is open to selected investors in Australia who have received an invitation by the Company pursuant to the Chairman’s List Offer. If you have received an invitation to participate in the Chairman’s List Offer from the Company, you will be separately advised of the application procedures in respect to the Chairman’s List Offer.

Applications under the Chairman’s List Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of $500 worth of Shares (2,500 Shares).

4.10 Application for Shares

(a) How to apply

If you wish to apply for Shares under the Capital Raising Offer, you must complete the application procedure and Application Form given to you by the Company, Lead Manager or your Broker (as applicable).

If you require a paper-based Application Form, please contact the Lead Manager, Company or your Broker.

By making an application, you declare that all details and statements made by you are complete and accurate and that you have been given access to this Prospectus (or any replacement or supplementary prospectus), together with the Application Form. The Corporations Act prohibits any person from passing an Application Form to another person until it is attached to, or accompanied by, a hard copy of this Prospectus or the complete and unaltered electronic version of this Prospectus.

The minimum application under the Capital Raising Offer is $2,000 of Shares and in multiples of $500 of Shares thereafter. The Company and the Lead Manager reserve the right to aggregate applications which they believe may be multiple applications from the same person or reject or scale back any applications.

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

If you require assistance in completing an application, please contact the Lead Manager, Company or your Broker.

(b) How to pay

Payment can be made via BPAY® or EFT. For payment by BPAY®, you will be given a BPAY® biller code and unique customer reference number once you have completed your online Application Form.

For payment by electronic funds transfer, please follow the instructions once you have completed your online Application Form.

The Company encourages Applicants to make payment as soon as possible after completing an Application and in any event, by no later than 5.00pm (AEDT) / 2:00pm (WST) on the Closing Date. Applicants are advised to complete their Applications and pay funds promptly, as the Capital Raising Offer may close early.

It is your responsibility to ensure that your BPAY® payment or electronic funds transfer payment is received by the Share Registry by no later than 5.00pm (AEDT) / 2:00pm (WST) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration. The Company reserves the right to close the Offers early.

No brokerage, commission or stamp duty is payable by Applicants on the acquisition of Shares under the Capital Raising Offer

4.11 Allocation policy under the Capital Raising Offer

The Company retains an absolute discretion to allocate Shares under the Capital Raising Offer and reserves the right, in its absolute discretion, to allot to an applicant a lesser number of Shares than the number for which the applicant applies or to reject an Application Form. If the number of Shares allotted is fewer than the number applied for, surplus application money will be refunded without interest as soon as practicable.

No applicant under the Capital Raising Offer has any assurance of being allocated all or any Shares applied for. The allocation of Shares by Directors (in conjunction with the Lead Manager will be influenced by the following factors:

(a) the number of Shares applied for;
(b) the overall level of demand for the Capital Raising Offer;
(c) timeliness of the bid by Applicants;
(d) the desire for a spread of investors, including institutional investors; and
(e) the desire for an informed and active market for trading Shares following completion of the Capital Raising Offer.

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

4.12 ASX listing

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

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

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

4.13 Issue

Subject to the Conditions set out in Section 4.5 being met, the issue of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

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

The Directors (in conjunction with the Lead Manager) will determine the recipients of the issued Shares in their sole discretion in accordance with the allocation policy detailed in Section 4.11). The Directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or

where no issue is made, surplus application monies will be refunded without any interest to the applicant as soon as practicable after the Closing Date.

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

4.14 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should observe any of these restrictions, including those outlined below. In particular, this Prospectus may not be distributed in the United States or elsewhere outside Australia. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that you have complied with these restrictions.

4.15 Commissions payable

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

4.16 Taxation

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

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

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

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

4.17 Withdrawal of the Offers

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

5. COMPANY AND PROJECTS OVERVIEW

5.1 Background

Killi is an Australian unlisted public company incorporated on 21 January 2021, for the purpose of acquiring the Australian mining tenements comprising the West Tanami Project and Ravenswood North Project outlined in Section 5.2 from Access Asia Mining Pte Ltd ( AAM Singapore ).

On 23 April 2021 the Company acquired the following subsidiaries from AAM Singapore:

(a) 100% of the issued and paid-up ordinary shares in the capital of Access Australia Mining Pty Ltd ( AAM Australia ) which holds the Ravenswood North Tenements;
(b) 100% of the issued and paid-up ordinary shares in the capital of Iron Bull International Holdings Limited ( IBI ); and
(c) 25% of the issued and paid-up ordinary shares in the capital of Iron Bull Bangemall Ltd ( IBB ) which holds the West Tanami Tenements.

At the date of the acquisition of the IBI held the remaining 75% of the shares in IBB.

The corporate structure of the Company is outlined below

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Figure 1 - Corporate structure

AAM Australia holds tenements (and applications) comprising the Ravenswood North Project, the Mt Rawdon West Project located in Queensland and the Balfour Project located in Western Australia.

IBB holds 1,600km[2 ] of tenements comprising the West Tanami Project located in Western Australia.

IBI is a dormant company and does not hold any assets. The Company intends to wind up and de-register IBI and transfer the IBB shares still held by IBI to the Company.

5.2 Overview of the Projects

Killi, through its subsidiaries, hold:

(a) four exploration licences in the Tanami region of WA ( West Tanami Project );
(b) five exploration permits in the Charters-Towers-Ravenswood region of QLD ( Ravenswood North Project ); and
(c) two exploration licences applications, one in the Pilbara region of WA ( Balfour Project ), and one in the Mt Rawdon region of QLD ( Mt Rawdon West Project ),

(together, the Projects ).

==> picture [428 x 255] intentionally omitted <==

Figure 2 - Summary location of the Projects in Western Australia and Queensland, Australia.

5.2.2 West Tanami Project

Summary

The West Tanami Project is a district scale project in Western Australia. The project is approximately 1900kms north-east of Perth and 200kms south-east of Halls Creek. The tenement package covers 100kms strike of the major structural corridor host to the many structurally controlled orogenic gold deposits of the Tanami, including the Granites, Callie, Twin Bonanza and Coyote.

Killi’s tenement package covers 1,634km[2 ] in this underexplored, yet well mineralised gold province. This project has been exposed to exploration in the past, however it has never been systematically tested to bedrock.

Location and Tenements

The West Tanami Project consists of four granted exploration licenses ( ELs ) in WA, covering 1,634km[2 ] west of the WA/NT border. The tenement package is accessed via the Tanami Road from Halls Creek to Alice Springs, refer to Figure 3. There are no production or infrastructure permits within the EL’s, and no current restrictions on the activities that can be conducted on the EL’s.

Previous Exploration

Exploration in the Tanami Province has generally focused on gold prospectivity, above all other commodities.

The Granites Goldfield and Central Tanami site in the Tanami were first mined in the early 1900s and sporadically thereafter. It has been a region of extensive greenfields and brownfields exploration since the 1980s. In the 1990s mining commenced at Dead Bullock Ridge, Triumph and Colliwobble deposits on the Schist Hills Iron Member and Villa. During this period the Callie gold deposit was discovered and developed into an open pit. The open pit then developed into an underground operation with the discovery of Auron, Federation, Liberator and Lantin, run by Newmont Corporation (Newmont).

Modern mining was conducted at the Tanami gold mine with Zapopan NL and ceased in 1994. In 1995 Central Tanami established a multiple-pit mining operation and produced 700,000 ounces of gold before ceasing operations.

Groundrush was then discovered by Normandy NFM in 1999, with mining conducted between 2001 and 2005, and milling conducted by Central Tanami Operations.

In 2015 Northern Star Resources Limited ( Northern Star ) acquired a 25% interest in the Central Tanami operations from Tanami Gold. In 2017, Northern Star acquired the remaining 75% stake in the Western Tanami operations from Tanami Gold.

==> picture [561 x 89] intentionally omitted <==

==> picture [310 x 310] intentionally omitted <==

Figure 3 - Location of West Tanami Project and tenements, over topography, Western Australia.

Geology

The geology of the Tanami region comprises a Paleoproterozoic sequence of folded metasediments and minor metavolcanic and intrusive rocks unconformably overlying Archaean basement. Granitoid lithologies constitute approximately 60% of the geology of the Tanami Region, as monzogranites and granodiorites. In the Tanami Gold Province, the prospective Tanami Group geology is largely buried by laterally extensive cover and hence the underlying geology has been interpreted from geophysical and drillhole data, refer to Figure 4.

Throughout the region, most gold occurs in epigenetic quartz veins hosted by metasediments and mafic rocks belonging to the Tanami Group and overlying Ware Group. Many of the deposits are hosted within the hinges of anticlines, whereas others are located within structurally complex fault or shear zones in association with brittle host rocks. Western Tanami gold mineralisation is hosted within carbonaceous siltstones, ferruginous siltstones and shales, chert, basalt, dolerite and sediments subjected to amphibolite to lower greenschist facies metamorphism.

The West Tanami Project tenements are dominated by the sedimentary units of the Killi Formation and Stubbins Formation, and to a lesser extend the Slatey Creek Granite and structures. The Killi Formation is host to the Coyote deposit, with the geology interpreted as turbiditic sandstone successions. The Stubbins Formation is a thick lower turbiditic succession of sandstone, siltstone, shale and dolerite sills overlain by an upper 200m thick succession of iron-rich siltstones and shale, carbonaceous shale, chert, pillow basalts, dolerite sills and rhyolite.

==> picture [320 x 321] intentionally omitted <==

Figure 4 - Surface Geology of the West Tanami Project, dominated by surface alluvial and aeolian cover.

Mineralisation

The West Tanami Project tenements are prospective for Proterozoic, structural controlled orogenic gold mineralisation in structural and vein systems within sediments and intrusive units, such as the Kookaburra (0.2Moz Au) and Coyote (0.5Moz Au) deposits located outside the tenements. Other gold deposits nearby, include Dead Bullock Soak, including Callie (13Moz Au), Tanami Goldfields (3Moz Au) and the Granites (1.3MozAu), that all occur in the Northern Territory.

High-level interpretations of existing datasets have been completed within the context of the regional mineralisation controls, with the delineation of multiple gold and arsenic anomalies. Existing work has focused on shallow exploration, despite the evidence of a large mineralised system, with targets rarely tested by RC or diamond drilling.

Kookaburra, Coyote, Tanami goldfields and Groundrush deposits were all associated with large gravity highs, while the other deposits of the Granites, Dead Bullock Soak and Twin Bonanza were associated with more subtle gravity highs. The West Tanami Project tenements include both large areas of gravity highs and areas with lower gravity levels.

Exploration Prospects

The four main prospects which were determined from the high-level interpretations were Hermes, Yosemite, Tent Hill and Slatey Creek, refer to Figure 5.

==> picture [390 x 297] intentionally omitted <==

Figure 5- Interpreted Bedrock Geology of the West Tanami Project, with current and historical gold operations of the province, with Killi tenements and gold prospects.

The Hermes prospect is made up of three areas know as Hermes, Hermes South and Casper, which correlate with a gravity low. Low level geochemical anomalies in the form of elevated gold (>50ppb Au) and arsenic (>100ppb As) in soils, refer to refer to Figure 6. There were RAB and AC drill program completed on 1600m x 100m grid spacing, followed by 400m x 200m over some of the targets. The results were promising with 3m @ 1.0g/t Au from 24m (bottom of hole). Further details of testing at the Hermes prospect are outlined in Table 2.4 of the Independent Geologist Report.

At Yosemite there is evidence that mineralisation in the form of drill intercepts of 3m @ 1.69g/t Au, 1m @ 2.5g/t Au and 6m @ 1.41g/t Au all off the tenement, extends into Killi ground. The existing anomaly off tenement is 8km long and remains untested along strike and at depth on the Killi tenement. Of note an similar telescoping geology signature, to that of Yosemite has been interpreted on Killi tenements to the east of the Yosemite prospect, and provides an ideal target, refer to Figure 7.

==> picture [561 x 89] intentionally omitted <==

==> picture [334 x 242] intentionally omitted <==

Figure 6 - Interpreted bedrock geology with bottom of hole gold and arsenic anomalies from RAB/VAC drilling.

==> picture [344 x 233] intentionally omitted <==

Figure 7 Interpreted Bedrock geology with bottom of hole RAB/AC anomalies for gold and arsenic at Yosemite, with planned drill area on Killi tenement.

Tent Hill is the third prospect, with past exploration identifying gold in drill holes, anomalous gold in soils, and outcropping favourable geology to the east. This includes grade intercepts of 1m @ 3.9g/t and 1m @ 9.1g/t Au. The bedrock beneath the cover remains largely untested by drilling, refer to Figure 8. Further details of drilling results at the Tent Hill prospect are outlined in Table 2.1 of the Independent Geologist Report.

==> picture [360 x 237] intentionally omitted <==

Figure 8 Interpreted geology with existing AC and RAB drilling with gold intercepts.

Slatey Creek was first explored by Barrick in 1995, comprising of mapping, rock chip, soil and lag sampling. The geology draws parallels with the Dead Bullock Soak geology, host to Callie gold mine, with rock chip samples confirming gold is present with anomalous grade up to 2.5g/t Au. Wide spacing VAC drilling has been completed on a grid of 800m x 200m in this area, however, rarely exceeds 10m.

==> picture [344 x 230] intentionally omitted <==

Figure 9 Slatey Creek Prospect with geochemical anomalies based on bottom of hole RAB/VAC data, interpreted geology, over airbourne magnetics.

5.2.3 Ravenswood North Project

Summary

The Ravenswood North Project consists of five granted EPMs in the Charter TowersRavenswood region of Queensland covering 582km[2 ] of prospective ground. There are no production or infrastructure permits within the EPM’s, and no known restrictions on the activities that can be conducted on the ground.

The licence package is prospective for Devonian to Permian-aged intrusion related gold deposits, such as the Ravenswood goldfield (10Moz Au), Kidston (4Moz Au), Mt Leyshon (3Moz Au), Mt Wright (1.5Moz) and Reward (0.2Moz Au) deposits.

AAM Australia has entered into an option and joint venture agreement with 1315795 B.C Ltd, ( Numberco ) ( Option and Joint Venture Agreement ), whereby AAM Australia granted Numberco the exclusive right and option to earn-in up to a 70% interest in the Tenements that comprise the Ravenswood North Project. The material terms and conditions of the Option and Joint Venture Agreement are summarised in Section 9.2.1.

Historical Mining

There is no historic mining of any significance within the granted tenure. Historical shafts are adjacent at the Mt Success/Golden Valley excision, and to the southeast at the Ravenswood Gold Mine.

Geology

The basement for the Ravenswood North Project area consists of metasediments of the Charter Towers Metamorphics. The sedimentary sequence has been deformed into regional scale open folds trending west-northwest, parallel to the main fault fabric. Throughout the Province several high-level intrusive complexes have intruded these sediments and concentrated magmatic fluids along the contacts. The intrusive centres are commonly mineralised, and include the likes of Kitty O’Shea, Golden Valley and Mount Success, within close proximity to the tenements.

The Ravenswood North Project area has been divided into five prospect areas which are prospective for intrusion related gold systems ( IRG ) and orogenic gold hosted systems, Mt Hotspur, Rocky Bar, Mt Success, Mt Boddington and Dotswood, refer to Figure 10.

==> picture [561 x 89] intentionally omitted <==

==> picture [392 x 297] intentionally omitted <==

Figure 10 Ravenswood North tenements and prospects over regional bedrock geology.

Mineralisation

The Mt Hotspur area is prospective for gold mineralisation with exploration of the area well documented since 1997. Geophysics, soil samples, rock chip samples and drilling has been completed, by Central Pacific Minerals NL and Carpentaria Gold Pty Ltd. The primary focus in this area being Mt Douglas, an interpreted intrusive centre. The geochemistry over the area is anomalous, which lead to IP and drilling being completed, with limited success. Six diamond holes were completed over the IP anomaly and produced average results, with the best result 7m @ 0.2g/t Au from 154m (MDD005). Further details of drilling anomalies at the Mt Douglas prospect are outlined in Table 3.1 of the Independent Geologist Report. Recent exploration in the form of ASTER imagery at Mt Hotspur highlights two IRG systems in the area. This new data and reinterpretation have identified a new near-surface high priority target, known as West Branch (refer to Figure 11and Figure 12).

The Mount Success area hosts a 100km long north-west trending structural corridor where several Permo-Carboniferous breccia-hosted intrusion related gold systems occur. Recent exploration work has identified three new targets on the project, which remain untested and second priority to Mt Douglas and West branch.

Rocky Bar prospect contains two prominent northeast trending structures known as the Keelbottom and Mt Success lineaments and are interpreted as regional linking structures or cross faults. Mapping has identified quartz veining at surface, and rock chip samples have returned anomalous gold results up to 17.4g/t Au.

==> picture [399 x 218] intentionally omitted <==

Figure 11 Mt Hotspur project area, with Mt Douglas and West Branch target area, over ASTER Sultan band ratio (red indicates hydroxyl minerals, green indicates iron oxides, blue indicates iron silicates).

==> picture [385 x 334] intentionally omitted <==

Figure 12 Mt Hotspur cross-section of IP, over Mt Douglas and West Branch, with interpreted geological model.

5.2.4 Mt Rawdon West Project

The Mt Rawdon West Project comprises of one EPM application covering 292 km[2] , located around the Mt Perry project (owned by Solgold) and the Mt Rawdon Gold Mine (owned by Evolution Mining) in Queensland, refer to Figure 13. Historical exploration has identified copper and gold anomalism, within the northeast trending intrusion related mineralisation corridor. The main targets identified are at Wonbah, Wonbah Knob and Edina Ridge. The Mt Perry goldfields, which sit on the western boundary of the tenement, are known to contain multiple intrusion related gold deposits.

Wonbah is the primary target with a 3km by 1km copper-gold-molybdenum geochemical anomaly. The location of this anomaly coincides with the intersection of the regional controlling mineralisation faults.

Wonbah Knob contains evidence of historical mining with the presence of adits into a breccia pipe, approximately 150m in width. Historically, minor copper and gold were produced from the adits and small open pits. Grades were reported up to 2.1% copper from the adits and 1.4% copper form the outcrop.

==> picture [374 x 388] intentionally omitted <==

Figure 13 Mt Rawdon West Project, with Killi tenement, existing copper and gold occurrences, major regional fault corridors, geochemical anomaly, and major prospects.

5.2.5 Balfour Project

The Balfour project consists of one EL application covering 350km[2] , 125kms northeast of Newman in the Pilbara of Western Australia. The application is prospective for base metals associated with the rift boundary in the Pilbara region. The tenement covers 25kms of the interpreted strike length of the sub-basin. Two prospects have already been determined, Winterbrook and Whitewood, which occur equidistant along strike from the Nicholas Downs Manganese Project.

Winterbrook has an anomalous demagnetised zone stretching 6kms in length, accompanied with a gravity high, as well as a copper-zinc-arsenic anomaly from a soil program completed.

Whitewood has been flown with airborne electromagnetics which has highlighted anomalism with an overall northeast trend. Anomalous soil results are believed to be associated with intrusive dolerites, similar in geology to the rocks that host highgrade copper mineralisation at Ilgarari and Kumarina south-west of Balfour.

==> picture [399 x 238] intentionally omitted <==

Figure 14 Balfour Project, with gravity, magnetics, geochemical anomalies and existing deposits.

5.3 Business model

Following completion of the Capital Raising Offer, the Company’s proposed business model will be to further explore and develop the exploration prospects at the Projects. The Company’s main objectives will be to:

(a) focus on greenfield gold and copper exploration and other resource opportunities that have the potential to deliver growth for Shareholders;
(b) systematically explore and seek to develop the Projects;
(c) pursue acquisitions that have a strategic fit for the Company;
(d) implement a growth strategy to seek out further exploration and acquisition opportunities in Australia; and

(e) provide working capital for the Company.

To achieve these objectives, following Official Quotation, the Company proposes to undertake the exploration programs set out below. These programs are designed to test the economic viability of the Projects, and results will determine the commercial viability and possible timing for the commencement of further work programs, including pre-feasibility studies and commencement of other mining operations on the Projects if warranted.

In order to manage these programs and subject to the results of each stage of work, the Company expects to supplement its existing personnel with additional technical expertise as and when needed with a mixture of both permanent and contractor positions.

The funds from the Capital Raising Offer together with existing cash reserves will allow the Company to further progress its business model.

5.4 Proposed Exploration Program

The Company proposes to undertake exploration across the Projects with the intention of demonstrating the economic potential of any potential mineralised zones.

The Company will undertake surface mapping geochemical and geophysical work across all the Projects. Exploration programs planned for each of the Projects will comprise:

(a) West Tanami Project

The Company intends to undertake a VTEM Survey scheduled to fly approximately 3,000 line kilometres over the project area to merge with existing datasets and provide information for target generation.

The Company will also undertake a ground gravity survey to delineate the intrusive targets more definitely. Two surveys are planned to focus the eastern and southern margins of the tenement package.

Aircore and reverse circulation drilling will follow on from the geophysical surveys. Initial aircore programs will start at the Lyrebird North, Hermes and Yosemite to test bedrock geochemistry. Anomalies from the aircore will then be follow-up by reverse circulation drilling.

(b) Ravenswood North Project

A VTEM survey has been planned to cover the entirety of the tenement package to assist with target generation. A soil geochemical program is planned to infill the existing datasets and assist with prioritising targets. Aircore and reverse circulation drilling is then planned to follow on from the geophysical surveys.

(c) Balfour Project and Mt Rawdon West Project

At the Balfour Project first pass aircore drilling followed by RC drilling is planned to test the Winterbrook copper/base metals target. Mapping and geochemical sampling will also be conducted to add further value to the Whitewood prospect.

At the Mt Rawdon West Project the Company has an aircore and reverse circulation drilling program planned to test Nickos Reward extension into the project area and also to test the Wonbah Geochemical target.

5.5 Use of funds

The Company intends to apply funds raised from the Capital Raising Offer, together with existing cash reserves post-admission, over the first two years following admission of the Company to the Official List of ASX as follows:

		Percentage of Funds 11.8%
Funds available	Minimum Subscription ($6,000,000)	Percentage of Funds
Existing cash reserves1	$803,211	11.8%
Funds raised from the Capital Raising Offer	$6,000,000	88.2%
Total	$6,803,211	100.0%
Allocation of funds
Exploration at West Tanami Project2	$2,495,000	36.7%
Exploration at Ravenswood North Project2,3	$1,227,500	18.0%
Exploration of Mt Rawdon West Project2	$720,000	10.6%
Exploration of Balfour Project2	$367,000	5.4%
Expenses of the Capital Raising Offer4	$686,824	10.1%

Administration costs5	$810,000	11.9%
Working capital5	$496,887	7.3%
Total	$6,803,211	100.0%

Notes:

Refer to the Financial Information set out in Section 6 for further details. The Company intends to apply these funds towards the purposes set out in this table, including the payment of the expenses of the Capital Raising Offer of which various amounts will be payable prior to completion of the Capital Raising Offer. Since balance date of pro forma balance sheet, the Company has expended approximately $50,000 on tenement management and general administration.
Refer to Section 5.4 and the Independent Geologist’s Report in Annexure A for further details with respect to the Company’s proposed exploration programs at the Projects.
The exploration program and proposed expenditure on the Ravenswood North Project assumes that Numberco does not exercise either the Second Option or Third Option under the Options and Joint Venture Agreement summarised in Section 9.2.1. In the event that Numberco exercises the Second Option and/or the Third Option, and funds expenditure of $1,300,000 on the Ravenswood North Project , the Company intends to reallocate funds to:
(a) Further geological work at the West Tanami Project including an additional gravity survey;
(b) Additional drilling on the West Tanami Project; and

(c) Addition of an Aircore and RC drill program at the Balfour Project and additional Aircore drilling and geophysics at Mt Rawdon West Project (subject to grant).
Refer to Section 10.9 for further details.
Administration costs include the general costs associated with the management and operation of the Company’s business including administration expenses, management salaries, directors’ fees, rent and other associated costs.
To the extent that:
(a) the Company’s exploration activities warrant further exploration activities; or
(b) the Company is presented with additional acquisition opportunities,

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

It is anticipated that the funds raised under the Capital Raising Offer will enable 2 years of full operations (if the Minimum Subscription is raised). It should be noted that the Company may not be fully self-funding through its own operational cash flow at the end of this period. Accordingly, the Company may require additional capital beyond this point, which will likely involve the use of additional debt or equity funding. Future capital needs will also depend on the success or failure of the Projects. The use of further debt or equity funding will be considered by the Board where it is appropriate to fund additional exploration on the Projects or to capitalise on acquisition opportunities in the resources sector.

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

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

5.6 Capital structure

The capital structure of the Company following completion of the Capital Raising Offer is summarised below:

Shares1	Minimum Subscription
Shares currently on issue2	22,000,000

Shares to be issued pursuant to the Capital Raising Offer3	30,000,000
Total Shares on completion of the Offers	52,000,000

Notes:

The rights attaching to the Shares are summarised in Section 10.2.
On incorporation of the Company on 21 January 2021 one share was issued. On 30 April 2021 the Company issues 63,588,812 Shares to the AAM Singapore Shareholders for nominal consideration of $0.00001 per Share. On 30 July 201 the Company undertook a consolidation of its Shares on a 1 for 3.974 basis with the Company’s share capital

consolidated to 16,000,000 Shares. The Company issued a 6,000,000 Shares at $0.10 each during the period 15 October to 2 November 2021.

3. 30,000,000 Shares to be issued at an issue price of $0.20 per share to raise up to $6,000,000 under the Capital Raising Offer.

Options	Minimum Subscription
Options currently on issue	-

Directors and Management Options to be issued1	3,000,000
Advisor Options and Broker Options to be issued under the Option Offer	3,500,000
Total Options on completion of the Offers	6,500,000

Notes:

Director and Management Options are to be issued to Directors and key management as part of their remuneration packages. The Director and Management Options are exercisable at $0.30 on or before the fourth anniversary from the date of issue. Refer to Section 10.3 for a summary of the terms and conditions of the Director and Management Options.
The Advisor Options are to be issued to Grange Consulting pursuant to the Grange Transaction Management Mandate the Broker Options are to be issued to Canaccord pursuant to the Lead Manager Mandate. The Advisor Options and Broker Options are exercisable at $0.30 on or before the fourth anniversary from the date of issue. Refer to Section 10.3 for a summary of the terms and conditions of the Director and Management Options.

Performance Rights	Minimum Subscription
Performance Rights currently on issue	Nil
Performance Rights to be issued to Directors and management1	5,110,000
Total Performance Rights on issue after completion of the Offers	5,110,000

Notes:

Performance Rights are to be issued to Directors and key management as part of their remuneration packages. Refer to Section 10.4 for a summary of the terms and conditions of the Performance Rights.

5.7 Substantial Shareholders

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

As at the date of the Prospectus

Shareholder	Shares	Percentage (%) (undiluted)
Rubi Holdings Pty Ltd <ATF John Rubino Superannuation	2220951	101%
Fund>	,,	.

		Percentage (%)
Shareholder	Shares	Percentage (%)
		(undiluted)
Ikad Enterprises Pty Ltd	1,710,241	7.8%
Dimj Holding Pty Ltd Fund>	1,665,713	7.6%
Robert Velletri And Francine Lee Velletri	1,665,713	7.6%
Paul L'herpiniere and his related entities	1,620,632	7.4%
Options Asia Trading and Consulting Limited1	1,497,160	6.8%

Notes:

Options Asia Trading and Consulting Limited is an entity controlled by Jason Rogers (former Director). Mr Rogers resigned as a Director on 18 August 2021.

As at the date of this Prospectus it is not expected that any Shareholder will hold more than 5% of the Shares on issue after the completion of the Capital Raising Offer.

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

5.8 Restricted Securities

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

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

(a) 16,000,000 Shares held by the AAM Singapore Shareholders;
(b) 3,000,000 Shares held by seed investors;
(c) 3,000,000 Director and Management Options;
(d) 3,000,000 Advisor Options;
(e) 500,000 Broker Options; and
(f) 5,100,000 Performance Rights.

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

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

5.9 Additional Information

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

(a) the Independent Geologist’s Report in Annexure A for further details about the geology, location and mineral potential of the Company’s Projects;
(b) the Solicitor’s Report on Tenements in Annexure B for further details in respect to the Company’s interests in the Projects;
(c) the Independent Limited Assurance Report in Annexure C and the Historical Financial Information for AAM Australia and I BB in Annexure E for further details in respect of the Company’s financials; and
(d) JORC Code (2012 Edition) Table 1 at Annexure D for further details in respect of the historical exploration that has been undertaken on the Projects

5.10 Dividend policy

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

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

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6. FINANCIAL INFORMATION

6.1 Introduction

The financial information contained in this Section 6 includes:

(a) summary audited historical Consolidated Statement of Financial Position as at 30 June 2021 and audited historical Consolidated Statement of Profit or Loss and audited historical Consolidated Statement of Cash Flows of the Group for the period then ended;
(b) the historical Statements of Financial Position of AAM Australia and IBB as at 30 June 2019, 2020 and 2021, together with the historical Statements of Profit or Loss and Other Comprehensive Income and Statements of Cash Flows for the years then ended. These statements are included in Annexure E of this Prospectus,

(together referred to as Historical Financial Information); and

(c) the pro forma Consolidated Statement of Financial Position of the Group as at 30 June 2021 and supporting notes which include the pro forma adjustments ( Pro Forma Financial Information ),

(together referred to as the Financial Information ).

The Historical Financial Information has been extracted from:

(a) the Company’s audited accounts for the period from incorporation to 30 June 2021, which were audited by HLB Mann Judd;
(b) IBB’s audited accounts for the financial years ended 30 June 2019 and 2020, which were audited by Hall Chadwick;
(c) IBB’s audited accounts for the financial year ended 30 June 2021, which were audited by Charter Financial Services; and
(d) AAM Australia’s audited accounts for the financial years ended 30 June 2019, 2020 and 2021, which were audited by Charter Financial Services,

which were audited in accordance with Australian Auditing Standards. These audited accounts are available free of charge by request to the Company on +61 9322 7600.

IBI is a dormant company and does not hold any assets. The Company intends to wind up and de-register IBI and transfer the IBB shares still held by IBI to the Company.

The Directors are responsible for the preparation and inclusion of the Financial Information in the Prospectus. HLB Mann Judd has prepared an Independent Limited Assurance Report in respect of the Financial Information, as set out in Annexure C. Investors should note the scope and limitations of the Independent Limited Assurance Report.

All amounts disclosed in this Section are presented in Australian dollars.

6.2 Basis of preparation of the Historical Financial Information

The Historical Financial Information included in this Section 6 has been prepared in accordance with the recognition and measurement principles of Australian Accounting Standards (including the Australian Accounting Interpretations) adopted by the Australian Accounting Standards Board and the Corporations Act. The Historical Financial Information is presented in an abbreviated form insofar as it does not include all the presentation, disclosures, statements or comparative information as required by Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act 2001. Significant accounting policies applied to the Historical Financial Information are set out in Section 6.10 under the heading ‘Significant Accounting Policies’.

The Historical Financial Information of Killi Resources Limited relates to the period from incorporation to 30 June 2021. The Historical Financial Information has been prepared for the purpose of the Offers.

References to “the Group” relate to the consolidated entity comprising Killi and its wholly owned subsidiaries A AM Australia, I BB and IBI which were acquired on 23 April 2021.

6.3 Basis of preparation of the Pro Forma Financial Information

The Pro Forma Financial Information included in this Section 6 has been prepared for the purposes of inclusion in this Prospectus. The Pro Forma Financial Information is based on the audited Statement of Financial Position of the Group as at 30 June 2021and adjusting for the impacts of the Offers and other pro forma adjustments.

The Pro Forma Financial Information does not reflect the actual financial results of the Company for the period indicated. The directors of the Company believe that it provides useful information as it illustrates to investors the financial position of the Group immediately after the Offers are completed and related pro forma adjustments are made.

The information set out in this Section 6 and the Group’s selected financial information should be read together with:

(a) the Risk Factors described in Section 7;
(b) the Use of Funds described in Section 5.5;
(c) the Indicative Capital Structure described in Section 5.6;
(d) the Independent Limited Assurance Report on the Historical Financial Information set out in Annexure C;
(e) the Historical Financial Information for A AM Australia and IBB in Annexure E; and
(f) the other information contained in this Prospectus.

Investors should also note that historical results are not a guarantee of future performance.

6.4 Historical Consolidated Statement of Profit or Loss

The table below presents the Historical Consolidated Statement of Profit or Loss for the Group for the period from incorporation to 30 June 2021.

		30 June 2021
		Audited $
	Other income	1,820

	Other expenditure	(79,162)
	Exploration and evaluation expenditure	(91,646)
	Auditor remuneration	(20,500)
	(Loss) before income tax	(189,788)

	Income tax benefit/(expense)	-

	Total (loss) for the eriod	(189788)
	p	,

To be read in conjunction with the notes contained in the financial information.

6.5 Statement of Cash Flows

The table below presents the Historical Consolidated Statement of Cash Flows for the Group for the period from incorporation to 30 June 2021.

		Audited $
	Cash Flows from Operating Activities
	Payments for exploration and evaluation	(36,371)

	Payments to suppliers and employees	(69,703)
	Net Cash Used in Operating Activities	(106,074)

	Cash Flows from Investing Activities

	Net Cash Used in Investing Activities	-

	Cash Flows from Financing Activities
	Cash acquired as part of asset acquisition	159,285


	Net Cash Provided by Financing Activities	159,285

		Audited $	Audited $
		Audited $


	Net increase in cash and cash equivalents	53,211

	Cash and cash equivalents as at incorporation	-


	Cash and cash equivalents at 30 June 2021	53,211

This table is to be read in conjunction with the notes contained in the financial information.

6.6 Historical Consolidated Statement of Financial Position

The table below presents the Historical Consolidated Statement of Financial Position of the Group as at 30 June 2021.

		30 June 2021
		Audited $

	Current Assets
	Cash and cash equivalents	53,211
	Trade and other receivables	83,990
	Total Current Assets	137,201


	Non-Current Assets
	Exploration and evaluation	1,389,473
	Total Non-Current Assets	1,389,473

	Total Assets	1,526,674

	Current Liabilities
	Trade and other payables	116,461
	Total Current Liabilities	116,461


	Total Liabilities	116,461

	Net Assets	1,410,213


	Equity

		30 June 2021	30 June 2021
		30 June 2021

		Audited $
	Issued capital	1,600,001
	Reserves	-
	Accumulated losses	(189,788)

	Total Equity	1,410,213

This table is be read in conjunction with the notes contained in the financial information.

6.7 Pro Forma Consolidated Statement of Financial Position

The table below sets out the post reporting date transactions and pro forma adjustments that have been incorporated into the Pro Forma Consolidated Statement of Financial Position as at 30 June 2021.

The post reporting date transactions and pro forma adjustments reflect the financial impact of the Offers and other transactions as if they had occurred at 30 June 2021.

The Pro Forma Statement of Financial Position is provided for illustrative purposes only and is not represented as necessarily indicative of the Company’s financial position.

	Ref	30 June 2021 Audited	Post reporting date transactions	Pro forma adjustments	Pro- forma
		$	$	$	$
ASSETS
CURRENT ASSETS
Cash and cash equivalents	6.11	53,211	800,000	5,313,176	6,166,387
Trade and other		83,990			83,990
receivables
TOTAL CURRENT ASSETS		137,201	800,000	5,313,176	6,250,377
NON-CURRENT ASSETS
Exploration and evaluation expenditure	6.12	1,389,473	(200,000)	-	1,189,473
TOTAL NON-CURRENT		1,389,473		-	1,189,473
ASSETS			(200,000)
TOTAL ASSETS		1,526,674	600,000	5,313,176	7,439,850

LIABILITIES
CURRENT LIABILITIES
Trade and other		116,461		-	116,461
payables			-

					Pro- forma
	Ref	30 June 2021	Post reporting date	Pro forma adjustments	Pro- forma
		Audited	transactions
TOTAL CURRENT LIABILTIES		116,461	-	-	116,461
TOTAL LIABILITIES		116,461	-	-	116,461
NET ASSETS		1,410,213	600,000	5,313,176	7,323,389


EQUITY
Issued capital	6.13	1,600,001	600,000	5,496,034	7,696,035
Reserves	6.14	-	-	638,300	638,300
Accumulated losses	6.15	(189,788)	-	(821,158)	(1,010,946)
TOTAL EQUITY		1,410,213	600,000	5,313,176	7,323,389

This table is to be read in conjunction with the notes contained in the financial information.

6.8 Post reporting date transactions

The pro forma consolidated statement of financial position reflects the following events that have occurred subsequent to 30 June 2021:

(a) On 30 July 2021, the Company undertook a consolidation of its Shares on 1 for 3.974 basis (Consolidation) with the Company’s share capital consolidated to 16,000,000 Shares. Refer to Section 6.13 for further information.
(b) On 18 August 2021, the AAM Australia entered the Option and Joint Venture Agreement with Numberco which is summarised in Section 9.2.1. Under the Options and Joint Venture Agreement AAM Australia granted Numberco an option to acquire a 38% interest in the Tenements that comprise the Ravenswood North Project. To exercise this option, Numberco must:
(i) make a non-refundable cash payment of A$200,000 before 1 October 2021; and
(ii) subject to receiving FIRB approval for the exercise of this option, issue AAM Australia C$850,00 worth of Numberco shares ( First Option Shares ).

On 1 October 2021, Numberco paid the $200,000 non-refundable cash payment. Refer to Section 6.12

(c) In the period 15 October 2021 to 2 November 2021 the Company issued 6,000,000 shares at $0.10 per share to raise $600,000. Refer to Section 6.11 and Section 6.13

6.9 Pro forma adjustments

The pro forma historical Statement of Financial Position is shown in 6.7. This has been prepared based on the financial statements as at 30 June 2021, the post

reporting date transactions set out in Section 6.9 , and the following transactions and events relating to the issue of Securities under the Prospectus:

(a) The issue by the Company of 30,000,000 ordinary fully paid shares issued at $0.20 each, raising $6,000,000 before the expenses of the Capital Raising Offer. Refer to Section 6.11 and Section 6.13 The write off against issued capital of the estimated cash expenses of the Capital Raising Offer of $503,966. These include fees payable to the Lead Manager of $360,000 (based on 6% of funds raised under the Capital Raising Offer), and a portion of expenses attributable to the on the Capital Raising Offer;
(b) In addition, indirect expenses of the Capital Raising Offer of $182,858 have been provided for in respect of corporate advisory fees, legal, accounting, marketing, audit, listing fees and other costs which have been written off to the profit or loss. Refer to Section 6.11 and Section 6.15.
(c) Write off against profit or loss of the fair value of $638,300 in respect to the Director and Management Options, Advisor Options and Broker Options issued. Refer to Section 6.14 for further details.

6.10 Significant Accounting Policies

(a) Basis of Preparation

Historical Cost Convention

The Financial Information has been prepared on an accruals basis and is based on historical costs. Cost is based on the fair values of the consideration given in exchange for assets. The Financial Information has also been prepared in accordance with the recognition and measurement principles of Australian Accounting Standards, and other authoritative pronouncements of the Australian Accounting Standards Board.

(b) Going concern

The historical financial information has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

The ability of the Company to continue as a going concern is dependent on the success of the fundraising under the Prospectus. The Directors believe that the Company will continue as a going concern. As a result, the financial information has been prepared on a going concern basis. However, should the fundraising under the Prospectus be unsuccessful, the entity may not be able to continue as a going concern. No adjustments have been made relating to the recoverability and classification of liabilities that might be necessary should the Company not continue as a going concern.

(c) Income tax

The charge for current income tax is based on the profit/loss for the year adjusted for any non-assessable or disallowed items. It is calculated using the rates that have been enacted or are substantively enacted by the balance date.

Deferred tax is accounted for using the liability method in respect of temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised, or liability is settled. Deferred tax is credited in the statement of profit or loss and other comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future profit will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(d) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(e) Asset Acquisition Accounting

When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to the acquired assets and assumed liabilities as the initial recognition exemption for deferred tax under AASB 12 applies. No goodwill will arise on the acquisition and transaction costs of the acquisition will be included in the capitalised costs of the asset.

(f) Exploration and evaluation expenditure

Mineral exploration and evaluation costs are expensed as incurred. Acquisition costs will normally be expensed but will be assessed on a case-by-case basis and if appropriate may be capitalised. These acquisition costs are only carried forward to the extent that they are expected to be recouped through the successful development or sale of

the tenement. Accumulated acquisition costs in relation to an abandoned tenement are written off in full against the profit and loss in the year which the decision to abandon the tenement is made. Where a decision has been made to proceed with development in respect of a particular area of interest, all future costs are recorded as a development asset.

(g) Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

All revenue is stated net of the amount of goods and service tax (GST).

(h) Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial period which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

Due to their short-term nature, they are measured at amortised cost and are not discounted.

(i) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

(j) Fair value measurement

Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.

For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based

on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.

(k) Issued Capital

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

(l) Share-based payments

Equity settled transactions:

The Company provides benefits to employees (including senior executives) and consultants of the Company in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity settled transactions).

The cost of equity-settled transactions with employees and consultants is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using the Black & Scholes option-pricing model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Killi. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Company’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The statement of profit or loss and other comprehensive income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, measured at the modification date.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted

for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

6.11 Cash and cash equivalents

The reviewed pro forma cash and cash equivalents is set out below:

	Note	$
Audited cash and cash equivalents as at 30 June 2021		53,211

Post reporting date transactions:
Cash proceeds received as part of Numberco JV Agreement	6.8(b)	200,000
Pre-IPO Capital Raising	6.8(c)	600,000
Total post reporting date transactions		800,000

Pro forma adjustments:
Proceeds from Shares issued under the Capital Raising Offer	6.9(a)	6,000,000
Costs of the Capital Raising Offer	6.9(a) 6.9(b)	(686,824)
Total pro forma adjustments		5,313,176
Pro forma cash and cash equivalents		6,166,387

6.12 Exploration and evaluation assets

The reviewed pro forma exploration and evaluation assets is set out below:

		$ 1,389,473
	Note	$
Audited exploration and evaluation assets as at 30 June 2021		1,389,473
Post reporting date transactions:
Recognition of Numberco’s interest in the Ravenswood
North Project as part of JV Agreement	6.8	(200,000)
Total post reporting date transactions		(200,000)
Pro forma exploration and evaluation assets		1,189,473

6.13 Issued capital

The reviewed pro forma issued capital is set out below:

	Note	Number of shares	$
Audited issued capital as at 30 June 2021		63,588,812	1,600,001
Post reporting date transactions:
Consolidation of shares on 1 for 3.974 basis	6.8(a)	(47,588,812)
Pre-IPO Capital Raising	6.8(c)	6,000,000	600,000
Total post reporting date transactions		41,588,812	600,000

Pro forma adjustments:
Proceeds from Shares issued under this Prospectus	6.9(a)	30,000,000	6,000,000
Costs of the Capital Raising Offer	6.9(a)		(503,966)
Total pro forma adjustments			5,496,034
Pro forma issued capital		52,000,000	7,696,035

6.14 Reserves

The reviewed pro forma reserves are set out below:

		$ - 49,100
	Note	$
Audited reserves as at 30 June 2021		-
Pro forma adjustments:
Broker Options	6.14(a)	49,100

Advisor Options	6.14(b)	294,600
Director and Management Options	6.14(c)	294,600
Totalpro forma adjustments		638,300
Pro forma reserves		638,300

The options to be issued to the Broker, Advisor and the Director and Management are defined as share-based payments. The valuation of share-based payment transactions is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using the Black-Scholes model, taking into account the terms and conditions upon which the options were granted.

(a) Valuation of Broker Options issued under the Option Offer

The grant of 500,000 Broker Options, with an exercise price of $0.30 and expiring four years from the date of issue has been determined to have a

total fair value of $49,100. Refer to Sections 4.6 and 10.3 for further details regarding the Broker Options. See below for the option valuation assumptions.

*The following assumptions were used to value the Broker Options*
Exercise Price	0.300
Expected volatility	80%

Implied option life	4 years
Risk free rate	0.260%
Expected dividend yield	0.00%

(b) Valuation of Advisor Options issued under the Option Offer

The grant of 3,000,000 Advisor Options, with an exercise price of $0.30 and expiring four years from the date of issue has been determined to have a total fair value of $294,600. Refer to Sections 9.3.3 and 10.3 for further details regarding the Advisor Options. See below for the option valuation assumptions.

	*The following assumptions were used to value the Advisor Options*
	Exercise Price	$0.30
	Expected volatility	80%
	Implied option life	4 years
	Risk free rate	0.260%
	Expected dividend yield	0.00%

(c) Valuation of the Director and Management Options

The grant of 3,000,000 Director and Management Options, with an exercise price of $0.30 and expiring four years from the date of issue has been determined to have a total fair value of $294,600. Refer to Section 10.3 for further details regarding the Director and Management Options. See below for the option valuation assumptions.

	*The following assumptions were used to value the Director and* *Management Options*
	Exercise Price	$0.30
	Expected volatility	80%

	Implied option life	4 years
	Risk free rate	0.260%
	Expected dividend yield	0.00%

6.15 Accumulated losses

The reviewed pro forma accumulated losses are set out below:

	Note	$
Audited accumulated losses as at 30 June 2021		(189,788)
Pro forma adjustments:

Cost of the Capital Raising Offer not directly attributable to the Capital Raising	6.9(b)	(182,858)
Broker Options	6.14(a)	(49,100)
Advisor Options	6.14(b)	(294,600)
Director and Management Options	6.14(c)	(294,600)
Totalpro forma adjustments		(821,158)
Pro forma accumulated losses		(1,010,946)

7. RISK FACTORS

7.1 Introduction

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

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

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

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

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

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

7.2 Company specific risks

	Risk Category	Risk
	Limited history	The Company was only recently incorporated on 21 January 2021
		and has only limited operating history and limited historical financial performance. Limited exploration has previously been conducted on the area of land the subject of the Projects and the Company is yet to conduct its own exploration activities and will not commence these activities until the Company has been admitted to the Official List. No assurances can be given that the Company will achieve
		commercial viability through the successful exploration and/or mining of its Tenements. Until the Company is able to realise value from its Projects, it is likely to incur ongoing operating losses.
	Contractual risk	The Company’s interest in the Ravenswood North Project is subject to an option and joint venture agreement with 1315795 B.C. Ltd., a company incorporated in British Columbia (Option and Joint Venture Agreement).

		Risk	Risk
	Risk Category	Risk

		The ability of the Company to achieve its stated objectives will depend on the performance by the parties of their obligations under these agreements. If the Company is unable to satisfy its undertakings under these agreements the Company’s interest in their subject matter may be jeopardised. If any party defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal
		remedy, which can be costly. The material terms of the Option and Joint Venture Agreement are summarised in Section 9.2.1.
	Exploration and operating	The mineral exploration licences comprising the Projects are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.
		There can be no assurance that future exploration of these licences, or any other mineral licences that may be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited. The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on
		activities due to seasonal weather patterns or adverse weather conditions, unanticipated operational and technical difficulties, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts, plant, equipment and staff, native title process, changing li d h f bd h l
		government reguatons an many oter actors eyon te contro of the Company.
	Tenure, access and grant of applications	Applications The tenements comprising the Projects (Tenements) are at various stages of application and grant, specifically the Tenements comprising the Mt Rawdon West Project and the Balfour Project are still under application. There can be no assurance that the tt liti tht tl di ill b td
		enemen appcaons a are curreny penng w e grane. There can be no assurance that when the tenement is granted, it will be granted in its entirety. Additionally, some of the tenement areas applied for may be excluded. The Company is unaware of any circumstances that would prevent the tenement application from being granted, other than the competing applications, however the consequence of being denied the applications for reasons beyond the control of the Company could be significant ifill fr th Mt Rdn Wt Prt nd th Blfr Prt
		speccay o e awo es ojec a e aou ojec. Refer to the Solicitor’s Report on Tenements in Annexure B for further information on the Company’s tenement applications. Renewal Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted tenements is subject to compliance with the applicable mining legislation and regulations and the discretion of the relevant mining authority. Renewal
		conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the

Risk Category Risk tenements. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

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

A number of the Tenements overlap certain third-party interests that may limit the Company’s ability to conduct exploration and exploration activities including Crown Reserves, pastoral leases, environmentally sensitive areas and defence training land. The Company’s subsidiaries have entered into the following native title and heritage agreements: (a) a Native Title Heritage Protection and Mineral Exploration Agreement dated 11 December 2019 in relation to E80/5100, E80/5101, E80/5102 and E80/5103; and (b) a Cultural Heritage and Exploration Agreement in regard to EPM 26908 with the Birriah Aboriginal Corporation RNTBC ICN 8261 on its own behalf and on behalf of the Birriah People (Birriah Aboriginal Corporation).

The Company has confirmed that, to the best of its knowledge, these agreements permit the Company to undertake its proposed exploration activities on the areas of the Tenements that overlap with the recorded Aboriginal Heritage Sites

AAM Australia entered into a deed of access with the Commonwealth of Australia with respect to tenements EPM 26890 and EPM 26892. The Company has confirmed that, to the best of its knowledge, this deed of access permits the Company to undertake its proposed exploration activities on the areas of EPM 26890 and EPM 26892 that overlap the Dotswood Training Area.

Please refer to the Solicitor’s Report on Tenements in Annexure B for further details and summarise of these access agreements.

	knowledge, this deed of access permits the Company to undertake its proposed exploration activities on the areas of EPM 26890 and EPM 26892 that overlap the Dotswood Training Area. Please refer to the Solicitor’s Report on Tenements in Annexure B for further details and summarise of these access agreements.	knowledge, this deed of access permits the Company to undertake its proposed exploration activities on the areas of EPM 26890 and EPM 26892 that overlap the Dotswood Training Area. Please refer to the Solicitor’s Report on Tenements in Annexure B for further details and summarise of these access agreements.
Climate risk	There are a number of climate-related factors that may affect the
	operations and proposed activities of the Company. The climate
	change risks particularly attributable to the Company include:
	(a)	the emergence of new or expanded regulations
		associated with the transitioning to a lower-carbon
		economy and market changes related to climate change
		mitigation. The Company may be impacted by changes
		to local or international compliance regulations related to
		climate change mitigation efforts, or by specific taxation
		or penalties for carbon emissions or environmental
		damage. These examples sit amongst an array of possible
		restraints on industry that may further impact the
		Company and its profitability. While the Company will
		endeavour to manage these risks and limit any
		consequential impacts, there can be no guarantee that
		the Company will not be impacted by these occurrences;
		and
	(b)	climate change may cause certain physical and
		environmental risks that cannot be predicted by the
		Company, including events such as increased severity of

		Risk	Risk
	Risk Category	Risk

		weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates.
	COVID-19 risk	The outbreak of the coronavirus disease (COVID-19) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains
		unknown. The Company’s Share price may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the Company’s operations and are likely to be beyond the control of the Company. The COVID-19 pandemic may also give rise to issues, delays or restrictions in product processing and packaging and the C’ bili dli d hih
		ompanys aty to ever proucts to customers, wc may result in cost increases or adverse impacts on sales. In addition, the effects of COVID-19 on the Company’s Share price and global financial markets generally may also affect the Company’s ability to raise equity or debt or require the Company to issue capital at a discount, which may in turn cause dilution to Shareholders./ The COVID-19 pandemic may also give rise to issues, delays or restrictions in relation to land access and the Company’s ability to fl l d i d f li
		reey move peope an equpment to an rom exporaton projects and may cause delays or cost increases. The Directors are monitoring the situation closely and have considered the impact of COVID-19 on the Company’s business and financial performance. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain. If any of these impacts appear material prior to close of the Capital Raising Offer, the Company will notify investors under a
		supplementary prospectus.
	Native title and Aboriginal Heritage	In relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration hase to the develoment and minin hases of oerations ma
		p p g p p y be adversely affected. The land under E/80/5100, E/80/5101, E/80/5102 and E/80/5103 are subject to Native Title Determination WAD160/1997 that native title exists in relation to parts of the land subject of those Tenements. The land under E46/1383 is subject to Native Title Determination WAD196/2013 that native title exists in relation to parts of the land the subject of E46/1383.
		In addition, several of the Tenements that comprise the Ravenswood North Project contain Aboriginal heritage sites of significance which have been registered with the Department of Indigenous Affairs. The existence of the Aboriginal heritage sites within these Tenements may lead to restrictions on the areas that the Company will be able to explore and mine. As noted above, the Company has confirmed that the native title and heritage agreements that it (through its wholly owned subsidiaries) has
		entered into, to the best of its knowledge, permits the Company to

		Risk
	Risk Category	Risk

		undertake its proposed exploration activities on the areas of the Tenements that overlap with the recorded Aboriginal Heritage Sites. The Directors will closely monitor the potential effect of native title claims or Aboriginal heritage matters involving tenements in which the Company has or may have an interest. Please refer to the Solicitor’s Report on Tenements in Annexure B of this Prospectus for further details on the above matter.

7.3 Industry specific risks

	Risk Category	Risk
	Exploration costs	The exploration costs of the Company as summarised in Section 5.5 are based on certain assumptions with respect to the method and timing of exploration. By their nature, these
		estimates and assumptions are subject to significant uncertainty, and accordingly, the actual costs may materially differ from the estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely impact the Company’s viability.
	Grant of future	If the Company discovers an economically viable mineral
	authorisations to explore and mine	deposit that is then intends to develop, it will, among other things, require various approvals, licence and permits before it will be able to mine the deposit. There is no guarantee that the Company will be able to obtain all required approvals, licenses and permits. To the extent that required authorisations are not obtained or are delayed, the Company’s operational and financial performance may be materially adversely affected.
	Mine development	Possible future development of mining operations at the
		Projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of
		consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services. If the Company commences production on one of the Projects, its operations may be disrupted by a variety of risks and hazards which are beyond the control of the Company. No assurance can be given that the Company will achieve mmril ibilit thrh th dlmnt f th Prt
		coeca vay oug e eveope o e ojecs. The risks associated with the development of a mine will be considered in full should the Projects reach that stage and will be managed with ongoing consideration of stakeholder interests.
	Environmental	The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining
		operations, the Company’s activities are expected to have an impact on the environment, particularlyif advanced

		Risk	Risk
	Risk Category	Risk

		exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or
		environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with
		environmental laws or regulations. The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive. Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can
		result in the delay to anticipated exploration programs or mining activities.
	Regulatory Compliance	The Company’s operating activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native
		title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities. While the Company believes that it is in substantial compliance with all material current laws and regulations, agreements or changes in their enforcement or regulatory interpretation could
		result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Company or its properties, which could have a material adverse impact on the Company’s current operations or planned development projects. Obtaining necessary permits can be a time-consuming process and there is a risk that Company will not obtain these permits tbl t i til t ll Th t
		on accepae erms, n a mey manner or a a. e coss and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities In extreme cases failure could result in susension of
		. , p the Company’s activities or forfeiture of one or more of the Tenements.

7.4 General risks

	Risk Category	Risk
	Additional requirements for capital	The Company’s capital requirements depend on numerous factors. The Company may require further financing in addition to amounts raised under the Capital Raising Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing
		as needed, it may be required to reduce the scope of its operations and scale back its exploration programs as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.
	Reliance on key personnel	The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on
		its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment. The Company’s future depends, in part, on its ability to attract and retain key personnel. It may not be able to hire and retain such personnel at compensation levels consistent with its existing compensation and salary structure. Its future also depends on the
		continued contributions of its executive management team and other key management and technical personnel, the loss of whose services would be difficult to replace. In addition, the inability to continue to attract appropriately qualified personnel could have a material adverse effect on the Company’s business.
	Economic	General economic conditions, introduction of tax reform, new
		legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities. If activities cannot be funded, there is a risk that the Projects may have to be surrendered or not renewed. General economic conditions may also affect the value of the Company and its valuation regardless of its actual performance.
	Competition risk	The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.
	Currently no market	There is currently no public market for the Company’s Shares, the price of its Shares is subject to uncertainty and there can be no assurance that an active market for the Company’s Shares will develop or continue after the Offers. The price at which the Company’s Shares trade on ASX after listing may be higher or lower than the issue price of Shares offered under this Prospectus and could be subject to fluctuations in resonse to variations in oeratin erformance and eneral
		p pg p g operations and business risk, as well as external operating factors over which the Directors and the Company have no control, such

		Risk	Risk
	Risk Category	Risk

		as movements in mineral prices and exchange rates, changes to government policy, legislation or regulation and other events or factors. There can be no guarantee that an active market in the Company’s Shares will develop or that the price of the Shares will increase. There may be relatively few or many potential buyers or sellers of the Shares on ASX at any given time. This may increase the volatility of the market price of the Shares. It may also affect
		the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is above or below the price that Shareholders paid.
	Market conditions	Share market conditions may affect the value of the Company’s Shares regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:
		(a) general economic outlook; (b) introduction of tax reform or other new legislation; (c) interest rates and inflation rates; (d) changes in investor sentiment toward particular market sectors; (e) the demand for, and supply of, capital; and (f) terrorism or other hostilities.
		The market price of Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company. Applicants should be aware that there are risks associated with
		any securities investment. Securities listed on the stock market, and in particular securities of exploration companies experience extreme price and volume fluctuations that have often been unrelated to the operating performance of such companies. These factors may materially affect the market price of the shares regardless of the Company’s performance. Further, after the end of the relevant escrow periods affecting Shares in the Company, a significant sale of then tradeable Shares
		(or the market perception that such a sale might occur) could have an adverse effect on the Company’s Share price. Please refer to Section 5.8 for further details on the Shares likely to be classified by the ASX as restricted securities.
	Commodity price volatility and exchange rate ik	If the Company achieves success leading to mineral production, the revenue it will derive through the sale of product exposes the potential income of the Company to commodity price and h t ik Cdit i fltt d fftd
	rss	excange rae rss. ommoy prces ucuae an are aece by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company will be taken into account in
		Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States

		Risk	Risk
	Risk Category	Risk

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

7.5 Investment speculative

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

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

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

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

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8. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

8.1 Directors and key personnel

The Board of the Company consists of:

(a) Richard Bevan – Non-Executive Chairperson

Mr Bevan has been involved in businesses areas as diverse as healthcare, construction and engineering, resources and information services. He has extensive senior management experience having been the Managing Director, CEO and Chairperson of several listed and unlisted companies, including most recently being the founding Managing Director of Cassini Resources Limited.

In October 2020, Cassini Resources was acquired by OZ Minerals Limited (ASX:OZL) via a Scheme of Arrangement. Mr Bevan continues his involvement with OZ Minerals as the WA Advisor to the West Musgrave Project.

Mr Bevan is currently Non-executive Chairperson of Narryer Metals Ltd (ASX:NYM), a non-executive Director of Empired Limited (ASX: EPD) and Cannon Resources Limited (ASX: CNR).

The Board considers that Mr Bevan is an independent Director.

(b) Phil Warren – Non-Executive Director

Phil Warren is a chartered accountant who started his career in the Perth office of Arthur Andersen in the Business Consulting division.

Mr Warren has over 20 years of experience in finance and corporate roles in Australia and Europe. He has specialised in company valuations, mergers and acquisitions, capital raisings, debt financing, financial management, corporate governance and company secretarial services for a number of public and private companies.

Mr Warren is executive director of West Perth-based corporate advisory firm Grange Consulting and Grange Capital Partners.

The Board considers that Mr Warren is an independent Director.

Mr Miles graduated as a geologist from the Australian National University in Canberra and has gained over 25 years of experience in the exploration and delineation of mineral resources and has led successful teams in the discovery of new precious and base metal deposits throughout Australia.

Mr Miles is the Chief Executive Officer of Caspin Resources Ltd which is actively exploring the Yarawindah Brook Project and Mount Squires Projects in Western Australia. Previous leadership roles have included executive and non-executive board positions with numerous junior mining companies, providing expertise in exploration, project management and acquisitions.

Greg is a member of the Australian Institute of Geoscientists.

Mr Miles was a director of Cove Resources Limited (ASX:CVE) ( CVE ) when CVE’s shares were voluntarily suspended from trading on 22 July 2013. On 17 January 2014, CVE appointed administrators. On 28 May 2015, a deed of company arrangement was effectuated and the Company was reinstated to official quotation on 2 June 2015. Mr Miles resigned as a director of CVE on 30 June 2015.

The Board considers that Mr Miles is an independent Director.

8.2 Key management

(a) Kathryn Cutler – Chief Executive Officer

Ms Cutler is a geologist who graduated from the Western Australian School of Mines and has over 15 years’ experience in the resource industry in Australia. Ms Cutler commenced her career with Newmont Mining and Atlas Iron Limited.

For the past five years Ms Cutler has held the position of Exploration Manager for two ASX-listed gold company’s, Saturn Metals Limited (ASX:STN) and Aruma Resources (ASX:AAJ). Ms Cutler was responsible for managing the exploration and operation of the relevant gold projects based in Western Australia (Kalgoorlie and Leonora) and New South Wales (West Wyalong).

Ms Cutler previously worked for Blackham Resources focussing on the Wiluna Gold Project, as a Senior Geologist, taking the company through exploration, resource development, pre-feasibility and feasibility studies, and into production.

Ms Cutler has a Bachelor of Science (Mining Geology and Mineral Exploration) from the Western Australian School of Mines and Bachelor of Science, Honours (Applied Geology) from Curtin University, and is a Member of the Australasian Institute in Mining and Metallurgy (AusIMM).

(b) Emma Wates – Joint Company Secretary

Ms Wates is a director of Grange Consulting Group with over 15 years’ experience providing corporate advisory and company secretarial services, including capital raising, compliance, governance and valuation advice.

Ms Wates has advised on a number of successful ASX listings as well as being involved in various secondary and seed capital raisings for public and private companies. Emma has acted as Company Secretary for a number of ASX listed companies. Emma is a Chartered Accountant and senior associate of FINSIA.

Mr O’Brien is a corporate advisor at Grange Consulting where he specialises in corporate advisory, company secretarial and financial management services.

Mr O’Brien is a qualified chartered accountant and, prior to joining Grange, spent four years in external audit at one of the leading international Audit, Tax & Advisory firms focused on engagements across the natural resources and industrial sectors. Following this he spent two years in the firm’s Corporate Finance division where he was focused on due diligence, expert reports, valuations and ASX listings.

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

8.3 Director’s and CEOs participation in the Capital Raising Offer

As at the date of this Prospectus, the Directors or their nominees have advised that they intend to participate in the Capital Raising Offer as follows:

(a) Richard Bevan has advised that he intends to subscribe for up to 350,000 Shares in the Capital Raising Offer;
(b) Phil Warren has advised that he intends to subscribe for up to 100,000 Shares in the Capital Raising Offer; and
(c) Greg Miles has advised that he intends to subscribe for up to 250,000 Shares in the Capital Raising Offer; and
(d) Kathryn Cutler has advised that she intends to subscribe for up to 150,000 Shares in the Capital Raising Offer.

8.4 Disclosure of interests

Remuneration

Given that the Company was incorporated on 21 January 2021, the Directors did not receive any remuneration for the financial year ended 30 June 2020. In addition, the Directors did not receive any remuneration for the financial year ended 30 June 2021 as they were not appointed until 18 August 2021.

The projected remuneration packages for the Directors and the Company’s Chief Executive Officer are set out in the table below.

	Remuneration for the year ended	Projected Remuneration for the year ending
	30 June 20211	30 June 20222
Phil Warren3	Nil	$22,500
Richard Bevan	Nil	$30,000
Greg Miles	Nil	$22,500
Kathryn Cutler	Nil	$145,000
Paul L’Herpiniere4	Nil	Nil

		Projected Remuneration for the
	Remuneration for the	Projected Remuneration for the
	year ended 30 June 20211	year ending 30 June 20222
Sonu Cheema4	Nil	Nil
Jason Rogers4	Nil	Nil
Geoffrey McNamara5	Nil	Nil

Peter Stuntz5	Nil	Nil

Notes:

The Company was incorporated on 21 January 2021.
Includes per annum base salary or directors’ fees (as applicable), pro-rated for 6 months (assuming an admission date of 31 December 2021) to 30 June 2021.
Mr Warren is the Managing Director and a shareholder of Grange Consulting. Mr Warren has separately been appointed as a non-executive director of the Company. The Company has engaged Grange Consulting to provide corporate advisory and transaction management services in consideration for a fee of $60,000 (excl. GST) plus 3,000,000 Advisor Options. Refer to Sections 9.3.2 and 9.3.3 for the key terms of the agreements entered into with Grange Consulting.
Mr L’Herpiniere, Mr Cheema and Mr Rogers resigned as Directors on 18 August 2021.
Mr McNamara and Mr Stuntz resigned as Directors on 2 July 2021.

Interests in Securities

As at the date of this Prospectus

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

	Shares	Options	Performance Rights	Percentage (%)
Phil Warren1,2	200,000	-	-	0.9
Richard Bevan1	300,000	-	-	1.4
Greg Miles1	200,000	-	-	0.9
Kathryn Cutler	300,000	-	-	1.4
Paul L’Herpiniere3	1,620,632	-	-	7.4
Sonu Cheema3	-	-	-	0.0
Jason Rogers3	1497160	-	-	68
	,,			.
Geoffrey McNamara4	636,361	-	-	2.9
Peter Stuntz4	921,917	-	-	4.2

Notes:

Mr Warren, Mr Bevan and Mr Miles were appointed as Directors on 18 August 2021
Mr Warren is the Managing Director and a shareholder of Grange Consulting. Mr Warren has separately been appointed as a non-executive director of the Company. The Company has engaged Grange Consulting to provide corporate advisory and transaction

management services in consideration for a fee of $60,000 (excl. GST) plus 3,000,000 Advisor Options. Refer to Sections 9.3.2 and 9.3.3 for the key terms of the agreements entered into with Grange Consulting.

Mr L’Herpiniere, Mr Cheema and Mr Rogers resigned as Directors on 18 August 2021.
Mr McNamara and Mr Stuntz resigned as Directors on 2 July 2021.

Post-completion of the Offers – Minimum Subscription

	Shares	Options	Performance	Percentage	Percentage
			Rights	(%) (Undiluted)	(%) (Fully Diluted)
Phil Warren2,3	300,000	500,000	880,000	0.6	2.6
Richard Bevan2	650,000	700,000	1,400,000	1.3	4.3
Greg Miles2	450,000	500,000	880,000	0.9	2.9
Kathryn Cutler	450,000	800,000	1,950,000	0.9	5.0
Paul L’Herpiniere4	1,620,632	-	-	3.1	2.5
Sonu	-	-	-	0.0	0.0
Cheema4
Jason Rogers4	1,497,160	-	-	2.9	2.4
Geoffrey McNamara5	636,361	-	-	1.2	1.0
Peter Stuntz5	921,917	-	-	1.8	1.4

Notes:

The Shareholding outlined above assumes that each of the current Directors and CEO participates in the Capital Raising Offer, in accordance with their intentions set out in Section 8.3 that the former Directors do not subscribe and receive additional Shares pursuant to the Capital Raising Offer.
Mr Warren, Mr Bevan and Mr Miles were appointed as Directors on 18 August 2021.
Mr Warren is the Managing Director and a shareholder of Grange Consulting. Mr Warren has separately been appointed as a non-executive director of the Company. The Company has engaged Grange Consulting to provide corporate advisory and transaction management services in consideration for a fee of $60,000 (excl. GST) plus 3,000,000 Advisor Options. Refer to Sections 9.3.2 and 9.3.3 for the key terms of the agreements entered into with Grange Consulting.
Mr L’Herpiniere, Mr Cheema and Mr Rogers resigned as Directors on 18 August 2021.
Mr McNamara and Mr Stuntz resigned as Directors on 2 July 2021.

The Company’s constitution provides that the remuneration of non-executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for non-executive Directors is $300,000 per annum although may be varied by ordinary resolution of the Shareholders in general meeting.

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

8.5 Agreements with Directors and related parties

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

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and
(b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter.

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

8.6 Corporate governance

(a) ASX Corporate Governance Council Principles and Recommendations

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

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

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

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

(b) Board of Directors

The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(i) maintain and increase Shareholder value;

(ii) ensure a prudential and ethical basis for the Company’s conduct and activities consistent with the Company’s stated values; and
(iii) ensure compliance with the Company’s legal and regulatory objectives.

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

(i) leading and setting the strategic direction, values and objectives of the Company;
(ii) appointing the Chairperson of the Board, Managing Director or Chief Executive Officer and approving the appointment of senior executives and the Company Secretary;
(iii) overseeing the implementation of the Company’s strategic objectives, values, code of conduct and performance generally;
(iv) approving operating budgets, major capital expenditure and significant acquisitions and divestitures;
(v) overseeing the integrity of the Company’s accounting and corporate reporting systems, including any external audit (satisfying itself financial statements released to the market fairly and accurately reflect the Company’s financial position and performance);
(vi) establishing procedures for verifying the integrity of those periodic reports which are not audited or reviewed by an external auditor, to ensure that each periodic report is materially accurate, balanced and provides investors with appropriate information to make informed investment decisions;
(vii) overseeing the Company’s procedures and processes for making timely and balanced disclosure of all material information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;
(viii) reviewing, ratifying and monitoring the effectiveness of the Company’s risk management framework, corporate governance policies and systems designed to ensure legal compliance; and
(ix) approving the Company’s remuneration framework.

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

(c) Composition of the Board

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

(i) membership of the Board of Directors will be reviewed regularly to ensure the mix of skills and expertise is appropriate; and
(ii) the composition of the Board has been structured so as to provide the Company with an adequate mix of directors with industry knowledge, technical, commercial and financial skills together with integrity and judgment considered necessary to represent Shareholders and fulfil the business objectives and values of the Company as well as to deal with new and emerging business and governance issues.

The Board currently consists of three non-executive independent Directors. The Board considers the current balance of skills and expertise to be appropriate given the Company for its currently planned level of activity.

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

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

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

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

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

(d) Identification and management of risk

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

(e) Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards and to conducting all of the Company’s business activities fairly, honestly with integrity, and in compliance with all applicable laws, rules and regulations. In particular, the Company and the Board are committed to preventing any form of bribery or corruption

and to upholding all laws relevant to these issues as set out in in the Company’s Anti-Bribery and Anti-Corruption Policy. In addition, the Company encourages reporting of actual and suspected violations of the Company’s Code of Conduct or other instances of illegal, unethical or improper conduct. The Company and the Board provide effective protection from victimisation or dismissal to those reporting such conduct as set out in its Whistleblower Protection Policy.

(f) Independent professional advice

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

(g) Remuneration arrangements

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

In accordance with the Constitution, the total maximum remuneration of non-executive Directors is initially set by the Board and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $300,000 per annum.

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

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

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

(h) Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the managing director). The policy generally provides that, the

written acknowledgement of the Chair (or the Board in the case of the Chairperson) must be obtained prior to trading.

(i) External audit

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

(j) Audit committee

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

(i) monitoring and reviewing any matters of significance affecting financial reporting and compliance;
(ii) verifying the integrity of those periodic reports which are not audited or reviewed by an external auditor;
(iii) monitoring and reviewing the Company’s internal audit and financial control system, risk management systems; and
(iv) management of the Company’s relationships with external auditors.

(k) Diversity policy

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

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

(l) Departures from Recommendations

Under the ASX Listing Rules the Company will be required to provide a statement in its annual financial report or on its website disclosing the extent to which it has followed the Recommendations during each reporting period. Where the Company has not followed a Recommendation, it must identify the Recommendation that has not been followed and give reasons for not following it.

The Company’s compliance and departures from the Recommendations will also be announced prior to admission to the Official List of the ASX.

9. MATERIAL CONTRACTS

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

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

9.1 Lead Manager Mandate

The Company has signed a mandate letter to engage Canaccord to act as lead manager of the Capital Raising Offer ( Lead Manager Mandate ). The material terms and conditions of which are summarised below:

	Fees	Under the terms of this engagement the Company will pay Canaccord (a) a management fee of 2.0 % of total funds raised under the Prospectus plus GST; (b) a 4.0 % capital raising fee on funds raised under the
		Prospectus. Canaccord will be responsible for paying (at its own cost) any fees to be paid to other participating brokers. (c) any reasonable disbursements and out of pocket expenses and travel expenses incurred by Canaccord in connection with the Capital Raising Offer.
	Broker	In addition to the above fees, the Company has agreed to issue the
	Options	Lead Manager 500,000 Broker Options. The terms of the Broker Options are set out in Section 10.3.
	Termination Events	The Lead Manager Mandate may be terminated by Canaccord or the Company by written notice at any time with or without cause upon 7 days written notice to the other party.
	Scope of	The Lead Manager’s role will include
	Work/Services	(a) providing advice as to the appropriate timing (including preparing a timetable for the Capital Raising Offer), pricing and structuring of the Capital Raising Offer; (b) in conjunction with the Company’s professional advisers, assisting with dealings with ASIC and ASX in relation to the Capital Raising Offer; (c) assisting the Company with its due diligence process in respect of the Capital Raising Offer;
		(d) assisting and providing input on the framework and content of the Prospectus (e) liaising as reasonably necessary with the Company’s legal, accounting, taxation and other regulatory advisers; (f) subject to the satisfaction of the Company’s spread requirements under the ASX Listing Rules, consulting with the Company to determine the allocation policy in connection
		with the Capital Raising Offer (with the final policy to be at

		the sole and absolute discretion of the Company) and co- ordinating the allocation process;	the sole and absolute discretion of the Company) and co- ordinating the allocation process;
		the sole and absolute discretion of the Company) and co- ordinating the allocation process;
		(g) assisting in preparation of investor presentation materials and the marketing of the Capital Raising Offer; (h) holding and maintaining all necessary licences and authorisations, including an AFSL, necessary for the Lead Manager to conduct the Mandate; (i) conducting detailed internal sales briefings; (j) organising pre Prospectus lodgement investor roadshow
		presentations; (k) assisting in the Capital Raising Offer application process and other administration aspects; (l) providing strategic market advice as required during the Capital Raising Offer; and (m) providing such other assistance to the Company in connection to the Capital Raising Offer as agreed in writing
		from time to time.
	Right of First Refusal	In the event that during the period of twelve months from the completion of the Capital Raising Offer , the Company undertakes any equity or hybrid capital raising (“Subsequent Offer”), the Company agrees to offer the Lead Manager the opportunity to act as sole and exclusive lead manager and bookrunner to the Subsequent Offer and will pay the Lead Manager a fee to be agreed between the Company and the Lead Manager (such agreement not
		to be unreasonably withheld).

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

9.2 Operational Agreements

9.2.1 Option and Joint Venture Agreement

	First Option	(First Option) – AAM Australia has granted Numberco an option to acquire a 38% interest in the Ravenswood North Project. To exercise this option, Numberco must: (a) make a non-refundable cash payment of A$200,000 before
		1 October 2021; and (b) subject to receiving FIRB approval for the exercise of this option, issue AAM Australia C$850,00 worth of Numberco shares (First Option Shares).
	Second Option	(Second Option) Subject to Numberco exercising the First Option, AAM Australia has granted Numberco an option to acquire an additional 13% interest in the Ravenswood North Project (increasing
		total Interest to 51%). To exercise the option Numberco must:

		(a) provide written notice to AAM Australia no later than 30 days following exercise of the First Option that it elects to proceed	(a) provide written notice to AAM Australia no later than 30 days following exercise of the First Option that it elects to proceed
		(a) provide written notice to AAM Australia no later than 30 days following exercise of the First Option that it elects to proceed
		with the Second Option; and (b) incur expenditure on the Ravenswood North Project in the amount of A$400,000 between the period 1 January 2022 and 31 December 2022.
	Third Option	(Third Option) Subject to Numberco exercising the Second Option , AAM Australia grants Numberco an option to acquire an additional 9% interest in the Ravenswood North Project (increasing total Interest
		to 60%). To exercise the option Numberco must: (a) provide written notice to AAM Australia no later than 30 days following exercise of the Second Option that it elects to proceed with the Third Option; and (b) on or before 24 months after completion of the Going Public Transaction incur additional expenditure on the Ravenswood North Project in the amount of A$900,000.
		Going Public Transactionmeans an initial public offering, reverse takeover, direct listing, or similar transaction which results in the listing of the shares or Numberco or a company that acquired Numberco on a stock exchange in Canada or the United States
	Fourth Option	(Fourth Option) Subject to Numberco exercising the Third Option, AAM Australia grants Numberco an option to acquire an additional 10% interest in the Ravenswood North Project (increasing total Interest
		to 70%). To exercise the option Numberco must: (a) provide written notice to AAM Australia no later than 30 days following exercise of the Third Option that it elects to proceed with the Fourth Option; and (b) on or before 36 months after completion of the Going Public Transaction incur additional expenditure on the Ravenswood North Project in the amount of A$1000000
		,,.
	Management Committee	The parties will, as soon as practicable after the date that the First Option is exercised (Effective Date), establish a Management Committee consisting of a member and an alternate member of each party.
	Operator	From the Effective Date and subject to the right of the Management Committee to change or appoint the Operator and to the
		Management Committee’s general direction and control, AAM Australia will act as the initial Operator under this agreement.
	Joint Venture Agreement	At the end of the earn-in period, the parties shall be deemed to have automatically formed a joint venture for the further exploration and development of the Ravenswood North Project and the parties shall, as soon as reasonably practicable, enter into a full form joint venture agreement.

The Option and Joint Venture Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).

9.2.2 AAM Share Sale Agreement

On 23 April 2021, the Company entered into a share sale agreement ( AAM Share Sale Agreement ) with AAM Singapore, under which the Company acquired:

(a) 100% of the fully paid ordinary shares in AAM Australia;
(b) 100% of the fully paid ordinary shares in IBI; and
(c) 25% of the fully paid ordinary shares in IBB,

( Acquisition ).

The Company paid AAM Singapore nominal cash consideration for the completion of the Acquisition.

The AAM Share Sale Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties).

9.2.3 FMG Agreement

On 26 March 2020, IBB and FMG Resources Pty Ltd ( FMG ) executed a letter agreement, pursuant to which agreed to surrender exploration licenses E52/3141 and E52/3116 ( Surrendered Tenements ) in consideration for a $50,000 cash payment from FMG ( FMG Agreement ).

Under the FMG Agreement (as amended), the parties also agreed to enter into a full form royalty agreement, under which FMG must grant IBB a 1% royalty of net proceeds of production from any copper discoveries extracted from the tenements that are granted over the same land that comprised the Surrendered Tenements ( Replacement Tenements ) until the earlier of $10,000,000 or 10 years.

It was also agreed under the FMG Agreement that FMG must pay IBB:

(a) $100,000 (plus GST) if FMG is the holder of the Replacement Tenements on the date that is three years after the date of grant of the last of the Replacement Tenements; and
(b) a further $100,000 if FMG is the holder of the Replacement Tenements on the date that is five years after the date of grant of the last of the Replacement Tenements.

FMG must not surrender any part or whole of Replacement Tenements without first offering in writing to transfer the part or whole of the Replacement Tenement to IBB for $1.

9.3 Agreements with Directors and management/related parties

9.3.1 Executive Service Agreement – Chief Executive Officer

On 4 November 2021, the Company entered into an executive services agreement with Ms Kathryn Cutler, pursuant to which the Company appointed Ms Cuter the Company’s Chief Executive Officer (CEO ESA).

The material terms of the CEO ESA are as follows:

		Ms Cutler’s term as the Company’s CEO commenced on 15 September 2021 (Commencement Date) and will continue until the	Ms Cutler’s term as the Company’s CEO commenced on 15 September 2021 (Commencement Date) and will continue until the
	Term	Ms Cutler’s term as the Company’s CEO commenced on 15 September 2021 (Commencement Date) and will continue until the
		CEO ESA is terminated on its terms (Term).
	Salary	For the period commencing on the Commencement Date and concluding on completion of the IPO, Ms Cutler will receive $10,000 per month. Following Admission to the Official List, the Company will pay Ms Cutler $220,000 per annum (exclusive of superannuation).

	Performance Rights	The Company has agreed to issue Ms Cutler the following Performance Rights: (a) 1,000,000 Class A Performance Rights; (b) 750,000 Class B Performance Rights; and (c) 200,000 Class C Performance Rights. The terms of these Performance Rights (including their milestones) are set out in Section 10.4.
	Termination	The termination provisions in the CEO ESA are on standard commercial terms and generally require a minimum period of notice prior to termination. In the event that the Company elects to terminate the CEO ESA without reason, it must provide Ms Cutler three months’ notice or pay Ms Cutler the salary payable over a three month period.

The CEO ESA otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties, termination and confidentiality provisions).

9.3.2 Company Secretarial and Financial Management Agreement

The Company has engaged Grange Consulting to provide company secretarial and financial management services to the Company on the following terms:

		Grange Consulting will receive: (a) $10,000 (excluding GST) for company secretarial and financial management services provided prior to listing on ASX; and (b) $10,000 (excluding GST) per month for company secretarial and financial management services provided following the Company’s listing on ASX.	Grange Consulting will receive: (a) $10,000 (excluding GST) for company secretarial and financial management services provided prior to listing on ASX; and (b) $10,000 (excluding GST) per month for company secretarial and financial management services provided following the Company’s listing on ASX.
	Fees	Grange Consulting will receive: (a) $10,000 (excluding GST) for company secretarial and financial management services provided prior to listing on ASX; and (b) $10,000 (excluding GST) per month for company secretarial and financial management services provided following the Company’s listing on ASX.
	Term	The engagement commenced on 15 October 2021 and continues until terminated
	Termination	The mandate can be terminated by either party by giving 60 days’ notice in writing.

The Company Secretarial and Financial Management Services Agreement otherwise contains provisions considered standard for an agreement of its nature.

Emma Wates is a director and shareholder of Grange Consulting and a Joint Company Secretary of the Company. Ms Wates will be primarily responsible for carrying out the Company’s company secretarial and corporate advisory services, assisted by other members of the Grange Consulting team as required.

Phil Warren is the Managing Director and a shareholder of Grange Consulting. Mr Warren has separately been appointed as a non-executive director of the Company. Mr Warren and the Board will manage any conflicts of interest or

perceived conflicts that may arise as a result of Grange Consulting’s appointment by ensuring that Mr Warren does not participate in any Board deliberations or votes in relation to the Grange Consulting’s engagement in the usual manner. The other directors consider Mr Warren to be an appropriate appointment for the Board, given his wealth of experience as a director, company secretary and CFO of ASX listed companies.

9.3.3 Transaction Management Mandate

The Company has engaged Grange Consulting to provide advisory services to the Company in respect the Company’s restructure and transaction management services in respect to the Company’s initial public offering of its Shares. Mr Warren and Ms Wates’ interests in Grange are set out above.

Remuneration Grange Consulting will receive a $60,000 (excluding GST) cash fee payable in $10,000 monthly instalments with the balance payable on successful admission to ASX and 3,000,000 Options exercisable at $0.30 on the date that is four years after the issue of the Options. Term The engagement commenced on 15 October 2021 and will continue until: (a) the date of quotation of the Company on ASX; or (b) the engagement is terminated by mutual agreement or by either party giving 60 days’ notice in writing.

The Transaction Management Mandate otherwise contains provisions considered standard for an agreement of its nature.

9.3.4 Non-executive Director appointments

Mr Bevan has entered into an appointment letter with the Company to act in the capacity of non-executive Chairman and Mr Miles and Mr Warren have entered into appointment letters with the Company to act in the capacity of nonexecutive Directors. These Directors will receive the remuneration set out in Section 8.4.

9.3.5 Deeds of indemnity, insurance and access

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

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10. ADDITIONAL INFORMATION

10.1 Litigation

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

10.2 Rights and liabilities attaching to Shares

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

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

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting rights

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

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare

a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

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

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Winding-up

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

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

(e) Shareholder liability

As the Shares issued will be fully paid shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(f) Transfer of shares

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

(g) Future increase in capital

The issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the ASX Listing Rules, the Constitution and the Corporations

Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

(h) Variation of rights

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

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

(i) Alteration of constitution

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

10.3 Director and Management, Broker and Advisor Options

The Company will, prior to Admission, issue:

(a) 3,000,000 Options to Directors and key management personnel ( Director and Management Options );
(b) 500,000 Options to the Lead Manager under the Option Offer and otherwise in accordance with the Lead Manager Mandate ( Broker Options ); and
(c) 3,000,000 Options to Grange Consulting (or its nominees) under the Option Offer and otherwise in accordance with the Transaction Management Mandate ( Advisor Options ).

The terms of the Director and Management Options, Broker Options and Advisor Options are as follows

(a) Entitlement

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

(b) Exercise Price

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

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the fourth anniversary of its date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e) Notice of Exercise

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

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 5 Business Days after the latter of the following:

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

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

(iii) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

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

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

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

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

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

(l) Change in exercise price

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

(m) Transferability

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

10.4 Performance Rights

The Company will, prior to Admission, issue 5,110,000 Performance Rights comprising 2,750,000 Class A Performance Rights, 1,850,000 Class B Performance Rights and 510,000 Class C Performance Rights to Directors and key management personnel.

Set out below are the terms and conditions of the Performance Rights:

(a) Conversion and Expiry

The Performance Rights will vest and become capable of conversion into fully paid ordinary shares ( Shares ) pursuant to the achievement of the following milestones (each being a Milestone ):

Tranche	Milestone	Expiry Date
Class A Performance	Each Class A Performance Right will vest and convert (at the election of the holder) into one	Five (5) years from
Rights	Share upon the Company achieving a volume weighted average price for 20 consecutive trading days (20 Day VWAP) exceeding $0.40.	the date of issue.
Class B Performance Rights	Each Class B Performance Right will vest and convert (at the election of the holder) into one Share upon the Company achieving a 20 Day VWAP exceeding $0.60.	Five (5) years from the date of issue.
Class C Performance Rights	Each Class C Performance Right will vest and convert (at the election of the holder) into one Share upon the Company achieving a 20 Day VWAP exceeding $0.70.	Five (5) years from the date of issue.

When each Milestone is achieved, the Performance Rights in the applicable Class will vest and, at the election of the holder, convert into Shares on a one-for-one basis. All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

(b) Notification to holder

The Company shall notify the holder in writing when the Milestone has been satisfied.

(c) Conversion

Subject to paragraph (m), upon vesting, each Performance Right will, at the election of the holder, convert into one (1) Share.

(d) Share ranking

All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

(e) Application to ASX

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

(f) Transfer of Performance Rights

The Performance Rights are not transferable.

(g) Lapse of a Performance Right

If the Milestone attached to the relevant Performance Right has not been satisfied within the time period set out in paragraph (a), the relevant Performance Rights will automatically lapse.

(h) Participation in new issues

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

(i) Reorganisation of capital

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

(j) Adjustment for bonus issue

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

(k) Dividend and Voting Rights

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

(l) Change in Control

Subject to paragraph (m), upon:

(i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:
(A) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and
(B) having been declared unconditional by the bidder.
(ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

then, to the extent Performance Rights have not converted into Shares due to satisfaction of the Milestone, Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a onefor-one basis.

(m) Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right under paragraph (c) or (l) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

(i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and
(ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (m)(i) within seven days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.
(n) No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

(o) Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

(p) No other rights

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

(q) Subdivision 83AC-C

Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Performance Rights.

(r) Leaving the Company

If a holder of Performance Rights ceases to be an employee of the Company by reason of resignation or termination for cause, any unvested Performance Rights will lapse or be forfeited (as the case may be) unless the Board determines otherwise. However, all of the holder’s Performance Rights will vest and, then on exercise by the holder, convert into Shares in the following circumstances:

(i) death or total and permanent disablement;
(ii) redundancy;
(iii) retirement; or
(iv) termination by agreement.

The following additional information is provided with respect to the Performance Rights issued to the Directors and the CEO (the Recipients ) (or their nominees):

(a) The number of Performance Rights issued to the Recipients (or their nominees) is as follows:

	Holder	Number of Performance Rights

	Phil Warren	880,0001
	Richard Bevan	1,400,0002
	Greg Miles	880,0003
	Kathryn Cutler	1,950,0004
	Total	5,110,000

Notes:

Consisting of 500,000 Class A Performance Rights, 300,000 Class B Performance Rights and 80,000 Class C Performance Rights.
Consisting of 750,000 Class A Performance Rights, 500,000 Class B Performance Rights and 150,000 Class C Performance Rights.
Consisting of 500,000 Class A Performance Rights, 300,000 Class B Performance Rights and 80,000 Class C Performance Rights.
Consisting of 1,000,000 Class A Performance Rights, 750,000 Class B Performance Rights and 200,000 Class C Performance Rights.
(b) The Performance Rights are being issued to the Recipients as part of their respective remuneration packages, in order to link part of the remuneration payable to the Recipients to specific performance milestones set out in Section 10.4(a) above. The Performance Rights are being issued to incentivise the Recipients and are not ordinary course of business remuneration securities.
(c) A summary of the executive services agreement for Ms Cutler and the non-executive director appointment letters for the Directors are included at Sections 9.3.1 and 9.3.4 respectively.

Each of the Recipients will play a key role in executing the Company’s business model (as set out in Sections 5.3 and 5.4), which is directly aligned with the performance milestones for the Performance Rights as follows:

(i) as Directors, Messrs Warren, Bevan and Miles will be responsible for, among other things, directing the operations of the Company and providing recommendations of a strategic nature to board members.

(ii) as the Company’s Chief Executive Officer, Ms Cutler will be responsible for, among other things, the management of the organisation and operations of the Company.
(d) Details of the existing total remuneration packages of each of the Recipients are disclosed at Section 8.3.
(e) The security holdings of each of the Recipients on completion of the Capital Raising Offer, are disclosed in Section 8.3.
(f) The Performance Rights have been issued as part of the Recipients’ remuneration packages.

The Company considers it necessary and appropriate to further remunerate and incentivise the Recipients to achieve the applicable performance milestones for the following reasons:

(i) the issue of Performance Rights to the Recipients will further align the interests of the Recipients with those of Shareholders;
(ii) the Performance Rights are unlisted, therefore the grant of the Performance Rights has no immediate dilutionary impact on Shareholders;
(iii) the issue of the Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Recipients; and
(iv) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Performance Rights on the terms proposed.
(g) The number of Performance Rights to be issued to each of the Recipients (or their nominees) was determined by the Board following arm’s length negotiations with each of the Recipients, and having regard to:
(i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;
(ii) the remuneration of the Recipients; and
(iii) incentives to attract and retain the service of the Recipients, who have the desired knowledge and expertise, while maintaining the Company’s cash reserves.
(h) The Board considers the number of Performance Rights to be appropriate and equitable for the following reasons:
(i) the Performance Rights are consistent with ASX’s policy regarding the base requirements for performance securities, which are detailed in section 9 of ASX Guidance Note 19;

(ii) the number of Shares into which the Performance Rights will convert if the milestones are achieved is fixed (one for one) which allows investors and analysts to readily understand and have reasonable certainty as to the impact on the Company’s capital structure if the milestones are achieved;
(iii) there is an appropriate link between the milestones and the purposes for which the Performance Rights are being issued and the conversion milestones are clearly articulated by reference to objective criteria;
(iv) there is an appropriate link to the benefit of Shareholders and the Company at large through the achievement of the milestones, which have been constructed so that satisfaction of the milestones will be consistent with increases in the value of Company’s business;
(v) the Performance Rights which are proposed to be issued represent a small proportion of the Company's issued capital upon listing (less than 10% of issued Share capital); and
(vi) the Performance Rights have an expiry date by which the milestones are to be achieved and, if the milestones are not achieved by that date, the Performance Rights will lapse.
(i) If the applicable milestones are met, the Performance Rights will convert into 5,110,000 Shares. This will have the following impact on the Company’s capital structure:


Prfrmn Riht n i	5110000
eoace gs o ssue	,,
Shares on issue on completion of the Offers	52,000,000
Shares on issue (on vesting and exercise of the Performance Rights)	57,100,000

10.5 Employee Securities Incentive Plan

The Company has adopted an Employee Securities Incentive Plan ( Plan ) to allow eligible participants to be granted Securities in the Company. The principle terms of the Plan are summarised below:

(a) Eligible Participant

Eligible Participant means a person who is a full-time or part-time employee, officer, or contractor of the Company, or an Associated Body Corporate (as defined in ASIC Class Order 14/1000), or such other person who has been determined by the Board to be eligible to participate in the Plan from time to time.

The Company will seek Shareholder approval for Director and related party participation in accordance with Listing Rule 10.14.

(b) Purpose

The purpose of the Plan is to:

(i) assist in the reward, retention and motivation of Eligible Participants;
(ii) link the reward of Eligible Participants to Shareholder value creation; and
(iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

(c) Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

(d) Eligibility, invitation and application

The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

(e) Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

(f) Terms of Convertible Securities

Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan. Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them unless otherwise determined by the Board. A Participant must not enter into any arrangement for the

purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

(g) Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

(h) Exercise of Convertible Securities and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Convertible Security (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

(i) Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

(j) Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly; committed an act which has brought the Company, the Group or any entity within the Group into disrepute, or wilfully breached his or her duties to the Group or where a Participant is convicted of an offence in connection with the affairs of the Group; or has a judgment entered against him or her in any civil proceedings in respect of the contravention by the Participant of his or her duties at law, in equity or under statute, in his or her capacity as an employee, consultant or officer of the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

(i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
(ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation or vesting notice.

(k) Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event provided that, in respect of Convertible Securities, the maximum number of Convertible Securities (that have not yet been exercised) that the Board may determine will vest and be exercisable into Shares under this Rule is that number of Convertible Securities that is equal to 10% of the Shares on issue immediately following vesting under this Rule, which as far as practicable will be allocated between holders on a pro-rata basis on the basis of their holdings of Convertible Securities on the date of determination of vesting.

(l) Rights attaching to Plan Shares

All Shares issued or transferred under the Plan or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

(m) Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period,

the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

(n) Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

(o) Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

(p) Compliance with applicable law

No Security may be offered, granted, vested or exercised if to do so would contravene any applicable law. In particular, the Company must have reasonable grounds to believe, when making an invitation, that the total number of Plan Shares that may be issued upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous three year period under:

(i) an employee incentive scheme of the Company covered by ASIC Class Order 14/1000; or
(ii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme,

but disregarding any offer made or securities issued in the capital of the Company by way of or as a result of:

(iii) an offer to a person situated at the time of receipt of the offer outside Australia;
(iv) an offer that did not need disclosure to investors because of section 708 of the Corporations Act (exempts the requirement for a disclosure document for the issue of securities in certain circumstances to investors who are deemed to have sufficient investment knowledge to make informed decisions, including professional investors, sophisticated investors and senior managers of the Company); or
(v) an offer made under a disclosure document,

would not exceed 5% (or such other maximum permitted under any applicable law) of the total number of Shares on issue at the date of the invitation.

(q) Maximum number of Securities

The maximum number of equity securities proposed to be issued under the Plan is 5,200,000 Securities. It is not envisaged that the maximum number of Securities will be issued immediately.

(r) Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(s) Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

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(t) Income Tax Assessment Act

The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).

10.6 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offers; or
(c) the Offers,

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

(d) as an inducement to become, or to qualify as, a Director; or
(e) for services provided in connection with:
(i) the formation or promotion of the Company; or
(ii) the Offers.

10.7 Interests of Experts and Advisers

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

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(d) the formation or promotion of the Company;
(e) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or

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(ii) the Offers; or

(f) the Offers,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

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

(h) the Offers.

AMC Consultants Pty Ltd has acted as Independent Geologist and has prepared the Independent Geologist’s Report which is included in Annexure A. The Company estimates it will pay AMC Consultants Pty Ltd a total of $39,320 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, AMC Consultants Pty Ltd has not received fees from the Company for any other services.

HLB Mann Judd (WA Partnership) has acted as Investigating Accountant and has prepared the Independent Limited Assurance Report which is included in Annexure C. The Company estimates it will pay HLB Mann Judd (WA Partnership) a total of $10,500 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, HLB Mann Judd (WA Partnership) has not received fees from the Company for any other services.

HLB Mann Judd (WA Partnership) has acted as the auditor of the Company. The Company estimates it will pay HLB Mann Judd (WA Partnership) a total of $8,500 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, HLB Mann Judd (WA Partnership) has not received fees from the Company for any other services.

Canaccord Genuity (Australia) Limited will receive those fees set out in Section 4.6 following the successful completion of the Capital Raising Offer for its services as Lead Manager to the Capital Raising Offer. Canaccord Genuity (Australia) Limited will be responsible for paying all capital raising fees that Canaccord Genuity (Australia) Limited and the Company agree with any other financial service licensees. Further details in respect to the Lead Manager Mandate with Canaccord Genuity (Australia) Limited are summarised in Section 9.1. During the 24 months preceding lodgement of this Prospectus with the ASIC, Canaccord Genuity (Australia) Limited has not received fees from the Company for any other services.

Grange Consulting has acted as corporate advisor to the Company in relation to the Capital Raising Offer. The Company estimates that it will pay Grange Consulting $60,000 (excluding GST) in relation to the Capital Raising Offer. Grange Consulting will also be offered 3,000,000 Advisor Options under the Options Offer. During the 24 months preceding lodgement of this Prospectus with the ASIC, Grange Consulting has not received fees from the Company for any other services.

Steinepreis Paganin has acted as the Australian legal advisers to the Company in relation to the Capital Raising Offer. The Company estimates it will pay Steinepreis Paganin approximately $110,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis

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Paganin has received approximately $20,000 in fees from the Company for legal services provided.

10.8 Consents

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

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section;
(b) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section; and
(c) has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

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

HLB Mann Judd (WA Partnership) has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Independent Limited Assurance Reportin Annexure C in the form and context in which the information and report is included.

HLB Mann Judd (WA Partnership) has given its written consent to being named as auditor of the Company in this Prospectus and the inclusion of the audited financial information of the Company contained in the Independent Limited Assurance Report included in Section 6 and Annexure C to this Prospectus in the form and context in which it appears.

Charter Financial Services has given its written consent to the inclusion of the audited financial information of IBB and AAM Australia contained in Section 6 and Annexure E to this Prospectus in the form and context in which it appears.

Hall Chadwick has given its written consent to the inclusion of the audited financial information of IBB contained in Section 6 and Annexure E to this Prospectus in the form and context in which it appears.

Steinepreis Paganin has given its written consent to being named as the Australian legal advisers to the Company in relation to the Capital Raising Offer in this Prospectus.

103

Canaccord Genuity (Australia) Limited has given its written consent to being named as the Lead Manager to the Company in this Prospectus.

10.9 Expenses of the Capital Raising Offer

The total expenses of the Capital Raising Offer (excluding GST) are estimated to be approximately $686,824 and are expected to be applied towards the items set out in the table below:


	Item of Expenditure	Minimum Subscription ($)
	ASIC fees	3,206
	ASX fees	77,283
	Lead Manager Fees1	360,000

	Legal Fees	110,000
	Advisor Fees2	60,000
	Independent Geologist’s Fees3	39,320
	Investigating Accountant’s Fees	10,500
	Auditor’s Fees	16,515
	Miscellaneous	10,000
	TOTAL	686,824

Notes:

Refer Section 9.1 for further details.
Refer to Section 9.3.3.
The total cost of the Independent Geologist Report was $62,787 of which approximately $23,467 was paid by AAM Singapore and $39,320 paid by the Company.

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104

11. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

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Richard Bevan Non-executive Chairperson For and on behalf of Killi Resources Limited

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12. GLOSSARY

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

$ means an Australian dollar.

AAM Australia means Access Australia Mining Pty Ltd, an entity incorporated in Australia (ACN 625 408 540).

AAM Singapore means Access Asia Mining Pte Ltd, an entity incorporated in Singapore (Company Registration Number 201502441N).

Advisor Option has the meaning given in Section 10.3.

Application Form means an online application form(s) accompanying this Prospectus relating to the Capital Raising Offer or the Option Offer.

ASIC means Australian Securities & Investments Commission.

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

ASX Listing Rules means the official listing rules of ASX.

Balfour Project means the exploration project outlined in Section 5.2.5

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

Broker means a licensed securities dealer or Australian financial services licensees selected by the Lead Manager and the Company to act as a broker for the Capital Raising Offer.

Broker Firm Offer means the offer to client of Brokers in Australia who receive a firm allocation of Shares from the Lead Manager.

Brokers Option has the meaning given in Section 10.3.

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

Canaccord means Canaccord Genuity (Australia) Limited.

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

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

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

Company or Killi means Killi Resources Limited, an entity incorporated in Australia (ACN 647 322 790).

106

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director and Management Options has the meaning outlined in Section 10.3.

Directors means the directors of the Company at the date of this Prospectus.

EL means exploration license.

Employee Securities Incentive Plan has the meaning set out in Section 10.4.

EPM means exploration permit for minerals.

Exercise Period has the meaning given in Section 10.3(d).

Exercise Price has the meaning given in Section 10.3(b).

Expiry Date has the meaning given in Section 10.3(c).

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

Historical Financial Information has the meaning given in Section 6.1.

IBB means Iron Bull Bangemall Limited, an entity incorporated in Australia (ACN 169 450 024).

IBI means Iron Bull International Holding s Limited, an entity incorporated in British Virgin Islands (BVI Company 1748231).

IGR means intrusion related gold system.

IP means induced polarization.

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

Lead Manager means Canaccord Genuity (Australia) Limited.

Lead Manager Mandate means the agreement with the Lead Manager summarised in Section 9.1.

Minimum Subscription means the minimum amount to be raised under the Capital Raising Offer, being $6,000,000.

Mt Rawdon West Project means the mineral exploration project outlined in Section 5.2.4.

Notice of Exercise has the meaning given in Section 10.3(e).

Offers means the Capital Raising Offer and the Option Offer.

Official List means the official list of ASX.

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

107

Option means an option to acquire a Share.

Option Offer means the offer of Options pursuant to this Prospectus as set out in Section 4.2.

Optionholder means a holder of an Option.

Performance Right means a performance right convertible into a Share.

Projects means the West Tanami Project, Ravenswood North Project, Mt Rawdon West Project and Balfour Project.

Prospectus means this prospectus.

Ravenswood North Project means the mineral exploration project outlined in Section 5.2.3

Recommendations has the meaning set out in Section 8.6.

Section means a Section of this Prospectus.

Securities means Shares, Options and Performance Rights.

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

Shareholder means a holder of Shares.

Tenements means the mining tenements (including applications) in which the Company has an interest as set out in Section 5.2 and further described in the Independent Geologist’s Report at Annexure A, the Solicitor’s Tenement Report at Annexure B and the JORC Code (2012 Edition) Table 1 at Annexure D, or any one of them as the context requires.

West Tanami Project means the mineral exploration project outlined in Section 5.2.2.

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

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108

ANNEXUR E A – INDEPENDENT GEOLOGIST’S REPORT

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109

AMC Consultants Pty Ltd ABN 58 008 129 164

Level 1, 12 Pirie Street Adelaide SA 5000 Australia

T +61 8 8201 1800 E [email protected] W amcconsultants.com

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Report

Independent Geologist Report

Killi Resources Limited

AMC Consultants Pty Ltd in accordance with the Australasian Code for the Public Reporting of Technical Assessments and Valuations of Mineral Assets, The VALMIN Code, 2015 Edition

Qualified Persons:

R. Carlson BSc, MSc, MAIG RPGeo (Mining and Exploration) MAusIMM, Principal Geologist A. Proudman BAppSc (GradDip), MEngSc, FAusIMM CP(Geo), Principal Geologist

AMC Project820010_6
15November2021

Unearth a smarter way

Independent Geologist Report
Killi Resources Limited

Executive summary

In 2020, Access Asia Mining Pte Ltd (Asia) engaged AMC Consultants Pty Ltd (AMC) to prepare an Independent Geologists Report (IGR) for its exploration assets in Western Australia (WA) and Queensland (QLD) (Assets). In 2021, Killi Resources Limited (Killi) acquired the exploration assets from Access Australia Minerals Ltd (AAM), a subsidiary of Asia, and engaged AMC to complete the IGR.

The IGR will be included in Killi’s prospectus, prepared by Killi Resources Limited, for an initial public offering (IPO) of up to 30,000,000 shares at an issue price of $0.20 to raise up to a total of $6 million to facilitate Killi’s admission to the Official List of the Australian Securities Exchange (ASX).

AMC has prepared this IGR in accordance with the Code for the Public Reporting of Technical Assessments and Valuations of Mineral Assets, the VALMIN Code[1] , 2015 Edition (VALMIN) and the JORC Code, 2012 Edition[2] (JORC Code). In its commission AMC believes it has complied with Australian Securities and Investment Commission regulatory guides RG 58 and RG 228 to the extent the guides are relevant, and RG 228.17 with respect to the JORC Code and the VALMIN Code. AMC's use in the Report of the terms Mineral Resources and Ore Reserves is in accordance with the JORC Code.

The Assets consist of four exploration licences in the Tanami region of WA (West Tanami), and five exploration permits for minerals (EPMs) in the Charters Towers-Ravenswood region of Queensland (Ravenswood North). There are also two exploration licence applications, one in the Pilbara region of WA (Balfour), and one in the Mt Rawdon region of Queensland (Mt Rawdon West).

The properties are classified as exploration projects, which are inherently speculative in nature, but are considered to be sufficiently prospective, subject to varying degrees of risk, to warrant further exploration and assessment of their economic potential, consistent with the proposed programs.

The West Tanami Project in WA is prospective for gold. The area has been tested in some outcrop areas. However, others are yet to be investigated in detail. Surface investigations show prospects with anomalism, and drilling that was too shallow to sufficiently investigate bedrock under cover. These remain prospective for orogenic gold mineralization, similar to that seen in other locations in the Tanami Desert. Untested outcrops within the West Tanami Project require additional work. Elsewhere anomalous zones require further investigation and prioritization. The prospectivity of the West Tanami Project is supported by the adjacent Bald Hill mine, and the potential for utilising the Coyote processing plant, neither of which are assets of Killi.

The Ravenswood North Project in QLD is prospective for gold, silver and copper. The area has been tested adequately in most outcrop areas to rule out significant near-surface potential, however, areas under the cover of the black soil plains and at depth remain prospective for Ravenswood-style intrusion-related gold systems. Gold mineralised breccia pipes have been

amcconsultants.com

Independent Geologist Report
Killi Resources Limited

identified within the excised ground at Mt Success. Untested soil and rock chip anomalies occur within the Ravenswood North Project require additional work.

The Balfour Project in WA is prospective for base metals. The Mt Rawdon West Project is prospective for gold. These tenements are currently under application and cannot be explored until they are granted.

Killi has prepared staged exploration programs, specific to the exploration potential of the projects, which is consistent with its budget allocation. AMC considers that the project areas have sufficient technical merit and evidence of previous exploration to justify the proposed programs and expenditure.

Principal sources of information considered by AMC in the preparation of the IGR are listed in Section 7.

The West Tanami exploration tenements were inspected on 18 and 19 April 2021, sighting outcrop, evidence of exploration drillhole collars, and recent mine workings adjacent to the tenements. Prospects visited included Slatey Creek and Hermes.

The Ravenswood North exploration tenements were inspected on 27 and 28 March 2021, visiting the most prospective areas of the Mt Hotspur and Mt Success Regional tenements and sighting outcrop.

AMC has not audited the information provided to it but has aimed to satisfy itself that all of the information has been prepared in accordance with proper industry standards and is based on data that AMC considers to be of acceptable quality and reliability. Where AMC has not been so satisfied, AMC has included comment in the Report and made modifications to that information in preparing the IGR.

Verification of the standing of tenements is not within the scope of this assignment. AMC has prepared this report on the basis that the material exploration tenements are in good standing.

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Quality control

The signing of this statement confirms this report has been prepared and checked in accordance with the AMC Peer Review Process.

The signatory has given permission Project to use their signature in this AMC Manager/Author document 15 November 2021 Andrew Proudman Date Peer Reviewer The signatory has given permission to use their signature in this AMC document 15 November 2021 Dean Carville Date The signatory has given permission Author to use their signature in this AMC document 15 November 2021 Rod Carlson Date

Important information about this report

Confidentiality

This document and its contents are confidential and may not be disclosed, copied, quoted or published unless AMC Consultants Pty Ltd (AMC) has given its prior written consent.

No liability

AMC accepts no liability for any loss or damage arising as a result of any person other than the named client acting in reliance on any information, opinion or advice contained in this document.

Reliance

This document may not be relied upon by any person other than the client, its officers and employees.

Information

AMC accepts no liability and gives no warranty as to the accuracy or completeness of information provided to it by or on behalf of the client or its representatives and takes no account of matters that existed when the document was transmitted to the client but which were not known to AMC until subsequently.

Precedence

This document supersedes any prior documents (whether interim or otherwise) dealing with any matter that is the subject of this document.

Recommendations

AMC accepts no liability for any matters arising if any recommendations contained in this document are not carried out, or are partially carried out, without further advice being obtained from AMC.

Outstanding fees

No person (including the client) is entitled to use or rely on this document and its contents at any time if any fees (or reimbursement of expenses) due to AMC by its client are outstanding. In those circumstances, AMC may require the return of all copies of this document.

Public reporting requirements

If a Client wishes to publish a Mineral Resource or Ore / Mineral Reserve estimate prepared by AMC, it must first obtain the Competent / Qualified Person’s written consent, not only to the estimate being published but also to the form and context of the published statement. The published statement must include a statement that the Competent / Qualified Person’s written consent has been obtained

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1	Introduction .......................................................................................................... 3	Introduction .......................................................................................................... 3	Introduction .......................................................................................................... 3
	1.1	Tenure – Western Australia ............................................................................. 3
		1.1.1	West Tanami Project, WA ................................................................ 3
		1.1.2	Balfour Project, WA ........................................................................ 4
	1.2	Tenure - Queensland ...................................................................................... 5
		1.2.1	Ravenswood North Project .............................................................. 5
		1.2.2	Mt Rawdon West Project ................................................................. 6
	1.3	Site Visit ....................................................................................................... 8
		1.3.1	Western Australia........................................................................... 8
		1.3.2	Queensland ................................................................................... 8
2	West	Tanami exploration review ............................................................................. 10
	2.1	Project description ........................................................................................ 10
	2.2	Regional and local geology ............................................................................. 11
	2.3	Historic mining ............................................................................................. 15
	2.4	Regional data ............................................................................................... 15
	2.5	Exploration .................................................................................................. 21
		2.5.1	E80/5103 Tent Hill ........................................................................ 22
			2.5.1.1 Tent Hill ........................................................................... 22
			2.5.1.2 Tahiti ............................................................................... 25
			2.5.1.3 Mondengo ........................................................................ 26
			2.5.1.4 E 80/5103 prospectivity ..................................................... 26
		2.5.2	E80/5102 Hermes – Yosemite......................................................... 27
			2.5.2.1 Hermes ............................................................................ 27
			2.5.2.2 Yosemite .......................................................................... 29
			2.5.2.3 E80/5102 prospectivity ...................................................... 30
		2.5.1	E 80/5101 Slatey Creek ................................................................. 30
			2.5.1.1 Geology ........................................................................... 30
			2.5.1.2 Slatey West and Slatey East (Slatey Creek) exploration ......... 32
			2.5.1.3 Oracle exploration ............................................................. 33
			2.5.1.4 E80/5101 prospectivity ...................................................... 34
		2.5.2	E80/5100 West Bramall ................................................................. 38
			2.5.2.1 Atlantic ............................................................................ 38
			2.5.2.2 E80/5100 prospectivity ...................................................... 39
		2.5.3	E46/1383 application - Balfour Project ............................................. 39
			2.5.3.1 Project description............................................................. 39
			2.5.3.2 Winterbrook Prospect ........................................................ 40
			2.5.3.3 Whitewood prospect .......................................................... 42
3	Ravenswood North, Queensland ............................................................................. 44
	3.1	Project description ........................................................................................ 44
	3.2	Regional geology .......................................................................................... 44
	3.3	Historic mining ............................................................................................. 45
	3.4	Regional geophysics ...................................................................................... 46
	3.5	Exploration .................................................................................................. 48
		3.5.1	EPM26889 Rocky Bar ..................................................................... 48
		3.5.2	EPM26890 Mt Success Regional ...................................................... 50
		3.5.3	EPM26892 Mt Hotspur ................................................................... 54
		3.5.4	EPM26908 Dotswood ..................................................................... 59
		3.5.5	EPM26909 Mt Boddington .............................................................. 61
		3.5.6	EPM27828 application - Mt Rawdon West ......................................... 63
			3.5.6.1 Project description............................................................. 63

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4 Adjacent properties ............................................................................................... 65	4 Adjacent properties ............................................................................................... 65
4.1	Western Australia ......................................................................................... 65
4.2	Queensland .................................................................................................. 65
5 Planned work programmes .................................................................................... 66
5.1	Western Australia ......................................................................................... 66
5.2	Queensland .................................................................................................. 66
5.3	Planned expenditure ..................................................................................... 67
6 JORC	compliance statement ................................................................................... 69
6.1	Independent Geologists Report ....................................................................... 69
7 Sources of information .......................................................................................... 70
8 Qualifications ....................................................................................................... 72
8.1	Introduction ................................................................................................. 72
8.2	Independence .............................................................................................. 72
8.3	Reliance on information ................................................................................. 73
8.4	Effective date ............................................................................................... 73
8.5	Standard of work .......................................................................................... 73
8.6	Consulting Fees ............................................................................................ 73
8.7	Consent ....................................................................................................... 73
8.8	Reliance on report ........................................................................................ 73
8.9	Indemnity .................................................................................................... 74
Tables
Table 1.1	Killi WA Assets........................................................................................... 3
Table 1.2	Killi’s Queensland Assets ............................................................................. 5
Table 2.1	Tent Hill East significant drilling results ........................................................ 23
Table 2.2	Dove significant drilling results ................................................................... 24
Table 2.3	Tahiti significant drilling results .................................................................. 25
Table 2.4	Hermes significant drilling results ............................................................... 29
Table 2.5	Oracle significant drilling results ................................................................. 34
Table 3.1	EPM26892 Mt Douglas drilling anomalies ..................................................... 57
Table 5.1	Planned expenditure ................................................................................. 68
Figures
Figure 1.1	West Tanami Project tenement location map ................................................. 4
Figure 1.2	Balfour West Project tenement E46/1383 location map ................................... 5
Figure 1.3	Ravenswood North Project tenement location map ......................................... 6
Figure 1.4	Mt Rawdon West Project tenement location map ............................................ 7
Figure 1.5	Photograph on E80/5101 looking east towards Slatey Creek ........................... 8
Figure 1.6	Photograph of EPM26892 looking north towards Mt Hotspur ............................ 9
Figure 2.1	Tenement locations ................................................................................... 10
Figure 2.2	Geology of the tenement area and gold occurrences ..................................... 12
Figure 2.3	Stratigraphic succession of the Tanami-Granite orogen units .......................... 13
Figure 2.4	Mineralization occurrences in the Dead Bullock Formation .............................. 14
Figure 2.5	Project locations and historical prospects ..................................................... 16
Figure 2.6	Drillhole location plan ................................................................................ 17
Figure 2.7	West Tanami gold-arsenic anomalies, drillholes, and interpreted geology ......... 18
Figure 2.8	West Tanami gold and arsenic anomalies ..................................................... 19
Figure 2.9	West Tanami magnetic survey .................................................................... 20

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Figure	2.10	West Tanami gravity survey ....................................................................... 20
Figure	2.11	Prospect locations over geology .................................................................. 21
Figure	2.12	Tent Hill prospect area .............................................................................. 22
Figure	2.13	Tent Hill trends ......................................................................................... 24
Figure	2.14	Bramall trend ........................................................................................... 25
Figure	2.15	Tent Hill targets (a) .................................................................................. 26
Figure	2.16	Tent Hill targets (b) .................................................................................. 27
Figure	2.17	Hermes prospect ...................................................................................... 28
Figure	2.18	Yosemite prospect .................................................................................... 30
Figure	2.19	Slatey Creek tenement prospects ................................................................ 31
Figure	2.20	Slatey Creek tenement geology .................................................................. 31
Figure	2.21	Dead Bullock Soak geology ........................................................................ 32
Figure	2.22	Slatey Creek gold anomalism ..................................................................... 33
Figure	2.23	Oracle anomalism ..................................................................................... 34
Figure	2.24	Model for gold mineralization in hinge zones ................................................ 36
Figure	2.25	Hinge zone target for deeper drilling at Oracle .............................................. 37
Figure	2.26	Don surface mineralization ......................................................................... 38
Figure	2.27	Atlantic prospectivity ................................................................................. 39
Figure	2.28	Balfour prospects within the sub-basin overlain by gravity survey ................... 40
Figure	2.29	Winterbrook magnetic anomaly .................................................................. 41
Figure	2.30	Winterbrook copper soil anomaly ................................................................ 41
Figure	2.31	Winterbrook overlapping anomalies ............................................................. 42
Figure	2.32	Whitewood magnetic and geochemical anomalies ......................................... 43
Figure	2.33	Whitewood geology and geochemical anomalies ........................................... 43
Figure	3.1	Ravenswood North regional mine locations .................................................. 44
Figure	3.2	Ravenswood North project regional geology ................................................. 45
Figure	3.3	Regional aeromagnetics ............................................................................. 46
Figure	3.4	ASTER processing anomaly map ................................................................. 47
Figure	3.5	ASTER spectral analysis of Mt Success/Golden Valley .................................... 48
Figure	3.6	EPM26889 local geology map ..................................................................... 49
Figure	3.7	EPM26889 historic rock chip samples g/t Au ................................................. 50
Figure	3.8	EPM26890 local geology ............................................................................ 51
Figure	3.9	EPM26890 target map on ASTER Sabins band ratio ....................................... 52
Figure	3.10	Assay results of regional rock chip sampling in EPM 26890 ............................. 53
Figure	3.11	EPM26892 surface geology and drilling gold gram metres showing the West
		Branch anomaly under transported sediments .............................................. 54
Figure	3.12	EPM26892 historic rockchip g/t Au results .................................................... 55
Figure	3.13	EPM26892 aeromagnetic image with summary geochemistry anomalies .......... 56
Figure	3.14	Mt Douglas collar locations ......................................................................... 58
Figure	3.15	EPM26892 ASTER Sultan band ratio ............................................................ 58
Figure	3.16	EPM26892 Mt Douglas/Hotspur and West Branch prospects cross section of IP
		and interpreted geological model ................................................................ 59
Figure	3.17	EPM26908 local geology with historic stream sediment
		and rock chip gold results ......................................................................... 60
Figure	3.18	EPM26908 bouguer gravity interpretation of Charters Towers province ............ 61
Figure	3.19	EPM26909 Mt Boddington local geology ....................................................... 62

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Figure 3.20 EPM26909 historic rock chip locations ......................................................... 63 Figure 3.21 Mt Rawdon West target locations ................................................................ 64

Appendices

Appendix A Selected Drillhole and Rockchip Data

Distribution list

1 e-copy to Killi Resources Limited 1 e-copy to AMC Adelaide office

OFFICE USE ONLY Version control (date and time) 211115 1100

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Glossary of technical terms and abbreviations

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Item Description
° Degrees.
% Percent.
2D Two dimensional.
3D Three dimensional.
AC Aircore (drilling)
Ag Chemical symbol for silver.
As Chemical symbol for arsenic.
Au Chemical symbol for gold.
Chargeability One of several units of induced polarization in the time domain. Chargeability is used to
characterize the formation and strength of the induced polarization within a rock, under the
influence of an electric field and describes how conductivity changes with electrical frequency.
Conductivity Conductivity is a diagnostic physical property that quantifies how easily electrical charges move
through a given material when subjected to an applied electric field. For most electrical
geophysical surveys electrical conductivity is the primary diagnostic physical property.
Conductivity =1/Resistivity.
Cu Chemical symbol for copper.
Dipole/dipole Relates to the magnetic field created when an electrical charge is applied to the ground. A dipole
is a pair of oppositely charged electrodes that are so close together that the electric field seems
to form a single electric field rather than a field from two different electric poles. The dipole-
dipole array offers a way to plot raw IP data in order to get an idea of a cross-section of the
earth. Today, modern inversion software can recalculate these apparent data to true data, so
that a realistic image of the earth can be created.
EM The electromagnetic (EM) induction method is based on the measurement of the change in
mutual impedance between a pair of coils on or above the earth’s surface. These coils are
electrically connected and are separated by a fixed distance. The transmitter coil is used to
generate an electromagnetic field at a specific frequency. This is known as the primary field.
The primary field causes electrical currents to flow in conductive materials in the subsurface.
The flow of currents in the subsurface, called eddy currents, generate a secondary magnetic
field, which is sensed by the receiver coil. The magnitude of the secondary field sensed by the
receiver depends upon the type and distribution of conductive material in the subsurface.
g/t Grams per tonne, a standard ratio for demonstrating the concentration of metals in a rock,
equivalent to parts per million (ppm).
GDA 94 Geocentric datum of Australia as established in 1 January 1994.
GDA 2020 Geocentric datum of Australia as established in .2020
ha Hectare, standard metric unit area 100m by 100m.
IP (2DIP and 3D Induced polarization (IP) is a geophysical imaging technique used to identify the electrical
IP) resistivity and chargeability of subsurface materials, such as ore. An electric current is
transmitted into the subsurface through two electrodes, and voltage is monitored through two
other electrodes. IP surveys provide additional information about the spatial variation in
lithology and grain-surface chemistry. The IP survey can be made in time-domain and
frequency-domain mode. The IP method is one of the most widely used techniques in mineral
exploration and mining industry. IP surveys until recently have been carried out on 2D sections
using linear arrays along single sections but recently the development of 3D resistivity and IP
survey techniques and inversion software has revolutionised the way surveys are carried out
and interpreted. Recent developments in field equipment design, interpretation software and
microcomputer technology, 3D surveys are now practical geophysical exploration tools for
mineral, environmental and engineering investigations.
kg Kilogram, a standard metric unit for weight.
km Kilometre, a standard metric unit measure of distance.
km [2] Square kilometre, a standard metric unit measure of area.
koz Thousand troy ounces.
kt Thousand tonnes, a standard metric unit measure of mass.
m Metre, a standard metric unit measure of distance.
Ma Million years ago.
oz Troy ounces, common imperial weight measure applied to precious metals; equivalent to
31.1034807 grams.
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Item Description
ppb An abbreviation for parts per billion.
ppm Parts per million, quantitative equivalent of grams per tonne (g/t), applied to define the
concentration of trace elements.
RAB Rotary Air Blast (drilling)
RC Reverse Circulation (drilling)
t Tonne, a standard metric unit of weight.
t/m [3] Tonnes per cubic metre, a unit of density.
U Chemical symbol for uranium.
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1 Introduction

AMC has prepared this IGR in accordance with VALMIN and the JORC Code. In its commission AMC believes it has complied with Australian Securities and Investment Commission regulatory guides RG 58 and RG 228 to the extent the guides are relevant, and RG 228.17 with respect to the JORC Code and VALMIN. AMC's use in the Report of the terms Mineral Resources and Ore Reserves is in accordance with the JORC Code.

The Assets consist of four exploration licences (EL) in the Tanami region of WA (West Tanami Project), and five exploration permits for minerals (EPM) in the Charters Towers-Ravenswood region of QLD (Ravenswood North Project). There are also two exploration licence applications, one in the Pilbara region of WA (Balfour Project), and one in the Mt Rawdon region of QLD (Mt Rawdon West Project.

The details in the following chapter on tenure are sourced from Killi for the West Tanami Project and the UTM Global Pty Ltd (UTM) Tenement summary for Ravenswood North Project, provided by Killi. AMC understands that a tenement report will be completed prior to the IPO. AMC has prepared this IGR on the bases that the tenements are in good standing.

1.1 Tenure – Western Australia

The WA Assets are held by Iron Bull Bangemall Pty Ltd (IBB), and one tenement is under application by Access Australia Mining Pty Ltd (AAM). These are both wholly owned subsidiaries of Killi. The WA tenements included in the IGR are listed in Table 1.1.

Table 1.1 Killi WA Assets

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Tenement Name Company Blocks Date Date Expiry Area
Applied Granted (km [2] )
E80/5100 West IBB 58 - 03/07/2018 02/07/2023 187.0
Bramall
E80/5101 Slatey IBB 108 - 14/04/2020 13/04/2025 348.7
Creek
E80/5102 Yosemite- IBB 164 - 14/04/2020 13/04/2025 528.2
Hermes
E80/5103 Tent Hill IBB 177 - 14/04/2020 13/04/2025 570.7
E46/1383
Balfour AAM 112 09/02/2021 - - 350
application
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Note: Areas are approximate.

1.1.1 West Tanami Project, WA

Four granted ELs form the West Tanami Project in WA (Table 1.1 and Figure 1.1). There are no production or infrastructure permits within the EL’s. Killi advises there are no known restrictions on the activities that can be conducted on the ELs.

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Figure 1.1 West Tanami Project tenement location map

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Halls Creek
7,950,000 mN
7,950,000 mN
Northern
Western Australia Territory
7,900,000 mN
7,900,000 mN
E 80/5101 7,850,000 mN
7,850,000 mN
E 80/5100
E 80/5103
7,800,000 mN
E 80/5102
7,800,000 mN
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Source: AMC. Projection MGA 2020 (Zone 51).
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1.1.2 Balfour Project, WA

One EL application forms the proposed Balfour Project in WA (Table 1.1 and Figure 1.2). There are no production or infrastructure permits within the EL. Killi advises it anticipates the potential granting of the EL late in 2021.

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Figure 1.2 Balfour West Project tenement E46/1383 location map

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Source: AMC. Projection MGA 2020 (Zone 51).

1.2 Tenure - Queensland

The Queensland Assets held by, or under application by AAM, a subsidiary of Killi, and included in the IGR are listed in Table 1.2. Killi also anticipates the potential granting of the EPM27828 late in 2021.

Table 1.2 Killi’s Queensland Assets

Location	Tenement	Name	Company	Area (subblocks)	Date Applied	Date Granted	Expiry	~Area (km2)
	EPM26889	Rocky Bar	AAM	61	-	04/04/2019	03/04/2024	191.7
Ravenswood North	EPM26890 EPM26892 EPM26908 EPM26909	Mt Success Mt Hotspur (Twin Peaks) Dotswood Mt Boddington	AAM AAM AAM AAM	54 38 20 9	- - - -	18/12/2018 06/12/2018 20/12/2018 21/12/2018	17/12/2023 05/12/2023 19/12/2023 20/12/2023	174.4 122.9 64.6 29.1
Mt Rawdon West application	EPM27828	Mt Rawdon West	AAM	94	17/02/2021	-	-	292

Note: Area is approximate. Source: Killi, www.georesglobe.information.qld.gov.au.

1.2.1 Ravenswood North Project

Five granted EPMs form the Ravenswood North Project in Queensland (Table 1.2 and Figure 1.3). There are no production or infrastructure permits within the EPM’s. Killi advises there are no known restrictions on the activities that can be conducted on the EPMs (GRT Lawyers, 2020).

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Figure 1.3 Ravenswood North Project tenement location map

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7,840,000 mN 7,840,000 mN
7,830,000 mN 7,830,000 mN
EPM 26892
7,820,000 mN 7,820,000 mN
EPM 26890
7,810,000 mN 7,810,000 mN
EPM 26889
7,800,000 mN 7,800,000 mN
EPM 26909
7,790,000 mN 7,790,000 mN
EPM 26908
7,780,000 mN Charters Towers 7,780,000 mN
Source: AMC. Projection MGA 2020 (Zone 55).
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1.2.2 Mt Rawdon West Project

The Mt Rawdon West Project is currently an application for EPM27828 (Table 1.2 and Figure 1.4).

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Figure 1.4 Mt Rawdon West Project tenement location map

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Source: AMC. Projection MGA 2020 (Zone 56).

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1.3 Site Visit

1.3.1 Western Australia

A site visit to the West Tanami Gold Project was undertaken over two days (18 to 19 April 2021) by Andrew Proudman of AMC’s Adelaide office. The site visit included traversing to the most prospective areas at Slatey Creek on the Slatey Creek (E80/5101) tenement (Figure 1.5) and to Hermes on the Yosemite-Hermes (E 80/5102) tenement. All relevant data was supplied and discussed in the field examining the styles of mineralization and geological models. Spinifex and scrub cover much of the tenements, with access restricted to traversable historic exploration tracks. Killi has been granted the rights to explore and has permission to access the areas subject to certain access criteria. As such, the site visit was undertaken with the company of a traditional owner. The Balfour Project is under application and was not visited.

Figure 1.5 Photograph on E80/5101 looking east towards Slatey Creek

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Source: AMC.

1.3.2 Queensland

A site visit to the Ravenswood North Project was undertaken over two days (27 to 28 March 2021) by Roderick Carlson of AMC’s Brisbane office. The site visit included traversing to the most prospective areas of the Mt Hotspur (EPM26892) (Figure 1.6) and Mt Success Regional (EPM26890) tenements. All relevant data was supplied and discussed in the field examining the styles of mineralization and geological models. The Dotswood Department of Defence lands cover much of the northern tenements, with access restricted to authorised personnel. Killi has been granted the rights to explore and has permission to access the areas subject to strict entry and communications procedures. The ground is currently de-stocked, and the land has lush grass covering most outcrop areas. The Mt Rawdon West Project is under application and was not visited.

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Figure 1.6 Photograph of EPM26892 looking north towards Mt Hotspur

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Source: AMC.

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2 West Tanami exploration review

2.1 Project description

The West Tanami Project comprises four granted ELs covering 1,634 km[2] west of the Northern Territory (NT) border and north of the Tanami Track between Alice Springs and Halls Creek in the west of WA (Figure 2.1). The licence package is prospective for Proterozoic, structural controlled orogenic gold mineralization in structural and vein systems within sediment and intrusive hosts, such as the Kookaburra (0.2 Moz Au) (now called Bald Hill), and Coyote (0.5 Moz Au) located outside the KILLI tenements. Other deposits in the region include Dead Bullock Soak, including Callie (13 Moz Au), Tanami Goldfields (3 Moz Au) and the Granites (1.3 Moz Au) that all occur in the NT. There is a processing plant at Coyote on care and maintenance since 2016.

Figure 2.1 Tenement locations

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Source: Killi 2020e. Projection MGA 1994 (Zone 52).

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2.2 Regional and local geology

The geology of the Tanami region comprises a Palaeoproterozoic sequence of folded metasediments and minor metavolcanic and intrusive rocks unconformably overlying Archaean basement. Granitic lithologies constitute approximately 60% of the geology of the Tanami Region, and predominantly comprise ‘I-type’ biotite±hornblende monzogranites and granodiorites. Within the western Tanami Gold Province, the prospective Tanami Group geology is largely buried by laterally extensive cover and hence the underlying geology has largely been interpreted from geophysical and drillhole data.

Structurally, gold mineralization in the Tanami is recognised to be associated with oblique and reverse faults, faults intersecting anticline structures, and fluctuations in pressure resulting in chemical deposition.

The Tanami Orogenic belt is described by Stevenson et al (2014) to be controlled by three structural events. The first of these are the west-northwest listric crustal scale faults (DGTOE) shown in Figure 2.2. These are interpreted as orogen-parallel normal faults and orogentransverse transfer faults formed during southward rifting.

The next major deformation is north-trending isoclinal folds (DGT01) associated with foliation parallel to bedding and acute to bedding in fold hinges, and faults. DGTOE faults appear to have controlled location of some DGT01 thrust faults and DGTOE normal faults limit the strike extent of faults and anticlines.

Structures associated with the DGT01 deformation were tightly folded and truncated by the south orientated DGT02 compressional event that included folding and thrust faults. DGT01 and DGT02 both associated with greenschist facies metamorphism.

The spatial controls on granites, and fluids associated with potential mineralization are based on the combination of DGT0E, DGT01 and DGT02 events. DGT02 was contemporaneous with granite emplacement. The deep seated DGT0E and early DGT01 structures were reactivated during this orogenic event and provided the pathway for mineralising fluids to ascend into the volcanosedimentary sequence where local structural such as anticlines and fault intersections and contrasting physical and chemical settings influenced the deposition of gold mineralization.

Throughout the region, most gold occurs in epigenetic quartz veins hosted by metasediments and mafic rocks belonging to the Tanami Group and overlying Ware Group. Many of the deposits are hosted within the hinges of anticlines, whereas others are located within structurally complex fault or shear zones in association with brittle host rocks. Western Tanami gold mineralization is hosted within carbonaceous siltstones, ferruginous siltstones and shales, chert, basalt, dolerite and sediments subjected to amphibolite to lower greenschist facies metamorphism.

Geology within the tenements was interpreted from outcrop mapping and drilling. Figure 2.2 shows the dominant sedimentary units to be the Killi Killi Formation and the Stubbins Formation. The tenements are otherwise dominated by the Slatey Creek Granite and structures. The sequence is described in Figure 2.3.

The Killi Killi Formation, host to Coyote deposit, consists of medium to coarse sandstone grading up to fine grained sandstone and laminated siltstone and shale. The beds were interpreted as turbiditic sandstone succession.

The Stubbins Formation is a thick lower turbiditic succession of sandstone, siltstone, shale and dolerite sills overlain by an upper 200 m-thick succession of iron-rich siltstones and shale, carbonaceous shale, chert, pillow basalts, dolerite sills and rhyolite.

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One of the keys to the prospectivity of the Killi tenements is the correlation between the Stubbins Formation and the Dead Bullock Formation, known for its mineralization (Figure 2.3). The geochemistry of the dolerite and basalt in the top of the Stubbins Formation suggests analogues to the Callie Member in the Dead Bullock Formation, such as tholeiitic to calc-alkaline affinities, and were deposited in a back-arc basin to island-arc setting (Bagas 2008).

The Dead Bullock Formation is an upward fining sequence of sandstone, turbiditic sandstone, carbonaceous siltstone, siltstone, shale, chert, and rare volcanic rocks resembling the Stubbins Formation. Both the Stubbins Formation and the Dead Bullock Formation are overlain by the Killi Killi Formation.

At Coyote mine, the marker siltstone also contains an upward-fining sequence grading towards the basal conglomerate of the Phat Sandstone. Over 80% of the defined gold mineralization at Coyote is hosted in the Phat Sandstone sequence.

The lower part of the Dead Bullock Formation is the Ferdies Member and consists of siltstone with lesser fine-grained sandstone and local coarser sedimentary rocks. The upper part of the Dead Bullock Formation, which consists of carbonaceous siltstone, chert, and banded iron formation, has been termed the Callie Member (Crispe et al., 2007). The location of mineral occurrences within the Dead Bullock Formation are shown in Figure 2.4.

Figure 2.2 Geology of the tenement area and gold occurrences

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Source: Killi 2020e. Projection geographic degrees.

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Figure 2.3 Stratigraphic succession of the Tanami-Granite orogen units

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Source: Killi 2020e.

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Figure 2.4 Mineralization occurrences in the Dead Bullock Formation

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Source: Killi 2020e.

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2.3 Historic mining

The Granites goldfield and Central Tanami site in the Tanami were first mined in the early 1900s and sporadically thereafter, with a small number of ounces produced. It has been a region of extensive greenfields and brownfields exploration since the 1980s with most discoveries made since the mid-1980s.

Modern mining operations were established at the Granites around 1983 by North Flinders Mines Ltd. This evolved into a multi pit and underground operation at The Granites Gold Mine, adjacent to the Tanami Track. In the early 1990s, mining commenced at Dead Bullock Ridge, Triumph and Colliwobble banded iron formation (BIF) hosted deposits in the Schist Hills Iron Member and at Villa within the Orac Formation. During this period, the near-surface sheeted quartz vein mineralization hosted gold deposit at Callie was discovered and developed into an open pit. Within a short time, the multi-million-ounce deposit evolved into an underground operation. The Callie operation, run by Newmont Corporation (Newmont), continues to grow with discoveries at Auron, Federation, Liberator and Lantin. In October 2019, Newmont approved full funding of the Tanami Expansion 2 project comprising a 1.5 km hoisting shaft and supporting infrastructure.

Modern mining at the Tanami gold mine commended with Zapopan NL (Zapopan) and its joint venture partners. This mining ceased in 1994. In 1995 The Central Tanami Joint Venture purchased the Tanami plant from Zapopan and established a multiple-pit mining operation, producing 700,000 ounces of gold before ceasing operations.

Groundrush, located within the Killi Killi beds, was discovered by Normandy NFM Limited in 1999. Mining took place between 2001 and 2005 with ore treated at the Central Tanami mill. Tanami Gold NL (Tanami Gold) acquired the Central Tanami project in 2010, and after significant drilling, re-established the Central Tanami mining operation.

In 2015 Northern Star acquired a 25% interest in the Central Tanami operations from Tanami Gold. In 2017 Northern Star Resources Limited (Northern Star) acquired the Western Tanami operations from Tanami Gold. Mining there occurred until recently at the Coyote and Bald Hill mines.

2.4 Regional data

The Western Tanami was subjected to exploration from the early 1980s, from companies including E&B Explorations Ltd in 1970s, Australian Consolidated Minerals Ltd in 1980s, and Geopeko in the early 1990s. Other explorers include Geographe Resources Limited, Stockdale Prospecting Limited, Goldfields Ltd, Barrick Gold of Australia limited (Barrick), Newmont , Tanami Exploration NL (Tanami Exploration), Manhatten Corporation Limited 2009, Areva Afmeco Mining and Exploration Pty Ltd, Northern Minerals Limited. Most recently, Northern Star has increased its holding in the region.

Tanami Gold also conducted exploration adjacent to the West Tanami Project tenements. its focus was the development of Coyote and Bald Hill (formerly Kookaburra) mines. However, its exploration efforts also identified anomalous drill results at Mojave, Dove-Tern and Tent Hill within the West Tanami Project tenements. The West Tanami Project tenements are also scattered with recognised historical prospects (Figure 2.5).

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Figure 2.5 Project locations and historical prospects

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Source: Killi 2020e. Projection geographic degrees.

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Killi has collated data from previous exploration. Figure 2.6 provides the locations of previous drilling within the tenements. Most of the drilling is relatively shallow and does not test bedrock. The Killi Killi and Stubbins Formations were generally targeted.

Killi has recorded the following quantities of drilling and exploration:

+60,000 surface geochemical samples (rock chips, lag, soils).
+2,900 reverse circulation (RC) and diamond drillholes with associated assays and lithological data.
+27,000 aircore and RAB drillholes with associated assays and lithological data.
+11,000 vacuum drillholes with assays.
Regional to prospect scale geophysics and geology.

Figure 2.6 Drillhole location plan

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Source: Killi 2020e. Projection geographic degrees

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High-level interpretation of the datasets was carried out within the context of the regional mineralization controls, with the results providing the basis for the selection of the tenements. Specifically, mapping of gold and arsenic levels from historical drilling delineated several strikeextensive, west-northwest and north-northeast-trending linear geochemical anomalies, interpreted as mineralising structures (Figure 2.7).

Along these structures, multiple coherent zones of gold and arsenic anomalism were the focus of systematic shallow exploration by previous explorers. Despite the evidence of large mineralised systems, the targets were rarely tested by deeper RC or diamond drilling due to the historical focus on the Coyote style of deposits that occur at or near surface. Figure 2.8 shows the separate intensities of the gold and arsenic anomalism over the tenements.

Figure 2.7 West Tanami gold-arsenic anomalies, drillholes, and interpreted geology

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Source: Iron Bull Information Memorandum. Projection geographic degrees.

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Figure 2.8 West Tanami gold and arsenic anomalies

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Source: Killi 2020e Projection geographic degrees.

Other exploration data available includes regional magnetics (Figure 2.9) and regional gravity (Figure 2.10) surveys. There are subtle magnetics anomalies, or magnetic lows associated with gold occurrences. However, a number of the other sites in the Tanami with known mineralization also have subtle magnetic expression. Elsewhere magnetic highs also provide possible targets.

Similar observations are made for the gravity survey at the scale of the data. Bald Hill (Kookaburra), Coyote, Tanami goldfields and Groundrush are associated with large gravity highs, while the Granites, Dead Bullock Soak and Twin Bonanza are associated with more subtle gravity features. The West Tanami Project tenements include both large areas of gravity highs and areas with lower gravity levels. Significant results are provided in Appendix A.

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Figure 2.9 West Tanami magnetic survey

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Source: Killi 2020e. Projection geographic degrees.

Figure 2.10 West Tanami gravity survey

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Source: Killi 2020e. Projection geographic degrees.

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2.5 Exploration

Killi has identified a number of new or known targets within the tenements. The initial assessment of the prospectivity considered the whole tenement area, as much of the data is at a regional scale and the geology is related across all tenements.

Information used included geology and structural interpretation, and magnetic and gravity survey data. Results from RAB and AC drilling above 50 ppb Au and 20 ppm As were used to highlight areas of anomalous gold mineralization as shown in Figure 2.7. A gold level of 50 ppb Au was applied as this level was used in the discovery of Callie. These levels highlighted a number of targets within the tenements as shown on including:

E 80/5103 - Tent Hill.
E 80/5102 - Hermes and Yosemite.
E 80/5101 - Slatey Creek, Oracle and Mt Brophy. E 80/5100 – Atlantic.

Figure 2.11 Prospect locations over geology

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Source: Killi 2020e. Projection MGA 1994 (Zone 52).

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2.5.1 E80/5103 Tent Hill

2.5.1.1 Tent Hill

Geology

Mineralization identified at Tent Hill to date is spatially associated with the carbonaceous metasediment and dolerite contact zone shown in Figure 2.12. The Bald Hill Member is host to the Bald Hill and Sandpiper deposits which are just outside the tenement boundary to the east. These gold deposits are associated with sheared sediments in the Stubbins Formation adjacent to the contact with the dolerites. They appear as selvages around quartz carbonate veins.

The sequence is folded with Bald Hill occurring around a fold and limbs while Sandpiper is with in an anticlinal limb. Mineralization is shallow, typically 1 m to 2 m below surface. The geology and structures cross into the Tent Hill tenement.

Figure 2.12 Tent Hill prospect area

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Source: Killi 2020e. Projection geographic degrees. Note: Drilling results above approximately 2.5 g/t Au are highlighted. All drilling locations are shown in Figure 2.6.

Historic exploration

Historic exploration in the project area was primarily undertaken by Tanami Exploration. Most exploration occurred outside of the tenement due to the shallow cover and mapped sequence of carbonaceous sediments and dolerites to the east. Other anomalous zones identified outside the tenement include Hawk (11 m @ 3.58 g/t Au) and Osprey (4 m @ 15.8 g/t Au). The prospect locations are as shown in Figure 2.12. Data from the areas outside the tenements was not verified.

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Within the tenement, Tent Hill East has drill intercepts including 1 m at 9.1 g/t Au and 1 m at 3.9 g/t Au. In addition, Lyrebird, just outside the tenement boundary, has a drill intercept of 12 m at 5 g/t Au.

Within the tenement Tanami Exploration undertook AC and RAB drilling at Tent Hill East (Table 2.1). A zone of anomalous gold grade was identified covering an area 500 m by 200 m. Infill drilling was completed to 40 m by 40 m. Some of the anomalous blade drilling was completed to refusal in the cover sequence and was not followed up by deeper drilling into the bedrock.

Table 2.1 Tent Hill East significant drilling results

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

Hole Id Easting Northing RL Final Dip Azimuth From To Width Grade
Depth
(m) ( [O] ) ( [O] ) (m) (m) (m) (g/t Au)
GDB0085 484154.7 7840968.4 375.0 100 -60 265 44 52 8 0.1
GDB0085 484154.7 7840968.4 375.0 100 -60 265 76 80 4 0.028
GDB0090 484872.7 7840968.4 385.0 75 -60 267 44 48 4 0.055
GDB0090 484872.7 7840968.4 385.0 75 -60 267 60 64 4 0.035
GDB0092 485030.7 7840971.4 382.0 43 -60 267 16 20 4 0.028
GDB0094 485282.7 7840967.4 382.0 70 -60 267 64 68 4 0.027
GDB0096 485513.7 7840967.4 384.0 66 -60 274 56 60 4 0.04
LGA0268 485393.7 7842248.4 380.0 76.0 - - 64 72 8 0.12 (incl 1 m @ 0.22)
LGA0269 485516.7 7842251.4 380.0 106 - - 75 84 9 0.824
including - 76 78 2 2.77 (incl 1m @ 3.9)
LGA0269 485516.7 7842251.4 380.0 106 - - 96 106 10 0.194
LGA0270 485639.7 7842251.4 380.0 89.0 - - 57 64 7 0.31 (incl 1m @ 0.27)
LGB0608 485652.7 7842147.4 380.0 85.0 -60 270 28 29 1 1.26
LGB0608 485652.7 7842147.4 380.0 85.0 -60 270 30 31 1 9.06
0.18
48 72 32
THAC0007 485523.7 7842256.4 400.0 100.0 -60 266 (incl 24m @ 0.211)
THAC0022 485688.7 7842176.4 400.0 90.0 -60 266 32 36 4 0.487
GDA0040 484615.7 7841367.4 380.0 110.0 -60 270 32 36 4 0.051
LGA0263 485794.7 7842048.4 380.0 106.0 - - 80 84 4 0.077
LGA0267 485771.7 7842149.4 380.0 94.0 - - 76 80 4 0.058
THAC0002 485443.7 7842296.4 400.0 102.0 -60 266 60 64 4 0.259
THAC0003 485487.7 7842223.4 400.0 97.0 -60 266 72 84 12 0.092
THAC0005 485483.7 7842296.4 400.0 94.0 -60 266 76 84 12 0.131
THAC0010 485563.7 7842216.4 400.0 99.0 -60 266 76 80 4 0.073
THAC0013 485608.7 7842174.4 400.0 100.0 -60 266 52 64 12 0.14
THAC0014 485603.7 7842218.4 400.0 111.0 -60 266 60 64 4 0.073
THAC0014 485603.7 7842218.4 400.0 111.0 -60 266 104 110 6 0.125
THAC0016 485645.7 7842092.4 400.0 111.0 -60 266 72 76 4 0.136
THAC0019 485639.7 7842207.4 400.0 94.0 -60 250 52 56 2 0.148
THAC0020 485686.7 7842092.4 400.0 81.0 -60 266 44 48 4 0.37
THAC0023 485719.7 7842094.4 400.0 85.0 -60 266 68 76 8 0.169
THAC0024 485723.7 7842136.4 400.0 93.0 -60 266 80 92 23 0.12
THAC0025 485729.7 7842168.4 400.0 105.0 -60 266 68 104 38 0.125
----- End of picture text -----*

Source: Killi 2020e. Grid MGA94_52.

Notes: * Overall interval 57 m @0.23 g/t Au from 47 m.

Results are selected for gold anomalism over 0.028 g/t Au. Results other than these are not reported here. Drilling locations not meeting these criteria are shown in Figure 2.6.

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From the drilling results, Tanami Exploration suggested at the time that the drilling was open to the west-northwest along a number of trends as shown in Figure 2.13. Most notable of these is the Vulture trend that passes through Tent Hill East and plunges under the cover sequence to the west. The Vulture trend overprints a synform structure in the folded sequence.

Figure 2.13 Tent Hill trends

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Source: Killi 2020e. Projection geographic degrees. Note: Results not highlighted have no anomalous gold.

To the northeast of Tent Hill, limited drilling was performed at Dove within the folded dolerite. Anomalous low grades as provided in Table 2.2 were reported. In addition, two surface samples reported grades of around 2 g/t Au from within a synform. Elsewhere within this geological environment such as at Lyrebird, this type of low-grade anomalism has been followed up with RC drilling. At Lyrebird drilling returned 12 m at 5 g/t Au.

Table 2.2 Dove significant drilling results

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

Hole_Id Easting Northing RL Final Depth Dip Azimuth From To Width Grade
(m) ( [O] ) ( [O] ) (m) (m) (m) (g/t Au)
GDB0070 487032.7 7844322.4 402.0 120.0 -60 183 20 24 4 0.033
GDB0070 487032.7 7844322.4 402.0 120.0 -60 183 36 40 4 0.038
GDB0072 487033.7 7844563.4 402.0 72.0 -60 174 20 24 4 0.042
GDB0073 487032.7 7844796.4 400.0 60.0 -60 174 28 32 4 0.04
GDB0076 487033.7 7845525.4 397.0 95.0 -60 174 64 68 4 0.024
GDB0081 486630.7 7845654.4 393.0 97.0 -60 175 68 72 4 0.021
----- End of picture text -----

Source: Killi 2020e.

Note: Results are selected for gold anomalism over 0.021 g/t Au. Results other than these criteria are not reported. Drillholes locations not meeting this criterion are shown in Figure 2.6 and Figure 2.13.

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2.5.1.2 Tahiti

Historic exploration

From 2001 Barrick undertook geological, geophysical, geochemical, and drilling surveys of the Tahiti and Bahamas area. This included Landsat TM and airborne geophysics. Blade drilling was to refusal on bedrock. AC drilling identified the Bramall trend (Figure 2.14), a 26 km anomalous zone adjacent to Tahiti. Elevated gold grades were identified at the Slatey Creek granite contact with the Stubbins formation and major faults.

There were 21 drillhole drilled at Tahiti. These were follow-up of a broad zone of soil Au and As anomalism identified in 2002. Follow up drilling generated results with minor gold grade elevations (Table 2.3).

Table 2.3 Tahiti significant drilling results

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Hole ID Easting Northing RL Final Dip Azimuth From To Width Grade
Depth
(m) ( [O] ) ( [O] ) (m) (m) (m) (ppb Au)
BLAC1210 475633.8 7828916.4 400.0 83.0 -90 0 47 49 2 61
BLAC1142 476133.8 7828916.4 400.0 81.0 -90 0 66 72 6 111
BLAC0777 476133.8 7828516.4 400.0 81.0 -90 0 13 17 4 98
BLAC0748 478383.8 7828416.4 400.0 90.0 -90 0 87 89 2 75
----- End of picture text -----

Source: Killi 2020e. Grid MGA94-52

Note: Results are selected for gold anomalism above 60 ppb Au. Results other than these criteria are not reported. Locations drillholes not meeting this criterion are provided in Figure 2.6.

Figure 2.14 Bramall trend

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Source: Killi 2020e. Projection geographic degrees. Note: Results are selected for gold anomalism. Drillholes locations not meeting this criteria are shown in Figure 2.6.

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2.5.1.3 Mondengo Historic exploration

Mondengo is in the south of the tenement, south of Tahiti (Figure 2.14). There were 19 drillholes drilled into the Hawaii – Mondengo area, following up arsenic geochemical anomalies identified in 2002. Drilling here intersected the Killi Killi Formation at approximately 25 m depth.

AC drilling targeted splays off regional structures. The area was moderately to strongly metamorphosed. In 2007 two deeper RAB holes were drilled with the best intersection being 4 m at 0.36 g/t Au.

2.5.1.4 E 80/5103 prospectivity

The Tent Hill project area was originally identified through the use of the surface geochemistry in similar geology and the understanding of local trends and regional prospectivity. Following closer inspection and preliminary analysis of historical exploration data, it was identified that potential exists for gold mineralization along north-northwest trends, such as the Vulture trend and Dove trend, that plunge under the cover that gets thicker to the west. Tent Hill and Dove are recognised as historical prospects adjacent the recently completed Bald Hill mine. Another target here is along trend of Lyrebird.

The Tent Hill prospect is prospective for gold targets. Past exploration identified gold in drilling at the prospect, and anomalous gold in soil anomalies and outcropping geology to the east. This includes grade intercepts of 1 m at 3.1 g/t Au and 1 m at 9.1 g/t Au. The bedrock beneath the cover remains largely untested by drilling. Much of the previous drilling is known to be shallow.

The extent and continuity outside of this drilling has not been tested at depth and laterally to investigate targets such as those shown in Figure 2.15 and Figure 2.16.

Figure 2.15 Tent Hill targets (a)

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Source: Killi 2020e. Projection MGA 1994 (Zone 52).

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Figure 2.16 Tent Hill targets (b)

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Source: Killi 2020e. Projection MGA 1994 (Zone 52).

2.5.2 E80/5102 Hermes – Yosemite

2.5.2.1 Hermes

Geology

The Hermes prospect is made up of Hermes, Hermes South and Casper (Figure 2.17). These sit within the folded sequence of dolerite and metasediment in the Stubbins Formation, cross cut by large-scale structures. The area correlates with a gravity low. Several quartz vein and blow, and sandstone rock outcrops are evident. There was also evidence of brecciation and fracturing, and ferruginous quartz, with vuggy features also developed. It is evident the area has undergone significant deformation.

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Figure 2.17 Hermes prospect

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Source: Killi 2020e. Projection MGA 1994 (Zone 52).

Historic exploration

Low level historic anomalies around 200 ppb Au were followed up with RAB and AC at a spacing of 400 m by 200 m drilled to blade refusal. No significant results were reported at Hermes greater than 6 ppb Au. Depth of cover is generally 30 m, although small pockets of outcrop are evident. However, an arsenic anomaly was identified.

Historic drilling to the west at Casper, and to the south identified refolded dolerites and meta sediments. These are cross-cut by structure. The peak gold grade intersection from drilling was 1 m at 50 ppb Au. However, vacuum drilling was shallow, to an average of 16 m, and widely spaced. 400 m by 50 m. RAB drilling to over 50 m depth was widely spaced 300 m by 600 m over three lines. Therefore, drilling was systematic rather than specifically targeting identified objectives.

Only four lines of drilling approximately one kilometre apart were drilled at Hermes South. This produced the most promising results including 3 m at 1 g/t Au from 24 m depth. A second drillhole reported a 1 g/t Au assay in the collar sample.

Significant drilling results are provided in Table 2.4.

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Table 2.4 Hermes significant drilling results

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

Hole_ID Easting Northing RL Final Dip Azimuth From To Width Au As
Depth
(m) ( [O] ) ( [O] ) (m) (m) (m) (ppb) (ppm)
BRPH2816 467933.8 7807116.5 415 60.0 -90 0 50 53 3 162 -
BRPH2817 467933.8 7807166.5 415 48.0 -90 0 0 3 3 1050 -
BRPH2817 467933.8 7807166.5 415 48.0 -90 0 43 44 1 405 -
BRPH2819 467933.8 7807366.5 415 51.0 -90 0 43 44 1 64 -
DWPH0545 457733.8 7813566.4 415 12.0 -90 0 11 12 1 51 -
SSPH0755 467933.8 7806966.5 415 42.0 -90 0 34 37 3 1000 -
DWPH0212 460133.8 7811966.4 415 13.0 -90 0 10 13 3 2 1500
TRB0022 458335.8 7811850.4 390 86.0 -60 176 72 76 4 2 1121
----- End of picture text -----

Source: Killi 2020e. Grid MGA94-52. Note: Drilling results above 2 ppb Au are selected. Results other than these criteria are not reported. Other drilling locations not meeting this criterion are shown in Figure 2.17.

2.5.2.2 Yosemite

Geology

Yosemite comprises sandstones and siltstones with minor cherts and mafics thought to be dolerite intrusions. Quartz veining occurs, predominantly at the siltstone/sandstone contact or contacts with the dolerite. Correlations were made with the Coyote stratigraphy. The prospect sits adjacent to the Stubbins Formation and Killi Killi Formation contact.

Historic exploration

Yosemite was drilled by Tanami Gold in 2008. One drill intercept recorded 1 m at 1.16 g/t Au.

Yosemite is a zone of anomalous gold and arsenic mineralization that trends for approximately 8 km across both Yosemite and Mojave prospects. The peak gold grade intersected from drilling is 3 m at 1.69 g/t Au at Yosemite. Drilling at Mojave reported 1 m at 2.5 g/t Au and 6 m at 1.41 g/t Au.

These drilling results completed by others are for sites outside the Killi Hermes-Yosemite tenement. Drilling that passes into the Killi tenement is limited and away from the main trend of mineralization. There is no evidence of drilling investigating the strike extension of the Yosemite trend within the tenement.

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Figure 2.18 Yosemite prospect

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Source: Killi 2020e. Projection MGA 1994 (Zone 52). Note: Drilling results above 2.5 g/t Au are highlighted. Contour grades reflect other anomalous drilling. Other drillhole locations not meeting this criterion also shown.

2.5.2.3 E80/5102 prospectivity

To date drilling at both Hermes and Yosemite is shallow. Yet the thickness of the cover is 20 m at Yosemite and 30 m at Hermes. Yosemite is recognised for mineralization and similarities with Coyote, yet there is no drilling of the trend within the tenement.

The absence of drilling at depth at either Hermes or Yosemite leaves these as potential targets for further exploration for gold mineralization.

2.5.1 E 80/5101 Slatey Creek

2.5.1.1 Geology

The Slatey Creek tenement is host to Slatey West and Slatey East, (also referred to collectively as Slatey Creek), Oracle, Mt Brophy and Fritz. Other prospects include Mt Boulder and Gardiner Creek. The prospect Don is outside the tenement to the northwest as shown in Figure 2.19. Fritz is the eastern extension of Slatey Creek East and is discussed as part of Slatey Creek. Figure 2.19 also shows surface sample gold assay results for some of the prospects.

The geology for the tenement is dominated by the folded carbonaceous unit and dolerite within the Stubbins Formation forming anticlinal and synclinal structures, overlain by the Killi Killi Formation as shown in Figure 2.20. It is interesting to note at this stage of exploration the similarities in structural geometry with the Dead Bullock Soak geology in the Dead Bullock Formation (Figure 2.21), suggestive of similar orogenic processes.

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Figure 2.19 Slatey Creek tenement prospects

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Source: Killi 2020e. Projection MGA 1994 (Zone 52). Note: Results not highlighted have no anomalous gold or no gold assay.

Figure 2.20 Slatey Creek tenement geology

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Source: Killi 2020e. Projection MGA 1994 (Zone 52).

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Figure 2.21 Dead Bullock Soak geology

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Source: Killi 2020e. Projection MGA 1994 (Zone 52).

2.5.1.2 Slatey West and Slatey East (Slatey Creek) exploration

Exploration at Slatey Creek commenced in 1995 by Barrick, comprising mapping rock chip, soil and lag sampling. Samples were collected from both the Slatey East and Slatey West outcrops and the ground in between. Lag samples also returned anomalous values up to 129 ppb Au. Anomalous grades up to 2.5 g/t Au were returned from samples on the southern side of the synform at Slatey East.

At Slatey West rock chip samples from quartz veins returned grades from 176 ppb Au from ironstained quartz in the north of the prospect to 633 ppb Au in grey quartz on the southern side of the prospect (Figure 2.22). Figure 2.22 also provides the locations of all drillholes more than 10 m deep and grab samples assaying above 0.1 g/t Au.

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Subsequent wide-spaced vacuum drilling did not identify further mineralization. However, at 800 m by 200 m spacing with shallow drilling techniques, it is difficult to identify narrow targets. Lithologies intersected by drilling included granite, siltstone, greywacke, mica schist, arkose, silcrete, mafic rocks and minor BIF, drawing some parallels with the Dead Bullock Formation rock types (Figure 2.21).

Figure 2.22 Slatey Creek gold anomalism

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Source: Killi 2020e. Projection MGA 1994 (Zone 52).

Limited drilling deeper than 10 m has occurred at Slatey Creek, as can be seen from Figure 2.22. Anomalous lag samples highlight the locations of outcrop. The data is overlain on the magnetic survey image that shows an anomalous high in the centre right of the plan around Mt Boulder in a large hinge zone, and trends west highlighting both Slatey Creek and Oracle.

2.5.1.3 Oracle exploration

Lag sampling was performed over Oracle at a 50 m spacing on lines 1,000 m apart. Subsequently Barrick undertook a drilling program on 500 m by 500 m along the northern limb of the dolerite and the associated magnetic anomaly, targeting the transported cover. Drilling primarily intersected the Killi Killi Formation and the Twigg Formation that hosts Bald Hill, below up to 30 m of cover.

Within the broad spread of drillholes, selected drilling results reported anomalous intersections primarily in bucky quartz (Table 2.5). Grades included 9 m @ 0.1g/t Au including 1 m @ 0.4 g/t Au (drillhole BLRB0154) and 9 m @ 0.1 g/t Au including 1 m @ 0.26 g/t Au (drillhole BLAC1777). The drilling also identified pyritic quartz veining in one location hosted within the sediment. Figure 2.23 provides the location of all drillholes, including those that do not meet this criterion.

The geology is folded and sheared and has a magnetic elevated signature. Arsenic anomalism is present in lag samples over an area 650 m by 450 m associated with the folded sequence. Sediments and dolerites of the Killi Killi formation have been identified (Figure 2.23).

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Table 2.5 Oracle significant drilling results

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

Prospect Easting Northing RL Final Dip Azimuth Major AC/RAB Comments
Depth anomalies
(m) ( [O] ) ( [O] )
Oracle 468383.7 7866416.2 400.0 57.0 -90 0 BLRB0120 62.5 ppb Au 27-35m @ 38 ppb Au
Oracle 469883.8 7867166.2 400.0 73.0 -90 0 BLAC1822 99.7 ppb Au 69-72m @ 43.2 ppb Au
Oracle 470533.8 7866016.2 400.0 96.0 -90 0 BLAC1786 137 ppb Au 83-93m @ 31.6 ppb Au
Oracle 470633.8 7865916.2 400.0 65.0 -90 0 BLAC1777 258 ppb Au 56-65m @ 93.1 ppb Au
(incl 2 m @ 195 ppb Au)
Oracle 471383.8 7865666.2 400.0 76.0 -90 0 BLRB0104 61.2 ppb Au 47-62m @ 43 ppb Au
Oracle 473633.8 7864916.1 400.0 55.0 -90 0 BLRB0154 327 ppb Au 46-55m @ 85 ppb Au
Oracle 475133.8 7864916.1 400.0 68.0 -90 0 BLRB0133 62.9 ppb Au 29-35m @ 16 ppb Au
----- End of picture text -----

Source: Killi 2020e.

Note: Drilling results above 60 ppb Au are selected. Results other than these criteria are not reported. Drilling locations not meeting this criterion also provided in Figure 2.23.

Figure 2.23 Oracle anomalism

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Source: Killi 2020e. Projection geographic degrees. Drilling results above 60 ppb Au are highlighted. Drilling locations not meeting this criterion also shown.

2.5.1.4 E80/5101 prospectivity

The target for the Oracle and Slatey Creek area is the potential repetition of the model seen at Bald Hill. The hinge zones of folds are a concentration of mineralization. Using this model (Figure 2.3), similar fold orientation and units within the Killi Killi Formation are anticipated as a key exploration target as shown in Figure 2.25.

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Correlation has also been made with the quartz veining present and the quartz seen to the north of the tenement at the Don prospect. At Don, samples returned grades such as 16.8 g/t Au and 5.5 g/t Au from quartz veins within an anticline. Gold nuggets, also discovered at Don prospect, reflect orogenic style type gold mineralization.

Oracle offers exploration potential as the area is identified as anomalous in gold. Yet, the drilling has generally been shallow and within cover material that is up to 40 m thick. The size of some Dead Bullock Soak targets is narrow, suggesting the same could apply here. Similarly, for Slatey Creek, there is limited drilling. Follow-up drilling will need to be completed as drill fences with overlap of drillholes, and intersection of bedrock. Bedrock that was intersected at Oracle also resembles the rock types at Coyote.

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Figure 2.24 Model for gold mineralization in hinge zones

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Source: Killi 2020e.

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Figure 2.25 Hinge zone target for deeper drilling at Oracle

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Source: Killi 2020e. Projection MGA 1994 (Zone 52).

Further support for mineralization in the region is the presence of anomalous surface grades at Don to the north of the tenement. Multiple rock chip samples are over 1.0 g/t Au (Figure 2.26). With similar geology, the data supports Slatey Creek, Oracle and the synclinal hinge zone of carbonate beds between as being prospective for gold.

There is limited data for other prospects such as Mt Brophy, Mt Boulder and Gardiner Creek. However, available data such as anomalous surface grades at Mt Brophy and favourable geology at Mt Boulder suggest these areas also require further investigation.

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Figure 2.26 Don surface mineralization

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Source: Killi 2020e. Projection MGA 1994 (Zone 52).

2.5.2 E80/5100 West Bramall

2.5.2.1 Atlantic

Low-grade anomalous gold grades were identified from reconnaissance drilling conducted by Barrick in 2001. Atlantic was drilled with 57 drillholes on a 500 m by 500 m pattern. This drilling intersected sediments equivalent to the Killi Killi Formation and gneissic granites beneath up to 75 m of cover. Mineralization within the transported cover was associated with saprolites.

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2.5.2.2 E80/5100 prospectivity

Mineralization associated with granite has not been investigated. Although little is known of this prospect, the structural setting combined with the coincident magnetic and gravity anomalies point to a deep structure. Anomalous drill results (Figure 2.27 showing gold grades in ppb) was not considered deep enough to investigate the structure. The leaves it open for further surface investigations and drill testing.

Figure 2.27 Atlantic prospectivity

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Source: Killi 2020e. Projection MGA 1994 (Zone 52).

2.5.3 E46/1383 application - Balfour Project

2.5.3.1 Project description

The Balfour project comprises one EL application covering 350 km[2] and is located 125 kilometres northeast of Newman in WA. the EL application is prospective for base metals associated with the rift boundary in the Pilbara region. The project extends along approximately 25 km of interpreted strike within the Proterozoic sub-basin.

Two prospects of primary interests are identified within the sub-basin. These are the Winterbrook Prospect and the Whitewood Prospect as shown in Figure 2.28.

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Figure 2.28 Balfour prospects within the sub-basin overlain by gravity survey

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Source: Killi, 2020e. Projection MGA 1994 (Zone 52).

2.5.3.2 Winterbrook Prospect

The Winterbrook prospect is characterised by an anomalous northeast trending demagnetised structure as shown in Figure 2.29 that is interpreted to reflect hydrothermal alteration. It is orientated parallel to the basin-forming faults. This occurs along strike from the Balfour Downs manganese and copper deposits further to the southwest.

A copper-zinc-arsenic geochemical anomaly has been identified coincident with the demagnetize structure. This is approximately three kilometers long as shown in Figure 2.30. This chemical anomaly is coincident with the magnetic anomaly and the gravity anomaly as shown in Figure 2.31. There is limited outcropping geology, however, these anomalies are understood to be spatially associated with sub-cropping gently folded shales that host the copper and manganese mineralization along strike.

The limited geochemical data and associated geophysical anomalies indicate signs of prospectivity that warrant further investigation.

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Figure 2.29 Winterbrook magnetic anomaly

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Source: Killi, 2020e. Projection MGA 1994 (Zone 52).

Figure 2.30 Winterbrook copper soil anomaly

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Source: Killi, 2020e. Projection MGA 1994 (Zone 52).

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Figure 2.31 Winterbrook overlapping anomalies

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Source Killi, 2020e. Projection MGA 1994 (Zone 52).

2.5.3.3 Whitewood prospect

Airborne electromagnetic geophysical survey highlights anomalism with an overall northeast trend. This trend as shown in Figure 2.32. is subparallel to the Winterbrook prospect orientation. There is copper-zinc-arsenic soil geochemical anomalism associated with this orientation.

A geochemical anomaly is associated with shales and dolerite intrusives as shown in Figure 2.33. These are considered similar to the rocks that hosts the high-grade copper mineralization at Ilgarari and Kumarina further southwest.

The limited ground-based geochemical data and geophysics provide reasonable prospectivity that warrants further investigation.

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Figure 2.32 Whitewood magnetic and geochemical anomalies

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Source: Killi 2021b. Projection MGA 1994 (Zone 52).

Figure 2.33 Whitewood geology and geochemical anomalies

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Source: Killi 2021b. Projection MGA 1994 (Zone 52).

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3 Ravenswood North, Queensland

3.1 Project description

The Ravenswood North Project comprises five granted EPMs covering 582.7 km[2] that are centred between Townsville and Charters Towers in northern Queensland (Figure 3.1). The licence package is prospective for Devonian to Permian-aged intrusion-related gold (IRG) deposits such as the Ravenswood Goldfield (10 Moz Au), Kidston (4 Moz Au), Mt Leyshon (3 Moz Au), Mt Wright (1.5 Moz Au) and Reward (0.2 Moz Au) that all occur in Northern Queensland.

Figure 3.1 Ravenswood North regional mine locations

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Source: AMC. Projection MGA 2020 (Zone 55).

3.2 Regional geology

The basement for the Ravenswood North Project area consists of metasediments of the Charters Towers Metamorphics. The Charters Towers Metamorphics are Neoproterozoic-Early Cambrian in age and were deformed and regionally metamorphosed during the Cambrian Delamerian Orogeny. Early Ordovician extension is recorded in the basement sediments with the emplacement of Ordovician-Silurian granites and granodiorites of the Ravenswood Batholith (Figure 3.2). This composite plutonic mass crops out over >6,000 km² of the largely concealed Lolworth-Ravenswood terrane which forms part of the northern Tasman Fold Belt. Intrusions of the Ravenswood batholith are mainly oxidized (magnetite-series), hornblende bearing I-type granitoids that were emplaced into a composite basement.

Extension also generated the Burdekin Basin where sedimentation commenced during the Devonian. These sediments unconformably overly the basement rocks and comprise sediments of the Fanning River, Dotswood and Keelbottom Groups which represent on-lap of marine to terrigenous sediments onto basement highs within the Burdekin Basin. Sedimentary units derived from volcanic extrusive events are also present.

The sedimentary sequences have been deformed into regional scale open folds with fold axes trending west-northwest which is sub parallel to the main fault fabric and forms the northern most exposure of the Thomson Fold Belt.

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Throughout the province, several high-level intrusive complexes of Carboniferous-Permian age intrude the Devonian-aged sediments that concentrated magmatic fluids along the contacts between contrasting rock types. Fluids were also concentrated along pre-existing faults and fractures, as well as along intrusion-related faults, fractures, veins, breccias and pipe structures. The intrusive centres are also commonly mineralised. Some of the intrusive centres include Kitty O’Shea, Golden Valley, and Mount Success.

Dominant structural features include the east-west Alex Hill shear zone and numerous east-west and northwest trending structures including the Myrtlevale, Hell Hole Gorge and Kitty-Caesar Fault zones. The Hell Hole Gorge Fault forms the northern margin of the Ravenswood Batholith. A major northwest trending graben is also present in the northern part of the area and can be identified by the southern bounding Myrtlevale Fault which creates an unconformable contact between the Devonian Fanning River sediments and the Ravenswood Batholith.

Figure 3.2 Ravenswood North project regional geology

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Source: Killi. Projection MGA 1994 (Zone 55).

3.3 Historic mining

There is no historic mining of any significance within the granted tenure. Historical shafts are present within the Mt Success/Golden Valley excision of EPM26890. As shown in Figure 3.1 nearby historical and recent production of 20 koz to 220 koz Au at adjacent properties and 6 Moz Au to date from the Ravenswood mine indicate the potential scale in the region.

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3.4 Regional geophysics

Extensive sets of geophysical surveys have been collected over parts or all of the tenement group from previous explorers. Datasets available over various sections of the tenure include aeromagnetics, radiometrics, gravity, ASTER satellite imagery, magnetotellurics (CSAMT), induced polarization (IP) surveys, MIMDAS, and ground magnetics. The regional aeromagnetics are shown in Figure 3.3 which highlight the major west-northwest trending structures and radial dykes around Mt St Michael.

Figure 3.3 Regional aeromagnetics

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Source: Killi and Queensland Spatial Catalogue. Projection MGA 1994 (Zone 55).

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In 2021, Killi commissioned a review of an ASTER scene to generate spectral anomaly maps of the area (Figure 3.4). The review included mapping areas of known mineralization such as at Mt Success/Golden Valley to confirm the spectral characteristics. As shown in Figure 3.5 the outcropping workings of these mineralised breccia systems in the Mt Success Rhyolite show consistent white mica>kaolinite ± alunite alteration assemblages. Similar assemblages are present at nearby Kitty O’Shea and Far Fanning mines. Areas with similar spectral responses are prospective for IRG systems. AMC considers that much of the area is covered by black soil plains that mask the underlying bedrock and potential for undiscovered mineralization.

Figure 3.4 ASTER processing anomaly map

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Source: Global Ore Discovery (2021).

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Figure 3.5 ASTER spectral analysis of Mt Success/Golden Valley

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Source: Global Ore Discovery (2021).

3.5 Exploration

3.5.1 EPM26889 Rocky Bar

Local geology

The local geology of EPM26889 comprises a sliver of northwest-trending NeoproterozoicCambrian aged Charters Towers Metamorphic rocks in the central part of the licence that occur on the western side of a prominent northwest trending regional fault (Figure 3.6). The licence is dominated by Ordovician to Silurian aged granite to the east with younger Silurian to Devonian granites dominating to the west.

Unconformably overlying the basement granites are Devonian aged quartzo-feldspathic and calcareous sediments of the Burdekin, Keelbottom and Stud Groups.

A smaller area of the Permian to Carboniferous Kennedy Group felsite rocks, that include highlevel intrusive stocks and dykes, occurs on the western edge of the licence near the Burdekin River. The Mt Keelbottom breccia-hosted gold mineralization occurs closely associated with the Kennedy Group intrusive stocks and dykes and prominent northwest-trending structures. This prospect has been described by various authors to show similar characteristic to known IRG deposits in the district (AAM 2020f).

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Figure 3.6 EPM26889 local geology map

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Source AMC. Note: Qa: Alluvium, Qb: Soil, Qba: Anabranch Basalt, Td: Duricrust, TQa: Campaspe Sandstones, Cpi: Kennedy Group intrusives and felsites, Dfb: Devonian Burdekin Fm Limestone, Ddj: Devonian Dotswood Grp Julia Fm Sandstone/Conglomerate, Dds: Devionian Dotswood Grp Stud Fm calcareous mudstone/siltstone, Dkm: Devonian Keelbottom Grp Myrtlevale Fm Green to grey mudstone, SDgm: Ordovician to early Permian Millchester granodiorite, OSgm: Ordovician to early Permian Mingela Granodiorite, ODgr/d: Granodiorite, Ogl: Lavery Ck Granodiorite to granite, PLEct: Charters Towers Metamorphics. Projection MGA 1994 (Zone 55).

Exploration

Interpretation of magnetic and gravity data indicates two prominent northeast trending lineaments, the Keelbottom and Mount Success lineaments, which are interpreted as cross faults. Orthogonal lineaments occur in two areas in the south and to the north. Gravity reflected the similar northeast trending Keelbottom and Mount Success lineaments and also showed gravity highs where outcropping granitoids were mapped (AAM, 2020f). Several other magnetic and radiometric anomalies were identified with some attributed to outcropping Permo-Carboniferous and Silurian-aged intrusive rocks. Structures within the granite are highlighted by magnetic and radiometric surveys and may be potential conduits for mineralising fluids. Results of rockchip gold results in the area are shown in Figure 3.7. Minor anomalism exists.

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Figure 3.7 EPM26889 historic rock chip samples g/t Au

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Source: AMC. Projection MGA 1994 (Zone 55).

3.5.2 EPM26890 Mt Success Regional

Local geology

EPM26890 occurs within a 100 km long northwest trending structural corridor where several Permo-Carboniferous aged breccia-hosted intrusion related gold systems occur from the Ravenswood goldfield to Piccadilly in the northwest. EPM26890 surrounds the Mt Success Breccia Complex that intrudes the Devonian limestone and calcareous arkose and Permo-Carboniferous Mt Success Rhyolite sills and flows (Figure 3.8). Gold mineralization is interpreted to occur closely associated with diorite to andesite intrusives. Gold occurs within highly altered, sulphide-bearing, clast-supported, mosaic-textured, marginal breccias on the southeastern flank of the Mt Success breccia pipe.

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Figure 3.8 EPM26890 local geology

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Source: Killi, 2020a. Projection MGA 1994 (Zone 55).

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ASTER imagery is shown in Figure 3.9 and includes the locations of targets derived from the ASTER band assessment.

Figure 3.9 EPM26890 target map on ASTER Sabins band ratio

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Source: Global Ore Discovery, 2021. Sabins band ratio ideal for mapping felsic and mafic units. Brown to pinks are felsic units. Projection MGA 1994 (Zone 55).

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Assessments in the field have shown that at Target D sampling concentrated on an area of small historical workings identified in the government mineral occurrence database but has only been sampled once before by Newmont in the 1986 field season. No other work has been completed on the prospect (to Killi’s understanding) and systematic soil sampling is required to understand the full extent of the mineralization.

Mineralization is hosted in gossanous sub-crop with three small pits sunk into the mineralised zones. A mullock dump at the site was sampled. It is not known when or how much gold was extracted but the workings are small (<50 m[2] ). Composite sampling from the stockpiles returned 16.2 g/t Au and 7.2 g/t Au, replicating sampling by Newmont that returned 18.6 g/t Au and 5 g/t Ag.

The sulphidic veins are hosted in granodiorite situated on the Golden Valley fault zone. An aeromagnetic low is associated to mineralization and may represent a mineralised intrusive under shallow cover (Figure 3.10). This mineralization appears to be an extension of the Golden Valley mineralization located on a major fault zone between Target D and Golden Valley.

Follow up soil sampling is recommended at Target D to delineate the extent of mineralization.

Figure 3.10 Assay results of regional rock chip sampling in EPM 26890

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Source: Killi, 2020a. Projection MGA 1994 (Zone 55). Note: Results not highlighted have no anomalous gold.

Sampling from epithermal veins at Target E returned low level anomalous gold results.

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3.5.3 EPM26892 Mt Hotspur

Local geology

The Mt Hotspur area occurs within a 100 km long northwest trending structural corridor where several Permo-Carboniferous aged breccia-hosted intrusion related gold systems occur from the Ravenswood goldfield to Piccadilly in the northwest. Within the licence area the Early Carboniferous Mt Douglas volcano-sedimentary formation and the Horse Pocket Volcanic Formations are intruded by Late Carboniferous-Early Permian intrusives including the Emysland granodiorite (Figure 3.11). Extensive narrow Zn-Pb-Ag-Au veins have been previously defined at the Mt Douglas prospect.

Figure 3.11 EPM26892 surface geology and drilling gold gram metres showing the West Branch anomaly under transported sediments

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Source: Killi, 2020b. Projection MGA 1994 (Zone 55).

Historic Exploration

The Mt Hotspur area has had well documented exploration since 1997. Regional programmes of geophysics, soil and rock geochemistry and drilling has been conducted by Central Pacific Minerals NL (Pope, 1997) and Carpentaria Gold Pty Ltd between 2007 and 2015 (Inthisaen, 2012 and Lisowiec, 2016).

The primary focus of exploration is in the area around Mt Douglas/Mt Hotspur intrusive centres. Rock chip samples are shown in Figure 3.12 and a summary of the drilling and soil anomalism superimposed on the regional total magnetic intensity aeromagnetics is shown in Figure 3.13.

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The anomalous geochemistry seen over Mt Douglas was tested with drilling and IP which had limited success to date. The prospect area has been influenced by folding associated with the formation of the Fig Tree Syncline, which is a relatively open fold with a shallow (~20° to -30° plunge towards the southeast). The prospect lies on the eastern limb of the syncline and as such the dominant bedding orientation dips approximately 30° to 45° towards the east-northeast. Stratabound zones of breccia occur around the fold hinges, which are thought to be related to a competency contrast between the different units, resulting in localised shearing and dilation (extension) during folding. It is possible that these zones acted as pathways and/or traps for hydrothermal fluids during mineralization.

Figure 3.12 EPM26892 historic rockchip g/t Au results

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Source: AMC. Projection MGA 1994 (Zone 55).

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Figure 3.13 EPM26892 aeromagnetic image with summary geochemistry anomalies

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Source: Killi, 2020b. Projection MGA 1994 (Zone 55). Note: Drilling results above 0.3 g/t Au are selected. Drilling locations not meeting this criterion are shown in Figure 3.11.

Geophysical Resources and Services Pty Ltd (GRS) completed six lines of 2D MIMDAS IP over the Mt Douglas prospect area for a total of 18 line-kilometres. The lines were acquired using a pole-dipole array, with 100 m spacing and 400 m line spacing.

2D and 3D chargeability and resistivity inversion models were generated by GRS (Inthisaen, 2012). Distinct chargeability anomalies were observed, trending northwest-southeast and extending over a strike length of over 2.4 km. Line 30,000 N extends far to the east where a large resistivity low anomaly occurs immediately south of Anomaly 6.

A diamond drilling program consisting of six holes (MDD001 to MDD006) was completed at the Mt Douglas prospect for a total of 2784.27 m (Table 3.1). Drillhole and sample locations are provided on Figure 3.14 and Appendix A.

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Figure 3.14 Mt Douglas collar locations

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Source: AMC. Projection MGA 1994 (Zone 55).

Recent Exploration

Recent exploration by Killi (Killi, 2020b) has included ASTER data and mineral/alteration mapping analysis (Figure 3.15) and a technical compilation of all historic data.

Figure 3.15 EPM26892 ASTER Sultan band ratio

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Source: Killi, 2020b. Red indicates Hydroxyl minerals, Green indicates iron oxides, blue indicates iron silicates. Projection MGA 1994 (Zone 55).

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Recent reinterpretations of the historic data are shown in Figure 3.16, with IP data imposed on historical drilling results and surface sampling. The model highlights two IRG systems interpreted from the data. The target gold ore zones for the IRG systems are interpreted to be within <100 m from the surface at West Branch. The highest priority target for initial drilling is the West Branch prospect.

Figure 3.16 EPM26892 Mt Douglas/Hotspur and West Branch prospects cross section of IP and interpreted geological model

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Source: Killi, 2020b. Note: Rock chip results above 0.3 g/t Au are selected. All rockchip results are shown in Figure 3.12.

3.5.4 EPM26908 Dotswood

Local geology

EPM26908 hosts the Ravenswood batholith which is intruded by the Macrossan Gabbro and consists of dark grey to black, fine to medium-grained, commonly porphyritic hornblende, plagioclase, gabbro to diorite; quartz diorite; quartz-bearing gabbro; and hornblende-biotite granodiorite. Breccia-hosted shear zones are associated with the Macrossan Gabbro and Aubase metal mineralization. Summary geology is shown in Figure 3.17.

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The gabbro is host to an unnamed mineral occurrence (440867). Mineralization outlined in the mineral occurrence database states it as an Au-Ag-Cu-Pb occurrence 150 m long and 3 m wide.

Figure 3.17 EPM26908 local geology with historic stream sediment and rock chip gold results

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Source: Killi, 2020c. Projection MGA 1994 (Zone 55).

Historic Exploration

Historic exploration included rock chip and stream sediment sampling as shown in Figure 3.17. Weak anomalism associated with stream sediment sampling returned two coincident zones of copper anomalism and rock chip sampling returned anomalous As (250 ppm) and Cu (125 ppm) from outcrop in the drainage area. 300 m to the south, rock chip sampling returned anomalous results of 0.08 g/t Au, 2 g/t Ag, 495 ppm Pb (Figure 3.17).

The potential for orogenic gold hosted in granitic units, similar to mineralization at Charters Towers was examined. Bouguer gravity was reviewed to identify major deep-seated structures. Southwest to northeast trending structures and cross cutting northwest to southeast structures intersect both the Charters Towers gold field and the Dotswood project (Figure 3.18). Orogenic gold fields can be located on the intersection of these deep-seated features.

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Figure 3.18 EPM26908 bouguer gravity interpretation of Charters Towers province

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Source: Killi, 2020c. Projection MGA 1994 (Zone 55).

3.5.5 EPM26909 Mt Boddington

Local geology

The geological setting at Mt Boddington consists of the Lavery Creek and Mt Boddington granite suites intruded by radial microgranite dykes (Figure 3.19). Such microgranite dykes indicate a buried intrusive source. This blind intrusive is potentially associated with shear-hosted gold mineralization in historical workings at Middle Ridge prospect. This prospect is a small quartz vein blow.

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Figure 3.19 EPM26909 Mt Boddington local geology

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Source: Killi, 2020d. Projection MGA 1994 (Zone 55).

Exploration

Limited reconnaissance exploration has been conducted on the EPM26909 area. Rock chip and stream sediment sampling and a single drill hole are shown in Figure 3.20. The association of metamorphic rocks from Jindavik/Sandy Creek and anomalous rock chips in EPM26909 suggests granite-hosted shear related, Charters Towers type mineralization, extends into the Mt Boddington licence. It may also be due to intrusive related fluids exploiting shear structures. The Sandy Creek and Jindavik prospects have been mapped as being in Charters Towers Metamorphics.

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Figure 3.20 EPM26909 historic rock chip locations

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Source: Killi, 2020d. Projection MGA 1994 (Zone 55).

3.5.6 EPM27828 application - Mt Rawdon West

3.5.6.1 Project description

The Mt Rawdon West project comprises one EPM application covering 292 km[2] located around Mt Perry and 10 km along strike from Mt Rawdon gold mine.

Historical exploration has identified copper and gold anomalism. This is associated with a northeast trending intrusion related mineralization corridor. The main targets identified are at Wonbah, Wonbah Knob and Edina Range as shown in Figure 3.21. The Mt Perry goldfields are known to contain multiple intrusion related gold deposits.

Wonbah is the primary target with a three kilometre by one kilometre copper-gold-molybdenum geochemical anomaly. This location coincides with the intersection of regional mineralization controlling faults.

Wonbah Knob contains evidence of historic mining. This included adits into a breccia pipe, with strongly altered granodiorite, approximately 150 m in diameter. There was historically minor production of copper and gold from adits and a small open pit. Grades were reported up to 2.1% copper from adits and 1.4% copper from outcrop.

These prospects and the anomalism identified at Edina Range provide targets for further investigation once the application is granted.

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Figure 3.21 Mt Rawdon West target locations

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Source Killi 2021a. Projection MGA 2020 (Zone 56). Note: Results not shown have no anomalous gold or copper.

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4 Adjacent properties

4.1 Western Australia

Adjacent properties include leases surrounding the previously mined Bald Hill gold mine and the excised mining licence at the Coyote gold mine, where there is also a processing plant. No current mining is on-going on any adjacent leases, and no known recent exploration success has been made public on adjacent grounds.

4.2 Queensland

Adjacent properties include leases surrounding the previously mined Far Fanning gold mine and the excised mining licence at the historic Mt Success/Golden Valley workings. No current mining is on-going on any adjacent leases, and no known recent exploration success has been made public on adjacent grounds.

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5 Planned work programmes

5.1 Western Australia

E80/5103: The Tent Hill tenement has a number of target areas including Tent Hill, Lyrebird, and Dove extension within the Vulture and other related trends which were identified as having similar characteristics to Kookaburra and Sandpiper but are metres beneath the recent cover sequence. In addition, the prospects along the Bramall trend such as Tahiti and Mondengo, have anomalous gold associated with each target area.

All three target areas require follow up field work including detailed mapping, rock and soil geochemistry, close spaced ground and airborne geophysics and drilling, due to the cover, to identify areas of potential mineralization. The first of these targets is Tent Hill where significant gold grades were previously intercepted.

E80/5102: The Hermes tenement has a number of target areas, in particular, Hermes and Yosemite are prospective, supported by anomalous gold grades. Drilling was only to shallow depths. Planned work includes follow up mapping and geochemisry, infill and deeper drilling and ground and airborne geophysics at Hermes initially.

E80/5101: The Slatey Creek tenement has geology and structure indicative of Dead Bullock Soak. There are anomalous gold grades at a number of sites. Outcrops are deformed and contain rocks of interest. It is planned that the main areas be mapped and sampled in detail, ground and airborne geophysics, with targeted drilling programmes are defined to explore the targets at depth.

E80/5100: The West Bramall tenement is relatively untested. The results of the historical data show anomalous gold results and the magnetic high below provides a target at depth. Mapping and geochemical sampling and additional geophysics are required.

5.2 Queensland

EPM26889: The Rocky Bar tenement has a number of target areas including Rocky Bar-Windmill, M-10/13 and M-19 which were identified as having similar characteristics to the Mt Keelbottom prospect including large circular magnetic low features, potassic alteration indicated by the radiometric data and strongly anomalous gold grades surrounding each target area from the stream sediment geochemistry. All three target areas are recommended for follow up field work including detailed mapping, rock and soil geochemistry and airborne Hymap hyperspectral data acquisition and processing to identify areas of extensive hydrothermal alteration typical of IRG systems.

EPM26890: It is recommended for EPM 26890 that a reconnaissance soil sampling survey be completed at Target D and infill soil sampling survey at Mt Success West. Further mapping at Target E and Mt Success West is recommended.

EPM26892: Planned work includes follow up, infill and extension soil sampling over the West Branch prospect and scout drilling.

EPM26908: It is recommended that the main prospect areas be mapped, sampled and an assessment be made on the project based on results.

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EPM26909: The results of the historical data review, structural interpretation and radiometric interpretation suggest the project has potential to host an IRG system based on:

Anomalous rock chip samples from previous explorers at Prospect A and B along what is interpreted as major shear zones at the contact to an intrusive body indicated potential mineralised fluids in the system.
Gold workings at Middle Ridge prospect at a major structural zone are potentially related to a blind intrusive source prospective for the IRG model (Morrison 2017 Intrusion-Related Gold Deposits in North Queensland).
Potassium highs surrounding interpreted blind intrusions supportive of IRG model.

Further work will require systematic sampling and mapping of the Middle Ridge prospect and the associated radial dykes, focusing in on areas of the interpreted blind intrusive centres.

5.3 Planned expenditure

There is provision in Killi’s proposed budget for airborne Versatile Time-Domain Electromagnetic (VTEM) geophysical surveys at the West Tanami Project over E80/5101, E80/5102, and the eastern half of E80/5103, and at Ravenswood North Project over EPM 26890 and EPM 26892. These are to identify whether zones of mineralization have electro-magnetic signatures that can be used as a tool to identify with greater detail, the preferred targets on these tenements. AAM received quotations for these surveys and has passed them on to Killi.

Programmes of aircore (AC), reverse circulation (RC) and diamond drilling (DD) are proposed over the next two years following up on the prioritised targets. RC drilling is also proposed for up to four targets with additional drilling at Tent Hill and Hermes being first priority.

Killi proposes to commence field activities immediately following its admission to the official list of the ASX and once approvals are in place.

Killi has prepared staged exploration programmes, specific to the exploration potential of the prospects, which is consistent with its budget allocation. AMC considers that the project areas have sufficient technical merit and evidence of previous exploration to justify the proposed programmes and expenditure.

Table 5.1 provides a breakdown of planned expenditure in the first two years totalling A$4.8 million of field work within the A$6.8 million of funds.

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Table 5.1 Planned expenditure

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WA QLD
West Balfour Ravenswood Mt Rawdon Totals
Year Expenditure Tanami (application) North West
($)
(granted) (granted) (application)
($) ($) ($) ($)
2021-2022 Database 20,000 10,000 25,000 10,000 65,000
Heritage 80,000 60,000 100,000 60,000 300,000
Geophysics 340,000 60,000 200,000 80,000 680,000
Geochemistry 130,000 30,000 70,000 20,000 250,000
AC Drilling 560,000 - 150,000 90,000 800,000
RC Drilling 275,000 - 167,500 - 442,500
DD Drilling - - - - -
Sub-totals 1,405,000 160,000 712,500 260,000 2,537,500
2022-2023 Database 25,000 5,000 25,000 5,000 60,000
Heritage 80,000 40,000 60,000 60,000 240,000
Geophysics 80,000 - - 60,000 140,000
Geochemistry 105,000 22,000 60,000 45,000 232,000
AC Drilling 350,000 140,000 250,000 200,000 940,000
RC Drilling 350,000 - 120,000 90,000 560,000
DD Drilling 100,000 - - - 100,000
Sub-totals 1,090,000 207,000 515,000 460,000 2,272,000
Total Exploration - - - - - 4,809,500
Indirect costs Expenses for the offer 590,000
Administration 750,000
Working Capital (unallocated) 658,000
Total 6,807,500
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6 JORC compliance statement

6.1 Independent Geologists Report

The information in this IGR has been compiled by:

Mr Roderick Carlson, a Competent Person who is a Member of The Australian Institute of Geoscientists. Mr Carlson is employed by AMC Consultants Pty Ltd. AMC Consultants Pty Ltd has been engaged by Killi under a services agreement. Mr Carlson has no relationship with Killi, or any employees or directors of Killi. Mr Carlson is not a shareholder of Killi. Mr Carlson has no beneficial interest in any of the claims or agreements related to the claims, the subject of this IGR. Mr Carlson has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Carlson consents to the inclusion of this IGR in the IPO prospectus in its entirety.

Mr Andrew Proudman, a Competent Person who is a Member of The Australian Institute of Geoscientists. Mr Proudman is employed by AMC Consultants Pty Ltd. AMC Consultants Pty Ltd has been engaged by Killi under a services agreement. Mr Proudman has no relationship with Killi, or any employees or directors of Killi. Mr Proudman is not a shareholder of Killi. Mr Proudman has no beneficial interest in any of the claims or agreements related to the claims, the subject of this IGR. Mr Proudman has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Proudman consents to the inclusion of this IGR in the IPO prospectus in its entirety.

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7 Sources of information

Killi , 2018a. West Tanami Gold Project Iron Bull Mining.

Killi , 2019a. Tanami data review, pre-Tanami Gold exploration data. Powerpoint May 2019.

Access Australia Mining Pty Ltd , 2020a. EPM26890 Mt Success Regional Annual Report to 16th December 2020. Queensland Department of Mines and Energy statutory report. Reporting period 17th December 2019 to 16th December 2020.
Access Australia Mining Pty Ltd , 2020b. EPM26892 Mt Hotspur Annual Report to 5[th] December 2020. Queensland Department of Mines and Energy statutory report. Reporting period 4[th] December 2019 to 5[th] December 2020.
Access Australia Mining Pty Ltd , 2020c. EPM26908 Dotswood Annual Report to 19[th] December 2020. Queensland Department of Mines and Energy statutory report. Reporting period 19[th] December 2019 to 19[th] December 2020.
Access Australia Mining Pty Ltd , 2020d. EPM26909 Mt Boddington Annual Report to 20[th] December 2020. Queensland Department of Mines and Energy statutory report. Reporting period 20[th] December 2019 to 20[th] December 2020.

Access Australia Mining Pty Ltd , 2020e. Tanami Gold Project Technical Summary July 2020.

Access Australia Mining Pty Ltd, 2020f. EPM26889 Rocky Bar Annual Report to 3[rd] April 2020. Queensland Department of Mines and Energy statutory report. Reporting period 4[th] April 2019 to 3[rd] December 2020.
Killi , 2021a. Mt Rawdon Technical Summary May 2021
Killi , 2021b. Pilbara Technical Summary Feb 2020_V2
Basas , L., et al, 2008 An example of a Palaeoproterozoic back-arc basin: Petrology and geochemistry of the ca. 1864 Ma Stubbins Formation as an aid towards an improved understanding of the Granites–Tanami Orogen, Western Australia
Crispe , A. et al, 2007, Geological framework of the Archean and Paleoproterozoic Tanami Region, Northern Territory
Inthisaen , 2012. Carpentaria Gold Pty. Ltd 2D & 3D MIMDAS Surveys. Welcome, Mt. Success and Mt. Douglas Grids. North Queensland, Australia. Acquisition & Modelling Report. Geophysical Resources & Services Pty Ltd.

Ironbull , 2017. Information Mmorandum Ironbull Mining’s Tanami Gold Project

Lisowiec , N., 2013. Carpentaria Gold Pty Ltd Technical Report No.CG162, MDL 257 “Golden Valley” Annual Report for the Period ended 31[st] October, 2012, Ravenswood Project, Queensland.
Lisowiec , N., 2016. Carpentaria Gold Pty Ltd Technical Report No.CG210, EPM 16203 “Mt Success” Annual Report for the Period ended 26th September, 2015, Ravenswood Project, Queensland
Pope , G.J., 1997. Exploration Permit Minerals 5780, Mt Success Project. Central Pacific Minerals N.L. Annual and Final Report for the period ended 28 February 1997

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Global Ore Discovery, 2021. Ravenswood Project ASTER spectral processing. Internal report for Access Australia/Asia Mining. February 2021. . pp28.

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8 Qualifications

8.1 Introduction

AMC is a firm of mineral industry consultants whose activities include the preparation of due diligence reports and reviews on mining and exploration projects for equity and debt funding and for public reports.

The contributors to this IGR are:

Roderick Carlson – Principal Geologist BSc, MSc, MAIG RPGeo (mining and exploration). Rod is a principal geologist with extensive management and consulting experience. Rod is highly experienced in areas including resource evaluation and audit, mine to mill reconciliation, geochemistry, drilling interpretation, and regolith mapping. Currently a registered professional geoscientist with the Australian Institute of Geoscientists. With significant project management and peer review experience, Rod has worked across numerous commodities including gold, copper, bauxite, platinum, and coal. He has extensive international experience, having worked on projects in Australia, Indonesia, Malaysia, China, Colombia, Botswana, Burkina Faso, and Oman. Rod has also conducted industry-training programmes in areas including geology for non-geologists, practical sampling, quality assurance and control (QAQC), grade control, geostatistics, and reconciliation. He has generated resource reports to JORC Code and NI 43-101 standards.
Andrew Proudman, Principal Consultant / Geology Manage r, MEngSc, CP(Geo). Andrew has 30 years of accumulated mineral industry experience. He has worked in both underground and open-pit metalliferous mines. He has skills in geotechnical assessment, ground support design, modelling and data presentation and review. He also provides advice and training on geotechnical and geological data collection, and mentoring for site-based geotechnical engineers, including a secondment as principal geotechnical engineer in an Indonesian underground operation. Andrew’s experience also includes review of geotechnical processes and ground control management plans, auditing, and due diligence. He has significant operational experience in Australia and overseas, and has worked in gold, base metals, porphyry copper, IOGC, coal, and graphite deposits. Andrew spent ten years working in the Tanami in project and senior geologist roles at the Granites and Dead Bullock Soak operations.

8.2 Independence

AMC acted as an independent party. Neither AMC nor the contributors to this IGR have any interests in Killi or in the proposed transaction subject of this IGR that could be reasonably construed to affect their independence.

Neither AMC nor the contributors to this IGR or members of their immediate families hold shares in Killi.

AMC is being paid a fee according to its normal per diem rates and out of pocket expenses in the preparation of this IGR. Its fee is not contingent on the outcome of the transaction subject to this IGR. AMC has no other pecuniary interest, association or employment relationship with Killi.

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8.3 Reliance on information

In AMC’s letter of engagement, Killi agreed to comply with the obligations of the commissioning entity under the VALMIN Code, including that to the best of its knowledge and understanding, complete, accurate and true disclosure of all relevant material information has been made.

In preparing this IGR, to the extent that it is based on information and reports provided by Killi, AMC has relied on information and reports provided to it by Killi, and AMC has no reason to believe that information is materially misleading or incomplete or contains any material errors. AMC accepts no liability in respect of such data or information, save that it has exercised reasonable care as set below, in the use of such data and information. AMC makes no representation and gives no warranty as to the accuracy or completeness of the data or information contained in any information or reports that it has relied on.

Killi has been provided with drafts of this IGR to enable correction of any factual errors and notation of any material omissions. The views, statements, opinions and conclusions expressed by AMC are based on the assumption, that all data provided to it by Killi are complete, factual and correct to the best of Killi’s knowledge.

8.4 Effective date

The conclusions in this IGR are effective as at the date of the report, however those conclusions could change in the future depending on changes in commodity prices and/or results and technical changes at the proposed operations and/or results of exploration and/or status of tenements. AMC disclaims responsibility for any changes that may have occurred after the date of this IGR.

8.5 Standard of work

AMC warrants that in the preparation of this IGR it has taken reasonable care in accordance with standards ordinarily exercised by members of the profession generally who practice in the same locality and under similar conditions. AMC accepts no liability whatsoever in respect of any failure to exercise a degree or level of care beyond such reasonable care. No other warranty, express or implied, is given, save where necessarily incorporated by statute. The IGR has been prepared in accordance with the scope of work and for the purpose outlined in the engagement document dated 11 December 2020 and should be read in full. No responsibility is accepted for the use of any part of this IGR in any other context or for any other purpose or by third parties. This IGR does not purport to give to legal advice.

8.6 Consulting Fees

AMC’s estimated fee for completing the Report is based on its normal professional daily rates plus reimbursement of incidental expenses. The fees are agreed based on the complexity of the assignment, AMC’s knowledge of the assets and availability of data. The fee payable to AMC for this engagement is estimated at approximately A$61,000. The payment of this professional fee is not contingent upon the outcome of this Report.

8.7 Consent

AMC consents to the inclusion of this IGR in listing documents to accompany an Initial Public Offering for a listing by Killi on the Australian Securities Exchange in 2018. Neither AMC’s IGR nor any part of it, nor any reference to it, may be used for any other purpose without AMC’s prior written consent.

8.8 Reliance on report

To the extent permitted by law, AMC accepts no liability whatsoever, whether in contract, in tort or negligence or otherwise, for any loss or damage (including consequential or economic loss or damage) arising as a result of any person other than the named addressees acting or refraining from acting in reliance on any information, opinion or advice contained in this IGR.

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No person (including the clients) is entitled to use or rely on this IGR and its contents at any time at which any fees (or reimbursement of expenses) due to AMC are outstanding and, in those circumstances, AMC may require the return to it by any person of all copies of this IGR and any part of it in their possession.

8.9 Indemnity

Killi has indemnified AMC in regard to damages, losses and liabilities related to or arising out of AMC’s engagement other than those arising from wilful default, negligence or unlawful act on our part.

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Appendix A Selected Drillhole and Rockchip Data

Appendix A - 1

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Independent Geologist Report

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Our offices

Australia

Adelaide

Level 1, 12 Pirie Street Adelaide SA 5000 Australia

T +61 8 8201 1800 E [email protected]

Melbourne

Level 29, 140 William Street Melbourne Vic 3000 Australia

T +61 3 8601 3300

E [email protected]

Brisbane

Level 21, 179 Turbot Street Brisbane Qld 4000 Australia

T +61 7 3230 9000 E [email protected]

Perth

Level 1, 1100 Hay Street West Perth WA 6005 Australia

T +61 8 6330 1100
E [email protected]

Canada

Toronto

140 Yonge Street, Suite 200 Toronto ON M5C 1X6 Canada

T +1 647 953 9730

E [email protected]

Russia

Moscow

5/2, 1 Kazachiy Pereulok, Building 1 Moscow 119017 Russian Federation

T +7 495 134 01 86

E [email protected]

Vancouver

200 Granville Street, Suite 202 Vancouver BC V6C 1S4 Canada

T +1 604 669 0044

E [email protected]

Singapore

9 Straits View #05-07 Marina One (West Tower) Singapore 018937

T +65 9720 2197

E [email protected]

United Kingdom

Maidenhead

Registered in England and Wales Company No. 3688365

1 Bell Street Maidenhead Berkshire SL6 1BU United Kingdom

T +44 1628 778 256

E [email protected]

Registered Office: The Kinetic Centre Theobald Street Elstree Hertfordshire WD6 4PG United Kingdom

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ANNEXURE B – SOLICITOR’S REPORT ON TENEMENTS

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110

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16 November 2021

Your Ref: Our Ref: MAI:JPM:5457-01 Contact: Matt Ireland Partner [email protected]

Killi Resources Limited 945 Wellington Street WEST PERTH WA 6005

Dear Directors

SOLICITOR’S REPORT ON TENEMENTS

This report is prepared for inclusion in a prospectus for the initial public offering to be lodged with the Australian Securities and Investments Commission on or around 1 6 November 2021 for the issue of up to 30,000,000 fully paid ordinary shares in the capital of Killi Resources Limited (ACN 647 322 790) ( Company ) at an issue price of $0.20 per share to raise up to $6,000,000 ( Prospectus ).

1. SCOPE

We have been requested to report on mining tenements in which the Company has an interest in Queensland and Western Australia.

Details of the WA Tenements and the Queensland Tenements (as those terms are defined in section 2(a), and together being the Tenements ) are set out in Schedule 1 and Schedule 2 respectively.

This report is limited to the Searches (defined below) set out in section 2 of this Report.

2. EXECUTIVE SUMMARY

(a) Company’s interest

The Company, through its wholly owned subsidiaries, has registered interests in the following mining tenements and an application for a mining tenement that are located in Western Australia ( WA Tenements ):

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Tenement	Status	Registered holder/applicant
E80/5100	Granted	Iron Bull Bangemall Limited (IBB)
E80/5101	Granted	IBB
E80/5102	Granted	IBB
E80/5103	Granted	IBB
E46/1383	Application	Access Australia Mining Pty Ltd (AAM Australia)

The Company, through its wholly owned subsidiary AAM Australia, has registered interests in the following mining tenements and an application for a mining tenement that are located in Queensland (together, the Queensland Tenements ):

Tenement	Status	Registered holder/applicant
EPM 26889	Granted	AAM Australia
EPM 26890	Granted	AAM Australia
EPM 26892	Granted	AAM Australia
EPM 26908	Granted	AAM Australia
EPM 26909	Granted	AAM Australia
EPM 27828	Application	AAM Australia

On 18 August 2021, AAM Australia entered into an option and joint venture agreement with 1315795 B.C. Ltd., a company incorporated in British Columbia ( Numberco ) ( Option and Joint Venture Agreement ), under which AAM Australia granted Numberco the option to earn-in up to a 70% interest into the Tenements comprising the Ravenswood North Project (being all the Queensland Tenements except for EPM27828). The material terms of the Option and Joint Venture Agreement are summarised in Schedule 4.

(b) Applications for Tenements

AAM Australia currently has an application for EPM27828 in Queensland and E46/1383 in Western Australia which has not yet been granted.

The grant of these Tenements is therefore not guaranteed and the application for the Tenement will need to satisfy the Future Act Provisions to be valid under the NTA.

(c)

Rent

All of the rental payments which are due for the most recently completed tenement year for each Tenement have been paid in full.

(d)

Expenditure

All of the Tenements have been expended in full for the most recently completed tenement year, except for the applications for E46/1383 and EPM 27828, for which no expenditure is yet recorded.

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(e) Environment

The Queensland Searches indicate:

(i) the presence of 'environmentally sensitive areas' (ESAs) within EPM 26889, EPM 26909, EPM 26908 and EPM 27828, which are set out in section 9.7; and
(ii) that there are Restricted Areas (as that term is defined in section 9.9) covering certain of the Queensland Tenements, which are set out in Schedule 2 of this Report.

The Company has confirmed that, to the best of its knowledge, these intersects will not prevent the Company from undertaking its proposed mining activities on the Queensland Tenements.

(f) Defence Training Area

The Queensland Searches indicate that EPM 26892 overlaps with the Dotswood Defence Training Area.

On 4 September 2020, AAM Australia entered into a deed of access with the Commonwealth of Australia with respect to tenements EPM 26890 and EPM 26892. The material terms and conditions of this deed are summarised in Schedule 4.

The Company has confirmed that, to the best of its knowledge, this deed of access permits the Company to undertake its proposed exploration activities on the areas of the Queensland Tenements that overlap the Dotswood Training Area.

(g) Native title and Aboriginal Heritage

Tenements EPM 26889, EPM 26890 and EPM 26892 overlap with recorded Aboriginal Heritage Sites. These sites are listed in section 8.6 and Schedule 3.

The Company’s subsidiaries have entered into the following native title and heritage agreements:

(i) a Native Title Heritage Protection and Mineral Exploration Agreement dated 11 December 2019 in relation to E80/5100, E80/5101, E80/5102 and E80/5103; and
(ii) a Cultural Heritage and Exploration Agreement in regard to EPM 26908 with the Birriah Aboriginal Corporation RNTBC ICN 8261 on its own behalf and on behalf of the Birriah People (Birriah Aboriginal Corporation).

These agreements are summarised in Schedule 4 of this Report.

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3. OPINION

As a result of the Queensland Searches and the WA Searches (as those terms are defined in section 4, and together being the Searches ), but subject to the assumptions and qualifications set out in this report, we are of the view that, as at the date of the relevant Searches, this report provides an accurate statement as to:

(a) the Company’s interest in the Tenements;
(b) the validity and good standing of the Tenements; and
(c) third party interests’, including encumbrances, in relation to the Tenements.

4. SEARCHES

(a) WA Tenements

For the purposes of this Report, we have conducted searches and made enquiries in respect of all of the WA Tenements as follows ( WA Searches ):

(i) we have obtained mining tenement register searches of the Tenements from the registers maintained by the Western Australian Department of Mines, Industry Regulation and Safety ( DMIRS ) ( WA Tenement Searches ). These searches were conducted on 9 November 2021. Key details on the status of the WA Tenements are set out in Schedule 1;
(ii) we have obtained results of searches of the schedule of native title applications, register of native title claims, national native title register, register of indigenous land use agreements and national land use agreements as maintained by the National Native Title Tribunal ( NNTT ) for any native title claims (registered or unregistered), native title determinations and indigenous land use agreements ( ILUAs ) that overlap or apply to the Tenements. This material was obtained on 9 November 2021. Details of any native title claims (registered or unregistered), native title determinations and ILUAs are set out in section 7 of this Report and Schedule 3;
(iii) we have obtained searches from the online Aboriginal Heritage Inquiry System maintained by the Department of Planning, Lands and Heritage ( DPLH ) for any Aboriginal sites registered on the Western Australian Register of Aboriginal sites over the WA Tenements ( Heritage Searches ). These searches were conducted on 9 November 2021. Details of any Aboriginal Sites are set out in Schedule 3;
(iv) we have obtained quick appraisal user searches of Tengraph which is maintained by the DMIRS to obtain details of features or interests affecting the WA Tenements ( Tengraph Searches ). These searches were conducted on 9 November 2021. Details of any material issues identified from the Tengraph Searches are set out in the notes to Schedule 1; and
(v) we have reviewed all material agreements relating to the WA Tenements provided to us or registered as dealings against the WA Tenements as at the date of the WA Tenement Searches and have

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summarised the material terms (details of which are set out in Schedule 4).

(b) Queensland Tenements

For the purposes of this report, we have obtained searches and made enquiries in respect of all of the Queensland Tenements as follows ( Queensland Searches ):

(i) information from the Queensland Department of Resources’ resource authority public reports ( QDR ). This search was conducted on 9 November 2021. Key details on the status of the Queensland Tenements are set out in Schedule 2;
(ii) information from GeoResGlobe ( Mines Mapping ) obtained on 9 November 2021;
(iii) tenement search obtained from the Department of Aboriginal and Torres Strait Islander Partnerships ( DATSIP ) on 9 November 2021;
(iv) extracts of registered Native Title claims and Native Title determinations that apply to the Queensland Tenements, as determined by the National Native Title Tribunal ( NNTT ). This material was obtained on 9 November 2021. Details of Native Title claims and determinations are set out in section 7.9 and Schedule 3;
(v) searches of the Department of the Environment and Science ( DES ) protected matters search tool obtained on 9 November 2021;
(vi) environmental authority information obtained from the register maintained by the DES on 9 November 2021; and
(vii) searches of the public DES suitable operator register obtained on 9 November 2021.

We have been provided with a current Aboriginal cultural heritage agreement, and a deed of access, which are summarised in Schedule 4. We have not been provided with or reviewed any environmental reports, impact assessments, ecology reports, or any other agreements in relation to the Queensland Tenements.

5. DESCRIPTION OF THE WA TENEMENTS

The WA Tenements comprise exploration licences (or in the case of, E46/1383, an application for an exploration licence) granted under the Mining Act 1978 (WA) ( WA Mining Act ). Schedule 1 provides a list of the WA Tenements. The below summary provides a description of the nature and key terms of these types of mining tenements as set out in the WA Mining Act and potential successor tenements.

(a) Rights

The holder of an exploration licence is entitled to enter the land for the purposes of exploration for minerals with employees and contractors and such vehicles, machinery and equipment as may be necessary or expedient.

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(b) Term

An exploration licence has a term of 5 years from the date of grant. The Minister may extend the term by a further period of 5 years followed by a further period or periods of 2 years.

(c) Retention status

The holder of an exploration licence granted after 10 February 2006 may apply for approval of retention status for the exploration licence. The Minister may approve the application where there is an identified mineral resource in or under the land the subject of the exploration licence but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease.

(d) Conditions

Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. These standard conditions are not detailed in Schedule 1. A failure to comply with these conditions or obtain an exemption from compliance may lead to forfeiture of the exploration licence.

(e) Relinquishment

The holder of an exploration licence applied for and granted after 10 February 2006 must relinquish not less than 40% of the blocks comprising the licence at the end of the fifth year. A failure to lodge the required partial surrender could render the tenement liable for forfeiture.

(f) Priority to apply for mining lease

The holder of an exploration licence has priority to apply for a mining lease over any of the land subject to the exploration licence. Any application for a mining lease must be made prior to the expiry of the exploration licence. The exploration licence remains in force until the application for the mining lease is determined.

(g) Transfer

No legal or equitable interest in an exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the Minister. Thereafter, there is no restriction on transfer or other dealings.

6. DESCRIPTION OF THE QUEENSLAND TENEMENTS

6.1 Legislative regime

The Queensland Tenements comprise exploration permits (or in the case of, EPM 27828, an application for an exploration permit) granted under the Mineral Resources Act 1989 (Qld) ( Mineral Resources Act ) for all minerals other than coal.

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Schedule 2 provides a list of the Queensland Tenements and a summary of the results of the public resource authority reports of the Queensland Department of Resources ( QDR ).

The Mineral Resources Act establishes a tenure regime that governs the exploration for and production of minerals in Queensland.

The below summary provides a description of the nature and key terms of this type of permit as set out in the Mineral Resources Act.

6.2 Exploration Permits Minerals

(a) General

Exploration permits granted under the Mineral Resources Act allow a holder to use more advanced exploration methods to determine the quantity and quality of minerals present. Different exploration permits are required for minerals ( EPM ) and for coal.

An exploration permit allows a holder to prospect, conduct geophysical surveys, drilling, and sampling and testing of materials.

(b) Title

The public resource authority reports confirm the Company has a registered interest in all Tenements and further, that:

(i) AAM Australia, a wholly owned subsidiary of the Company, holds a 100% legal interest in the Ravenswood North Tenements (being, EPM 26889, EPM 26890, EPM 26892, EPM 26908 and EPM 26909); and
(ii) AAM Australia holds a 100% legal interest in Mt Rawdon West Tenement (being, EPM 27828),

as set out in Schedule 2.

(c) Term

An EPM can be granted for a period not exceeding 5 years and can be subsequently renewed at the end of the term. The holder of an EPM must apply for renewal not more than 6 months and not less than 3 months prior to the expiration of the current term unless otherwise permitted by the minister overseeing the Mineral Resources Act ( Minister ). Any renewal application lodged late (i.e. within the 3-month window before the expiry date) must be accompanied by justification for the late lodgement. The QDR may not accept the late lodgement in which case the tenement will expire on the expiry date. All efforts should be made to avoid late renewal lodgements.

Details of the current term and expiry of each Tenement, or the term being sought for each Tenement that is an application are set out in column 4 of the table in Schedule 2 of this Report.

(d) Rent

The holder of an EPM is required to pay annual rent on the tenement.

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The amount of rent payable for each year is calculated by multiplying the number of sub-blocks within the EPM by the amount prescribed under regulation for the year. The rent payable for each sub-block is currently $164.90.

We have not undertaken any independent investigations with the QDR beyond the publicly available reports to verify that the rental payments for the Queensland Tenements are paid and up to date.

Details of the rent payable on each Tenement is set out in column 5 of the table in Schedule 2.

(e)

Security

Under the Mineral Resources Act, before an EPM is granted, the Minister determines the amount of security payable. The Minister takes into consideration the program of work, or activities proposed when determining the amount of security. An EPM must not be granted or renewed, and a condition of an EPM must not be varied, until the applicant for the grant deposits the security as so determined.

We have not undertaken any independent investigations with the QDR beyond the publicly available reports to verify the security held over the Queensland Tenements.

(f) Work program and expenditure

It is a condition of an EPM that its holder must carry out the program of works and studies for the purposes for which the EPM was granted. The Minister may include as a condition of grant that the holder comply with minimum expenditure requirements during the term of the EPM.

Details of the work programs and expenditure for each Tenement is set out in column 5 of the table in Schedule 2.

(g)

Relinquishment

Under the Mineral Resources Act (as amended by the Natural Resources and Other Legislation Amendment Act 2019 ( NROLA Act ) on 15 May 2020), it is a condition that each holder of an EPM relinquishes a portion of an EPM area either during the term or before renewal. Pursuant to section 139 of the Mineral Resources Act, it is a condition that each permit holder must reduce a permit area by 50% by the day that is 5 years after the grant of the permit, and reduce the area remaining by a further 50% by the day that is 10 years after the grant of the permit.

The tenement holder may apply to the QDR to vary the standard reduction conditions should it be necessary. Any such application must be made in accordance with the QDR operational policy “Application to vary conditions of an exploration permit” and must demonstrate the exceptional circumstances relating to the variation request.

The relinquishment schedule for each EPM, as stated in the public resource authority report, outlines when the reduction is due to occur.

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The approval of the project status for the majority of an EPM allows the tenement holder to spread the reduction requirements for combined project tenements across the tenement. For example, if there was a requirement to relinquish 10 sub blocks from a certain tenement on a certain date, the project approval request allows the tenement holder to drop the required sub blocks from any other tenement/s in the project grouping. This ability to distribute the reduction requirements across the project tenements also extends to the spreading of work program and expenditure requirements. This provides a significant advantage in the ability of the tenement holder to comply with the individual tenement conditions and to successfully and efficiently complete an exploration program from a true project perspective.

(h) Dealings

The public resource authority reports indicate that no dealings (such a transfer, application to transfer or a registration of a mortgage or caveat) are registered over the Tenements.

7. NATIVE TITLE

7.1 General

The law of Australia recognises the existence of native title rights held by indigenous Australians over their traditional lands[1] . Native title exists where an indigenous group has maintained a continuous traditional connection with the land, and those rights have not been extinguished.

Native title may be extinguished:

(a) in whole by the grant of an interest in land conferring “exclusive possession” such as a freehold interest in the land; or
(b) in part by the grant of an interest conferring “non-exclusive possession” including the grant of pastoral leases and mining leases, or the creation of certain reserves. In this case, the native title will co-exist with the other rights to the land.

The Native Title Act 1993 (Cth) ( NTA ):

(a) provides a process for indigenous people to claim native title rights[2] and compensation3;
(b) confirms the validity of past actions (including grants of land tenure) by the Commonwealth and State governments4; and
(c) specifies the procedures which must be complied with to ensure that acts that may affect native title rights (such as the grant or renewal of a mining tenement) are valid.

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7.2 Native title claim process

Persons claiming to hold native title may lodge an application for determination of native title with the Federal Court. The application is then referred to the NNTT to assess whether the claim meets the registration requirements in the NTA, and if so, the native title claim will be entered on the register of native title claims ( RNTC ) maintained by the NNTT.

Native title claimants have certain procedural rights, including the rights to negotiation and compensation, in relation to the grant of mining tenements if their native title claim is registered at the time the State issues a notice of the proposed grant of the mining tenement ( Section 29 Notice ), or if their claim becomes registered within four months after the Section 29 Notice.

Once a claim is registered, a claimant must prove its claim in the Federal Court in order to have native title determined and the claim entered on the National Native Title Register ( NNTR ).

7.3 Grant of tenements and compliance with the NTA

The grant of any mining tenement after 23 December 1996 must comply with the applicable NTA procedures in order to be valid. The exception to this is where native title has never existed over the land covered by the tenement, or has been extinguished prior to the grant of the tenement.

The absence of a claim does not necessarily indicate that there is no native title over an area, as native title claims could be made in the future.

Unless it is clear that native title does not exist (such as where the land the subject of a tenement application is freehold land), the usual practice of the State is to comply with the NTA when granting a tenement. This ensures the grant will be valid if a court subsequently determines that native title rights exist over the land subject to the tenement.

The procedural requirements in the NTA relating to the grant of a mining tenement (referred to as the “ Future Act ” procedures) include four alternatives:

(a) the right to negotiate, which is the primary Future Act procedure prescribed by the NTA;
(b) the expedited procedure, which may be used in relation to the grant of exploration and prospecting licences;
(c) an indigenous land use agreement; and
(d) the infrastructure process.

Future Act procedures are provided below.

7.4 Right to negotiate

The primary Future Act procedure prescribed by the NTA is the “right to negotiate”.

The right to negotiate involves a negotiation between the registered native title claimants, the tenement applicant and the State government, the aim of which is to agree the terms on which the tenement may be granted.

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The applicant for the tenement is usually liable for any compensation that the parties agree to pay to the native title claimants. The parties may also agree on conditions that will apply to activities carried out on the tenement.

The initial negotiation period is six months from the date on which the State issues a Section 29 Notice.

If the parties cannot reach an agreement within the initial six month period, any party may refer the matter to arbitration before the NNTT, which then has six (6) months to determine whether the tenement can be granted and if so, on what conditions.

7.5 Expedited procedure

Where the grant of a tenement is unlikely to directly interfere with community or social activities or areas or sites of particular significance, or involve major disturbance to land or waters, the NTA permits the State to follow an expedited procedure for the grant of a tenement.

The State applies the expedited procedure to the grant of exploration and prospecting tenements.

Registered native title parties can lodge an objection to the use of the expedited procedure within the period of four months following the issue of the Section 29 Notice by the State ( Objection Period ).

If no objections are lodged or if the objections are withdrawn, the State may grant the tenement at the expiry of the Objection Period without undertaking a negotiation process.

If an objection is lodged, the NNTT must determine whether the grant of the tenement is an act attracting the Expedited Procedure. If the NNTT determines the expedited procedure does not apply, the parties must follow the right to negotiate procedure or enter into an indigenous land use agreement.

The DMIRS currently has a policy of requiring applicants for prospecting licences and exploration licences to sign and send a Regional Standard Heritage Agreement ( RSHA ) to the registered native title claimant, or prove they have an existing RHSA or Alternative Heritage Agreement in place.

The RSHA provides a framework for the conduct of Aboriginal heritage surveys over the land the subject of a tenement prior to the conducting of ground-disturbing work and conditions that apply to activities carried out within the tenement.

If the registered native title claimant does not execute the RSHA within the Objection Period (and no objections are otherwise lodged), the tenement may still be granted at the expiry of the Objection Period. If the tenement applicant refuses or fails to execute or send the RSHA to the registered native title holder, the DMIRS will process the application under the right to negotiate procedure.

7.6 Indigenous land use agreement

The right to negotiate and expedited procedures do not have to be followed if an indigenous land use agreement ( ILUA ) has been registered with the NNTT.

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An ILUA is a voluntary contractual arrangement negotiated with all registered native title claimants for a relevant area. The State and the applicant for the tenement are usually the other parties to the ILUA.

An ILUA must set out the terms on which the relevant mining tenement may be granted. An ILUA will also specify conditions on which activities may be carried out within the tenement. The applicant for a tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants in return for the grant of the tenement being approved. These obligations pass to a transferee of the tenement.

Once an ILUA is agreed and registered, it binds the whole native title claimant group and all holders of native title in the area (including future claimants), even though they may not be parties to it.

7.7 Infrastructure process

The right to negotiate and expedited procedures also do not apply for grants of tenements for the sole purpose of the construction of an infrastructure facility.

In Western Australia, the DMIRS applies the infrastructure process to most miscellaneous licences and general purpose leases, depending on their purpose. For these types of tenements, an alternative consultation process applies, and in the absence of an agreement between the native title claimants and the applicant, the matter can be referred to an independent person for determination.

7.8 Renewals

Renewals of mining tenements made after 23 December 1996 must comply with the Future Act provisions in order to be valid under the NTA, except where:

(a) the area to which the mining tenement applies is not extended;
(b) the term of the renewed mining tenement is not longer than the term of the earlier mining tenement; and
(c) the rights to be created are not greater than the rights conferred by the earlier mining tenement.

7.9 Native title claims and determinations affecting the Tenements

The Searches indicate that the Tenements overlap the following native title determinations:

(a) Tjurabalan Native Title Determination

(i) Our searches indicate that E80/5100, E80/5101, E80/5102 and E80/5103 are within the external boundaries of the Tjurabalan Native Title Determination (WCD2001/001).
(ii) The Tjurabalan Native Title Determination was determined by the Federal Court on 20 August 2001.
(iii) We have not identified anything in our enquiries to indicate that the granted Tenements which are subject to the Tjurabalan Native Title Determination were not validly granted in accordance with the NTA.

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(iv) The tenement holder is a party to the Native Title Heritage Protection and Mineral Exploration Agreement in relation to E80/5100, E80/5101, E80/5102 and E80/5103. A summary of the Native Title Heritage Protection and Mineral Exploration Agreement is set out in Schedule 4.
(b) Nyiyaparli Native Title Determination
(i) Our searches indicate that E46/1383 is within the external boundaries of the Nyiyaparli Native Title Determination (WC2013/003) (WAD196/2013).
(ii) The Nyiyaparli Native Title Determination was determined by the Federal Court on 26 September 2018.
(iii) In relation to the tenement applications which are subject to the Nyiyaparli Native Title Determination to be validly granted, the applicant will need to comply with the Future Act procedures of the NTA as described above.

8. ABORIGINAL CULTURAL HERITAGE

8.1 Background

We have not obtained information from the Commonwealth in connection with any places, areas and objects, which are registered or recognised in the National Heritage List, the Commonwealth Heritage List or other heritage lists or registers maintained by the Commonwealth.

The Company must ensure that it does not breach the Commonwealth and applicable State legislation relating to Aboriginal heritage as set out below. To ensure that it does not contravene such legislation, it would be prudent for the Company (and it would accord with industry practice and Aboriginal expectations) to conduct heritage surveys to determine if any Aboriginal sites or objects exist within the area of the Tenements. Any interference with these sites or objects must be in strict conformity with the provisions of the relevant legislation. It may also be necessary for the Company to enter into separate arrangements with the traditional owners of the sites.

8.2 Commonwealth legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) ( Commonwealth Heritage Act ) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which have the potential to halt exploration activities. Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

It is an offence to contravene a declaration made under the Commonwealth Heritage Act.

8.3 Western Australian legislation

Tenements located in Western Australia are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) ( WA Heritage Act ).

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The WA Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons (whether or not they are recorded on the register or otherwise known to the Register of Aboriginal Sites, DPLH or the Aboriginal Cultural Material Committee).

The Minister’s consent is required where any use of land is likely to result in the excavation, alteration or damage to an Aboriginal site or any objects on or under that site.

Aboriginal sites may be registered under the WA Heritage Act. However, there is no requirement for a site to be registered. The WA Heritage Act protects all registered and unregistered sites.

There is no obligation under the relevant legislation to register sites or objects and the exact location of Aboriginal sites within the area of a known site cannot be ascertained from these searches.

It is important to note that an Aboriginal site may:

(a) exist in any area of Western Australia;
(b) not have been recorded in the Register of Aboriginal Sites or elsewhere; and
(c) not have been identified in previous heritage surveys or reports on that area,

but remains fully protected under the Aboriginal Heritage Act 1972 (WA). Therefore, the absence of any reference to an Aboriginal site of interest from the Aboriginal Heritage Inquiry System is not conclusive.

8.4 Queensland Legislation

The Aboriginal Cultural Heritage Act 2003 (Qld) ( ACHA ) recognises, protects, and conserves Aboriginal cultural heritage. In part, it achieves this protection by providing that any person who undertakes an activity has a 'Duty of Care' to take all reasonable and practicable measures to ensure that the activity does not harm Aboriginal cultural heritage.

Under the ACHA, the 'Duty of Care' can be discharged in a number of ways, including:

(a) at a minimum, adhering to the Duty of Care Guidelines (which form part of the ACHA);
(b) entering into a voluntary cultural heritage management agreement with an 'Aboriginal Party' for the given area pursuant to section 23(3)(a)(iii) of the ACHA; or
(c) entering into a cultural heritage management plan under Part 7 of the ACHA.

Penalties apply for failing to comply with the 'Duty of Care' of up to $133,450 for an individual and $1,334,500 for a corporation.

8.5 Aboriginal Parties

Search results obtained from DATSIP indicate that the Aboriginal Parties for the Queensland Tenements are the Gudjala People (QUD80/2005), Bindal People #2 (QUD503/2016), Birriah People (QUD6244/1998), Bindal People (QUD6020/99), Jangga

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People #2 (QUD387/2018), Wakka Wakka People #4 (QUD91/2012) and Bailai, Gurang, Gooreng Gooreng, Taribelang Bunda People (QUD6026/2001).

8.6 Recorded Aboriginal cultural heritage sites

DATSIP maintains a register of recorded Aboriginal cultural heritage sites.

Searches obtained on 9 November 2021 indicate that there are a number of Aboriginal cultural heritage sites recorded in the area of the Queensland Tenements (together the Cultural Heritage Sites ).

The Cultural Heritage Sites for the Queensland Tenements are as follows:

(a) EPM 26889 – Artefact Scatter (Site ID FK:B02, FK-0053-1, FK-0054-1, FK-0055-1, FK0056-1, FK-0057-1, FK-0058-1, FK-0059-1, FK-0060-1 and FK-0061-1);
(b) EPM 26890:
(i) Artefact Scatter (Site ID FK:A25, FK:A65, FK:C09, FK-0019-1, FK-0020-1, FK-0021-1; FK-0022-1; FK-0023-1; FK-0024-1; FK-0025-1; FK-0026-1; FK0027-1; FK-0028-1; FK-0029-1; FK-0030-1; FK-0031-1, FK-0034-1; FK-0035-1; FK-0047-1; FK-0048-1; FK-0049-1; FK-0050-1; FK-0051-1; FK-0052-1 and FK0069-1);
(ii) Scarred Tree (Site ID FK-0032-1); and
(iii) Quarry (Site ID FK-0033-1, FK-0040-1, FK-0041-1, FK-0042-1; FK-0043-1, FK0044-1; FK-0045-1 and FK-0046-1).
(c) EPM 26892:
(i) Rock Art (Site IDs FK-0036-1 and FK-0062-1);
(ii) Stone Arrangement (Site IDs FK-0037-1);
(iii) Artefact Scatter (Site IDs FK-0038-1 and FK-0039-1);
(iv) Object Collection (Site IDs FK-0039-2); and
(v) Scarred Tree (Site IDs 0063-1).

As at the date the searches were conducted, there are no Cultural Heritage Sites recorded on:

(a) EPM 26908, EPM 26909 and EPM 27828; or
(b) the WA Tenements.

8.7 Agreements

We have been provided with:

(a) a Cultural Heritage and Exploration Agreement that applies to EPM 26908; and
(b) an Aboriginal Heritage Protection and Mineral Exploration Agreement in relation to E80/5100, E80/5101, E80/5102 and E80/5103.

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For further information relating to these searches, refer to Schedule 4.

9. ENVIRONMENTAL ISSUES

9.1 Environmental issues — Federal (Matters of national environmental significance)

Commonwealth government approval under the Environment Protection and Biodiversity Conservation Act 1999 (Cth) ( EPBC Act ) will be required where proposed activities constitute a 'controlled action'. This turns on whether or not the activities are likely to have a significant impact on matters of national environmental significance ( MNES ).

We have not been provided with any environmental reports, impact assessments, or ecology reports regarding the potential impact of activities under the Tenements on MNES. To our knowledge, there has been no assessment as to whether development within the area of the Tenements may trigger the need for EPBC Act approval.

9.2 Legislative regime – Queensland

Applications for all mining tenements in Queensland trigger environmental approval processes administered by the DES under the Environmental Protection Act 1994 (Qld) ( EP Act ).

Resource activities are classified as environmentally relevant activities ( ERA ) under the EP Act, for which an environmental authority ( EA ) must be obtained.

9.3 Environmental Approvals for the Queensland Tenements

The DES's public EA register indicates that:

(a) EPM 26889, EPM 26890 and EPM 26892 is covered by EA0001271;
(b) EPM 16197, EPM 17638, EPM 18492 and EPM 19733 are covered by EA0001282; and
(c) EPM 27828 is covered by EA0002745.

Each EA is subject to the standard conditions set out in the Code of Environmental Compliance for Exploration and Mineral Development Projects ( Code ). These conditions must be complied with in carrying out activities on the Queensland Tenements.

9.4 Compliance

Compliance issues relevant to the EAs may relate to:

(a) transitional environmental programs;
(b) environmental protection orders;
(c) environmental evaluations;
(d) environmental audits under sections 280 or 322 of the EP Act; or
(e) environmental investigations or reports.

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We have not undertaken any investigations in respect of compliance with the EAs.

9.5 Registered suitable operator

A registered suitable operator is a person or corporation who has been registered by the DES as being suitable to carry out an ERA under the EP Act.

AAM Australia (reference number RSO001838) (the current holder of the Ravenswood North Tenements and Mt Rawdon Tenement) is registered as a suitable operator under the EP Act.

9.6 Financial assurance

The Code requires that surety for the cost of rehabilitation must be provided to the DES. The DES provides an online calculator which can be used to determine the required amount of surety based on the maximum area of disturbance operations.

The amount surety held can be reviewed by the DES at any time, including when the EA is amended.

The amount of surety provided by Company whether in relation to the Queensland Tenements or any other tenements is not publicly available. We have not undertaken any investigations in relation to the provision of financial assurance for the Queensland Tenements.

9.7 Environmentally Sensitive Areas

Searches indicated the presence of 'environmentally sensitive areas' ( ESAs ) within the Queensland Tenements, as follows:

(a) Tenements EPM 26889 and EPM 26909 have a “Category A” ESA within their boundary;
(b) Tenements EPM 26908 and EPM 27828 have a “Category B” ESA within their boundary; and
(c) Tenement EPM 27828 has a “Category C” ESA within its boundary.

The conditions of the EAs will dictate any restrictions on activities in these areas. For example, under condition 13 of the Code:

(a) activities must not be carried out in a Category A or B ESA;
(b) activities involving machinery must not be carried out within one kilometre of a Category A ESA or 500 metres of a Category B ESA; and
(c) prior to carrying out activities in a Category C ESA, the holder must consult with the Environmental Protection Agency.

Unless the EAs are amended, carrying out activities in contravention of the above limitations (and all other limitations set out in the Code) is an offence under the EP Act. A penalty of $600,525 applies under the EP Act for contravention of the conditions of an EA, increasing to $834,062.50 or 5 years imprisonment for a wilful contravention.

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The Company has confirmed that, to the best of its knowledge, it is not aware of any proposed exploration activities that will be in contravention of the conditions of the EAs.

9.8 Land access

Under the Mineral and Energy Resources (Common Provisions) Act 2014 (Qld) ( MERCP Act ), in order to access private land to explore under a tenement, the holder is required to provide a notice of intention to enter the land ( Entry Notice ) and, depending on the level of impact of the exploration activity, enter into a conduct and compensation agreement ( CCA ) with each owner and occupier of the land.

The Land Access Code, made under the MERCP Act, also imposes certain mandatory conditions concerning the conduct of authorised activities under tenements on private land.

The requirement to enter into a CCA relates to any activities which are likely to have more than a minimal impact on the land or the owner or occupier's business operations. These are known as advanced activities. Most ground-disturbing works will fall into this category, including clearing access tracks or drill pads, drilling and geotechnical surveys.

If the activities will involve no or minimal impact to the land or the owner or occupier's business, the tenement holder is still required to provide an Entry Notice to the owner and occupier unless the owner and occupier have otherwise agreed to waive that requirement.

If a CCA cannot be reached with the owner and occupier, there is a statutory negotiation process set out in the Mineral Resources Act with ultimate recourse to the Land Court in the event that agreement cannot be reached.

The Company has confirmed they are not currently a party to a CCA and that it is not aware of any private land holdings which impact the Company’s current proposed programme.

9.9 Restricted Area

Restricted areas are areas of land that have varying conditions and restrictions placed over them ( Restricted Area ). The restrictions vary according to areas but relate primarily to the nature and type of mining or geothermal activity which may be undertaken in this area. The restriction itself may only apply to the exploration and mining activities of a particular mineral, or it can be a broad restriction from any activity. Some restricted areas are prescribed in the Mineral Resources Act while others have come about from the need to offer protection of the community (such as land restricted through urban encroachment legislation).

We have undertaken searches of the register of Restricted Areas, maintained by the QDR. In our searches, we have found that there are Restricted Areas covering the Queensland Tenements, which are set out in Schedule 2 of this Report.

The Company has confirmed that, to the best of its knowledge, these Restricted Areas will not prevent the Company from undertaking its proposed exploration activities on the Queensland Tenements.

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10. WA TENEMENTS - ENCROACHMENTS AND OVERLAPS

10.1 Crown land

As set out in Schedule 1, land the subject of the WA Tenements overlaps Crown land as set out in the table below.

Crown Land	Tenement	% overlap
Unallocated Crown Land	E80/5100	100%
	E80/5101	100%
	E80/5102	100%
	E80/5103	100%

The WA Mining Act:

(a) prohibits the carrying out of prospecting, exploration or mining activities on Crown land that is less than 30 metres below the lowest part of the natural surface of the land and:
(i) for the time being under crop (or within 100 metres of that crop);
(ii) used as or situated within 100 metres of a yard, stockyard, garden, cultivated field, orchard vineyard, plantation, airstrip or airfield;
(iii) situated within 100 metres of any land that is an actual occupation and on which a house or other substantial building is erected;
(iv) the site of or situated within 100 metres of any cemetery or burial ground; or
(v) if the Crown land is a pastoral lease, the site of or situated within 400 metres of any water works, race, dam, well or bore not being an excavation previously made and used for purposes by a person other than the pastoral lessee,

without the written consent of the occupier, unless the warden by order otherwise directs.

(b) imposes restrictions on a tenement holder passing over Crown land referred to in section 10.1(a), including:
(i) taking all necessary steps to notify the occupier of any intention to pass over the Crown land;
(ii) the sole purpose for passing over the Crown land must be to gain access to other land not covered by section 10.1(a) to carry out prospecting, exploration or mining activities;
(iii) taking all necessary steps to prevent fire, damage to trees, damage to property or damage to livestock by the presence of dogs, the discharge of firearms, the use of vehicles or otherwise; and

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(iv) causing as little inconvenience as possible to the occupier by keeping the number of occasions of passing over the Crown land to a minimum and complying with any reasonable request by the occupier as to the manner of passage.
(c) requires a tenement holder to compensate the occupier of Crown land:
(i) by making good any damage to any improvements or livestock caused by passing over Crown land referred to in section 10.1(a) or otherwise compensate the occupier for any such damage not made good; and
(ii) in respect of land under cultivation, for any substantial loss of earnings suffered by the occupier caused by passing over Crown land referred to in section 10.1(a).

The warden may not give the order referred to in section 10.1(a) that dispenses with the occupier’s consent in respect of Crown land covered by section 10.1(a)(iii). In respect of other areas of Crown land covered by the prohibition in section 10.1(a), the warden may not make such an order unless he is satisfied that the land is genuinely required for mining purposes and that compensation in accordance with the WA Mining Act for all loss or damage suffered or likely to be suffered by the occupier has been agreed between the occupier and the tenement holder or assessed by the warden under the WA Mining Act.

Although the Company will be able to undertake its proposed activities on those parts of the WA Tenements not covered by the prohibitions and pass over those parts of the WA Tenements to which the restrictions do not apply immediately upon listing on ASX, the Company should consider entering into access and compensation agreements with the occupiers of the Crown land upon commencement of those activities in the event further activities are required on other areas of the WA Tenements which are subject to prohibitions or restrictions.

10.2 Pastoral Leases

As set out in Schedule 1, the following WA Tenements overlap with pastoral leases as follows:

Pastoral Lease	Tenement	% overlap
Historical Pastoral Lease (C) 396 422	E80/5101	9.14%
Pastoral Lease (C) N049553	E46/1383	96.28%
Pastoral Lease (C) N049724	E46/1383	3.72%

The WA Mining Act:

(a) prohibits the carrying out of mining activities on or near certain improvements and other features (such as livestock and crops) on Crown land (which includes a pastoral lease) without the consent of the lessee;
(b) imposes certain restrictions on a mining tenement holder passing through Crown land, including requiring that all necessary steps are taken to notify the occupier of any intention to pass over the Crown land and that all necessary steps are taken to prevent damage to improvements and livestock; and

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(c) provides that the holder of a mining tenement must pay compensation to an occupier of Crown land (ie the pastoral lessee) in certain circumstances, in particular to make good any damage to improvements, and for any loss suffered by the occupier from that damage or for any substantial loss of earnings suffered by the occupier as a result of, or arising from, any exploration or mining activities, including the passing and re-passing over any land.

The Company has confirmed that, to the best of its knowledge, it is not aware of any improvements and other features on the land the subject of the pastoral leases which overlaps the WA Tenements which would require the Company to obtain the consent of the occupier or lease holder or prevent the Company from undertaking its proposed exploration activities on the WA Tenements.

Upon commencing mining operations on any of the WA Tenements, the Company should consider entering into a compensation and access agreement with the pastoral lease holders to ensure the requirements of the WA Mining Act are satisfied and to avoid any disputes arising. In the absence of agreement, the Warden’s Court determines compensation payable.

The DMIRS imposes standard conditions on mining tenements that overlay pastoral leases. It appears the WA Tenements incorporate the standard conditions.

10.3 Encroachments

Where an application is encroached upon by a live tenement, the application as granted will be for a tenement reduced by that amount of land which falls under the live tenement licence:

(a) E80/5102 encroaching on L80/51 by 0.07%;
(b) E46/1383 encroaching on pending tenement L46/128 by 0.05%; and
(c) 46/1383 is encroaching on M46/80 by 0.68%.

11. QUEENSLAND TENEMENTS - ENCROACHMENTS AND OVERLAPS

11.1 Regional Planning Interests

11.1.1 Areas of regional interest

Four areas of regional interest are established under the RPI Act:

(a) priority agriculture areas;
(b) priority living areas;
(c) strategic environmental areas; and
(d) strategic cropping areas.

Unless an exemption applies, persons who conduct 'resource activities' in any of these areas of regional interest are required to obtain a Regional Interests Development Approval ( RIDA ) prior to carrying out the activity.

To our knowledge, there has been no assessment as to whether development within the area of the Queensland Tenements may trigger the need for RIDA approval.

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11.1.2 Exemption — short term activities

Section 23 of the RPI Act exempts a resource activity from a RIDA requirement where the activity finishes within 12 months of the start of activities under the tenement on that particular property.

Any proposed exploration activities that:

(a) are to be carried out on properties that have not previously been the subject of activities under the Queensland Tenements; and
(b) will be complete in less than 12 months,

are exempt from the requirement to obtain a RIDA.

11.1.3 Exemption — landowner agreement

Section 22 of the RPI Act exempts resource activities from a RIDA requirement where there is either:

(a) a statutory CCA (which has not been Court ordered); or
(b) a voluntary agreement,

in place with the landowner whose property underlies the regional interest; and

(c) the activities are not likely to have a significant impact on the strategic cropping area or priority agricultural area; and
(d) the activities do not impact land owned by a person other than the landowner, in that it does not impact:
(i) for land in a priority agricultural area — the suitability of the neighbouring land to be used for a priority agricultural land use; or
(ii) for land in a strategic cropping area — the soil, climate and landscape features of the neighbouring land that make it suitable for cropping.

11.1.4 RIDA application

If a relevant exemption does not apply, the holders of tenements will be required to apply for a RIDA prior to commencing activities in an area of regional interest. The RIDA application will be assessed to determine the extent of the expected impacts of the activities on the relevant area of regional interest.

For a RIDA application to be approved, the applicant must be able to demonstrate that the proposed activity will meet the required outcomes and address the prescribed solutions contained in the Regional Planning Interests Regulation 2014 (Qld) for the area of regional interest.

If the Company as holder of the Queensland Tenements (through AAM Australia) is unable to obtain a RIDA to authorise resource activities in the areas of regional interest that overlap the Queensland Tenements, the future production of resources from the Queensland Tenements will be compromised.

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11.2 Overlapping tenements

The rights and interests of EPM holders may be affected by overlapping mineral, petroleum, exploration and production tenements.

We have reviewed Mines Mapping to determine whether the mapping records any tenements held or sought by other parties that overlap the Queensland Tenements.

Details of any overlapping permit for each Tenement is set out in column 8 of the table in Schedule 2. We have not been provided with any correspondence or agreements relevant to the overlap of any Tenements.

11.3 Defence Training Area

The Queensland Searches indicate that EPM 26892 overlaps with the Dotswood Defence Training Area.

On 4 September 2020, AAM Australia entered into a deed of access with the Commonwealth of Australia with respect to tenements EPM 26890 and EPM 26892.

The material terms and conditions of this deed are summarised in Schedule 4.

12. QUALIFICATIONS AND ASSUMPTIONS

This report is subject to the following qualifications and assumptions:

(a) we have assumed the accuracy and completeness of all searches, register extracts and other information or responses which were obtained from the relevant department or authority including the NNTT;
(b) we assume that the registered holder of a Tenement has valid legal title to the Tenement;
(c) this report does not cover any third-party interests, including encumbrances, in relation to the Tenements that are not apparent from our searches and the information provided to us;
(d) we have assumed that any agreements provided to us in relation to the Tenements are authentic, were within the powers and capacity of those who executed them, were duly authorised, executed and delivered and are binding on the parties to them;
(e) with respect to the granting of the Tenements, we have assumed that the State and the applicant for the Tenements have complied with, or will comply with, the applicable Future Act Requirements;
(f) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;

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(g) unless apparent from our searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain a Tenement in good standing;
(h) with respect to the application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;
(i) references in this report to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey;
(j) the information in this report is accurate as at the date the relevant searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the searches and the date of this report;
(k) where Ministerial consent is required in relation to the transfer of any Tenement, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although we are not aware of any matter which would cause consent to be refused;
(l) we have not conducted searches of the Environmental Management Register, the Contaminated Land Register of Queensland or the Database of Contaminated Sites maintained by the WA Department of the Environment and Conservation;
(m) Native Title may exist in the areas covered by the Tenements. Whilst we have conducted Searches to ascertain that Native Title claims and determinations, if any, have been lodged in the Federal Court in relation to the areas covered by the Tenements, we have not conducted any research on the likely existence or non-existence of Native Title rights and interests in respect of those areas. Further, the NTA contains no sunset provisions, and it is possible that Native Title claims could be made in the future; and
(n) Aboriginal heritage sites or objects (as defined in the ACHA, the WA Heritage Act or under the EPBC Act) may exist in the areas covered by the Tenements regardless of whether or not that site has been entered on the Queensland Heritage Register or is the subject of a declaration under the EPBC Act. We have not conducted any legal, historical, anthropological or ethnographic research regarding the existence or likely existence of any such Aboriginal heritage sites or objects within the area of the Tenements.

13. CONSENT

This report is given for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours sincerely

STEINEPREIS PAGANIN

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SCHEDULE 1 – WA TENEMENT SCHEDULE

TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICAT ION DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	NOTES	NATIVE TITLE AND ABORIGINAL HERITAGE
E80/5100	Iron Bull Bangemall Ltd (IBB)	100/100	03/07/18	02/07/23	58 BL	$15,196	Previous Tenement Year - $58,000 Current Tenement Year - $87,000	Application to Amend 513091: Refer to note 1 in Table 2. Application to Amend 626400: Refer to note 2 of Table 2.	Non-standard endorsement and conditions: None	Refer to section 6 and Schedule 3 this Report.
E80/5101	IBB	100/100	14/04/20	13/04/25	108 BL	$15,768	Previous Tenement Year - $108,000 Current Tenement Year - $108,000	Application to Amend 513091: Refer to note 1 in Table 2. Application to Amend 626400: Refer to note 2 of Table 2.	Non-standard endorsement and conditions: None	Refer to section 6 and Schedule 3 this Report.
E80/5102	IBB	100/100	14/04/20	13/04/25	164 BL	$23,944	Previous Tenement Year - $164,000 Current Tenement Year - $164,000	Application to Amend 513091: Refer to note 1 in Table 2. Application to Amend 626400: Refer to note 2 of Table 2.	Non-standard endorsement and conditions: None	Refer to section 6 and Schedule 3 this Report.
E80/5103	IBB	100/100	14/04/20	13/04/25	177 BL	$25,842	Previous Tenement Year - $177,000	Application to Amend 513091:	Non-standard endorsement s: None	Refer to section 6 and Schedule 3 this Report.

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TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICAT ION DATE)	EXPIRY DATE	AREA SIZE (Blocks)	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	NOTES	NATIVE TITLE AND ABORIGINAL HERITAGE
							Current Tenement Year - $177,000	Refer to note 1 in Table 2. Application to Amend 626400: Refer to note 2 of Table 2.	Non-standard condition: Refer to Table 1.
E46/1383	Access Australia Mining Pty Ltd	100/100	(09/02/21)	N/A	112 BL	N/A	N/A	N/A	N/A	Refer to section 6 and Schedule 3 this Report.

Key to Schedule 1

E – Exploration Licence

References to numbers in the “Notes” column refers to the notes following this table.

References to letters in the “Notes” column refers to the material contracts which are summarised in Schedule 4.

Unless otherwise indicated, capitalised terms have the same meaning given to them in the Prospectus.

Please refer to Schedule 3 for further details on native title and Aboriginal heritage matters.

Table 1 – Conditions

All of the WA Tenements (other than E46/1383) are subject to standard conditions relating to obtaining clearances for ground disturbing work, waste management and drill hole management.

E80/5103 is subject to the following non-standard condition relating to particular third party or Crown property which it intersects as noted in the Schedule above:

	Non-standard condition
	1. No interference with Geodetic Survey Station BILLILUNA 4 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.

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Table 2 – Registered Dealings and Encumbrances

	Dealing/Encumbrances	Description
1.	Application to Amend 513091	Lodged: 15:00 23 August 2017. Amending: Address (Including DTC Details). From: Principal Place of Business: Iron Bull Bangemall Ltd, C/- Mcmahon Mining Title Services Pty Ltd, Po Box 592, Maylands, WA, 6931, [email protected],64677997 And DTC: Iron Bull Bangemall Ltd, McMahon Mining Title Services Pty Ltd, C/- McMahon Mining Title Services Pty Ltd, Po Box 592, Maylands, WA, 6931, [email protected], 64677997. To: Principal Place of Business: Iron Bull Bangemall Ltd, Same as Correspondence and DTC: Iron Bull Bangemall Ltd, Po Box 9091, Subiaco, WA, 6008. Recorded: 15:00 23 August 2017.
2.	Application to Amend 626400	Lodged: 15:18:56 17 June 2021. Amending: Address (Including DTC Details). From: Principal Place of Business: Iron Bull Bangemall Ltd, Same as Correspondence and DTC: Iron Bull Bangemall Ltd, Po Box 9091, Subiaco, WA, 6008. To: Principal Place of Business: Iron Bull BangemallLtd, C/-McMahon Mining Title Services Pty Ltd, Po Box 592, Maylands, WA, 6931 and DTC: Iron Bull Bangemall Ltd, McMahon Mining Title Services Pty Ltd, C/- McMahon Mining Title Services Pty Ltd, Po Box 592, Maylands, WA, 6931, [email protected], 0864677997. Recorded: 15:18:56 17 June 2021.

Table 3 – Tengraph Interests

	Land Type	Description
1.	Unallocated Crown Land	The following Tenements overlap with unallocated crown land: (a) E80/5100 – 18700.4771HA (100%) of this Tenement’s land area overlaps with the unallocated crown land; (b) E80/5101 – 34871.6909HA (100%) of this Tenement’s land area overlaps with the unallocated crown land; (c) E80/5102 – 52814.9413HA (100%) of this Tenement’s land area overlaps with the unallocated crown land; and (d) E80/5103 – 57068.2049HA (100%) of this Tenement’s land area overlaps with the unallocated crown land.
2.	Ground Water Area	The Tenement overlaps a Ground Water Area managed by the Department of Water and Environment Regulation (DWER). Groundwater areas are proclaimed under the Rights in Water and Irrigation Act, 1914. Groundwater is a reserve of water beneath the earth's surface in pores and crevices of rocks and soil. Recharge of groundwater aquifers is slow and can take many years. Groundwater often supports wetland and stream ecosystems. The Rights in Water and Irrigation Act 1914 (WA) prohibits the abstraction of groundwater (water that occupies the pores and crevices of rock or soil) from a proclaimed groundwater area unless a current licence to construct/alter a well and a licence to take groundwater has been issued by the DWER. Water licence allocations are aimed at ensuring equitable use of the state’s water resources between licence holders and protecting the long-term security of the resources.

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	Land Type	Description
		The DWER has released guidelines to set out its regulatory requirements for mining projects. The approval requirements for a particular project will vary depending on the local water regime, the scale and the details of the proposed mining operation. Ground Water Area – GWA 10, Canning-Kimberley was identified on the following tenements: (a) E80/5100 – 18700.4771HA (100%) of this Tenement’s land area overlaps with the Ground Water Area; (b) E80/5101 – 34871.6909HA (100%) of this Tenement’s land area overlaps with the Ground Water Area; (c) E80/5102 – 52814.9413HA (100%) of this Tenement’s land area overlaps with the Ground Water Area; and (d) E80/5103 – 57068.2049HA (100%) of this Tenement’s land area overlaps with the Ground Water Area. Tenement E46/1383 overlaps with the GWA 32 – Ground Water Area, Pilbara (35388.6474HA) (100%). Tenement E46/1383 overlaps with the SWA 30 – Surface Water Area, Pilbara (35388.6474HA) (100%).
3.	Pastoral Lease	A lease of Crown land has been granted under section 114 of the Land Act 1933 (WA), which provides that any Crown land within the State which is not withdrawn from the selection for pastoral purposes, and which is not required to be reserved, may be leased for pastoral purposes. Refer to section 10.2 of this Report for information and details of tenements which overlap pastoral leases. Tenement E80/5101 overlaps with the Historical Pastoral Lease (C) – 396 422 (3187.2603HA) (9.14%). Tenement E46/1383 overlaps with the PL N049553 - Pastoral Lease (C), Balfour Downs (34072.5614HA) (96.28%). Tenement E46/1383 overlaps with the PL N049724 - Pastoral Lease (C), Ethel Creek (1316.086HA) (3.72%).
4.	DAA Heritage Survey Areas	Aboriginal Heritage Survey Areas are areas in which an Aboriginal Heritage Survey has been undertaken and results are described in a Heritage Survey Report. The Department of Indigenous Affairs holds copies of these reports. A heritage survey conducted in a particular area does not necessarily mean that another heritage survey does not need to be undertaken. This will depend on the type of survey undertaken and also when the original survey was undertaken. Not all Aboriginal sites within a survey area are necessarily recorded in the survey. The type of survey undertaken, such as site identification or Site Avoidance, is decided by the professional heritage consultant engaged by the proponent and depends upon the scope and nature of the project. What is appropriate for one project may not be for a different project. Tenement E46/1383 overlaps with the following DAA Heritage Survey Areas: (a) HSA 200230 2 – 52.819HA (0.15%); (b) HSA 200265 1 – 5.0154HA (0.01%); (c) HSA 200278 1 – 16.2697HA (0.05%);

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	Land Type	Description
		(d) HSA 200278 2 – 140.4793HA (0.4%); and (e) HSA 23759 1 – 243.1683HA (0.69%). Tenement E80/5102 overlaps with HSA 18051 1 - DAA Heritage Survey Area (47.2067HA) (0.09%).

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SCHEDULE 2 – QUEENSLAND TENEMENT SCHEDULE

PERMIT ID	HOLDER AND SHARES HELD	GRANT DATE (APPLIC ATION DATE)	EXPIRY DATE	RENT, WORK PROGRAM & EXPENDITURE	AREA1	OVERLAPPING TENEMENTS	ENVIRONMENT ALLY SENSITIVE AREAS	NATIVE TITLE CATEGORY/ PARTY	ABORIGINAL PARTY	EPBC ACT PROTECTED MATTERS	DEALINGS OR AGREEMENTS ON TITLE	CONDITIONS AND EXCLUSIONS
EPM 26889	Access Australia Mining Pty Ltd (AAM Australia ) (100/100 )	04/04/19	03/04/24	Rent: $10,229.70 Expenditure: $120,0002	61 sub- blocks	No overlap	Category A	Expedited – Granted with Native Title Protection Conditions.	Gudjala People (QUD80/2005)	None.	None.	Conditions: Refer to note 1 of Table 2. Exclusions: NIL
EPM 26890	AAM Australia (100/100 )	18/12/18	17/12/23	Rent: $9,055.80 Expenditure: $50,0002	54 sub- blocks	Mining License (ML) 1404 (<1% overlap)	None	Expedited – Granted with Native Title Protection Conditions.	Gudjala People (QUD80/2005), Bindal People #2 (QUD503/2016 ) and Birriah People (QUD6244/199 8).	None.	Deed of Access entered into with The Commonweal th of Australia.	Conditions: NIL Exclusions: Refer to note 1 in Table 1.
EPM 26892	AAM Australia (100/100 )	06/12/18	05/12/23	Rent: $6,372.60 Expenditure: $50,0002	38 sub- blocks	No overlap	None	Expedited – Granted with Native Title Protection Conditions.	Gudjala People (QUD80/2005) and Bindal People (QUD6020/99).	None.	Deed of Access entered into with The Commonweal th of Australia.	Conditions: NIL Exclusions: Refer to note 2 in Table 1.
EPM 26908	AAM Australia (100/100 )	20/12/18	19/12/23	Rent: $3,354 Expenditure: $80,0002	20 sub- blocks	No overlap	Category B	Expedited – Granted with Native Title Protection Conditions.	Gudjala People (QUD80/2005), Jangga People #2 (QUD387/2018 ) and Birriah People (QUD6244/199 8).	None.	Refer to section 6 and Schedule 3 this Report.	Conditions: NIL Exclusions: Refer to note 3 in Table 1.

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PERMIT ID	HOLDER AND SHARES HELD	GRANT DATE (APPLIC ATION DATE)	EXPIRY DATE	RENT, WORK PROGRAM & EXPENDITURE	AREA1	OVERLAPPING TENEMENTS	ENVIRONMENT ALLY SENSITIVE AREAS	NATIVE TITLE CATEGORY/ PARTY	ABORIGINAL PARTY	EPBC ACT PROTECTED MATTERS	DEALINGS OR AGREEMENTS ON TITLE	CONDITIONS AND EXCLUSIONS
EPM 26909	AAM Australia (100/100 )	21/12/18	20/12/23	Rent: $1,509.30 Expenditure: $50,0002	9 sub- blocks	No overlap	Category A	Expedited – Granted with Native Title Protection Conditions.	Gudjala People (QUD80/2005).	None.	None.	Conditions: Refer to note 2 of Table 2. Exclusions: NIL
EPM2782 8	AAM Australia (100/100 )	(17/02/2 1)	N/A	Rent: $15,763.80 Expenditure: N/A	94 sub- blocks	No overlap	Category B and C	Expedited.	Wakka Wakka People #4 (QUD91/2012) and Bailai, Gurang, Gooreng Gooreng, Taribelang Bunda People (QUD6026/200 1).	Mount Perry Resources Reserve	None.	N/A

Notes –

Each sub-block is approximately 3 square km in area. The exact size of the block depends on curvature of the earth.
Special Variation for Year 2 approved in accordance with section 141C of the Mining Resources Act 1989 for exceptional event.

Key to Schedule 2

EPM Exploration Licence

Table 1 – Exclusions

Exclusion	Exclusion
1.	RA 58 & RA59 – Fanning River caves Ministerial decision – The restriction on the Fanning River Caves area is that all mining tenements are prohibited mining tenements for the RA.
2.	RA235 – Dotswood Defence Training Area Commonwealth Acquisition or Purchase CWA18 – Townsville Field Firing Area
3.	Commonwealth Acquisition - Macrossan ArmyCamp

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Table 2 – Conditions

Condition

Native Title Protection Conditions
2 Conditions for EPM26909 The permit is subject to the conditions outlined in the Mineral Resources Act 1989 and Mineral Resources Regulation 2013. The permit is also subject to the following specific conditions: Native Title Protection Conditions - You are required to carry out your work program and comply with the permits conditions throughout the permit term.

Table 3 – Restricted Areas

	Restricted Area (RA) Number	Description	Restriction/Referral Entry (Complete)	Restriction/Referral Entry (Condensed)
1.	RA58	Tenement EPM 26890 overlaps with the Restricted Area at Block 3198 Sub-Block S.	Mineral Resources Act 1989 (MRA) All mining tenements are prohibited mining tenements for the restricted area. Geothermal Energy Act 2010 (QLD) (GEA) A geothermal exploration permit, as defined under the Geothermal Energy Act 2010, can not be made within the restricted area. Some transitional provisions apply for full details refer to the gazette notice dated 17th February 2012.	The restriction on the Fanning River Caves area is that all mining tenements are prohibited mining tenements for the RA.
2.	RA111	Tenement EPM 26890 overlaps with the Restricted Area at Block 3271 Sub-Block F, G, L, M, Q, R, V and W. Tenement EPM 26890 overlaps with the Restricted Area at Block 3343 Sub-Block A.	MRA The nominated referral entity for an application for a mining tenement other than a prospecting permit relating to the restricted area is the Senior Engineer Water Services South East Region of the department in which the Water Act 2000 is administered. GEA A geothermal exploration permit, as defined under the Geothermal Energy Act 2010, can not be made within the restricted area. Some transitional provisions apply for full details refer to the gazette notice dated 17th February 2012.	This RA for the Bremer River dam site has a nominated referral entity. The nominated referral entity for an application for a mining tenement other than a prospecting permit relating to the restricted area is the Senior Engineer Water Services South East Region of the department in which the Water Act 2000 is administered.
3.	RA108	Tenement EPM 26908 overlaps with the Restricted Area at Block 30 Sub-Block C and D. Tenement EPM 26908 overlaps with the Restricted Area at Block 3414 Sub-Block W and X.	MRA The nominated referral entity for an application for a mining tenement other than a prospecting permit relating to the restricted area is the Senior Engineer, Water Services, South East Region, of the department in which the Water Act 2000, is administered. GEA A geothermal exploration permit, as defined under the Geothermal Energy Act 2010, can not be made within the restricted area. Some transitional provisions apply for full details refer to the gazette notice dated 17th February 2012.	This RA for the Warrill Creek dam site has a nominated referral entity. The nominated referral entity for an application for a mining tenement other than a prospecting permit relating to the restricted area is the Senior Engineer, Water Services, South East Region of the department in which the Water Act 2000 is administered.

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	Restricted Area (RA) Number	Description	Restriction/Referral Entry (Complete)	Restriction/Referral Entry (Condensed)

4.	RA360	Tenement EPM 27828 overlaps with the Restricted Area at Block 884 Sub-Block A, B, C, D and E. Tenement EPM 27828 overlaps with the Restricted Area at Block 885 Sub-Block A and B.	MRA Prohibited mining tenements (a) Subject to subsection (2), all mining tenements are prohibited mining tenements for the restricted area. (b) The following mining tenements are not prohibited mining tenements for the restricted area— (i) a mining tenement applied for before the commencement of this section; (ii) a mineral development licence applied for by, or granted to, the holder of a mining tenement mentioned in paragraph (a) in respect of land that, at the time the application for the mineral development licence (iii) is made or the mineral development licence is granted, is comprised only in the mining tenement; (iv) a mineral development licence (the later MDL) applied for by, or granted to, the holder of a mineral (v) development licence mentioned in paragraph (b) (the earlier MDL) in respect of land that, (vi) at the time the application for the later MDL is made or the later MDL is granted, is comprised only in the earlier MDL; (vii) a mining lease applied for by, or granted to, the holder of a mining tenement mentioned in paragraph (A) or a mineral development licence mentioned in paragraph (B) or (c), in respect of contiguous land that, at the time the application for the mining lease is made or the mining lease is granted, is comprised only in the mining tenement or mineral development licence. GEA	This RA for the Queensland borders restricts specific types of mining tenements. For full details of the restriction refer to the RA Register.

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	Restricted Area (RA) Number	Description	Restriction/Referral Entry (Complete)	Restriction/Referral Entry (Condensed)
			A geothermal exploration permit, as defined under the Geothermal Energy Act 2010, can not be made within the restricted area. Some transitional provisions apply for full details refer to the gazette notice dated 17th February 2012.
5.	RA214	Tenement EPM 27828 overlaps with the Restricted Area at Black 956 Sub-Block A, B, C, G, H, J, O, P, T, U, X and Y. Tenement EPM 27828 overlaps with the Restricted Area at Black 957 Sub-Block V. Tenement EPM 27828 overlaps with the Restricted Area at Block 1029 Sub-Block B, G and H	MRA The nominated referral entity for an application for a mining tenement other than a prospecting permit relating to the restricted area is the Manager Water Planning North Region of the department in which the Water Act 2000 is administered. GEA A geothermal exploration permit, as defined under the Geothermal Energy Act 2010, can not be made within the restricted area. Some transitional provisions apply for full details refer to the gazette notice dated 17th February 2012.	The RA for the Tinaroo Falls Dam catchment area has a nominated referral entity. The nominated referral entity for an application for a mining tenement other than a prospecting permit relating to the restricted area is the Manager Water Planning North Region of the department in which the Water Act 2000 is administered.
6.	RA229	Tenement EPM 27828 overlaps with the Restricted Area at Block 1028 Sub-Block D, H and J.	MRA All mining tenements are prohibited mining tenements for the restricted area. GEA A geothermal exploration permit, as defined under the Geothermal Energy Act 2010, can not be made within the restricted area. Some transitional provisions apply for full details refer to the gazette notice dated 17th February 2012.	The restriction for the Tinaroo Falls Dam ponded area is that all mining tenements are prohibited mining tenements for the RA.

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SCHEDULE 3 – NATIVE TITLE CLAIMS

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TENEMENT TRIBUNAL FEDERAL APPLICATION REGISTERED IN STATUS
NUMBER COURT NAME MEDIATION
NUMBER
E80/5100 WC1995/0 WAD160/1997 Palmer Gordon Yes No Determined
E80/5101 74 Ngalpil & Others on 20 August
v The Premier & 2001
E80/5102
State of Western
E80/5103 Australia &
Other
(Tjurabalan
People)
E46/1383 WC2013/0 WAD196/2013 (Nyiyaparli and Yes No Determined
03 Nyiyaparli #3) on 26
September
2018
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NATIVE TITLE DETERMINATIONS

The land under E/80/5100, E/80/5101, E/80/5102 and E/80/5103 are subject to Native Title Determination WAD160/1997 that native title exists in relation to parts of the land subject of those Tenements.

The land under E46/1383 is subject to Native Title Determination WAD196/2013 that native title exists in relation to parts of the land the subject of E46/1383.

ILUAs

The Nyiyaparli People have entered into various ILUAs. Due to standard confidentiality provisions, the terms and conditions of an ILUA are not available for public access, however an excerpt of an ILUA is obtainable. Our Searches contained the following information concerning the ILUAs entered into by the Nyiyaparli People.

NNTT NUMBER	REGISTRATION DATE	APPLICANTS	% ENCROACHMENT ON OVERLAPPING TENEMENT
WI2019/005	20 March 2020	FMG – Nyiyaparli Land Access Agreement ILUA	100%
WI2016/003	12 December 2016	FMG - Nyiyaparli Land Access ILUA	100%
WI2019/003	6 September 2019	Nyiyaparli and BHP Billiton Comprehensive Agreement ILUA	100%
WI2012/005	13 March 2013	Nyiyaparli People and BHP Billiton Comprehensive	100%
WI2012/007	13 March 2013	RTIO and Nyiyaparli ILUA	100%

The Company and its subsidiaries are not parties to these ILUAs. Accordingly, there are currently no conditions imposed on the Company or its subsidiaries under any of these ILUAs prior to conducting any exploration or mining activity on Tenement E46/1383.

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ABORIGINAL HERITAGE SITES – WESTERN AUSTRALIA

None registered.

ABORIGINAL HERITAGE SITES – QUEENSLAND

The Cultural Heritage Sites for the Queensland Tenements are as follows:

(a) EPM 26889 – Artefact Scatter (Site ID FK:B02, FK-0053-1, FK-0054-1, FK-0055-1, FK-0056-1, FK-0057-1, FK-0058-1, FK-0059-1, FK-0060-1 and FK-0061-1);
(b) EPM 26890:
(i) Artefact Scatter (Site ID FK:A25, FK:A65, FK:C09, FK-0019-1, FK-0020-1, FK-0021-1; FK-0022-1; FK-0023-1; FK-0024-1; FK-0025-1; FK-0026-1; FK-0027-1; FK-0028-1; FK0029-1; FK-0030-1; FK-0031-1, FK-0034-1; FK-0035-1; FK-0047-1; FK-0048-1; FK-00491; FK-0050-1; FK-0051-1; FK-0052-1 and FK-0069-1);
(ii) Scarred Tree (Site ID FK-0032-1); and
(iii) Quarry (Site ID FK-0033-1, FK-0040-1, FK-0041-1, FK-0042-1; FK-0043-1, FK-0044-1; FK-0045-1 and FK-0046-1).
(c) EPM 26892:
(i) Rock Art (Site IDs FK-0036-1 and FK-0062-1);
(ii) Stone Arrangement (Site IDs FK-0037-1);
(iii) Artefact Scatter (Site IDs FK-0038-1 and FK-0039-1);
(iv) Object Collection (Site IDs FK-0039-2); and
(v) Scarred Tree (Site IDs 0063-1).

HERITAGE & COMPENSATION AGREEMENTS

The Company’s subsidiaries have entered into the following native title and heritage agreements:

(a) a Native Title Heritage Protection and Mineral Exploration Agreement dated 11 December 2019 in relation to E80/5100, E80/5101, E80/5102 and E80/5103,; and
(b) a Cultural Heritage and Exploration Agreement in regard to EPM 26908 with the Birriah Aboriginal Corporation RNTBC ICN 8261 on its own behalf and on behalf of the Birriah People (Birriah Aboriginal Corporation).

These agreements are summarised in Schedule 4 of this Report.

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SCHEDULE 4 – MATERIAL CONTRACT SUMMARIES

1. DEED OF ACCESS

On 4 September 2020, the Company, through AAM Australia, entered into a deed of access in regards to tenements EPM 26890 and EPM 26892 ( Tenements ) with the Commonwealth of Australia ( Commonwealth ) ( Deed ). The material terms and conditions of the Deed of Access are summarised below:

Deed Extension or
Renewal

If the Company wishes to extend the Term,it must make a written
request at least three months prior to 1 July 2022.
The Commonwealth must review the request and provide a
written response within 60 business days of the request being
received.Unless the Commonwealth determines that there is a
Defence Purpose that prevents it from extending the Term, it will
not unreasonably withhold approval to a request for an extension

Termination

The Commonwealth may at any time, by notice in writing to the
Company, suspend the Deed for a Defence Purpose and revoke
its permission for the Company to enter and remain on the Land.
The Commonwealth may also terminate the Deed, by written
notice to the Company if an insolvency event occurs, Company
fails to obtain or maintain authorisation required to comply with
obligations, Company commits any breach for which the Deed
provides that notice of termination may be given, Company
assigns or novates to purports to assign or novate its rights under
the Deed or the Company fails to remedy a Default.
Defence Purposemeans:
(a)
any purpose determined by the Department of Defence
from time to time as necessary or desirable for carrying
out its functions including:
(i)
any activities or requirements of the Australian
Defence Force;
(ii)
the management, disposal, divestment, leasing,
licensing,
acquisition,
development,
reorganisation and general administration of
Department of Defence’s property holdings;
(iii)
safety, security, work health and safety; or
(iv)
heritage and environment;
(b)
national security, emergency or defence purposes; and
(c)
anything determined by the Minster, Parliamentary
Secretary, Secretary or Assistant Secretary of the
Deferment of Defence as being Defence Purposes.

Change in
Control

The Company must notify the Commonwealth within 14 business
days of any Change of Control of the Company and brief the
Commonwealth with respect to the Change of Control as soon
as practicable after such notification.
Change of Controlmeans in relation to AAM Australia where a
person who did not (directly or indirectly) effectively control AAM
Australia at the date of the Deed, either alone or together with
others, acquires control of AAM Australia.

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2. HERITAGE AND EXPLORATION AGREEMENTS

Applications for exploration licences will generally not be processed for grant through an expedited procedure unless the applicant for the licence provides evidence that an appropriate Aboriginal heritage agreement has been entered into with any affected registered Native Title Claimant ( NTC ) (if any).

Aboriginal heritage agreements will generally include a process of engagement between the parties to protect Aboriginal heritage. This process includes the undertaking of heritage surveys to identify Aboriginal site. A procedure is usually included for the parties to consider the proposed works on the tenements, and decide on the best course of action given any potential impacts the proposed works may have on Aboriginal sites.

On 11 December 2019, IBB has entered into a native title heritage protection and mineral exploration agreement dated 11 December 2019 in relation to E80/5100, E80/5101, E80/5102 and E80/5103.

On 12 November 2018, AAM Australia entered into a cultural heritage and exploration agreement in regards to tenement EPM 26908 with the Birriah Aboriginal Corporation RNTBC ICN 8261 on its own behalf and on behalf of the Birriah People.

The purpose behind these agreements was to:

(a) enable the applications for the relevant Tenements to be granted without objection;
(b) ensure that in exercise of its rights as tenement holder, that holder ensures that aboriginal sites are protected.

3. OPTION AND JOINT VENTURE AGREEMENT

The Option and Joint Venture Agreement contains provisions considered standard for an agreement of its nature (including representations and warranties, indemnities and confidentiality provisions) and is summarised in Section 9 of the Prospectus.

5457-01/2813420_8

ANNEXURE C – INDEPENDENT LIMITED ASSURANCE REPORT

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111

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15 November 2021

The Board of Directors Killi Resources Limited Ground Floor 945 Wellington Street WEST PERTH WA 6005

Dear Board Members

INDEPENDENT LIMITED ASSURANCE REPORT ON THE HISTORICAL FINANCIAL INFORMATION AND THE PRO FORMA FINANCIAL INFORMATION OF KILLI RESOURCES LIMITED

Introduction

This Independent Limited Assurance Report (“Report”) has been prepared for inclusion in a prospectus to be dated on or around 15 November 2021 (“Prospectus”) and issued by Killi Resources Limited (“Killi Resources” or “the Company”) in relation to the Company’s initial listing on the Australian Securities Exchange (“ASX”). The Prospectus comprises an offer of 30,000,000 shares at an issue price of $0.20 to raise up to $6 million before costs (“Capital Raising Offer”).

This Report has been included in the Prospectus to assist potential investors and their financial advisers to make an assessment of the financial position and performance of Killi Resources. All amounts are expressed in Australian dollars and expressions defined in the Prospectus have the same meaning in this Report.

This Report does not address the rights attaching to the shares to be issued in accordance with the Offer, nor the risks associated with accepting the Offer. HLB Mann Judd (“HLB”) has not been requested to consider the prospects for Killi Resources, nor the merits and risks associated with becoming a shareholder, and accordingly has not done so, nor purports to do so. HLB has not made and will not make any recommendation, through the issue of this Report, to potential investors of the Company, as to the merits of the Offer and takes no responsibility for any matter or omission in the Prospectus other than the responsibility for this Report. Further declarations are set out in Section 7 of this Report.

Structure of Report

This Report has been divided into the following sections:

Scope of Report;
Directors’ Responsibility;
Our Responsibility;
Conclusions;
Restriction on Use;
Liability; and
Declarations.

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Independent Limited Assurance Report

1. Scope of Report

You have requested HLB to perform a limited assurance engagement and to report on the following Financial Information as set out in Section 6 of the Prospectus:

Historical Financial Information

The Historical Financial Information, as set out in Section 6 of the Prospectus, comprises:

summary audited historical Consolidated Statement of Financial Position as at 30 June 2021 and audited historical Consolidated Statement of Profit or Loss and audited historical Consolidated Statement of Cash Flows of the Company for the period then ended.

Pro Forma Financial Information

The Pro Forma Financial Information, as set out in Section 6 of the Prospectus, comprises:

the pro forma Consolidated Statement of Financial Position of the Group as at 30 June 2021 and supporting notes which include the pro forma adjustments.

The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the Financial Information and the events or transactions to which the pro forma adjustments relate, as if those transactions or events had occurred as at 30 June 2021. Due to its nature, the Pro Forma Financial Information does not represent the Company’s actual or prospective financial position, financial performance or cash flows.

The Historical Financial Information and the Pro Forma Financial Information are presented in an abbreviated form insofar as they do not include all the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in Australia in accordance with the Corporations Act 2001 .

This Report has been prepared for inclusion in the Prospectus. HLB disclaims any assumption of responsibility for any reliance on this Report or on the Financial Information to which this Report relates for any purpose other than the purposes for which it was prepared. This Report should be read in conjunction with the Prospectus.

2. Directors’ Responsibility

The Directors of the Company are responsible for the preparation and presentation of the Financial Information. The Directors are also responsible for the determination of the pro forma adjustments set out in Section 6.9 of the Prospectus and the basis of preparation of the Financial Information.

This responsibility also includes compliance with applicable laws and regulations and for such internal controls as the Directors determine are necessary to enable the preparation of the Financial Information that is free from material misstatement.

3. Our Responsibility

Our responsibility is to express a limited assurance conclusion on the Financial Information based on the procedures performed and evidence we have obtained. Our engagement was conducted in accordance with Australian Auditing Standards applicable to assurance engagements. Specifically, our review was carried out in accordance with Standards on Assurance Engagements ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information and ASAE 3420 Assurance Engagements to Report on the Compilation of Pro Forma Historical Financial Information and included such enquiries and procedures which we considered necessary for the purposes of this Report. Our procedures consisted of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and review procedures applied to the accounting records in support of the Financial Information.

Independent Limited Assurance Report

The procedures undertaken by HLB in our role as Investigating Accountant were substantially less in scope than that of an audit examination conducted in accordance with Australian Auditing Standards. A review of this nature provides less assurance than an audit and, accordingly, this Report does not express an audit opinion on the Financial Information.

In relation to the information presented in this Report:

a) support by another person, corporation or an unrelated entity has not been assumed; and
b) the amounts shown in respect of assets do not purport to be the amounts that would have been realised if the assets were sold at the date of this Report.

4. Conclusions

Historical Financial Information

Based on our review, which was not an audit, nothing has come to our attention that causes us to believe that the Historical Financial Information of the Group as set out in Section 6 of the Prospectus does not present fairly:

a) the historical Consolidated Statement of Financial Position of Killi Resources Limited as at 30 June 2021;
b) the historical Consolidated Statement of Profit or Loss and Statement of Cash Flows of the Killi Resources Limited for the period from incorporation to 30 June 2021;

in accordance with the measurement and recognition requirements (but not all of the presentation and disclosure requirements) of applicable Australian Accounting Standards and other mandatory professional reporting requirements.

Pro Forma Financial Information

Based on our review, which was not an audit, nothing has come to our attention that causes us to believe that the Pro Forma Financial Information of the Group as set out in Section 6 of the Prospectus does not present fairly the Pro Forma Consolidated Statement of Financial Position of the Group as at 30 June 2021, which incorporates the pro forma adjustments, as set out in Section 6.9 of the Prospectus.

5. Restriction on Use

Without modifying our conclusion, we draw attention to Section 6 of the Prospectus, which describes the purpose of the Financial Information, being for inclusion in the Prospectus. As a result, the Financial Information may not be suitable for use for another purpose.

6. Liability

The liability of HLB is limited to the inclusion of this Report in the Prospectus. HLB makes no representation regarding, and has no liability for, any other statements or other material in, or omissions from, the Prospectus.

7. Declarations

a) HLB will be paid its usual professional fees based on time involvement, for the preparation of this Report and review of the Financial Information, which is estimated to be $10,500 plus GST;
b) Apart from the aforementioned fee, neither HLB, nor any of its associates will receive any other benefits, either directly or indirectly, for or in connection with the preparation of this Report;
c) Neither HLB, nor any of its employees or associated persons has any interest in Killi Resources or the promotion of the Company or any of its subsidiaries;

Independent Limited Assurance Report

d) HLB Mann Judd has been appointed as the Company’s auditors;
e) Unless specifically referred to in this Report, or elsewhere in the Prospectus, HLB was not involved in the preparation of any other part of the Prospectus and did not cause the issue of any other part of the Prospectus. Accordingly, HLB makes no representations or warranties as to the completeness or accuracy of the information contained in any other part of the Prospectus; and
f) HLB has consented to the inclusion of this Report in the Prospectus in the form and context in which it appears.

Yours faithfully

HLB Mann Judd Chartered Accountants D I Buckley Partner

ANNEXURE D – JORC CODE – 2012 EDITION – TABLE 1

Section 1 Sampling Techniques and Data

Criteria	JORC Code explanation	Commentary
Sampling techniques	 Nature and quality of sampling (e.g., cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the broad meaning of sampling.  Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.  Aspects of the determination of mineralisation that are Material to the Public Report.  In cases where ‘industry standard’ work has been done this would be relatively simple (e.g., ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g., submarine nodules) may warrant disclosure of detailed information.	West Tanami – Acacia – 1997 (RAB) Post-hole geochemical Rotary Air Blast Drilling, using the Bostech Drilling, ‘Drillboss’ rig was used to complete the program.
		Anglogold 2001-2002 (RAB) Post-hole geochemical Rotary Air Blast Drilling, using the Bostech Drilling, ‘Drillboss’ rig was used to complete the program. Barrick 2001-2003 (RAB) RAB and AC Drilling was completed by Bostech Drilling, with holes either vertical or angled -60° towards 180/360° magnetic. Samples were collected off the rig via a cyclone system at 1m intervals. Tanami Gold 2004-2011 (RAB AC RC)
		Sampling was undertaken using industry best practices. RC samples were collected via rig-mounted static cone splitter, splitting sample in an 88%/12% ratio. 12% split retained for 1m composites and 88% split retained as a bulk reject. All 1m samples were sent for analysis. 1m samples are collected through zones of mineralisation, at the discretion of the supervising geologist. 4m composite samples are collected in all other zones using the spear method. Spear sample collection is undertaken by using a 30cm length of 50mm PVC pipe, spearing the pipe through the
		bulk reject sample to acquire a cross-section of the entire bag contents. Where 4m composite samples return a grade greater than 0.5g/t Au the rig split 1m samples are dispatched for analysis. RC metre intervals were captured on hard copy paperwork and cross- checked by the supervising geologist to ensure accuracy. Sample rejects are left on the sample pad to indicate metres drilled for the hole.

112

		Commentary RC Sampling to industry standard at the time of drilling where ~4kg
Criteria	JORC Code explanation	Commentary
		RC Sampling to industry standard at the time of drilling where ~4kg
		samples are pulverised to produce a ~200g pulp sample to utilize in the assay process. RC samples were fire assayed (50g charge). Ravenswood – Central Pacific Minerals NL – 1987 (RC) Percussion drilling (RC) was completed using a Foxmobile rig of Milport Pty Ltd, using a conventional circulation percussion system, and a 5.5” diameter drill bit. Additional air was used via an Atlas Copco compressor. Samples were retrieved and split using a cyclone system, with splits of 1m
		sent for gold analysis via fire assay. Carpentaria Gold Pty Ltd – 2015 (DD) Diamond core was drilled using a Longyear 850 drill rig, with depths up to 606m. HQ core was collected to depth and then NQ to end of hole. The core was logged and then cut in half, with half core one metre samples sent to the laboratory for analysis, fire assay via 25g charge.
Drilling Techniques	 Drill type (eg core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (eg core diameter, triple or standard tube, depth of diamond tails, face- sampling bit or other type, whether core is oriented and if so, by what method, etc).	West Tanami – Acacia – 1997 (RAB)
		RAB drilling was completed using Bostechs ‘Drillboss’ rig, where samples were collected at the interface of the cover and saprolite material intersected. Anglogold 2001-2002 (RAB) RAB drilling was completed using Bostechs ‘Drillboss’ rig, where samples were collected at the interface of the cover and saprolite material intersected.
		Barrick 2001-2003 (RAB) RAB and AC drilling was completed by Bostech Drilling to blade refusal (unless abandoned). Drill holes were either vertical or angled -60° towards 180/360° magnetic. Samples were collected off the rig via a cyclone system at 1m intervals Tanami Gold 2004-2011 (RAB AC RC) RC drilling is carried out using a face sampling hammer with a 130mm diameter bit.

113

		Commentary Ravenswood –
Criteria	JORC Code explanation	Commentary
		Ravenswood –
		Central Pacific Minerals NL – 1987 (RC) Drilling was percussion (RC) via a Foxmobile rig of Milport Pty Ltd, using a 5.5” diameter drill bit. During the period 2,411.7m of percussion were drilled. Carpentaria Gold Pty Ltd – 2015 (DD) Drilling was completed by Kelly Drilling Pty Ltd, using a Longyear 850 drill rig and a CT300 drill rig, with HQ3 core drilled from surface, followed by NQ core to end of hole. Core was oriented using a ORIshot Multifunction
		Orientation Instrument. Downhole surveys were taken at 15 or 30m intervals during drilling, and more frequently for directional holes. At the end of the hole the holes were surveyed with an electronic multi-shot camera.
Drill sample recovery	 Method of recording and assessing core and chip sample recoveries and results assessed.  Measures taken to maximise sample recovery and ensure representative nature of the samples.  Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	West Tanami – Acacia – 1997 (RAB) Samples were taken in three metre composites, above the cover/saprolite interface and the bottom of hole. Any significant laterite was also sampled d id il Sl dd
		an any quartz vene matera. ampe recovery was not recore. Anglogold 2001-2002 (RAB) Samples were taken in three metre composites, above the cover/saprolite interface and the bottom of hole. Any significant laterite was also sampled and any quartz veined material. Sample recovery was not recorded. Barrick 2001-2003 (RAB) RAB and AC drilling was completed using a 4” drill bit. Drill samples were collected in 1m intervals down the hole and placed at the collar. Samples
		were obtained using a spear, to a nominal 2kg, representing a 5m interval. These 5m composite samples were placed in calico bags and submitted to Ultratrace Laboratories Ltd Perth for preparation and analysis. Sample recovery was recorded and stored in the company database and provided to the Mines Department as part of the Annual report. Tanami Gold 2004-2011 (RAB AC RC) During RC drilling, approximate recoveries were recorded as percentage ranges based on a visual and weight estimate of the sample.

114

		Commentary RC drilling recovery is supervised on the rig and any recovery issues were
Criteria	JORC Code explanation	Commentary
		RC drilling recovery is supervised on the rig and any recovery issues were
		recorded and rectified. There was no known relationship between sample recovery and grade. Ravenswood – Central Pacific Minerals NL – 1987 (RC) RC samples were taken every 1m off the drill rig via a cyclone sampling system. An Atlas Copco Air compressor was used during the drilling to ensure a representative sample was received from the drill rig. All relevant drillhole details were recorded by the supervising geologist via paper
		copy/log. No sample recovery data was recorded; however, the holes were recorded as dominantly dry. Carpentaria Gold Pty Ltd – 2015 (DD) All drill core was collected in diamond core trays and logged at the Carpentaria Gold Exploration yard in Ravenswood. All core was marked in 1m intervals and recorded to reconcile with the drill core blocks and runs recorded by the drill crew. Most of the drill holes were competent with generally only the top 3-5m weathered material. Sample recovery was
		good and representative and recorded to industry standards and expectations.
Logging	 Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.  Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.  The total length and percentage of the relevant intersections logged.	West Tanami – Acacia – 1997 (RAB) All RAB holes were logged for weathering, lithology, colour, grainsize and quartz content, and recorded in the company database. Anglogold 2001-2002 (RAB)
		All RAB holes were logged for weathering, lithology, colour, grainsize and quartz content, and recorded in the company database. Barrick 2001-2003 (RAB AC) RAB and AC holes were all logged for weathering, lithology, major minerals, colour, grainsize, structure, hardness and any alteration. Tanami Gold 2004-2011 (RAB AC RC)

115

Criteria	JORC Code explanation	Commentary
		RC chip samples were logged by a qualified geologist to a level of detail
		to support appropriate Mineral Resource estimation, mining studies and metallurgical studies. RC hole logging was carried out on a metre-by-metre basis at the time of drilling. Logging is qualitative and quantitative, visual estimates are made of sulphides, quartz, and alteration as percentages. 100% of all RC drilling is logged. Ravenswood –
		Central Pacific Minerals NL – 1987 (RC) All holes were logged for lithology, alteration, structure, grainsize, mineralisation/sulphides, and weathering for every 1m interval. These logs have been recorded on paper and form part of the Annual tenement report CR17808. Carpentaria Gold Pty Ltd – 2015 (DD) Drill holes were all logged for location, drilling equipment used, company, date, geology – including lithology, alteration, weathering, structure, and
		mineralisation. Logging was all recorded digitally within the companies database.
Sub-sampling techniques and sample preparation	 If core, whether cut or sawn and whether quarter, half or all core taken.  If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.  For all sample types, the nature, quality and appropriateness of the sample preparation technique.  Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples.  Measures taken to ensure that the sampling is representative of the in-situ material collected, including for instance results for field duplicate/second-half sampling.  Whether sample sizes are appropriate to the grain size of the material being sampled.	West Tanami – Acacia – 1997 (RAB) Samples were collected using a scoop, compositing the metre intervals into a 3m composite sample. Samples were only taken at the alluvial cover/saprolite interface, at bedrock, at zones of lateritic interest, and
		zones of notable quartz content. Samples were sent to ALS in Alice Springs and were analysed for low level gold via Au-AA22, 1ppb Au detection limit. Samples were also submitted for ICO analysis (ME-ACP41) for As, Bi, Pb, Sb, Zn, Cu and Mo. There is no record of QAQC being used. Anglogold 2001-2002 (RAB) Samples were collected using a scoop, compositing the metre intervals into a 3m composite sample. Samples were only taken at the alluvial cover/saprolite interface, at bedrock, at zones of lateritic interest, and zones of notable quartz content. Samples were sent to ALS in Alice Springs

116

		Commentary and were analysed for low level gold via Au-AA22, 1ppb Au detection
Criteria	JORC Code explanation	Commentary
		and were analysed for low level gold via Au-AA22, 1ppb Au detection
		limit. Samples were also submitted for ICO analysis (ME-ACP41) for As, Bi, Pb, Sb, Zn, Cu and Mo. There is no record of QAQC being used. Barrick 2001-2003 (RAB) Samples were sent to Ultra Trace in Perth for analysis. Samples were analysed by Aqua Regia (AR002 & AR102) technique) for Au (a 0.1ppb Au detection limit), Bi, Pb, Sb, W, Cu, and Zn. BLEG analysis was also completed on the majority of RAB and AC holes. Sampling targeted the pisolitic or lag rich horizon that was located below the aeolian sand. The
		pisolitic rich intervals were sieved (-6mm+2mm) to remove aeolian sand and organic contamination. A nominal weight of 500g of lag was collected and stored in snap-lock plastic bags within numbered calico bags. The samples were initially dispatched to Genalysis Laboratory Services (Perth) for analysis, then later to Ultra Trace (Perth). The sample were subjected to bulk cyanide leach with ICP-Ms finish to a detection limit of 0.01ppb Au at Genalysis and 0.05ppb Au at Ultra Trace. Tanami Gold 2004-2011 (RAB AC RC) No diamond core is reported
		. RC drilling used a cyclone mounted inverted cone splitter. RC samples were dried at 100C to a constant mass, all samples below approximately 3kg are totally pulverised in a LM5 to nominally 85% passing a 75um scree. Samples generated above 4kg are crushed to <6mm and cone split to nominal mass prior to pulverization. For RC samples, no formal heterogeneity study has been carried out or monographed. An informal analysis suggests that the sampling protocol currently in use are appropriate to the mineralisation encountered and
		should provide representative results. Repeat analysis of pulp samples (all sample types) occurs at an incidence of 1 in 20 samples. Field duplicates were routinely assayed. Sample sizes ae considered appropriate for the type if mineralisation intercepted. No formal monograph study has been conducted on the RC primary sub sample split. Ravenswood –

117

		Commentary Central Pacific Minerals NL – 1987 (RC)
Criteria	JORC Code explanation	Commentary
		Central Pacific Minerals NL – 1987 (RC)
		Samples were received off the drill rig via a cyclone sampling system. The samples were 1m splits that weighed between 2-5kg. These 1m split samples were sent to AMDEL for gold analysis. The procedure with to assay via AAS, with repeat fire assays on samples with AAS results > 1g/t Au or better. For this program all samples were analysed via fire assay. The laboratory completed internal duplicate samples every 10 samples. Carpentaria Gold Pty Ltd – 2015 (DD) All HQ and NQ core was cut in half with an Almonte core saw and one
		metre samples of half core were then placed in calico bags and submitted to ALS Townsville. No QAQC samples were submitted with the core, in the form of field duplicates or standard samples. Drill core sampling is appropriate and representative for this type of mineralisation system.
Verification of sampling and assaying	 The verification of significant intersections by either independent or alternative company personnel.  The use of twinned holes.  Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.  Discuss any adjustment to assay data.	West Tanami – Acacia – 1997 (RAB) No details of verification have been found.
		Anglogold 2001-2002 (RAB) No details of verification have been found. Drillhole data can be found in Annual Reports a66270 Barrick 2001-2003 (RAB AC) Drill hole data can be found in Annual Reports a64339 and a68079. Tanami Gold 2004-2011 (RAB AC RC) All sampling and logging was checked by the supervising geologists on the
		drill rigs, and has been cross-referenced with department annual reports. Primary data was imported into a SQL database using a semi-automated data entry system. Visual checks on data are part of daily use of the data in geological modelling software including Vulcan and Leapfrog. The first assay is always used in reporting of intercepts, no check or re- assaying samples are used. Ravenswood – Central Pacific Minerals NL – 1987 (RC)

118

		Commentary Drilling data was recorded on paper and has been adequately reported
Criteria	JORC Code explanation	Commentary
		Drilling data was recorded on paper and has been adequately reported
		in CR17808 Central Pacific Minerals NL Annual tenement report, 1987. No adjustments to assays have been made. Carpentaria Gold Pty Ltd – 2015 (DD) No twinned holes have been recorded. Drilling data was accurately recorded and stored in the company database and has been adequately reported in CR98398 Carpentaria Gold Annual tenement report, 2015. No adjustments to assays have been made.
Location of data points	 Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.  Specification of the grid system used.  Quality and adequacy of topographic control.	West Tanami –
		Acacia – 1997 (RAB) Location of RAB holes has been determined by handheld GPS. Initially recorded in AMG84_52 and then transformed into MGA94_52 grid system. Anglogold 2001-2002 (RAB) Location of RAB holes has been determined by handheld GPS. Initially recorded in AMG84_52 and then transformed into MGA94_52 grid system. Barrick 2001-2003 (RAB)
		Drill hole collar locations were recorded using a handheld GPS, where they were recorded in AMG84_52 and transformed within the database into MGA94_52 grid system. Tanami Gold 2004-2011 (RAB AC RC) Location data was recorded using a handheld Garmin GPS, in MGA94_52. Location data was either recorded in MGA94_55 Map Grid of Australia, or in AMG84_55 and then converted to MGA94_55. Where a DGPS was possible, Whelans completed the collar locations.
		Multi-shot cameras were used for down-hole survey. Topographic data was recorded from hand-held GPS and compared with airborne topographic data collected from geophysical surveys. Ravenswood – Central Pacific Minerals NL – 1987 (RC) No details on the method of survey were provided in the reports by Central Pacific.

119

		Commentary Carpentaria Gold Pty Ltd – 2015 (DD)
Criteria	JORC Code explanation	Commentary
		Carpentaria Gold Pty Ltd – 2015 (DD)
		Drill holes were surveyed by Lester Franks Survey and Geographic Pty Ltd using a GPS.
Data spacing and distribution	 Data spacing for reporting of Exploration Results.  Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied.  Whether sample compositing has been applied.	West Tanami – Acacia – 1997 (RAB) Spacing varied, however was systematic on either 400 x 50m or 400 x 100m grid patterns. Anglogold 2001-2002 (RAB)
		Spacing varied, however was systematic on either 400 x 50m or 400 x 100m grid patterns. Barrick 2001-2003 (RAB) Drilling was generally completed on a 250 x 250m or 250 x 100m spaced grid. Samples were composited to either 5m composites or 4m composites. Tanami Gold 2004-2011 (RAB AC RC) Exploration results in this report range from 40m x 40m drillhole spacing to 800m x 100m spacing
		. The data spacing and distribution is sufficient to establish geological and/or grade continuity appropriate for geological interpretations. RC samples completed by Tanami Gold were all single metre samples, there as no compositing. AC drill holes were composited to 4m, with samples returning values >0.5g/t Au the 1m splits were also analysed. Ravenswood – Central Pacific Minerals NL – 1987 (RC)
		Drillholes are roughly 100m x 100m spacing, though they were not systematic or uniform. Spacing in part is adequate to establish geological continuity. Carpentaria Gold Pty Ltd – 2015 (DD) The spacing and orientation of the drillholes is adequate to establish a degree of continuity between diamond holes as to geological controls on mineralisation.

		Commentary Carpentaria Gold Pty Ltd – 2015 (DD)
Criteria	JORC Code explanation	Commentary
		Carpentaria Gold Pty Ltd – 2015 (DD)
		Drill holes were surveyed by Lester Franks Survey and Geographic Pty Ltd using a GPS.
Data spacing and distribution	 Data spacing for reporting of Exploration Results.  Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied.  Whether sample compositing has been applied.	West Tanami – Acacia – 1997 (RAB) Spacing varied, however was systematic on either 400 x 50m or 400 x 100m grid patterns. Anglogold 2001-2002 (RAB)
		Spacing varied, however was systematic on either 400 x 50m or 400 x 100m grid patterns. Barrick 2001-2003 (RAB) Drilling was generally completed on a 250 x 250m or 250 x 100m spaced grid. Samples were composited to either 5m composites or 4m composites. Tanami Gold 2004-2011 (RAB AC RC) Exploration results in this report range from 40m x 40m drillhole spacing to 800m x 100m spacing
		. The data spacing and distribution is sufficient to establish geological and/or grade continuity appropriate for geological interpretations. RC samples completed by Tanami Gold were all single metre samples, there as no compositing. AC drill holes were composited to 4m, with samples returning values >0.5g/t Au the 1m splits were also analysed. Ravenswood – Central Pacific Minerals NL – 1987 (RC)
		Drillholes are roughly 100m x 100m spacing, though they were not systematic or uniform. Spacing in part is adequate to establish geological continuity. Carpentaria Gold Pty Ltd – 2015 (DD) The spacing and orientation of the drillholes is adequate to establish a degree of continuity between diamond holes as to geological controls on mineralisation.

120

		Commentary West Tanami –
Criteria	JORC Code explanation	Commentary
Orientation of data in relation to geological structure	 Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.  If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	West Tanami –
		Acacia – 1997 (RAB) All post hole RAB holes were vertical. Samples were selective downhole, however were systematically chosen based on geological attributes by a qualified geologist. It is believed there is no sample bias from this drilling and sampling procedure. Anglogold 2001-2002 (RAB) All post hole RAB holes were vertical. Samples were selective downhole, hr r tmtill hn bd n lil ttribt b
		oweve wee syseacay cose ase o geoogca aues y a qualified geologist. It is believed there is no sample bias from this drilling and sampling procedure. Barrick 2001-2003 (RAB AC) RAB drillholes were vertically oriented, and AC holes were angled -60° to the south (180°) or north (360°). Tanami Gold 2004-2011 (RAB AC RC) The orientation of geological units adjacent target prospects has been
		determined from outcrop/subcrop and extrapolated in areas under alluvial/aeolian cover. From the interpretation the drill direction has been determined to ensure a cross-section of the geology is achieved. The drill direction chosen at all prospects is believed to be appropriate for the geology and style of mineralisation. Ravenswood – Central Pacific Minerals NL – 1987 (RC) Drillholes were oriented at -60 towards 030-060° to ensure a cross-section
		through the dipping stratigraphy which generally strikes 300/120 and dips to the south-west. Carpentaria Gold Pty Ltd – 2015 (DD) The sampling was not selective, all of the diamond core was cut in half and analysed for golf via fire assay method. The orientation of the drillholes is believed to be adequate for the style of mineralisation interpreted.
Sample security	 The measures taken to ensure sample security.	West Tanami –

121

		Commentary Acacia – 1997 (RAB)
Criteria	JORC Code explanation	Commentary
		Acacia – 1997 (RAB)
		Samples were sent from the drill site to ALS laboratories in Alice Springs. No further information is known about the sample security. Anglogold 2001-2002 (RAB) Samples were sent from the drill site to ALS laboratories in Alice Springs. No further information is known about the sample security. Barrick 2001-2003 (RAB) Sample security for these samples was not recorded and is unknown – no dmnt r fnd
		ocues wee ou. Tanami Gold 2004-2011 (RAB AC RC) Samples were sent from the drill rig to Perth by freight courier to the relevant laboratories. There is no evidence to suggest there has been. Ravenswood – Central Pacific Minerals NL – 1987 (RC) Sample security for these samples was not recorded and is unknown – no documents were found.
		Carpentaria Gold Pty Ltd – 2015 (DD) Drill core was taken from the drill site to Carpentaria Gold Exploration core shed at Ravenswood where the core the core was logged, cut in half and the samples then sent directly to ALS in Townsville.
Audits or reviews	 The results of any audits or reviews of sampling techniques and data.	West Tanami – Acacia – 1997 (RAB) Anglogold 2001-2002 (RAB)
		Barrick 2001-2003 (RAB) Tanami Gold 2004-2011 (RAB AC RC) There are no internal or external reviews or audits of the data recorded. Ravenswood – Central Pacific Minerals NL – 1987 (RC DD) Carpentaria Gold Pty Ltd – 2015 (DD) There are no internal or external reviews or audits of the data recorded.

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Section 2 Reporting of Exploration Results	Section 2 Reporting of Exploration Results
Criteria	JORC Code explanation
		Commentary
Mineral tenement and land tenure status	 Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings.  The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	Killi Resources Limited or its wholly owned subsidiaries have 100% ownership of all tenements, with no third-party royalties and no known impediments exist for the projects. All tenements are in good standing.

Exploration done by other parties	 Acknowledgment and appraisal of exploration by other parties.	• Tanami West Projectincludes previous work completed by Homestake, Barrick, Acacia Resources Ltd, Anglogold, BHP Minerals Pty Ltd, Northern Minerals Ltd, Perilya Mines NL, Tanami Gold NL, Geopeko, Glengarry Resources NL, MIM Exploration Pty Ltd, NewConsolidatedGold Fields Australia Ltd, Slatey Creek Pty Ltd, and Iron Bull Bangemall Ltd. • Ravenswood North Projectincludes previous work completed by Bl Mi Gld C Cl Pifi MilNL
		atte ountan o ompany, entra acc neras, Carpentaria Gold Pty Ltd, Newmont Australia Ltd, Pan Australia Mining Ltd, Mt Leyshon Gold Mines Ltd, and Normandy Ltd.
Geology	 Deposit type, geological setting and style of mineralisation.	 Refer to the geology section of the Independent Geological Report.  West Tanami Project: Known mineralization of the Tanami is hosted within the Proterozoic Tanami Group. Gold Mineralisation is generally structurally controlled in the form of quartz veins associated with the thrust event ~1800Ma, known as the Tanami
		gold event.  Ravenswood North Project: The project covers the major structural corridor north of the Ravenswood Mine, an area highly prospective for large gold-copper systems in the form of Intrusive- Related Gold Systems (IRG’s). There is also the potential for orogenic gold hosted in granitic units in the areas north of the Charter Towers.

123

		Commentary  All significant intersections and drillhole information is tabulated
Criteria	JORC Code explanation	Commentary
Drill hole Information	 A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes:  easting and northing of the drill hole collar  elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar  dip and azimuth of the hole  down hole length and interception depth  hole length.  If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case.	 All significant intersections and drillhole information is tabulated
		and recorded in the Independent Geological Report (IGR).

Data aggregation methods	 In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (eg cutting of high grades) and cut-off grades are usually Material and should be stated.  Where aggregate intercepts incorporate short lengths of high- grade results and longer lengths of low-grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail.  The assumptions used for any reporting of metal equivalent values should be clearly stated.	 Exploration results are provided using a weighting average technique. The majority of drillhole intercepts quoted were in equal metres and did not require weighting. Grades were generally recorded that were greater than 0.1g/t Au, with no
		more than 2m internal dilution permitted.
Relationship between mineralisation widths and intercept lengths	 These relationships are particularly important in the reporting of Exploration Results.  If the geometry of the mineralisation with respect to the drill hole angle is known, its nature should be reported.  If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (eg ‘down hole length, true width not known’).	 Downhole lengths reported in all items, not true widths.

Diagrams	 Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being	 Appropriate plans and cross-sections have been provided in the Independent Geological Report (IGR), for any significant intercepts at specific prospects.

124

		Commentary
Criteria	JORC Code explanation	Commentary
	reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views.

Balanced reporting	 Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	 Reporting of exploration results is comprehensive and includes not just high-grade results but a range of anomalous results over a variety of drilling methods.
Other substantive exploration data	 Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	N/A

Further work	 The nature and scale of planned further work (eg tests for lateral extensions or depth extensions or large-scale step-out drilling).  Diagrams clearly highlighting the areas of possible extensions, including the main geological interpretations and future drilling areas, provided this information is not commercially sensitive.	 Further work is planned for the West Tanami Project, at its prospects, including field mapping, geophysical surveys (VTEM), geochemical survey, aircore drilling and reverse circulation drilling are all planned using industry best practices to ensure quality exploration is conducted.
		 Further work is planned at the Ravenswood North Project, which includes a geophysical survey (VTEM), geochemical survey (soil sampling), aircore and reverse circulation drilling.  Exploration activities will be planned as required and as the result of previous work completed.

125

ANNEXURE E – HISTORICAL FINANCIAL INFORMATION – ACCESS AUSTRALIA MINING PTY LTD AND IRON BULL BANGEMALL LIMITED

The Historical Financial Information set out in this Annexure E has been extracted from:

(a) IBB’s audited accounts for the financial years ended 30 June 2019 and 2020, which were audited by Hall Chadwick;
(b) IBB’s audited accounts for the financial year ended 30 June 2021, which were audited by Charter Financial Services; and
(c) AAM Australia’s audited accounts for the financial years ended 30 June 2019, 2020 and 2021, which were audited by Charter Financial Services,

which were audited in accordance with Australian Auditing Standards. These audited accounts are available free of charge by request to the Company on +61 9322 7600.

1. Historical Statement of Profit or Loss

The tables below presents the Historical Statement of Profit or Loss for the period from 1 July 2018 to 30 June 2021:

(a) Access Australia Mining Pty Ltd


	30 June 2019 Audited $	30 June 2020 Audited $	30 June 2021 Audited $
Other income	-	1	568,348

Other Expenditure	(28,471)	(94,033)	(96,143)
Exploration and Evaluation Expenditure	(57,935)	(169,500)	(94,073)
Profit/(Loss) before income tax	(86,406)	(263,532)	378,132


Income tax benefit/(expense)	-	-	-

Total profit (loss) for the period	(86,406)	(263,532)	378,132

126

(b) Iron Bull Bangemall Ltd

	30 June 2019	30 June 2020	30 June 2021
	Audited $	Audited $	Audited $
Other income	-	50,000	450,591

Other Expenditure	(9,339)	(30,166)	(2,910)
Exploration and Evaluation Expenditure	(171,246)	(129,892)	(241,448)
Profit/(Loss) before income tax	(180,585)	(110,058)	206,233

Income tax benefit/(expense)	-	-	-

Total profit/(loss) for the period	(180,585)	(110,058)	206,233

2. Historical Statement of Financial Position

The tables below presents the Historical Statement of Financial Position as at 30 June 2019, 30 June 2020 and 30 June 2021:

(a) Access Australia Mining Pty Ltd

	30 June 2019	30 June 2020	30 June 2021
	Audited	Audited	Audited
	$	$	$
Current Assets
Cash and cash equivalents	170	5,787	26,317
Trade and other receivables	2,500	2,500	9,116
Prepayments	-		2,389
Total Current Assets	2,670	8,287	37,822

Non-Current Assets
Exploration and evaluation	9,049	7,038	-
Tl NC A	9049	7038
ota on-urrent ssets	,	,	-

Total Assets	11,719	15,325	37,822

Current Liabilities

Trade and other payables	(762)	(1,702)	14,525
Loans	103,784	371,862	-

127

			30 June
	30 June 2019	30 June	30 June
		2020	2021
Total Current Liabilities	103,022	370,160	14,525

Total Liabilities	103,022	370,160	14,525

Net Assets	(91,303)	(354,835)	23,297

Equity
Issued capital	100	100	100
Accumulated losses	(91,403)	(354,935)	23,197
Total Equity	(91,303)	(354,835)	23,297

(b) Iron Bull Bangemall Ltd

	30 June	30 June	30 June 2021
	2019	2020

	Audited $	Audited $	Audited $
Current Assets
	41,830	789	23,256
Cash and cash equivalents

	11,598	21,800	6,109
Trade and other receivables

	1,119	329	65,025
Prepayments
Total Current Assets	54,547	22,918	94,390

Total Assets	54,547	22,918	94,390

Current Liabilities
Trade and otherpayables	122,895	201,324	66,563
Total Current Liabilities	122,895	201,324	66,563

Total Liabilities	122,895	201,324	66,563

Net Assets	(68,348)	(178,406)	27,827


Equity
Issued capital	1,645,001	1,645,001	1,645,001
Accumulated losses	(1,713,349)	(1,823,407)	(1,617,174)
Total Equity	(68,348)	(178,406)	27,827

128

3. Historical Statement of Cash Flows

(a) Access Australia Mining Pty Ltd

The table below presents the Historical Statement of Cash Flows for the period from 1 July 2018 to 30 June 2021

	30 June 2019	30 June 2020	30 June 2021
	Audited $	Audited $	Audited $
Cash Flows from Operating Activities
Interest received	-	1	-
Payments for exploration and evaluation	-	-	-
Payments to suppliers and employees	(86,161)	(262,464)	(175,956)

Net Cash Used in Operating Activities	(86,161)	(262,463)	(175,956)

Cash Flows from Investing Activities

Proceeds from property, plant and equipment	301	-	-

Net Cash Used in Investing Activities	301	-	-


Cash Flows from Financing Activities
Proceeds from borrowings	81,462	268,080	198,486
Repayment of borrowings	-	-	(2,000)

Net Cash Provided by Financing Activities	81,462	268,080	196,486

Net increase/(decrease) in cash and cash equivalents	(4,398)	5,617	20,530

Cash and cash equivalents at beginning of the year	4,568	170	5,787


Cash and cash equivalents at end of the year	170	5,787	26,317

129

(b) Iron Bull Bangemall Ltd

	30 June 2019	30 June 2020	30 June 2021
	Audited $	Audited $	Audited $
Cash Flows from Operating Activities
Rit f t		50000
eceps rom cusomers	-	,	-
Payments for exploration and evaluation	-	-	-
Payments to suppliers and employees	(163,951)	(161,291)	(267,874)

Net Cash Used in Operating Activities	(163,951)	(111,291)	(267,874)

Cash Flows from Financing Activities
Proceeds from issue of shares	50,000	-	-
Advances from third party	100,000	-	-
Advances from related companies	10,000	-	-
Proceeds of borrowings	-	82,050	290,341
Repayment of borrowings	-	(11,800)

Net Cash Provided by Financing Activities	160,000	70,250	290,341


Net increase/(decrease) in cash and cash equivalents	(3,951)	(41,041)	22,467

Cash and cash equivalents at beginning of the year	45,781	41,830	789

Cash and cash equivalents at end of the year	41,830	789	23,256

130

==> picture [52 x 54] intentionally omitted <==

AI assistant

KILLI RESOURCES LIMITED — Capital/Financing Update 2022

65186_rns_2022-02-07_2633e01b-c325-4150-9f8f-79121f73ee10.pdf

KILLI RESOURCES LIMITED

PROSPECTUS

IMPORTANT NOTICE

Exposure Period

No offering where offering would be illegal

US securities law matters

Electronic Prospectus

Company Website

No cooling-off rights

No Investment Advice

Speculative Investment

Risks

Forward-looking statements

Financial Forecasts

Competent Persons statement

Continuous disclosure obligations

Clearing House Electronic SubRegister System (CHESS) and Issuer Sponsorship

Photographs and Diagrams

Definitions and Time

Privacy statement

Enquiries

CORPORATE DIRECTORY

Directors

Investigating Accountant

Auditor

Chief Executive Officer

Independent Geologist

Joint Company Secretaries

Lead Manager

Proposed ASX Code

Registered Office

Share Registry*

Legal advisers

TABLE OF CONTENTS

1. CHAIRPERSON’S LETTER

2. KEY OFFER INFORMATION

INDICATIVE TIMETABLE[1]

KEY STATISTICS OF THE OFFER

Notes:

3. INVESTMENT OVERVIEW

4. DETAILS OF THE OFFERS

4.1 The Capital Raising Offer

4.2 Option Offer

4.3 Minimum subscription

4.4 Oversubscriptions

4.5 Conditional Offers

4.6 Lead Manager

4.7 Underwriting

4.8 Purpose of the Capital Raising Offer

4.9 Capital Raising Offer Structure

(a) Broker Firm Offer

(b) Chairman’s List Offer

4.10 Application for Shares

(a) How to apply

(b) How to pay

4.11 Allocation policy under the Capital Raising Offer

4.12 ASX listing

4.13 Issue

4.14 Applicants outside Australia

4.15 Commissions payable

4.16 Taxation

4.17 Withdrawal of the Offers

5. COMPANY AND PROJECTS OVERVIEW

5.1 Background

5.2 Overview of the Projects

5.2.2 West Tanami Project

Summary

Location and Tenements

Previous Exploration

Mineralisation

Exploration Prospects

5.2.3 Ravenswood North Project

Summary

Historical Mining

Geology

Mineralisation

5.2.4 Mt Rawdon West Project

KILLI RESOURCES LIMITED Capital/Financing Update 2022